UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549




FORM
10-Q





x
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended October 31, 2008. ̈
            Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period _____________ to
  ______________.





Commission
File number:333-146290





DEFENSE
SOLUTIONS HOLDING, INC.


(Exact name of small business
issuer as specified in its charter)





Nevada
            26-3624592(State or other jurisdiction of Incorporation or organization)
            (IRS Employee Identification No.)





707
Eagleview Boulevard


Exton,
Pennsylvania  19431-1159


(Address
of principal executive offices)





(610)
833-6000


(Registrant’s
telephone number, including area code)





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


Flex
Resources Co. Ltd.


1284
East 19th
Avenue


Vancouver,
BC V5V 1L3


(Address
of principal executive offices)





Former
fiscal year ended July 31





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90
days.                                                                                           Yes 
x
   No   ̈





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “accelerated filer, large accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
accelerated filer  ̈


Accelerated
filer  ̈


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


Smaller
reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes 
 ̈
   No  x


As of December 24, 2008, there were
31,921,292 shares of the Registrant’s common stock
outstanding.









DEFENSE
SOLUTIONS HOLDING, INC.
 f/k/a
FLEX RESOURCES CO. LTD.




Form
10-Q




Index


PagePart
      I – FINANCIAL INFORMATIONItem
      1.  Interim Financial Statements (Unaudited)
                                          
                                          F-1Item
      2.  Management’s Discussion of Financial Conditions and Results
      of Operations
                                          
                                          3Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                                          
                                          5Item
      4.  Control and Procedures
                                          
                                          5Part
      II. OTHER INFORMATIONItem
      1.  Legal Proceedings
                                          
                                          6Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                          
                                          6Item
      3.  Defaults Upon Senior Securities
                                          
                                          6Item
      4.  Submission Of Matters To A Vote of Security
      Holders
                                          
                                          6Item
      5.  Other Information
                                          
                                          6Item
      6.  Exhibits
                                          
                                          7Signatures
                                          
                                          8


2


Part
      I:
            Financial
      Information


Item
      1.
            Financial
      Statements


DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 INDEX
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (UNAUDITED)
 
 
 Interim
      Financial Statements-Balance
      Sheets as of October 31, 2008, and July 31, 2008
                    F-2Statements
      of Operations for the Three Months Ended
                      October
      31, 2008, and 2007, and Cumulative from Inception
                    F-3Statements
      of Cash Flows for the Three Months Ended
                      October
      31, 2008, and 2007, and Cumulative from Inception
                    F-4Notes
      to Financial Statements October 31, 2008, and 2007
                    F-5
 F-1
  DEFENSE SOLUTIONS HOLDING, INC.(FORMERLY
      FLEX RESOURCES CO. LTD)(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETS (NOTE 2)AS
      OF OCTOBER 31, 2008, AND JULY 31, 2008(Unaudited)
 
 ASSETSOctober
      31,
                                      
                                      
                                      July
      31,2008
                                      
                                      
                                      2008Current
      Assets:Cash
      and cash equivalents
                                      
                                      $
                                      1,372
                                      
                                      
                                      $
                                      1,372Total
      current assets
                                      
                                      
                                      1,372
                                      
                                      
                                      
                                      1,372Total
      Assets
                                      
                                      $
                                      1,372
                                      
                                      
                                      $
                                      1,372LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accrued
      liabilities
                                      
                                      $
                                      18,509
                                      
                                      
                                      $
                                      18,509Total
      current liabilities
                                      
                                      
                                      18,509
                                      
                                      
                                      
                                      18,509Total
      liabilities
                                      
                                      
                                      18,509
                                      
                                      
                                      
                                      18,509Commitment
      and ContingenciesStockholders'
      (Deficit):Preferred
      stock, par value $0.001 per share; 10,000,000 sharesauthorized;
      zero shares issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock, par value $0.001 per share; 75,000,000 sharesauthorized;
      47,076,891 shares issued and outstanding
                                      
                                      
                                      47,077
                                      
                                      
                                      
                                      47,077Additional
      paid-in capital
                                      
                                      
                                      27,573
                                      
                                      
                                      
                                      27,573Accumulated
      other comprehensive income
                                      
                                      
                                      1,259
                                      
                                      
                                      
                                      1,259(Deficit)
      accumulated during the development stage
                                      
                                      
                                      (93,046
                                      )
                                      
