UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended March 31, 2009





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





For the
transition period from __________ to __________





Commission
File Number 000-52790





PMI Construction
Group


(Exact
name of registrant as specified in its charter)





Nevada
            
            95-4465933(State
      or other jurisdiction of incorporation or organization)
            
            IRS
      Employer Identification No.)





2522
      Alice Drive, West Jordan, Utah
            
            84088(Address
      of principal executive offices)
            
            (Zip
      Code)





(801)
718-7732


(Registrant’s
telephone number, including area code)





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
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  The registrant has not been
phased into the Interactive Data reporting system.    Yes
[  ]  No  [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See 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 [  ]





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





17,300,709 shares of $0.001
par value common stock on May 15, 2009






1





Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements


PMI
Construction Group


FINANCIAL
STATEMENTS


(UNAUDITED)


March 31,
2009





The
financial statements included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  However, in the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary to present fairly the financial position and results of
operations for the periods presented have been made.  These financial
statements should be read in conjunction with the accompanying notes, and with
the historical financial information of the Company.






2







PMI
      Construction Group(A
      Development Stage Enterprise)Balance
      SheetsMarch
      31,
                      
                      December
      31,2009
                      
                      2008(unaudited)Assets:Current
      Assets:Cash
      in bank
                      
                      $
                      5,334
                      
                      $
                      387Total
      Assets
                      
                      $
                      5,334
                      
                      $
                      387Liabilities
      and Stockholders' Deficit:Current
      Liabilities:Accounts
      payable
                      
                      $
                      675
                      
                      $
                      3,300Notes
      and accrued interest payable to related parties
                      
                      
                      58,357
                      
                      
                      44,249Total
      Current Liabilities
                      
                      
                      59,032
                      
                      
                      47,549Stockholders'
      DeficitConvertible
      preferred stock, $.001 par value, 5,000,000shares
      authorized, 633 shares issued and outstanding
                      
                      
                      1
                      
                      
                      1Common
      stock, $.001 par value, 95,000,000 sharesauthorized,
      17,300,709 shares issued and outstanding
                      
                      
                      17,301
                      
                      
                      17,301Retained
      Deficit
                      
                      
                      (5,064)
                      
                      
                      (5,064)Deficit
      accumulated during the development stage
                      
                      
                      (65,936)
                      
                      
                      (59,400)Total
      Stockholders' Deficit
                      
                      
                      (53,698)
                      
                      
                      (47,162)Total
      Liabilities and Stockholders' Deficit
                      
                      $
                      5,334
                      
                      $
                      387The
      accompanying notes are an integral part of these financial
      statements.









3





PMI
      Construction Group(A
      Development Stage Enterprise)Statements
      of OperationsFor
      the periodfrom
      the dateof
      developmentstage
      inceptionFor
      the Three Months Ended
                  
                  (February
      17,March
      31,
                  
                  2004)
      Through2009
                  
                  2008
                  
                  March
      31, 2009(unaudited)
                  
                  (unaudited)
                  
                  (unaudited)Revenue
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Expense:General
      and administrativeexpenses
                  
                  
                  5,428
                  
                  
                  7,850
                  
                  
                  58,129Interest
      expense
                  
                  
                  1,108
                  
                  
                  1,037
                  
                  
                  7,807Total
      Expenses
                  
                  
                  6,536
                  
                  
                  8,887
                  
                  
                  65,936Net
      Loss
                  
                  $
                  (6,536)
                  
                  $
                  (8,887)
                  
                  $
                  (65,936)Net
      loss per common share
                  
                  $
                  (0.00)
                  
                  $
                  (0.00)Net
      loss per fully dilutedcommon
      share
                  
                  $
                  (0.00)
                  
                  $
                  (0.00)Weighted
      average number ofcommon
      shares outstanding
                  
                  
                  17,300,709
                  
                  
                  16,228,813Weighted
      average number offully
      diluted common sharesoutstanding
                  
                  
                  17,301,342
                  
                  
                  17,301,553The
      accompanying notes are an integral part of these financial
      statements.









