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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, 2009
  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

SGB INTERNATIONAL HOLDINGS
INC.(Exact name of registrant as specified in its
charter)

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

909  6081 No. 3 Road, Richmond, BC Canada V6Y 2B2(Address of principal executive offices) (Zip Code)

(Registrants telephone number, including area code) (604)
484-3127

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. [X] Yes [ ] 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).
[ ]Yes [ ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|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). [X]Yes [ ] No

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- ii -

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

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. [ ]Yes [ ] 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:
22,820,445 shares of common stock issued and outstanding as of November 17,
2009

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- iii -

TABLE OF CONTENTS

|PART IFINANCIAL INFORMATION    | 1                                                                                          
|------------------------------- | -------------------------------------------------------------------------------------------
|Item 1.                         | Financial
      Statements                                                                 
|Item 2.                         | Managements
      Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                         | Quantitative
      and Qualitative Disclosures about Market Risk                           
|Item 4T.                        | Controls and Procedures                                                                    
|PART IIOTHER
      INFORMATION | 16                                                                                         
|Item 1.                         | Legal Proceedings                                                                          
|Item 1A.                        | Risk Factors                                                                               
|Item 2.                         | Unregistered Sales of Equity Securities and Use of
      Proceeds                          
|Item 3.                         | Defaults upon
      Senior Securities                                                      
|Item 4.                         | Submission of Matters to a Vote of Security Holders                                        
|Item 5.                         | Other
      Information                                                                    
|Item 6.                         | Exhibits                                                                                   
|SIGNATURES                      | 22                                                                                         

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1

PART IFINANCIAL INFORMATION

Item 1. Financial Statements

These consolidated financial statements have been prepared by
SGB International Holdings Inc. (the Company) without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission
(SEC). 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, 2009, and its results of operations, stockholders
equity, and its cash flows for the three and six month period ended September
30, 2009. 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-K filed on July 17,
2009.

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2

|SGB INTERNATIONAL HOLDINGS INC.                    
|---------------------------------------------------
|(Formerly Orca International Language Schools Inc.)
|(A Development Stage Company)                      
|                                                   
|September 30, 2009                                 

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | 3    
|Statements of Operations          | 4    
|Statements of Cash Flows          | 5    
|Notes to the Financial Statements | 6    

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3

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

|                                                                   |  |                   |   | As of         |  
|------------------------------------------------------------------ |  | ----------------- | - | ------------- | -
|                                                                   |  |                   |   | September 30, |  
|                                                                   |  |                   |   | 2009          |  
|                                                                   |  |                   |   | (unaudited)   |  
|ASSETS                                                             |  |                   |   |               |  
|Current Assets                                                     |  |                   |   |               |  
|Cash                                                               |  |                   | $ | 93,973        |  
|Current assets of discontinued operations                          |  | (Note 8 )         |   | -             |  
|GST receivable                                                     |  |                   |   | 4,604         |  
|Total Current Assets                                               |  |                   |   | 98,577        |  
|Property and Equipment                                             |  | (Note
      3 )   |   | -             |  
|Total Assets                                                       |  |                   | $ | 98,577        |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)               |  |                   |   |               |  
|Current Liabilities                                                |  |                   |   |               |  
|Accounts payable                                                   |  |                   | $ | -             |  
|Accrued liabilities                                                |  | (Note 4 )         |   | 19,814        |  
|Due to related parties                                             |  | (Note 5-e )       |   | 135,963       |  
|Notes payable                                                      |  | (Note 6 )         |   | -             |  
|Total Liabilities                                                  |  |                   |   | 155,777       |  
|Commitments and Contingencies                                      |  | (Note 9 )         |   |               |  
|Stockholders Equity (Deficit)                                     |  |                   |   |               |  
|Common Stock, Unlimited shares authorized, without par
      value |  |                   |   |               |  
|22,820,445 shares issued and outstanding                           |  |                   |   | 253,216       |  
|Subscriptions Receivable                                           |  | (Note 7-g )       |   | -             |  
|Donated Capital                                                    |  | (Note 5-d & 7-g ) |   | 71,435        |  
|Accumulated Other Comprehensive Loss                               |  |                   |   | (42,775       | )
|Deficit Accumulated During the Development Stage                   |  |                   |   | (339,076      | )
|Total
      Stockholders Equity (Deficit)                         |  |                   |   | (57,200       | )
|Total Liabilities and Stockholders Equity (Deficit)               |  |                   | $ | 98,577        |  