                                      
                                      (93,046
                                      )Total
      stockholders' (deficit)
                                      
                                      
                                      (17,137
                                      )
                                      
                                      
                                      (17,137
                                      )Total
      Liabilities and Stockholders' (Deficit)
                                      
                                      $
                                      1,372
                                      
                                      
                                      $
                                      1,372
  
 The
accompanying notes to financial statements are
 an
integral part of these balance sheets.
  F-2
 
 DEFENSE
      SOLUTIONS HOLDING, INC.(FORMERLY
      FLEX RESOURCES CO. LTD.)(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS (NOTE 2)FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2008, AND 2007,AND
      CUMULATIVE FROM INCEPTION (DECEMBER 15, 2006)THROUGH
      OCTOBER 31, 2008(Unaudited)


Three
      Months Ended
                        
                        
                        CumulativeOctober
      31,
                        
                        
                        From2008
                        
                        
                        2007
                        
                        
                        InceptionRevenues
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Expenses:General
      and administrative-Professional
      fees
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        69,046Exploration
      costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        12,258Impairment
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,748Other
                        
                        
                        -
                        
                        
                        
                        240
                        
                        
                        
                        4,994Total
      general and administrative expenses
                        
                        
                        -
                        
                        
                        
                        240
                        
                        
                        
                        93,046(Loss)
      from Operations
                        
                        
                        -
                        
                        
                        
                        (240
                        )
                        
                        
                        (93,046
                        )Other
      Income (Expense)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      (Loss)
                        
                        
                        -
                        
                        
                        
                        (240
                        )
                        
                        
                        (93,046
                        )Comprehensive
      (Loss):Foreign
      currency translation adjustment
                        
                        
                        -
                        
                        
                        
                        129
                        
                        
                        
                        1,259Total
      Comprehensive (Loss)
                        
                        $
                        -
                        
                        
                        $
                        (111
                        )
                        
                        $
                        (91,787
                        )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                        
                        $
                        -
                        
                        
                        $
                        (0.00
                        )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                        
                        
                        47,076,891
                        
                        
                        
                        47,076,891
 
 
 The
accompanying notes to financial statements
 are an
integral part of these statements.
 
 F-3
 
 DEFENSE
      SOLUTIONS HOLDING, INC.(FORMERLY
      FLEX RESOURCES CO. LTD.)(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS (NOTE 2)FOR
      THE THREE MONTHS ENDED OCTOBER 31, 2008, AND 2007,AND
      CUMULATIVE FROM INCEPTION (DECEMBER 15, 2006)THROUGH
      OCTOBER 31, 2008(Unaudited)


Three
      Months Ended
                            
                            
                            CumulativeOctober
      31,
                            
                            
                            From2008
                            
                            
                            2007
                            
                            
                            InceptionOperating
      Activities:Net
      (loss)
                            
                            $
                            -
                            
                            
                            $
                            (240
                            )
                            
                            $
                            (93,046
                            )Adjustments to reconcile net (loss) to net cash(used
      in) operating activities:Impairment
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,748Changes
      in operating assets & liabilities-Accrued
      liabilities
                            
                            
                            -
                            
                            
                            
                            (19,762
                            )
                            
                            
                            18,509Net
      Cash (Used in) Operating Activities
                            
                            
                            -
                            
                            
                            
                            (20,002
                            )
                            
                            
                            (67,789
                            )Investing
      Activities:Purchase
      of mineral claim
                            
                            
                            -
                            
                            
                            
                            (114
                            )
                            
                            
                            (6,748
                            )Net
      Cash (Used in) Investing Activities
                            
                            
                            -
                            
                            
                            
                            (114
                            )
                            
                            
                            (6,748
                            )Financing
      Activities:Proceeds
      from sale of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            74,650Net
      Cash Provided by Financing Activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            74,650Effect
      of Exchange Rate Changes on Cash and Cash Equivalents
                            
                            
                            -
                            
                            
                            
                            129
                            
                            
                            
                            1,259Net
      (Decrease) Increase in Cash and Cash Equivalents
                            
                            
                            -
                            
                            
                            
                            (19,987
                            )
                            
                            
                            1,372Cash
      and Cash Equivalents - Beginning of Period
                            
                            
                            1,372
                            
                            
                            
                            46,193
                            
                            
                            
                            -Cash
      and Cash Equivalents - End of Period
                            
                            $
                            1,372
                            
                            
                            $
                            26,206
                            
                            
                            $
                            1,372Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
  