4





PMI
      Construction Group(A
      Development Stage Enterprise)Statements
      of Cash FlowsFor
      the periodfrom
      the dateof
      developmentstage
      inceptionFor
      the Three Months Ended
                                                  
                                                  (February
      17,March
      31,
                                                  
                                                  2004)
      Through2009
                                                  
                                                  2008
                                                  
                                                  March
      31, 2009(unaudited)
                                                  
                                                  (unaudited)
                                                  
                                                  (unaudited)Operating
      Activities:Net
      loss from operations
                                                  
                                                  $
                                                  (6,536)
                                                  
                                                  $
                                                  (8,887)
                                                  
                                                  $
                                                  (65,936)Adjustments
      to reconcile netloss
      to net cash position:Conversion
      of interestpayable
      to common stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  23
                                                  
                                                  
                                                  312Prepaid
      expense
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -Accounts
      payable
                                                  
                                                  
                                                  (2,625)
                                                  
                                                  
                                                  74
                                                  
                                                  
                                                  (208)Interest
      payable torelated
      parties
                                                  
                                                  
                                                  1,108
                                                  
                                                  
                                                  1,014
                                                  
                                                  
                                                  6,149Net
      Cash Used for OperatingActivities
                                                  
                                                  
                                                  (8,053)
                                                  
                                                  
                                                  (7,776)
                                                  
                                                  
                                                  (59,683)Financing
      Activities:Conversion
      of interest payable tonote
      payable
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  1,200Notes
      payable - related parties
                                                  
                                                  
                                                  13,000
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  63,817Net
      Cash Provided fromFinancing
      Activities
                                                  
                                                  
                                                  13,000
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  65,017Increase
      (decrease) in cash
                                                  
                                                  
                                                  4,947
                                                  
                                                  
                                                  (7,776)
                                                  
                                                  
                                                  5,334Cash
      at  beginning  ofperiod
                                                  
                                                  
                                                  387
                                                  
                                                  
                                                  13,722
                                                  
                                                  
                                                  -Cash
      at end of period
                                                  
                                                  $
                                                  5,334
                                                  
                                                  $
                                                  5,946
                                                  
                                                  $
                                                  5,334The
      accompanying notes are an integral part of these financial
      statements.







5







PMI
Construction Group


(A
Development Stage Enterprise)


Notes to
Unaudited Financial Statements


March 31,
2009








Note 1:
Basis of Presentation





The
accompanying unaudited financial statements of PMI Construction Group (the
“Company”) were prepared pursuant to the rules and regulations of the United
States Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations.
Management of the Company (“Management”) believes that the following disclosures
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the audited financial statements
and the notes thereto for the year ended December 31, 2008 included in the
Company’s Form 10-K report.





These
unaudited financial statements reflect all adjustments, consisting only of
normal recurring adjustments that, in the opinion of Management, are necessary
to present fairly the financial position and results of operations of the
Company for the periods presented. Operating results for the three months ended
March 31, 2009, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.





Note 2:
Summary of Significant Accounting Policies





Organization – The
Company was incorporated under the laws of the State of Utah on November 11,
1980 as Bullhead Exploration, Inc. On February 19, 1997 the Company changed its
name and its corporate domicile was changed to the state of Nevada. The Company
was a party to a Settlement and Release Agreement filed in the United States
District Court for the District of Utah, Central Division, having an agreed
effective date of February 17, 2004, which resulted in a change of control of
the Company in August 2004. Since that time the Company has obtained loans and
issued its common stock for cash, to finance its endeavors in seeking a new
business venture. The Company has not generated any revenue since 2004 and is
considered a development stage enterprise as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7.





