UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q



S
          QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2008



£
          TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____



Commission File Number:        000-52880



HARBORSIDE VENTURES, INC.





|Nevada                                                             |  | 98-0549550                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization)     |  | (I.R.S. Employer Identification No.)
|                                                                   |  |                                     
|                                                                   |  |                                     
|3675 East First Avenue, Suite 201Burnaby, British Columbia, Canada |  | V5C 3V8                             
|(Address of principal executive offices)                           |  | (Zip Code)                          
|                                                                   |  |                                     
|                                                                   |  |                                     
|(604) 299-7277                                                     |  |                                     
|Issuer's telephone number                                          |  |                                     
|                                                                   |  |                                     

Indicate by check mark whether the registrant (1) has 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   S
   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," "non-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 S

Indicat by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).          Yes  S
   No  £

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  7,406,001 shares of common stock as of May 16, 2008.



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HARBORSIDE VENTURES, INC.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
March 31, 2008



INDEX





|PART I - FINANCIAL INFORMATION | 3       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II - OTHER INFORMATION    | 10      
|                               | Item 1. 
|                               | Item 1A.
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 



FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries  and other factors.  Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-KSB for the year ended December 31, 2007, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC").  These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.



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PART I - FINANCIAL INFORMATION

Item 1.            Financial Statements

The following unaudited interim financial statements of Harborside Ventures, Inc.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:



|                              | Page
|----------------------------- | ----
|Balance Sheets                | 4   
|Statements of Operations      | 5   
|Statements of Cash Flows      | 6   
|Notes to Financial Statements | 7   















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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
BALANCE SHEETS





|                                                        | March 31,   | December 31,
|------------------------------------------------------- | ----------- | ------------
|                                                        | 2008        | 2007        
|                                                        | (unaudited) |             
|                                                        |             |             
|ASSETS                                                 
|                                                        |             |             
|CURRENT ASSETS                                          |             |             
|Cash                                                    | $2,103      | $8,106      
|                                                        |             |             
|                                                        | $2,103      | $8,106      
|                                                        |             |             
|                                                       
|LIABILITIES AND STOCKHOLDERS' DEFICIT                  
|                                                        |             |             
|CURRENT LIABILITIES                                     |             |             
|Accounts payable                                        | $38,163     | $	48,679    
|Accrued liabilities                                     | 17,073      | 4,341       
|Loan payable (Note 4)                                   | 19,566      | -           
|Due to related party (Note 6)                           | 847         | 847         
|                                                        |             |             
|                                                        | 75,649      | 53,867      
|                                                        |             |             
|                                                        |             |             
|                                                       
|NATURE AND CONTINUANCE OF OPERATIONS (Note 1)          
|                                                       
|STOCKHOLDERS' DEFICIT                                  
|Capital stock (Note 5)                                  |             |             
|Authorized:                                             |             |             
|500,000,000 common shares, $0.001 par value,            |             |             
|Issued and outstanding:                                 |             |             
|7,406,001 common shares (December 31, 2007 - 7,406,001) | 7,406       | 7,406       
|Additional paid-in capital                              | 83,894      | 83,894      
|Deficit accumulated during the exploration stage        | (164,846)   | (137,061)   
|                                                        | (73,546)    | (45,761)    
|                                                        | $2,103      | $8,106      
|                                                        |             |             

The accompanying notes are an integral part of these financial statements.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)