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-4
  DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  (1)           Summary
of Significant Accounting Policies
  Basis
of Presentation and Organization
  Defense
Solutions Holding, Inc. (formerly Flex Resources Co. Ltd.)  (the
“Company” or “DSHI”) is a Nevada corporation in the development stage which
initially pursued the acquisition and exploration of mineral
claims.  (See below for a discussion of the change in business plan of
the Company).  The Company was incorporated under the laws of the
State of Nevada on February 8, 2007.
  On
February 8, 2007, the Company acquired in a reverse merger all the issued and
outstanding shares of Flex Resources Ltd. (“Flex Canada”), a British Columbia,
Canada corporation, from its sole stockholder.  Flex Canada was
incorporated under the laws of the Province of British Columbia, Canada, on
December 15, 2006, and prior to the completion of the reverse merger, had
limited operations.  The consideration for the reverse merger of Flex
Canada was a one-for-one share exchange.  This transaction was accounted
for as a reorganization of capital, with the assets and liabilities of the
entities being brought over at their historical cost bases.  Expenses
of the reorganization were expensed as incurred.
  On August
23, 2008, the Company sold all of the outstanding shares of Flex Canada to its
former president and Director for $100 and began to evaluate other business
opportunities.
 
 On
November 14, 2008, the Company acquired, through a second reverse merger (the
“Merger”), all of the outstanding shares of common stock of Defense Solutions,
Inc., a Delaware corporation (“DSI”), and the former stockholders of DSI were
issued an aggregate of 16,793,401 shares of the Company’s common stock in
exchange for their shares of DSI common stock.  As a result of the
Merger, the former stockholders of DSI became the majority stockholders of the
Company.  This transaction was accounted for as a reverse merger and
reorganization of capital, with the assets and liabilities of the entities being
brought over at their historical cost bases.  Expenses of the
reorganization were expensed as incurred.  In connection with the
Merger, the Company changed its name to Defense Solutions Holding, Inc. to
better reflect its current business plan.  At or about the time of the
closing of the Merger, the Company completed the initial closing of a private
placement pursuant to which it sold to subscribers 125,000 shares of its common
stock for an aggregate purchase price of $250,000 (the “Private
Placement”).
 
 DSI was
organized and incorporated on April 10, 2007, under the laws of the State of
Delaware.  DSI is an international program/project management,
business development, and executive consulting firm, initially established as a
limited liability company in 2001, to serve the defense, homeland security
information technology, and telecommunication markets.  The Company
intends to carry on DSI’s business in the same manner as it was carried on by
DSI before the Merger as the Company’s sole line of business.
 
 F-5
 
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
 
 Unaudited Interim Financial
Statements
 
 The
interim financial statements of the Company as of October 31, 2008, and for the
three months ended October 31, 2008, and 2007, and cumulative from inception,
are unaudited.  However, in the opinion of management, the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Company’s financial
position as of October 31, 2008, and July 31, 2008, and the results of its
operations and its cash flows for the three months ended October 31, 2008, and
2007, and cumulative from inception.  These results are not
necessarily indicative of the results expected for the fiscal year ending July
31, 2009.  The accompanying financial statements and notes thereto do
not reflect all disclosures required under accounting principles generally
accepted in the United States of America.  Refer to the Company’s
audited financial statements as of July 31, 2008, filed with the SEC for
additional information, including significant accounting policies.
 
 Foreign
Currency Translation
 
 The
Company accounts for foreign currency translation pursuant to SFAS No. 52,
“Foreign Currency
Translation” (“SFAS No. 52”).  The Company’s functional
currency is the United States Dollar (“USD”) Under SFAS No. 52, all assets and
liabilities are translated into United States dollars using the current exchange
rate at the end of each fiscal period.  Revenues and expenses are
translated using the average exchange rates prevailing throughout the respective
periods.  Translation adjustments are included in other comprehensive
income (loss) for the period.  Certain transactions of the Company are
denominated in United States dollars.  Translation gains or losses
related to such transactions are recognized for each reporting period in the
related statement of operations and comprehensive income (loss).
 
 Cash
and Cash Equivalents
 
 For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid investments instruments purchased with a
maturity of three months or less to be cash and cash equivalents.
 