See Notes to Financial Statements

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4

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

|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   | Accumulated   |  
|-------------------------------------------- |  | --------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   | from          |  
|                                             |  |           |   |   | For the       |   |   | For the       |   |   | For the       |   |   | For the       |   |   | Nov 6,1997    |  
|                                             |  |           |   |   | Three Months  |   |   | Three Months  |   |   | Six Months    |   |   | Six Months    |   |   | (Date of      |  
|                                             |  |           |   |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | Inception) to |  
|                                             |  |           |   |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30, |  
|                                             |  |           |   |   | 2009          |   |   | 2008          |   |   | 2009          |   |   | 2008          |   |   | 2009          |  
|Revenue                                      |  |           |   | $ | -             |   | $ | -             |   | $ | -             |   | $ | -             |   | $ | -             |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Expenses                                     |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Amortization                                 |  |           |   |   |               |   |   | 175           |   |   | 131           |   |   | 355           |   |   | 1,984         |  
|Automobile                                   |  |           |   |   | 72            |   |   | -             |   |   | 238           |   |   | 1,083         |   |   | 898           |  
|General and administrative                   |  |           |   |   | 2,489         |   |   | 1,620         |   |   | 6,224         |   |   | 2,629         |   |   | 42,612        |  
|Interest                                     |  |           |   |   | -             |   |   | 121           |   |   | 74            |   |   | 998           |   |   | 2,244         |  
|Director fee                                 |  | (Note 5-a | ) |   | 20,158        |   |   | -             |   |   | 20,158        |   |   | -             |   |   | 20,158        |  
|Management fees                              |  | (Note 5-b | ) |   | 23,038        |   |   | 1,441         |   |   | 43,601        |   |   | 2,926         |   |   | 82,272        |  
|Professional fees                            |  |           |   |   | 5,505         |   |   | 20,904        |   |   | 9,350         |   |   | 35,847        |   |   | 127,626       |  
|Rent                                         |  | (Note 5-c | ) |   | 2,180         |   |   | 720           |   |   | 4,127         |   |   | 1,643         |   |   | 19,847        |  
|Travel                                       |  |           |   |   | -             |   |   | -             |   |   | 1,958         |   |   | 1,014         |   |   | 2,419         |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Total Expenses                               |  |           |   |   | 53,441        |   |   | 24,981        |   |   | 85,860        |   |   | 46,315        |   |   | 300,059       |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Net Loss from Continuing Operations          |  |           |   |   | (53,441       | ) |   | (24,981       | ) |   | (85,860       | ) |   | (46,315       | ) |   | (300,059      | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Other Income                                 |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Gain on Disposal of Temporary Investments    |  |           |   |   | -             |   |   | -             |   |   | -             |   |   | -             |   |   | 946           |  
|Forgiveness
      of debt                    |  |           |   |   |               |   |   | 7,802         |   |   |               |   |   | 7,802         |   |   | 7,095         |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Net Loss before Discontinued Operations      |  |           |   |   | (53,441       | ) |   | (17,179       | ) |   | (85,860       | ) |   | (38,513       | ) |   | (292,018      | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Discontinued
      Operations                |  |           |   |   | -             |   |   | -             |   |   | -             |   |   | -             |   |   | (47,058       | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Net Loss                                     |  |           |   |   | (53,441       | ) |   | (17,179       | ) |   | (85,860       | ) |   | (38,513       | ) |   | (339,076      | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Other Comprehensive Income (Loss)            |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Foreign currency translation adjustment      |  |           |   |   | 1,098         |   |   | 1,327         |   |   | (51,778       | ) |   | 1,183         |   |   | (42,774       | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Comprehensive Loss                           |  |           |   | $ | (52,344       | ) | $ | (15,852       | ) | $ | (137,638      | ) | $ | (37,330       | ) | $ | (381,851      | )
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Net Loss Per Share
       Basic and Diluted |  |           |   |   | 0.00          |   |   | (0.00         | ) |   | (0.00         | ) |   | (0.01         | ) |   | N/A           |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|                                             |  |           |   |   |               |   |   |               |   |   |               |   |   |               |   |   |               |  
|Weighted Average Shares Outstanding          |  |           |   |   | 22,820,445    |   |   | 5,071,000     |   |   | 22,820,445    |   |   | 5,124,000     |   |   | N/A           |  