Quasi Reorganization
– The Company sold substantially all of its assets during 2000 and remained
dormant until 2004 when it commenced to seek a new business venture. In
accordance with SFAS No. 7, the Company became a development stage enterprise at
that time and the stockholders of the Company approved a quasi reorganization
effective as of January 1, 2004. The quasi reorganization provided for a
readjustment of the Company’s capital accounts and resulted in its retained
deficit from prior operations being offset against its paid-in capital account
in the amount of $1,928,775 and the remaining deficit of $5,064 continues to be
reflected as a retained deficit. The Company also created a new equity account
entitled “Deficit Accumulated During the Development Stage” and the results of
operations have since been recorded in that account. No other accounts were
affected by this readjustment and the Company’s accounting is substantially
similar to that of a new enterprise.





Use
of Estimates – The accompanying unaudited financial statements are
prepared in conformity with accounting principles generally accepted in the
United States of America and require that Management make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities. The use of estimates and
assumptions may also affect the reported amounts of expenses. Actual results
could differ from those estimates or
assumptions.




Net
Loss and Fully Diluted Loss per Share of Common Stock – The loss per
share of common stock is computed by dividing the net loss during the periods
presented by the weighted average number of shares outstanding during those same
periods. The diluted loss per share of common stock is computed by dividing the
net loss during the periods presented by the weighted average number of shares
outstanding and the potential number of shares that could be outstanding during
the entire period presented as a result of the conversion of preferred stock
into common stock and for the three months ended March 31, 2008, the exercise of
an option given to a holder of a promissory note to convert the principal
balance and accrued interest into shares of the Company’s common stock. The
conversion option was exercised in March 2008, resulting in the issuance of
1,608,160 shares of common stock. At March 31, 2009, 633 shares of preferred
stock are outstanding that may be converted into 633 shares of common stock.
None of the present notes payable to related parties contain a conversion
feature.






6





Income Taxes – The
Company has no deferred taxes arising from temporary differences between income
for financial reporting and for income tax purposes. At March 31, 2009, the
Company has a net operating loss carry forward of approximately $66,000 that
expires if unused through 2029. The Company’s utilization of any net operating
loss carry forward may be unlikely as a result of its intended development stage
activities.  A deferred tax asset in the amount of $9,900 is fully
offset by a valuation allowance in the same amount.  The change in the
valuation allowance was $980 and $1,300 for the three months ended March 31,
2009 and 2008, respectively.





Note 3:
Going Concern




The
Company’s financial statements have been prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not generated any
revenue since entering the development stage and is currently dependent on its
sole officer/director (“Executive”) to provide a source of future operating
capital. The Company is also dependent on the Executive serving in his
capacities without compensation. During the three months ended March 31, 2009,
the Executive provided $13,000 to the Company. The Company assumes that the
Executive will continue to provide operating capital to the Company or find
other individuals or entities to provide such capital. No assurance can be given
that future sources of the capital will be available. A change in these
circumstances would have a material adverse effect on the Company’s ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





Note 4:
Capital Stock





Convertible Preferred
Stock – The Company has 633 shares of convertible preferred stock issued
and outstanding with the following preferences: a) these shares are convertible
into 633 shares of common stock at any time and shall be converted into common
stock upon the death of the registered owner; and, b) each preferred share is
entitled to twenty votes on any matter voted upon by the common
stockholders.





Preferred Stock and Common
Stock – The Company’s Board of Directors is expressly granted the
authority to issue without stockholder action, the authorized shares of the
Company’s preferred and common stock. The Board of Directors may determine the
powers, preferences, limitations, and relative rights of any class of common or
preferred stock before the issuance thereof.





Note 5:
Related Party Transactions





Effective
September 1, 2006, a stockholder of the Company paid the Company’s accounts
payable in the amount of $10,317 and entered into an unsecured note payable with
the Company. The terms of the note require repayment on January 31, 2008,
bearing interest at 8% per annum. At March 31, 2009, the stockholder has
verbally agreed not to pursue the collection of the note and accrued interest in
the amount of $2,132.