 Revenue
Recognition
 
 The
Company is in the exploration stage and has yet to realize revenues from
operations.  It plans to realize revenues for financial reporting
purposes when there is persuasive evidence of an agreement or contract, contract
milestones have been met or delivery has occurred, acceptance has been approved
by the customer, the fee is fixed or determinable, and collection of the related
receivable is probable.
  F-6
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
 Mineral
Properties
 
 Cost of
license acquisition, exploration, carrying and retaining unproven mineral lease
properties are expense as incurred.  Costs of acquisition are
capitalized subject to impairment testing, in accordance with SFAS No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets” (“SFAS No. 144”), when facts and
circumstances indicate impairment may exist.  For the three months
ended October 31, 2008, and 2007, no events or circumstances occurred for which
an evaluation of the recoverability of long-lived assets was
required.
 Impairment of Long-Lived
Assets
 
 The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives at each balance sheet date.  The Company
records an impairment or change in useful life whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable or the
useful life has changed.  For the three months ended October 31, 2008,
and 2007, no events or circumstances occurred for which an evaluation of the
recoverability of long-lived assets was required.
 
 Loss
per Common Share
 
 Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive.  There were no dilutive financial instruments
issued or outstanding for the three months ended October 31, 2008, and
2007.
  Income
Taxes
  Income
taxes are provided in accordance with SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the bases of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
  The
Company maintains a valuation allowance with respect to deferred tax
assets.  The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the
current period.  Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.
  F-7
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.
 
 Fair
Value of Financial Instruments
  The
Company estimates the fair value of financial instruments using the available
market information and valuation methods.  Considerable judgment is
required in estimating fair value.  Accordingly, the estimates of fair
value may not be indicative of the amounts the Company could realize in a
current market exchange.  As of October 31, 2008, and July 31, 2008,
the carrying value of financial instruments approximated fair value due to the
short-term nature and maturity of these instruments.
 
 Concentration
of Risk
 
 As of
October 31, 2008, and July 31, 2008, the Company maintained its cash account at
one commercial bank.  The balance in the account was subject to FDIC
coverage.
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America.  The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of October 31, 2008, and July 31,
2008, and revenues and expenses for the three months ended October 31, 2008, and
2007, and cumulative from inception.  Actual results could differ from
those estimates made by management.
  (2)           Development
Stage Activities and Going Concern
  The
Company is currently in the development stage and has engaged in limited
operations.  In 2008, the business plan of the Company was changed
from the acquisition and exploration of mineral claims, to that of services to
the defense, homeland security information technology, and telecommunication
markets.
  On February
8, 2007, the Company acquired in a reverse merger all the issued and outstanding
shares of Flex Canada, a British Columbia, Canada corporation, from the sole
stockholder.  Flex Canada was incorporated under the laws of the
Province of British Columbia, Canada, on December 15, 2006, and prior to the
completion of the reverse merger, had limited operations.  The
consideration for the reverse merger of Flex Canada was a one-for-one share
exchange.  This transaction was accounted for as a reorganization of
capital, with the assets and liabilities of the entities being brought over at
their historical cost bases.  Expenses of the reorganization were
expensed as incurred.
  F-8
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  On August
23, 2008, the Company sold all of the outstanding shares of Flex Canada to its
former president and Director for $100 and began to evaluate other business
opportunities.
 
 On
November 14, 2008, the Company acquired, through the Merger, all of the
outstanding shares of common stock of DSI, and the former stockholders of DSI
were issued an aggregate of 16,793,401 shares of the Company’s common stock in
exchange for their shares of DSI common stock.  As a result of the
Merger, the former stockholders of DSI became the majority stockholders of the
Company.  This transaction was accounted for as a reverse merger and
reorganization of capital, with the assets and liabilities of the entities being
brought over at their historical cost bases.  Expenses of the
reorganization were expensed as incurred.
 
 At or
about the time of the closing of the Merger, the Company completed the initial
closing of the Private Placement pursuant to which it sold to subscribers
125,000 shares of its common stock for an aggregate purchase price of
$250,000.
 
 DSI was
organized and incorporated on April 10, 2007, under the laws of the State of
Delaware.  DSI is an international program/project management,
business development, and executive consulting firm, initially established as a
limited liability company in 2001, to serve the defense, homeland security
information technology, and telecommunication markets.  The Company
intends to carry on DSI’s business in the same manner as it was carried on by
DSI before the Merger as the Company’s sole line of business.
 