See Notes to Financial Statements

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5

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

|                                                   |   |               |   |   |               |   |   | Accumulated   |  
|-------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                                   |   |               |   |   |               |   |   | From          |  
|                                                   |   | For the       |   |   | For the       |   |   | Nov 6, 1997   |  
|                                                   |   | Six Months    |   |   | Six Months    |   |   | (Date of      |  
|                                                   |   | Ended         |   |   | Ended         |   |   | Inception)    |  
|                                                   |   | September 30, |   |   | September 30, |   |   | September 30, |  
|                                                   |   | 2009          |   |   | 2008          |   |   | 2009          |  
|                                                   |   |               |   |   |               |   |   |               |  
|Cash flows from operating activities               |   |               |   |   |               |   |   |               |  
|Net loss                                           | $ | (85,860       | ) | $ | (38,513       | ) | $ | (339,076      | )
|Adjustment to reconcile net
      loss to net cash |   |               |   |   |               |   |   |               |  
|used in operating activities:                      |   |               |   |   |               |   |   |               |  
|Amortization                                       |   | 149           |   |   | 355           |   |   | 2,003         |  
|Donated services                                   |   | -             |   |   | 4,388         |   |   | 66,439        |  
|Forgiven debt                                      |   | -             |   |   | (7,802        | ) |   | (7,096        | )
|Gain on sale of temporary investment               |   | -             |   |   | -             |   |   | (946          | )
|                                                   |   |               |   |   |               |   |   |               |  
|Changes in operating assets and liabilities:       |   |               |   |   |               |   |   |               |  
|Prepaid expenses                                   |   | -             |   |   | (4,039        | ) |   | (1,329        | )
|Accounts receivable                                |   | (1,734        | ) |   | (1,748        | ) |   | (4,232        | )
|Accounts payable and accrued liabilities           |   | 9,708         |   |   | (11,114       | ) |   | 20,117        |  
|Due to related
      party                         |   | -             |   |   | 2,578         |   |   | 32,631        |  
|                                                   |   |               |   |   |               |   |   |               |  
|Net Cash (Used
      for) by Operating Activities  |   | (77,737       | ) |   | (55,895       | ) |   | (231,489      | )
|                                                   |   |               |   |   |               |   |   |               |  
|Cash flows from investing activities               |   |               |   |   |               |   |   |               |  
|                                                   |   |               |   |   |               |   |   |               |  
|Purchase of temporary investment                   |   | -             |   |   | -             |   |   | (1,785        | )
|Proceeds from sale of
      temporary investment   |   | -             |   |   | -             |   |   | 2,795         |  
|Purchase of
      property and equipment           |   | -             |   |   | -             |   |   | (1,957        | )
|                                                   |   |               |   |   |               |   |   |               |  
|Net Cash (Used for) Provided by Investing          |   |               |   |   |               |   |   |               |  
|Activities                                         |   | -             |   |   | -             |   |   | (947          | )
|                                                   |   |               |   |   |               |   |   |               |  
|Cash flows from financing activities               |   |               |   |   |               |   |   |               |  
|                                                   |   |               |   |   |               |   |   |               |  
|Proceeds from notes payable                        |   | -             |   |   | 7,548         |   |   | 12,867        |  
|Advances from related parties                      |   | 106,584       |   |   | 44,346        |   |   | 183,146       |  
|Proceeds from common stock subscribed              |   | -             |   |   | -             |   |   | 122,507       |  
|                                                   |   |               |   |   |               |   |   |               |  
|Net Cash (Used for) Provided by Financing          |   |               |   |   |               |   |   |               |  
|Activities                                         |   | 106,584       |   |   | 51,894        |   |   | 318,520       |  
|                                                   |   |               |   |   |               |   |   |               |  
|Effect of exchange
      rate changes on cash      |   | 8,396         |   |   | 1,239         |   |   | 7,889         |  
|                                                   |   |               |   |   |               |   |   |               |  
|Increase (Decrease) In Cash                        |   | 37,243        |   |   | (2,762        | ) |   | 93,973        |  
|                                                   |   |               |   |   |               |   |   |               |  
|Cash  Beginning
      of Period                   |   | 56,730        |   |   | 3,592         |   |   | -             |  
|                                                   |   |               |   |   |               |   |   |               |  
|Cash  End of
      Period                         | $ | 93,973        |   | $ | 830           |   | $ | 93,973        |  
|                                                   |   |               |   |   |               |   |   |               |  
|Supplemental Disclosures                           |   |               |   |   |               |   |   |               |  
|Interest paid                                      | $ | -             |   | $ | -             |   | $ | 363           |  
|Income taxes paid                                  | $ | -             |   | $ | -             |   | $ | -             |  