On April
20, 2007, the Company entered into an unsecured convertible note for $1,500
bearing interest at 8% per annum with a stockholder of the Company who exercised
the conversion provision in March 2008. The conversion provision provided that
the principal amount and all accrued interest may be converted into shares of
the Company’s common stock at the rate of one share for each $0.001. As a
result, 1,608,160 shares of common stock were issued in March 2008.





Since
August 2007, the Executive has provided cash to the Company pursuant to
unsecured demand notes bearing interest at 10% per annum for a total of $42,000
at March 31, 2009. Interest has accrued on these notes and at March 31, 2009,
accrued interest of $3,907 is payable.









7





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





Special
Note Regarding Forward-Looking Statements





This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the Plan
of Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."




Critical
Accounting Policies and Estimates




The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited Financial Statements and accompanying notes. 
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Actual results could differ from these estimates under different
assumptions or conditions.  The Company believes there have
been no significant changes during the three month period ended March 31,
2009, to the items disclosed as significant accounting policies in
management's Notes to the Financial Statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2008.





Corporate
History





PMI
Construction Group, a Nevada corporation, (the “Company”) terminated its
subsidiary operations and has engaged in no business since the termination of
its subsidiary operations. During February 2004, a change of control of the
Company occurred and since that time the Company has been looking for a business
opportunity.  The Company was originally incorporated on November 11,
1980 in the State of Utah under the name Bullhead Exploration,
Inc.  On January 31, 1994, Bullhead Exploration, Inc. changed its
domicile to Delaware and its name to Intrazone, Inc.  In February
1997, the Company changed its state of domicile to Nevada through the merger of
the Company with a wholly-owned subsidiary created for the purpose of
effectuating a change of domicile and subsequently changed its name to PMI
Construction Group.





The
Company was originally incorporated to seek investment opportunities in the oil
and gas industries.  At inception the Company issued 348,837 shares of
its common stock, par value $0.001 per share (the “Common Stock”) to its
officers and directors for cash.  The Company then completed the sale
of 1,000,000 shares of its Common Stock for aggregate proceeds of $25,000
pursuant to an intrastate exemption for the sale of securities.





The
Company engaged in limited business operations until it acquired P.G.
Entertainment, Inc., a California corporation (“PGE”) through a stock exchange
in January 1994.  As part of the acquisition of PGE, the Company
consolidated its Common Stock on a one for three basis reducing the then issued
and outstanding shares of Common Stock from 1,348,837 to 449,658, after
adjustments for the reverse split.  The stockholders of PGE received a
total of 1,798,448 post split shares of Common Stock and 105,000 shares of
convertible preferred stock in the acquisition.  Approximately 60% of
the shares of preferred stock were subsequently converted to shares of Common
Stock in October 1995 and except for a nominal number the balance were converted
to shares of Common Stock in November of 1999.  PGE was engaged in the
entertainment industry with interest in animation, interactive programming, and
computer imaging and graphics technology.  PGE’s operation did not
prove profitable and in 1998, the Company ceased the operations of
PGE.





In March
1999, the Company acquired Promotora Mexicana de Infraestructura, S.A. de C.V.,
a Mexican corporation (“Promotora”) which was in the construction and
development of commercial, residential and resort properties in
Mexico.  Upon the acquisition of Promotora, the Company reverse split
the outstanding shares of Common Stock on a 1 for 2 basis, and changed its name
to PMI Construction Group. Its business focus to be the construction
industry.  Promotora was originally formed in 1993 by Bernardo
Quintana, who served as the Company’s president after the acquisition, to engage
in the construction industry in Mexico.  In conjunction with the
aforementioned acquisition, in April 1999, the Company acquired all of the
outstanding common stock of Promotora Mexicana de Inmobiliaria
(“Inmobiliaria”).  Inmobiliaria was also founded by Bernardo
Quintana.  Inmobiliaria focuses on real estate purchasing, selling,
leasing and administrative services.  Inmobiliaria’s principal revenue
was from leasing of real estate. A total of 2,749,525 shares of Common Stock
were issued by the Company to acquire these subsidiaries.