 While
management of the Company believes that it will be successful in its planned
operating activities, there can be no assurance that the Company will be
successful in the service of defense, homeland security information technology,
and telecommunication markets, or related services that will generate sufficient
revenues to sustain the operations of the Company.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principals generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The
Company has incurred an operating loss since inception and its cash resources
are insufficient to meet its planned business objectives.  These and
other factors raise substantial doubt about the Company’s ability to continue as
a going concern.  The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.
  F-9
  DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  (3)           Mineral
Property Rights
  During
the period ended July 31, 2007, the Company acquired a mineral claim in a 190
hectare property (Alps Property) 160 kilometers west of Vancouver, British
Columbia, Canada for cash consideration of $6,411.  The claim is
subject to a requirement to either (1) complete exploration work on the claims
valued at an amount stipulated by the government and pay a filing fee; or (2)
pay a stipulated fee to the Province of British Columbia in lieu of completing
exploration work.
  As of
July 31, 2008, the Company abandoned its business plan of exploring mining
claims in British Columbia, and transferred all of the outstanding capital stock
of Flex Canada in exchange for $100 cash.  As a result, the Company
recorded impairment in the value of the mining claims recorded on the balance
sheet at of July 31, 2008, of $6,748.
  (4)           Capital
Stock
  The
Company is authorized to issue 10,000,000 shares of $0.001 par value preferred
stock.  The rights and preferences related to the preferred stock will
be established by the Board of Directors of the Company.
  The
Company is authorized to issue 75,000,000 shares of $0.001 par value common
stock.  All shares of common stock have equal voting rights, are
non-assessable, and have one vote per share.  Voting rights are not
cumulative and, therefore, the holders of more than 50 percent of the common
stock could, if they choose to do so, elect all of the Directors of the
Company.
  On
January 10, 2007, the Company issued 32,074,000 shares (post forward stock
split) of its common stock to its founding stockholder for cash proceeds of
$29,000.
  On May 1,
2007, the Company issued 12,442,500 (post forward stock split) shares to 13
individuals pursuant to subscriptions for $0.0018 per share in return for total
proceeds of $22,500.
  On June
12, 2007, the Company issued 2,560,390 shares to 28 individuals pursuant to
subscriptions for $0.009 per share in return for total proceeds of
$23,150.
  On
September 26, 2008, the Company effected an 11.06-for-1 forward split of its
common stock.  All share references contained in this report have been
adjusted to give effect for the stock split.
  On August
23, 2008, the Company sold all of the outstanding shares of Flex Canada to its
former president and Director for $100 and began to evaluate other business
opportunities.
  F-10
  DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  On
November 14, 2008, the Company acquired, through the Merger, all of the
outstanding shares of common stock of DSI, and the former stockholders of DSI
were issued an aggregate of 16,793,401 shares of the Company’s common stock in
exchange for their shares of DSI common stock.  This transaction was
accounted for as a reverse merger and reorganization of capital, with the assets
and liabilities of the entities being brought over at their historical cost
bases.  Expenses of the reverse merger were expensed as
incurred.  Further, at or about the time of the closing of the Merger,
the Company completed the initial closing of the Private Placement pursuant to
which it sold to subscribers 125,000 shares of its common stock for an aggregate
purchase price of $250,000.
 
 In
addition, at the time of the Merger, a principal stockholder of the Company
surrendered 32,074,000 shares (post forward stock split) of common stock to the
Company for cancellation.
 
 (5)           Income
Taxes
 
 The
provision (benefit) for income taxes for the three months ended October 31,
2008, and 2007, was as follows (assuming a 15% effective income tax
rate):
  Three
      Months EndedOctober
      31,2008
                          
                          
                          2007Current
      Tax Provision:Federal-Taxable
      income
                          
                          $
                          -
                          
                          
                          $
                          -Total
      current tax provision
                          
                          $
                          -
                          
                          
                          $
                          -Deferred
      Tax Provision:Federal-Loss
      carryforwards
                          
                          $
                          -
                          
                          
                          $
                          39Change
      in valuation allowance
                          
                          
                          -
                          
                          
                          
                          (39
                          )Total
      deferred tax provision
                          
                          $
                          -
                          
                          
                          $
                          -
 
 The
Company had deferred income tax assets as of October 31, 2008, and July 31,
2008, as follows:
  As
      of
                        