See Notes to Financial Statements

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6

|SGB INTERNATIONAL HOLDINGS INC.                    
|---------------------------------------------------
|(Formerly Orca International Language Schools Inc.)
|(A Development Stage Company)                      
|Notes to the Financial Statements                  
|(Expressed in US dollars)                          
|September 30, 2009                                 
|(Unaudited)                                        

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Orca International Language Schools Inc. (the Company)
      was incorporated in British Columbia, Canada on November 6, 1997. It
      changed its name to SGB International Holdings Company on March 3, 2009.
      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. During the third quarter of 2008,
      the Company changed its principal business from the language education
      business to energy investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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, 2009, the Company has working capital
      deficit of $57,200 and accumulated losses of $381,851 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

7

| | d) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive loss
      and its components in the financial statements. As at September 30, 2009,
      the Companys only component of comprehensive income consisted of foreign
      currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | e) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | f) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Property and equipment consists of computer hardware, is
      recorded at cost, and is depreciated on a straight line basis over an
      estimated useful life of three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | g) | Website Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants (AICPA) Statement of Position (SOP) No.
      98-1, Accounting for the Costs of Computer Software Developed or
      Obtained for Internal Use. The Company also follows the guidance
      pursuant to the Emerging Issues Task Force (EITF) No. 00-2, Accounting
      for Website Development Costs for website development costs incurred.
      The Company capitalizes website development costs that meet the
      capitalization criteria contained in SOP No. 98-1 unless recoverability of
      costs is not assured. To date the Company has charged all website
      development costs to operations.                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | h) | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the Company tests
      long-lived assets or asset groups for recoverability when events or
      changes in circumstances indicate that their carrying amount may not be
      recoverable. Circumstances which could trigger a review include, but are
      not limited to: significant decreases in the market price of the asset;
      significant adverse changes in the business climate or legal factors;
      accumulation of costs significantly in excess of the amount originally
      expected for the acquisition or construction of the asset; current period
      cash flow or operating losses combined with a history of losses or a
      forecast of continuing losses associated with the use of the asset; and
      current expectation that the asset will more likely than not be sold or
      disposed significantly before the end of its estimated useful
  life.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Recoverability is assessed based on the carrying amount
      of the asset and its fair value which is generally determined based on the
      sum of the undiscounted cash flows expected to result from the use and the
      eventual disposal of the asset, as well as specific appraisal in certain
      instances. An impairment loss is recognized when the carrying amount is
      not recoverable and exceeds fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | i) | Financial Instruments and Fair Value Measures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | SFAS No. 157 Fair Value Measurementsrequires an
      entity to maximize the use of observable inputs and minimize the use of
      unobservable inputs when measuring fair value. SFAS No. 157 establishes a
      fair value hierarchy based on the level of independent, objective evidence
      surrounding the inputs used to measure fair value. A financial
      instruments categorization within the fair value hierarchy is based upon
      the lowest level of input that is significant to the fair value
      measurement. SFAS No. 157 prioritizes the inputs into three levels that
      may be used to measure fair value:                                                                                                                                                                                                                                                                                                                                                         

Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.

Level 2

Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.

Level 3

Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.