8





The
operations of Promotora and Inmobiliaria proved to be unprofitable when the
economies in Mexico and the United States went into a recession in early
2000.  The Company was forced to sell the subsidiaries back to
Bernardo Quintana as part of a plan to close the operations without affecting
the status of the Company.  The Company remained dormant for several
years thereafter and since 2004 has been looking for new business
opportunities.  During this intervening time,  a lawsuit was
filed by one of the Company’s stockholders as a result of the sale of the
subsidiaries back to Mr. Quintana. As part of the settlement of the lawsuit, Mr.
Quintana transferred the ownership interest that he retained in the Company to
the stockholder.





The
Company has had no operations and is currently seeking an acquisition or merger
to bring an operating entity into the Company.  In order to finance
its search for an operating entity, the Company, in 2004, entered into unsecured
Convertible Notes bearing interest at 8% per annum with three parties, one of
which was the sole officer and director of the Company and another a
stockholder, whereby it received $10,000. The Stockholders of the Company also
voted to enter into a quasi-reorganization whereby the paid-in capital account
was eliminated against the retained deficit account and thus commencing the
Company’s development stage activities. During 2006, these three parties
exercised the conversion provision of the Convertible Notes and were issued
11,513,920 shares of Common Stock, which included interest. During April of
2007, the Company again entered into unsecured Convertible Notes bearing
interest at 8% per annum, whereby it received $1,500.  In March 2008,
the conversion provision of this Convertible Note and accrued interest was
exercised and 1,608,160 shares of Common Stock were issued.





The
Company also entered into a $25,000 unsecured line of credit demand note bearing
interest at 10% per annum with its officer/director, which amount was drawn down
in August and December of 2007. At March 31, 2009, this note and accured
interest remains outstanding.  At March 31, 2009, the Company owed the
officer/director $45,907 with the officer and director providing another $13,000
in funds during the March 31, 2009 quarter.





Plan of
Operations





Overview:





The
Company has not received any revenue from operations in each of the last two
fiscal years and is considered a development stage enterprise. The Company’s
current operations have consisted of taking such action as management believes
necessary to prepare to seek an acquisition or merger with an operating entity.
The Company’s sole officer and director, who is a stockholder of the Company,
has financed the Company's current operations, which have consisted primarily of
maintaining in good standing the Company's corporate status, in fulfilling its
filing requirements with the Securities and Exchange Commission, including the
audit of its financial statements, and in changing the marketplace of its
securities.





The
financial statements contained in this interim report have been prepared
assuming that the Company will continue as a going concern. The Company is not
engaged in any revenue producing activities and has not established any source
of revenue other than described herein. These factors raise substantial doubt
that the Company will be able to continue as a going concern even though
management believes that sufficient funding is available to meet its operating
needs during the next twelve months. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





Risks
associated with the plan of operations:





In its
search for a business opportunity, management anticipates that the Company will
incur additional costs for legal and accounting fees to locate and complete a
merger or acquisition.  As previously discussed, the Company does not
have any revenue producing activities whereby it can meet the financial
requirements of seeking a business opportunity. As of March 31, 2009, the
Company has debts of $59,032 and may further obligate itself as it pursues its
plan of operations. There can be no assurance that the Company will receive any
benefits from the efforts of management to locate a business
opportunity.






9





The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, attempt to
acquire any business in any industry. The Company has unrestricted discretion in
seeking and participating in a business opportunity, subject to the availability
of such opportunities, economic conditions, and other factors. Consequently, if
and when a business opportunity is selected, such business opportunity may not
be in an industry that is following general business trends.