                        
                        As
      ofOctober
      31,
                        
                        
                        July
      31,2008
                        
                        
                        2008Loss
      carryforwards
                        
                        $
                        32,125
                        
                        
                        $
                        32,125Less
      - Valuation allowance
                        
                        
                        (32,125
                        )
                        
                        
                        (32,125
                        )Total
      net deferred tax assets
                        
                        $
                        -
                        
                        
                        $
                        -
  F-11
  DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
  The
Company had net operating loss carryforwards for income tax reporting purposes
of approximately $92,000 as of October 31, 2008, and July 31, 2008, that may be
offset against future taxable income.  The net operating loss
carryforwards begin to expire in the year 2027.  Current tax laws
limit the amount of loss available to be offset against future taxable income
when a substantial change in ownership occurs or a change in the nature of the
business.  Therefore, the amount available to offset future taxable
income may be limited.
 
 No tax
benefit has been reported in the financial statements for the realization of
loss carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
 
 (6)           Recent
Accounting Pronouncements
 
 On
December 4, 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS
No. 160”).  SFAS No. 160 establishes new accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity.  The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement.  SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial
interest.  In addition, this statement requires that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated.  Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date.  SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.
 
 SFAS No.
160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  Earlier adoption is
prohibited.  The management of the Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
 
 In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under FASB No.
133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.  Specifically, SFAS No. 161
requires:
  F-12
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
 -
              disclosure
      of the objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting
designation;
 -
              disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 -
              disclosure
      of information about credit-risk-related contingent features;
      and
 -
              cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May 9,
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
 
 Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards, “The Meaning of
Present Fairly in Conformity with Generally Accept Accounting Principles”
(“SAS No. 69”).  SAS No. 69 has been criticized because it is directed
to the auditor rather than the entity.  SFAS No. 162 addresses these
issues by establishing that the GAAP hierarchy should be directed to entities
because it is the entity (not the auditor) that is responsible for selecting
accounting principles for financial statements that are presented in conformity
with GAAP.
 
 The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
  F-13
 DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS No. 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 clarifies
how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”).  SFAS No. 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 requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
  F-14
  DEFENSE
SOLUTIONS HOLDING, INC.
 (FORMERLY
FLEX RESOURCES CO. LTD.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO INTERIM FINANCIAL STATEMENTS
 OCTOBER
31, 2008, AND 2007
 (Unaudited)
 (7)           Subsequent
Events
  On
November 14, 2008, the Company, DSI, and DefSol Acquisition Corp. (a Delaware
corporation and “Acquisition Corp.”), a wholly owned subsidiary of the Company,
entered into the Merger pursuant to which Acquisition Corp. was merged with and
into DSI, with DSI surviving as a wholly owned subsidiary of the
Company.  The Company acquired all of the outstanding capital stock of
DSI in exchange for issuing 16,793,401 shares of the Company’s common stock, par
value $0.001 per share to DSI’s stockholders at a ratio of 2.3163 shares of
common stock for each share of DSI common stock outstanding at the effective
time of the Merger.  As a result of the Merger, the former
stockholders of DSI became the majority stockholders of the
Company.  This transaction was accounted for as a reverse merger and
reorganization of capital, with the assets and liabilities of the entities being
brought over at their historical cost bases.  Expenses of the reverse
merger were expensed as incurred.  In connection with the Merger, the
Company changed its corporate name to Defense Solutions Holding, Inc. 
Further, at or
about the time of the closing of the Merger, the Company completed the initial
closing of its Private Placement by issuing 125,000 shares (post forward stock
split) of common stock at $2.00 per share for gross proceeds of
$250,000.
 
 In
addition, at the time of the Merger, a principal stockholder of the Company
surrendered 32,074,000 shares (post forward stock split) of common stock to the
Company for cancellation.




F-15


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





Forward-Looking
Information




This Form
10-Q includes “forward-looking statements” within the meaning of the
“safe-harbor” provisions of the Private Securities Litigation Reform Act of
1995.  Such statements are based on management’s current expectations
and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements, including our ability to raise capital, national, local and
international economic conditions, changes in interest rates, the effect of
government regulation on our operations and other factors described from time to
time in filings with the Securities and Exchange Commission.




Overview




We were
incorporated in the State of Nevada on February 8, 2007. From inception until
August 28, 2008, we were an exploration stage company with plans to explore
certain mining claims known as the “Alps” which were held by our British
Columbia subsidiary, Flex Resources, Ltd.  On August 28, 2008, we sold
all of the outstanding shares of common stock of Flex Resources, Ltd. to our
former President and director, for $100 and began to evaluate other business
opportunities.