---

8

| |    | Our financial instruments consist principally of cash,
      accounts receivable, accrued liabilities, accounts payable, and amounts
      due to a related party. Pursuant to SFAS No. 157, the fair value of our
      cash equivalents is determined based on Level 1 inputs, which consist of
      quoted prices in active markets for identical assets. We believe that the
      recorded values of all of our other financial instruments approximate
      their current fair values because of their nature and respective maturity
      dates or durations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Companys operations are in Canada and the United
      States, which results in exposure to market risks from changes in foreign
      currency rates. The financial risk is the risk to the Companys operations
      that arise from fluctuations in foreign exchange rates and the degree of
      volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | j) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109 Accounting for Income Taxes as
      of its inception. Pursuant to SFAS No. 109 the Company is required to
      compute tax asset benefits for net operating losses carried forward.
      Potential benefit of net operating losses have not been recognized in
      these financial statements because the Company cannot be assured it is
      more likely than not it will utilize the net operating losses carried
      forward in future years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | k) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Companys functional currency is the Canadian dollar.
      The financial statements are translated to United States dollars in
      accordance with SFAS No. 52 Foreign Currency Translationusing
      period-end rates of exchange for assets and liabilities, and average rates
      of exchange for the year for revenues and expenses. Translation gains
      (losses) are recorded in accumulated other comprehensive income (loss) as
      a component of stockholders equity (deficit). Gains and losses arising on
      translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in United States dollars. The
      Company has not, to the date of these financial statements, entered into
      derivative instruments to offset the impact of foreign currency
      fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | l) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R Share Based Payments, using the
      fair value method. The Company has not issued any stock options and has
      had no unvested share based payments since inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In April 2009 the FASB issued FSP No. 141R-1 Accounting
      for Assets Acquired and Liabilities Assumed in a Business Combination That
      Arise from Contingencies, or FSP 141R-1. FSP 141R-1 amends the provisions
      in Statement 141R for the initial recognition and measurement, subsequent
      measurement and accounting, and disclosures for assets and liabilities
      arising from contingencies in business combinations. The FSP eliminates
      the distinction between contractual and non-contractual contingencies,
      including the initial recognition and measurement criteria in Statement
      141R and instead carries forward most of the provisions in SFAS 141 for
      acquired contingencies. FSP 141R-1 is effective for contingent assets and
      contingent liabilities acquired in business combinations for which the
      acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. We expect FSP
      141R-1 will have an impact on our financial statements, but the nature and
      magnitude of the specific effects will depend upon the nature, term and
      size of the acquired contingencies. The effect of adopting FSP 141R- 1
      will depend upon the nature, terms and size of any acquired contingencies
      consummated after the effective date of January 1, 2009.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | On April 9, 2009, the FASB issued three FSPs intended to
      provide additional application guidance and enhanced disclosures regarding
      fair value measurements and other-than-temporary impairments of
      securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | FSP FAS 157-4, Determining Fair Value When the Volume
      and Level of Activity for the Asset or Liability Have Significantly
      Decreased and Identifying Transactions That Are Not Orderly,provides
      guidelines for making fair value measurements more consistent with the
      principles presented in FASB Statement No. 157, Fair Value
      Measurements.FSP FAS 157-4 must be applied prospectively and
      retrospective application is not permitted. FSP FAS 157-4 is effective for
      interim and annual periods ending after June 15, 2009, with early adoption
      permitted for periods ending after March 15, 2009. An entity early
      adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS
      124-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | FSP FAS 115-2 and FAS 124-2, Recognition and
      Presentation of Other-Than-Temporary Impairments,provides additional
      guidance designed to create greater clarity and consistency in accounting
      for and presenting impairment losses on debt securities. FSP FAS 115-2 and
      FAS 124-2 is effective for interim and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

9

annual periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. An
entity may early adopt this FSP only if it also elects to early adopt FSP FAS
157-4.

FSP FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments, enhances consistency in
financial reporting by increasing the frequency of fair value disclosures. FSP
107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009,
with early adoption permitted for periods ending after March 15, 2009. However,
an entity may early adopt these interim fair value disclosure requirements only
if it also elects to early adopt FSP FAS 157-4 and FSP FAS 115-2 and FAS
124-2.

The Company is currently evaluating
the impact, if any, that the adoption of these FSPs will have on its financial
statements.

On April 13, 2009, the Securities and
Exchange Commissions (SEC) Office of the Chief Accountant and Division of
Corporation Finance issued SEC Staff Accounting Bulletin 111 (SAB 111). SAB
111 amends and replaces SAB Topic 5M, Miscellaneous AccountingOther Than
Temporary Impairment of Certain Investments in Equity Securities to reflect FSP
FAS 115-2 and FAS 124-2. This FSP provides guidance for assessing whether an
impairment of a debt security is other than temporary, as well as how such
impairments are presented and disclosed in the financial statements. The amended
SAB Topic 5M maintains the prior staff views related to equity securities but
has been amended to exclude debt securities from its scope. SAB 111 is effective
upon the adoption of FSP FAS 115-2 and FAS 124-2. The Company is currently
evaluating the impact, if any, that the adoption of SAB 111 will have on the
financial statements of the Company.

In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60.
SFAS 163 requires that an insurance enterprise recognize a claim liability prior
to an event of default when there is evidence that credit deterioration has
occurred in an insured financial obligation. It also clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and claim liabilities,
and requires expanded disclosures about financial guarantee insurance contracts.
It is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprises
risk-management activities. SFAS 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Companys financial statements.

In May 2008, the FASB issued SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles. SFAS
162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States. It is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles. The adoption of this
statement is not expected to have a material effect on the Companys financial
statements.