The
selection of a business opportunity in which to participate is complex and
risky. Additionally, the Company has only limited resources and this fact may
make it more difficult to find any such opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
stockholders. The Company will select any potential business opportunity based
on management's business judgment. The Company may acquire or participate in a
business opportunity based on the decision of management that potentially could
act without the consent, vote, or approval of the Company's
stockholders.





Since its
inception, the Company has not generated any revenue and it is unlikely that any
revenue will be generated until such time as the Company locates a business
opportunity to acquire or with which it can merge. However, the Company is not
restricting its search to those business opportunities that have profitable
operations. Even though a business opportunity is acquired that has revenues or
gross income, there is no assurance that profitable operations or net income
will result therefrom. Consequently, even though the Company may be successful
in acquiring a business opportunity, such acquisition does not assume that a
profitable business opportunity is being acquired or that stockholders will
benefit through an increase in the market price of the Company's Common
Stock.





The
acquisition of a business opportunity, no matter what form it may take, will
almost assuredly result in substantial dilution for the Company's current
stockholders. Inasmuch as the Company only has its equity securities (its Common
Stock and preferred stock) as a source to provide consideration for the
acquisition of a business opportunity, the Company's issuance of a substantial
portion of its authorized Common Stock is the most likely method for the Company
to consummate an acquisition. The issuance of any shares of the Company's Common
Stock will dilute the ownership percentage that current stockholders have in the
Company.





The
Company does not intend to employ anyone in the future, unless its present
business operations were to change. At the present time, management does not
believe it is necessary for the Company to have an administrative office and
utilizes the mailing address of the Company's president for business
correspondence. The Company intends to reimburse management for any out of
pocket costs other than those associated with maintaining the Company’s business
address.





Liquidity and Capital
Resources





As of
March 31, 2009, the Company had a negative $53,698 in working capital with
$5,334 in assets and liabilities of $59,032.  If the Company cannot
find a new business, it will have to seek additional capital either through the
sale of its shares of Common Stock or through a loan from its officer,
stockholders or others. The Company has only incidental ongoing expenses
primarily associated with maintaining its corporate status and professional fees
associated with accounting and legal costs.





Management
anticipates that the Company will incur more costs including legal and
accounting fees to locate and complete a merger or acquisition.  At
the present time the Company does not have the assets to meet these financial
requirements. Additionally, the Company does not have substantial assets to
entice potential business opportunities to enter into transactions with the
Company.





It is
unlikely that any revenue will be generated until the Company locates a business
opportunity that it may acquire or with which it may
merge.  Management of the Company will be investigating various
business opportunities.  These efforts may result in the Company
incurring out of pocket expenses for its management and expenses associated with
legal and accounting costs.  There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.






10





If
and when the Company locates a business opportunity, management of the Company
will give consideration to the dollar amount of that entity's profitable
operations and the adequacy of its working capital in determining the terms and
conditions under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the Company's
stockholders as it has only limited capital and no operations.





Results of
Operations





For the
three months ended March 31, 2009, the Company had a net loss of $6,536,
compared to a loss for the three months ended March 31, 2008, of $8,887. The
Company anticipates losses to remain at the present level or slightly higher
until a business opportunity is found. The Company had no revenue during the
three months ended March 31, 2009. The Company does not anticipate any revenue
until it locates a new business opportunity.





Off-balance
sheet arrangements





The
Company does not have any off-balance sheet arrangements and it is not
anticipated that the Company will enter into any off-balance sheet
arrangements.





Forward-looking
Statements





The
Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe
harbor for forward-looking statements made by or on behalf of our Company. Our
Company and our representatives may from time to time make written or oral
statements that are “forward-looking,” including statements contained in this
quarterly Report and other filings with the Securities and Exchange Commission
and in reports to our Company’s stockholders. Management believes that all
statements that express expectations and projections with respect to future
matters, as well as from developments beyond our Company’s control including
changes in global economic conditions are forward-looking statements within the
meaning of the Act. These statements are made on the basis of management’s views
and assumptions, as of the time the statements are made, regarding future events
and business performance. There can be no assurance, however, that management’s
expectations will necessarily come to pass. Factors that may affect forward-
looking statements include a wide range of factors that could materially affect
future developments and performance, including the following:





Changes
in Company-wide strategies, which may result in changes in the types or mix of
businesses in which our Company is involved or chooses to invest; changes in
U.S., global or regional economic conditions, changes in U.S. and global
financial and equity markets, including significant interest rate fluctuations,
which may impede our Company’s access to, or increase the cost of, external
financing for our operations and investments; increased competitive pressures,
both domestically and internationally, legal and regulatory developments, such
as regulatory actions affecting environmental activities, the imposition by
foreign countries of trade restrictions and changes in international tax laws or
currency controls; adverse weather conditions or natural disasters, such as
hurricanes and earthquakes, labor disputes, which may lead to increased costs or
disruption of operations.





This list
of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.




Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





NA-Smaller
Reporting Company






11




Item
4T.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our President and CFO, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and CFO
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.




Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.




Our
management, with the participation of the President and CFO, evaluated the
effectiveness of our internal control over financial reporting as of March 31,
2009.  Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of March 31, 2009, our internal
control over financial reporting was effective.





Our
controls and procedures are limited by the fact our President and CFO are the
same person and we do not have any other members of management.  As
such, there is an inability to have accounting functions performed by more than
one person.  We do have an outside CPA who prepares our financial
statements are reviews all accounting matters before they are provided to our
auditors.





Changes
in internal control over financial reporting





There
have been no changes in internal control over financial reporting.





PART
II - OTHER INFORMATION





ITEM
1.  Legal Proceedings





None





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





Recent Sales of Unregistered
Securities





We have
not sold for cash any restricted securities during the three months ended March
31, 2009; however, we did issue 1,608,160 shares of Common Stock to retire a
convertible note and accrued interest payable at a conversion rate of $0.001 per
share during 2008.






12





Use
of Proceeds of Registered Securities





None; not
applicable.





Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended March 31, 2009, we have not purchased any equity
securities nor have any officers or directors of the Company.





ITEM
3.  Defaults Upon Senior Securities





We are
not aware of any defaults upon senior securities. We have a $42,000 demand note
payable to our officer and director. Demand for payment of this note has not
been made and we have received a verbal assurance from our officer and director
that such demand will not be forthcoming in the near future.  We also
have a note payable in the amount of $10,317 that was due on January 31, 2008.
Likewise, we have received a verbal assurance from the holder thereof that
demand for payment will not be forthcoming. As of March 31, 2009, we owed our
officer and director $45,907 including principal and interest.








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





No
matters were submitted to a vote of security holders during the quarter ended
March 31, 2009.





ITEM
5.  Other Information.





None





ITEM
6.  Exhibits





a) Index
of Exhibits:





Exhibit
      Table #
              
              Title
      of Document
              
              Location3(i)
              
              Articles
      of Incorporation
              
              Incorporated
      by reference *3(i)
              
              Amended
      Articles of Incorporation
              
              Incorporated
      by reference *3(i)
              
              Amended
      Articles of Incorporation
              
              Incorporated
      by reference *3(ii)
              
              Bylaws
              
              Incorporated
      by reference *4
              
              Specimen
      Stock Certificate
              
              Incorporated
      by reference *11
              
              Computation
      of loss per share
              
              Notes
      to financial statements31
              
              Rule
      13a-14(a)/15d-14a(a) Certification — CEO & CFO
              
              This
      filing32
              
              Section
      1350 Certification — CEO & CFO
              
              This
      filing*  Incorporated
      by reference from the Company's registration statement on Form 10-SB filed
      with the Commission, SEC File No.
000-52790.










13





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.





PMI Construction
Group


(Registrant)





Dated:
May 19,
2009                                                                                                By:/s/ C. Eugene
Gronning


C.
Eugene Gronning


Chief
Executive Officer


Chief
Financial Officer


Director