On
November 14, 2008, we acquired all of the outstanding capital stock of Defense
Solutions, Inc., a Delaware corporation (“DSI”), by way of a merger of our
wholly owned subsidiary with and into DSI (the “Merger”), and the former
stockholders of DSI were issued an aggreagate16,793,401 shares of our common
stock in exchange for their shares of DSI common stock.  In connection
with the Merger, we changed our corporate name to Defense Solutions Holding,
Inc.  At or about the effective time of the Merger, we completed the
initial closing of a private placement pursuant to which we sold to subsidiaries
125,000 shares of our common stock for an aggregate purchase price of $250,000
(the “Private Placement”).  We may sell up to an aggregate of
3,500,000 shares of common stock in the Private Placement.  The
Private Placement offering, which is subject to market conditions, will be made
in the United States only to qualified accredited investors.  The
shares offered pursuant to the Private Placement have not been registered under
the Securities Act of 1933 or applicable state laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state laws.
This report should not constitute an offer to sell or a solicitation of an offer
to buy the shares of our common stock.




We intend
to carry on DSI’s business in the same manner as it was carried on by DSI before
the Merger.  Financial information pertaining to DSI was included in
the Form 8-K that we filed with the Securities and Exchange Commission on
November 20, 2008.




The
following discussion and analysis should be read in conjunction with the
financial statements, including the notes thereto and other information provided
in this report.




Results
of Operations for the three months ended October 31, 2008 and 2007




We did
not earn any revenues from our inception through the period ending October 31,
2008.




We
incurred operating expenses in the amount of $0 and $240 for the three months
ended October 31, 2008 and 2007, respectively.  The operating expenses
for the three months ended October 31, 2007 included office and administration
expenses in the amount of $240.


3


We
incurred a net loss in the amount of $0 for the three months ended October 31,
2008, and $240 for the three months ended October 31, 2008.




Results
of operations for periods ending after October 31, 2008 will reflect the results
of operations of DSI.




Liquidity
and Capital Resources




Operating
activities used $0 in cash for the three months ended October 31, 2008, and
$20,002 for the three months ended October 31, 2007.  Our net loss of
$240 and a decrease in accrued liabilities of $19,762 were the negative
components of our operating cash flows.  We had no cash flows provided
by financing activities during either the three months ended October 31, 2008 or
the three months ended October 31, 2007.




As of
October 31, 2008, we had $1,372 in current assets consisting solely of cash and
$18,509 of liabilities.  We acquired the business of DSI in November
2008, and intend to operate it as our sole line of business.  DSI has
historically relied on cash flow from operations, borrowings under credit
facilities and loans from related parties to support its
operations.  As of the date of this report, DSI has limited cash
resources and a working capital deficit, and additional capital will be required
to sustain our combined operations.  We are seeking
to  raise up to $7,000,000 in the Private Placement to support our
operations.




There can
be no assurance that we will be successful in raising additional capital through
additional borrowings, private placements (including the Private Placement) or
otherwise.  Even if we are successful in raising capital through the
sources specified, there can be no assurance that any such financing would be
available in a timely manner or on terms acceptable to us.  Additional
equity financing could be dilutive to our stockholders, and any debt financing
could involve restrictive covenants with respect to future capital raising
activities and other financial and operational matters.




Information
with respect to the assets, liabilities and commitments acquired as a result of
our acquisition of DSI is contained in the Report on Form8-K that we filed with
the Securities and Exchange Commission on November 20, 2008.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.




Going
Concern




Due to
the uncertainty of our ability to meet our current operating and capital
expenses, in their report on our annual financial statements for the fiscal year
ended July 31, 2008, our independent registered public accounting firm included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern in its audit report.  Further, DSI’s independent
registered accounting firm included an explanatory paragraph regarding concerns
about DSI’s ability to continue as a going concern in its report on the
financial statements of DSI for the year ended December 31, 2007.




There is
substantial doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon obtaining further financing and
achieving a profitable level of operations.




There are
no assurances that we will be able to obtain further funds required for our
continued operations. We plan to pursue various financing alternatives to meet
our immediate and long-term financial requirements. There can be no assurance
that additional financing will be available to us when needed or, if available,
that it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be forced to scale
down or perhaps even cease the operation of our business.