|                                                                  | For the
Three Months
Ended
March 31, | For the
Three Months
Ended
March 31, | Accumulated From
May 16, 2006 (Inception) to March 31,
|----------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | ------------------------------------------------------
|                                                                  | 2008                                 | 2007                                 | 2008                                                  
|                                                                  |                                      |                                      |                                                       
|Expenses                                                          |                                      |                                      |                                                       
|Accounting and audit fees                                         | $         14,575                     | $            2,300                   | $           44,591                                    
|Legal                                                             | 8,806                                | 737                                  | 64,259                                                
|Mineral property costs (Note 3)                                   | -                                    | -                                    | 6,586                                                 
|Office and administration expenses                                | 1,669                                | 1,875                                | 23,082                                                
|Travel                                                            | 2,735                                | 5,821                                | 26,328                                                
|                                                                  |                                      |                                      |                                                       
|Net loss                                                          | $       (27,785)                     | $         (10,733)                   | $       (164,846)                                     
|                                                                  |                                      |                                      |                                                       
|Loss per share - basic and diluted                                | $ (0.01)                             | $ (10,733)                           |                                                       
|                                                                  |                                      |                                      |                                                       
|Weighted average number of shares outstanding - basic and diluted | 7,406,001                            | 1                                    |                                                       
|                                                                  |                                      |                                      |                                                       















The accompanying notes are an integral part of these financial statements.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)





|                                                                       | For the
Three Months
Ended
March 31, | For the
Three Months
Ended
March 31, | May 16, 2006 (Inception) to March 31,
|---------------------------------------------------------------------- | ------------------------------------ | ------------------------------------ | -------------------------------------
|                                                                       | 2008                                 | 2007                                 | 2008                                 
|                                                                       |                                      |                                      |                                      
|Operating Activities                                                   |                                      |                                      |                                      
|Net loss                                                               | $(27,785)                            | $(10,733)                            | $(164,846)                           
|Item not requiring use of cash:                                        |                                      |                                      |                                      
|Depreciation                                                           | -                                    | 88                                   |                                      
|Mineral property costs                                                 | -                                    | -                                    | 300                                  
|Change in non-cash working capital balances related to 
   operations: |                                      |                                      |                                      
|Accounts payable and accrued liabilities                               | 2,216                                | (4,709)                              | 55,236                               
|Due to related party                                                   | -                                    | -                                    | 847                                  
|Net Cash Used in Operating Activities                                  | (25,569)                             | (15,354)                             | (108,463)                            
|                                                                       |                                      |                                      |                                      
|Financing Activities                                                   |                                      |                                      |                                      
|Loan payable                                                           | 19,566                               | -                                    | 19,566                               
|Proceeds on sale of common stock                                       | -                                    | 2,500                                | 91,000                               
|Net Cash from Financing Activities                                     | 19,566                               | 2,500                                | 110,566                              
|                                                                       |                                      |                                      |                                      
|Decrease in Cash                                                       | (6,003)                              | (12,854)                             | 2,103                                
|                                                                       |                                      |                                      |                                      
|Cash, beginning                                                        | 8,106                                | 79,221                               | -                                    
|                                                                       |                                      |                                      |                                      
|Cash, end                                                              | $2,103                               | $66,367                              | $2,103                               
|                                                                       |                                      |                                      |                                      
|                                                                       |                                      |                                      |                                      
|Supplemental cash flow information:                                    |                                      |                                      |                                      
|                                                                       |                                      |                                      |                                      
|Interest paid                                                          | $         -                          | $         -                          | $        -                           
|                                                                       |                                      |                                      |                                      
|Income taxes paid                                                      | $         -                          | $        -                           | $        -                           
|                                                                       |                                      |                                      |                                      







The accompanying notes are an integral part of these financial statements.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTSMarch 31, 2008
(unaudited)



Note 1         Nature and Continuance of Operations



The Company was incorporated in the State of Nevada on May 16, 2006, and is in the exploration stage.  The Company has acquired a mineral property located in the Yukon Territory, Canada and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.



These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $164,846 and has a working capital deficiency of $73,546 as at March 31, 2008. Further losses are anticipated in the development of its business raising doubt about the Company's ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.



Unaudited Interim Financial Statements

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2007.



The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, 2008  and the results of its operations and cash flows for the period then  ended. The results of operations for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ended December 31, 2008.



Note 2          Summary of Significant Accounting Policies



Basis of Presentation



The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.



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HARBORSIDE VENTURES, INC.(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2008
(unaudited)



Note 2         Summary of Significant Accounting Policies (continued)



Exploration Stage Company

The Company complies with Financial Accounting Standards Board Statement No. 7 and its characterization of the Company as a development stage enterprise.



Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed.To date the Company has not established any proven or probable reserves on its mineral properties.

Use of Estimates and Assumptions



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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.  Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock.  Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.

Foreign Currency Translation

The financial statements are presented in United States dollars unless otherwise noted.  In accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2008
(unaudited)



Note 2         Summary of Significant Accounting Policies (continued)



Fair Value of Financial Instruments



The carrying value of cash, accounts payable and accrued liabilities and amounts due to related party approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.



Income Taxes



The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



At March 31, 2008, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.



The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No.5, "Accounting for Contingencies". As required by Interpretation 48, which clarifies SFAS No. 109, "Accounting for Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would make more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact in the financial statements during the period ended March 31, 2008.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2008
(unaudited)



Note 2         Summary of Significant Accounting Policies (continued)



Basic and Diluted Loss Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company.  Because the effect of conversion of the Company's dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented.



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 adopted a stock option plan and has not granted any stock options.  Accordingly no stock-based compensation has been recorded to date. The Company has not issued any stock options since its inception.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.



Recent Accounting Pronouncements



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 Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company's financial statements.





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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2008
(unaudited)



Note 2         Summary of Significant Accounting Policies (continued)



Recent Accounting Pronouncements (continued)



On December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, ("SAB 110"). SAB 110 provides guidance to issuers on the method allowed in developing estimates of expected term of "plain vanilla" share options in accordance with SFAS No. 123(R), "Share-Based Payment". The staff will continue to accept, under certain circumstances, the use of a simplified method beyond December 31, 2007 which amends question 6 of Section D.2 as included in SAB 107, "Valuation of Share-Based Payment Arrangements for Public Companies", which stated that the simplified method could not be used beyond December 31, 2007. SAB 110 is effective January 1, 2008. The adoption of this standard is not expected to have a material effect on the Company's financial statements.



In December 2007, the FASB issued SFAS No. 141R, "Business Combinations".  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.



In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements Liabilities -an Amendment of ARB No. 51".  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.



In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.



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HARBORSIDE VENTURES, INC. (An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2008
(unaudited)



Note 3         Mineral Property

Quartz Claims

By "Quartz Claims Acquisition Agreement" dated May 25, 2006, the Company acquired a 100% undivided right, title and interest in and to the mineral property, known as "Quartz Claims", located in the Whitehorse Mining District of the Yukon Territory, Canada by the issuance of 6,000 common shares of the Company's capital stock at an issuance price of $0.05 per share for a total of $300 and repayment of staking and application costs of $5,592 (CAD$6,000) from an unrelated party. The Company issued the 6,000 common shares during the year ended December 31, 2007.



Note 4         Loan Payable



In February 2008, the Company signed a promissory note with a non-related party for $19,566 (Cdn$20,000), which bears an interest rate of 30% per annum, is unsecured and is repayable in six months.



Note 5          Capital Stock

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

There were no share transactions during the three month period ended March 31, 2008.

As at March 31, 2008, there were no outstanding stock options.



At March 31, 2008, there were 4,400,000 share purchase warrants outstanding with an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share until June 8, 2009.



Note 6          Due to Related Party

As at March 31, 2008 $847 (December 31, 2007 - $847) was due to the President and Director of the Company. These amounts are unsecured, do not bear interest and have no specific terms of repayment.

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount, which is the amount of consideration established and agreed to by the related parties.



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

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2008 and 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2008 and 2007.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors".

Overview of our Business

We were incorporated on May 16, 2006 under the laws of the State of Nevada.  We are an exploration stage company engaged in the acquisition and exploration of mineral properties.  In May 2006, we acquired a 100% undivided interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory.