In March 2008, the FASB issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities 
an amendment to FASB Statement No. 133. SFAS No. 161 is intended to improve
financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. It
is effective for financial statements issued for fiscal years beginning after
November 15, 2008, with early adoption encouraged. The adoption of this
statement is not expected to have a material effect on the Companys financial
statements.

IMPACT OF NEW ACCOUNTING
STANDARDS

The Company does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on the Company's results of operations, financial position, or cash flow.

---

10

|3. | Property and Equipment
|-- | ----------------------

| |                    |  |       |  |  |              |  |  | September,   |  |  | March 31,    | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2009         |  |  | 2009         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,126 |  |  | 2,126        |  |  | -            |  |  | 121          | 

|4. | Accrued Liabilities                                                                     
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|   | Accrued liabilities as at September 30, 2009, consist of
      $19,814 of director fees.
|   |                                                                                         
|5. | Related Party Transactions                                                              
|   |                                                                                         
|   | a)                                                                                      
|   |                                                                                         
|   | b)                                                                                      
|   |                                                                                         
|   | c)                                                                                      
|   |                                                                                         
|   | d)                                                                                      
|   |                                                                                         
|   | e)                                                                                      
|   |                                                                                         
|6. | Notes Payable                                                                           
|   |                                                                                         
|   | a)                                                                                      
|   |                                                                                         
|   | b)                                                                                      
|   |                                                                                         
|   | c)                                                                                      
|   |                                                                                         
|7. | Common Stock                                                                            
|   |                                                                                         
|   | a)                                                                                      
|   |                                                                                         
|   | b)                                                                                      
|   |                                                                                         
|   | c)                                                                                      
|   |                                                                                         
|   | d)                                                                                      
|   |                                                                                         
|   | e)                                                                                      

---

11

| |    | consideration for $308,750. The transferred shares
      represent 51.96% of the issued and outstanding common share capital
      resulting in a change of control of the Company.                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                
| | f) | On April 8, 2008, three shareholders returned for
      cancellation an aggregate of 5,400,000 split adjusted shares of common
      stock to treasury for no consideration.                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                
| | g) | On May 25, 2007, the Company accepted stock subscriptions
      for 225,000 split-adjusted common shares at CDN$0.02 per share for gross
      proceeds of $4,722. During the six month period ended September 30, 008,
      this amount was donated to the Company. The Company recorded this amount
      as an increase in donated capital.

|8. | Discontinued Operations                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                         
|   | On September 30, 2008, the Company discontinued all
      operations related to the language education business. The results of
      discontinued operations are summarized as
follows:

| |                |  | Accumulated      |   |  |               |  |  |           |  
| | -------------- |  | ---------------- | - |  | ------------- |  |  | --------- | -
| |                |  | from November 6, |   |  |               |  |  |           |  
| |                |  | 1997 (Date of    |   |  | Six Months    |  |  | The Year  |  
| |                |  | Inception) to    |   |  | Ended         |  |  | Ended     |  
| |                |  | September 30,    |   |  | September 30, |  |  | March 31, |  
| |                |  | 2009             |   |  | 2009          |  |  | 2009      |  
| |                |  | $                |   |  | $             |  |  | $         |  
| |                |  |                  |   |  |               |  |  |           |  
| | Expenses       |  |                  |   |  |               |  |  |           |  
| | Automobile     |  | 25,414           |   |  | -             |  |  | 324       |  
| | Travel         |  | 21,644           |   |  | -             |  |  | 461       |  
| |                |  |                  |   |  |               |  |  |           |  
| | Total Expenses |  | 47,058           |   |  | --            |  |  | 785       |  
| |                |  |                  |   |  |               |  |  |           |  
| | Net Loss       |  | (47,058          | ) |  | -             |  |  | (785      | )

As at September 30, 2009 and March 31,
2009, the results of operations, assets and liabilities of the language
education business have been reported as discontinued operations.

| |                                           |  | September 30, |  |  | March 31, | 
| | ----------------------------------------- |  | ------------- |  |  | --------- | 
| |                                           |  | 2009          |  |  | 2009      | 
| |                                           |  | $             |  |  | $         | 
| |                                           |  |               |  |  |           | 
| | GST receivable                            |  | -             |  |  | 731       | 
| |                                           |  |               |  |  |           | 
| | Current assets of discontinued operations |  | -             |  |  | 731       | 

|9. | Commitments and Contingencies                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                
|   | On May 1, 2009 the Company entered into a service
      agreement with Xin Lenny LI, the director of the Company. Pursuant to this
      agreement, the Company agreed to accrue CDN$4,200 monthly as director fee
      started from May 2009.
|   |                                                                                                                                                                                                                                                
|   | On January 15, 2009 the Company entered into a service
      agreement with SGB C&C Investment Ltd. a related party. Pursuant to
      this agreement, the Company agreed to pay CDN$24,000 quarterly.                                         
|   |                                                                                                                                                                                                                                                
|   | On April 3, 2009, the Company entered into a lease
      agreement for office premises with an unrelated party. Pursuant to this
      agreement, the Company agreed to pay CDN$795 per month for a term expiring
      on June 30, 2010.      