4


Item 3.   Quantitative and Qualitative
Disclosure About Market Risk




We
believe that our business operations are not exposed to market risk relating to
interest rate, foreign currency exchange risk or commodity price
risk.




Item
4. Controls and Procedures




Evaluation
and Disclosure Controls and Procedures




As of the
end of the period covered by this report, our management conducted an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934). Based on this evaluation, the
officers concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by our company in reports that
we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Commission rules and forms.




Changes
in Internal Controls over Financial Reporting




With the
participation of Chief Executive Officer and the Chief Financial Officer, our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting as of July 31, 2008.  Based on this
evaluation, our management concluded that our internal control over financial
reporting was not effective as of July 31, 2008 as the result of a material
weakness.  The material weakness results from significant deficiencies
in internal control that collectively constitute a material
weakness.




A
significant deficiency, or combination of deficiencies, in internal control over
financial reporting that is less severe than a material weakness, yet important
enough to merit attention by those responsible for oversight of the registrant’s
financial reporting.  We had the following significant deficiencies at
July 31, 2008:




·
            We
      had only one employee to oversee bank reconciliations, posting payables,
      and so forth, so there were not checks and balances on internal
      controls.




Change
in Internal Controls; Remediation of Material Weakness




We
believe that we will be able to remedy our material weakness in the quarter
ending December 31, 2008, as a result of our acquisition of DSI and the increase
in our workforce which has resulted from such acquisition.


5


Limitations
on the Effectiveness of Internal Controls




Our
management, including our Chief Executive Officer and our Chief Financial
Officer, does not expect that our disclosure controls and procedures or our
internal control over financial reporting are or will be capable of preventing
or detecting all errors or fraud.  Any control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met.  The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
misstatements, due to error or fraud will not occur or that all control issues
and instances of fraud, if any, within the company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns may occur because
of simple error or mistake.  Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of controls.  The design of any system of controls
is based in part on certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.  Projections of
any evaluation of controls effectiveness to future periods are subject to
risk.




Part
II.  Other Information




Item 1. Legal
Proceedings.




We are
not aware of any pending or threatened litigation against us that we expect will
have a material adverse effect on our business, financial condition, liquidity,
or operating results.  However, legal claims are inherently uncertain
and we cannot assure you that we will not be adversely affected in the future by
legal proceedings.




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




We issued
an aggregate of 16,793,401 shares of common Stock in the Merger in November
2008 to four former shareholders of DSI.  We relied upon the exemption
provided by Section 4(2) of the Securities Act of 1933 in making such
issuances.




We issued
125,000 shares of our common stock to two investors in November 2008 in
connection with the Private Placement.  We relied upon the exemption
provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder
in making such issuances.




Item
3. Defaults upon Senior Securities




None




Item
4. Submission of Matters To A Vote Of Security Holders




None




Item
5. Other Information




In
November  2008, we filed an Amended and Restated Certificate of
Incorporation to (i) change our corporate name from Flex Resources Co. Ltd. to
Defense Solutions Holding, Inc., (ii) increase the number of authorized shares
of our capital stock to 85,000,000 shares, including 75,000,000 shares of Common
Stock and 10,000,000 shares of “blank check” preferred stock, the rights and
preferences of which may be established by our Board of Directors and (ii) add
provisions which limit the liability of directors as permitted by Nevada law and
(iii) add a provision which provides that our directors have the power to adopt,
amend and repeal by-laws.




Our OTC
Bulletin Board symbol has been changed to DFSH.


6


Upon the
effectiveness of the Merger, we changed our fiscal year from a year ending July
31 to a year ending December 31.




Item
6.  Exhibits




Exhibit
              Description
      of Exhibit31.1
              Certification
      of Principal Executive Officer Pursuant to Exchange Act Rule
      13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
              Certification
      of Principal Financial Officer Pursuant to Exchange Act Rule
      13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
              Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002


7





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




Defense
      Solutions Holding, Inc.By:
                                  
                                  /s/Timothy D. RinggoldName:
                                  
                                  Timothy
      D. RinggoldTitle:
                                  
                                  Chief
      Executive Officer




Dated:
December 24, 2008




By:
                        
                        /s/David DiFeliceName:
                        
                        David
      DiFeliceTitle:
                        
                        Chief
      Financial Officer




Dated:
December 24, 2008


8