---

12

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 16, 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.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to "common shares"
refer to the common shares in our capital stock.

As used in this report, the terms we, us, our company,
and SGB mean SGB International Holdings Inc. and the term Orca means Orca
International Language Schools Inc., unless otherwise indicated.

Corporate Overview and Background

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.

On March 4, 2009, we changed our name to SGB International
Holdings Inc. and we created a new class of preferred stock. As a result, our
authorized capital consists of an unlimited amount of common stock without par
value and an unlimited amount of preferred stock without par value. We have not
issued any preferred stock.

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13

On March 4, 2009, we effected a 4.5 for one forward stock split
of our issued and outstanding common stock. As a result, our issued and
outstanding capital increased from 5,071,210 shares of common stock with no par
value to 22,820,445 shares of common stock shares of common stock with no par
value.

Our Business

Our goal originally was 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.

We are defined as a "shell company" under the Rule 405 of the
Securities Act and Rule 12b-2 of the Exchange Act because we have nominal
operations and nominal assets.

Liquidity and Capital Resources

Our financial condition for the three months ended September
30, 2009 and March 31, 2009 and the changes between those periods for the
respective items are summarized as follows:

Working Capital

September 30
    
    
    March 312009
    
    
    2009Current Assets
    $
    98,577
    
    $
    59,144Current Liabilities
    
    155,777
      
    
    33,186Working Capital
    $
    (57,200
      )
    $
    25,958


Management believes that our companys cash will not be
sufficient to meet our working capital requirements for the next 12-month
period. Should this prove to be the case, our company plans to raise the capital
required to satisfy our immediate short-term needs and additional capital
required to meet our estimated funding requirements for the next 12 months
primarily through the private placement of our equity securities. There is no
assurance that our company will be able to obtain further funds required for our
continued working capital requirements.

Our financial statements have been prepared on a going concern
basis, which implies we will continue to realize our assets and discharge our
liabilities in the normal course of business. We have not generated revenues
since inception and have never paid any dividends and are unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of our company as a going concern is dependent upon the continued
financial support from our shareholders, our ability to obtain equity financing
to continue operations, and the attainment of profitable operations. As at
September 30, 2009, we have working capital deficit of $57,200 and accumulated
losses from continuing operations in the amount of $300,059 since inception.
These factors raise substantial doubt regarding our ability to continue as a
going concern.

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14

Cash Flows

Six Months EndedSeptember 30Expense
      
      
      2009
      
      
      2008Cash flow used in operating
      
      $
      (77,737
      )
      $
      (55,895
      )activitiesCash provided by investing
      
      
      Nil
      
      
      NilactivitiesCash flow provided by
      
      
      106,584
      
      
      51,894financing activitiesEffect of exchange rate changes
      
      
      8,396
      
      
      1,239on cashNet increase (decrease) in cash
      
      $
      37,243
      
      
      (2,762
      )


Cash flow provided by financing activities

Our cash provided by financing activities for the six months
ended September 30, 2009 compared to our cash provided by financing activities
for the six months ended September 30, 2008 increased by $54,690 largely due to
advanced made by our significant shareholder, SGB C&C Investment Ltd.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our audited financial statements.

Revenues

We have not earned any revenues 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

|                           |   | Three Months Ended |  |   | Six Months Ended | 
|-------------------------- | - | ------------------ |  | - | ---------------- | 
|                           |   | September 30       |  |   | September 30     | 
|                           |   | 2009               |  |   | 2008             | 
|Amortization               | $ | Nil                |  | $ | 175              | 
|Automobile                 |   | 72                 |  |   | Nil              | 
|General and administrative |   | 2,489              |  |   | 1,620            | 
|Interest                   |   | Nil                |  |   | 121              | 
|Director fees              |   | 20,158             |  |   | Nil              | 
|Management fees            |   | 23,038             |  |   | 1,441            | 
|Professional fees          |   | 5,505              |  |   | 20,904           | 
|Rent                       |   | 2,180              |  |   | 720              | 
|Travel                     |   | Nil                |  |   | Nil              | 
|Total Expenses             | $ | 53,441             |  | $ | 24,981           | 

In the three month period ended September 30, 2009 our expenses
increased 114% relative to the three month period ended September 30, 2008 due
to increased director fees and management fees incurred during the three month
period ended September 30, 2009.

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15

In the six month period ended September 30, 2009 our expenses
increased by 85.4% relative to the six month period ended September 30, 2008 due
to increased director fees and management fees incurred during the six month
period ended September 30, 2009.

Plan of Operations and Cash Requirements

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
    $
    1,000Office Expenses
    
    2,000Telephone and Communications
    
    1,000Directors fees
    
    40,000Management fees
    
    80,000Accounting
    
    20,000Legal
    
    20,000Total
    $
    164,000


Off-Balance Sheet Arrangements

As of September 30, 2009, we had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.

Item 3. Quantitative and Qualitative Disclosures about
Market Risk

Not applicable.

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as that term
is defined in Rule 13a-15(e), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our management,

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16

including our principal executive officer, our principal
financial officer and our principal accounting officer, as appropriate, to allow
timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the
Securities Exchange Act of 1934, as amended, our management, with the
participation of our principal executive officer, our principal financial
officer and our principal accounting officer, evaluated our companys disclosure
controls and procedures as of the end of the period covered by this quarterly
report on Form 10-Q. Based on this evaluation, our management concluded that as
of the end of the period covered by this quarterly report on Form 10-Q, our
disclosure controls and procedures were effective.

Changes in Internal Control over Financial
Reporting

There were no changes in our internal control over financial
reporting during the three months ended September 30, 2009 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

Certifications

Certifications with respect to disclosure controls and
procedures and internal control over financial reporting under Rules 13a-14(a)
or 15d-14(a) of the Exchange Act are attached to this quarterly report on Form
10-Q.

PART IIOTHER INFORMATION

Item 1. Legal Proceedings

None

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

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17

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,
2009 was $339,076. We had cash in the amount of $93,973 as of September 30,
2009. We currently do not have any operations and we have no income. We estimate
our average monthly operating expenses to be approximately $30,000 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 17,
2009. If we are unable to continue as a going concern, investors will likely
lose all of their investments in our company.

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.

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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 over 63.56% of the issued and outstanding shares of our common
stock with a principal shareholder beneficially owns 63.56% 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, Chief Executive Officer, Chief
Financial Officer 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
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.

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19

Risks Associated with Our Common Stock

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Although our common stock is currently listed for quotation on
the OTC Bulletin Board, none of our shares have yet been purchased or sold on
that market. Even when a market is established and trading begins, trading
through the OTC Bulletin Board is frequently thin and highly volatile. There is
no assurance that a sufficient market will develop in our stock, in which case
it could be difficult for shareholders to sell their stock. The market price of
our common stock could fluctuate substantially due to a variety of factors,
including market perception of our ability to achieve our planned growth,
quarterly operating results of our competitors, trading volume in our common
stock, changes in general conditions in the economy and the financial markets or
other developments affecting our competitors or us. In addition, the stock
market is subject to extreme price and volume fluctuations. This volatility has
had a significant effect on the market price of securities issued by many
companies for reasons unrelated to their operating performance and could have
the same effect on 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 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

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20

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

None.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K:

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21

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)3.01
      Notice of Alteration filed with the Ministry
        of Finance, BC Registry Services effective March 3, 2009 (attached as
        an exhibit to our current report on Form 8-K filed on March 5, 2009)3.02
      Amended and Restated Articles of Incorporation
        of SGB International Holdings Inc. (attached as an exhibit to our current
        report on Form 8-K filed on March 5, 2009)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).10.2
      Form of Private Placement Subscription Agreement
        between SGB C&C Investment Ltd. and our company (attached as an exhibit
        to our current report on Form 8-K filed on November 18, 2008)31.1*
      Certification pursuant to Rule 13a-14(a)
        under the Securities Exchange Act of 193432.1*
      Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002


*attached 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.

SGB INTERNATIONAL HOLDINGS INC.

|By:                                                                                             | 
|----------------------------------------------------------------------------------------------- | 
|                                                                                                | 
|/s/ Xin Li                                                                                      | 
|Xin Li                                                                                          | 
|President, CEO, CFO and Director                                                               
|Principal Executive Officer, Principal Financial
      Officer and Principal Accounting Officer
|Date: November 24, 2009                                                                        

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