The property underlying the quartz claim interests does not contain any known mineral deposits or reserves of minerals.  Accordingly, exploration of the property is required before we can determine whether any commercially viable mineral deposit may exist.  Our plan of operations is to carry out preliminary exploration work on the property in order to ascertain whether advanced exploration is warranted to determine whether the property possesses commercially exploitable mineral deposits.  We will not be able to determine whether or not the property contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

We have obtained a geological report on the property underlying our mineral claim interests.  The geological report has recommended an exploration program consisting of two phases:  phase one of our planned exploration program is estimated to cost CDN$13,750 and phase two of your planned exploration program is estimated to cost CDN$8,470 (approximately $13,797 and $8,499, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on May 16, 2008 of CDN$0.9966 : US$1.00).  We have determined to proceed with the recommended exploration program and, if warranted, complete full exploration of the property underlying our mineral claim interests.  At March 31, 2008, we had cash of $2,103 and a working capital deficit of $73,546.  As such, we will require additional financing in order to complete phase one of our recommended work program as well as any further exploration to determine whether sufficient mineralized material, if any, exists to justify eventual mining and production.  Even if we determine that a mineral deposit exists on the property, an economic evaluation must be completed before the economic viability of commercial exploitation of the property could be completed.  Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation.  There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.



Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent.  Because we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on the property underlying our mineral claim interests, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined.  We have no known reserves of any type of mineral.  To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.



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Our Mineral Claim Interests

We entered into a Quartz Claims Acquisition Agreement with Oro Quest Ltd. effective as of May 25, 2006, whereby we obtained a 100% interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory, Canada, in consideration of:  (i) the repayment by us to Oro Quest of all staking and quartz claims application costs to the Whitehorse Mining District of the Yukon Territory which were incurred by Oro Quest in acquiring the claims and (ii) the issuance by us to Oro Quest of an aggregate of 6,000 common shares of our common stock at a deemed issuance price of $0.05 per share.

The quartz claims that are the subject of our mineral property interests are known as the "DIO Claims" and are located in the Whitehorse Mining District in the Yukon Territory, Canada.  The claims are accessed from the Pilot Mountain Subdivision Road, a subdivision along the north side of the Takhini Hot Springs Road approximately 5 kilometres from its junction with the North Klondike Highway, known locally as the Mayo Road.  A power line crosses the Pilot Mountain Subdivision Road approximately 400 metres from its junction with the Takhini Hot Springs Road.  About 200 metres east off the Pilot Mountain Road along the power line, the baseline of the DIO Claims is intersected.

The Claim information is as follows:

|Claim Name | Grant Numbers | Expiry Date     
|---------- | ------------- | ----------------
|DIO 1      | YC 54160      | October 18, 2008
|DIO 2      | YC 54161      | October 18, 2008
|DIO 3      | YC 54162      | October 18, 2008
|DIO 4      | YC 54163      | October 18, 2008

Our Planned Exploration Program



Our planned exploration program consists of two phases, as described below:

Phase One

Phase one of our planned exploration program consists of prospecting, geological mapping, geophysical and geochemical surveys.  The budget for this is broken down as follows:

|Proposed Budget:  Phase One                                                                      
|-------------------------------------------------------------------------------------------------
|Prospecting and geological mapping (7 days @ $500/day)                                           
|Follow-up geophysical and VLF-EM (very low frequency electromagnetic) surveys (5 days @ $700/day)
|Soil and rock sampling (100 samples @ $20/sample)                                                
|Room and board, transportation and shipping                                                      
|Report writing and supervision (4 days @ $500/day)                                               
|Contingency (10%)                                                                                
|Total:                                                                                           

Phase Two

Phase two of our planned exploration program consists of back hoe, blast or hand trenching and sampling of mineralized showings located in phase one.

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|Proposed Budget:  Phase Two                               
|----------------------------------------------------------
|Small back hoe rental ($70/hr (wet) @ 2 days @ 10 hrs/day)
|Mobilization and demobilization costs                     
|Explosives                                                
|Geologist and labourer/blaster (4 days @ $700/day)        
|Rock samples (50 samples @ $20/sample)                    
|Room and board, transportation and shipping               
|Report writing and supervision (2 days @ $500/day)        
|Contingency (10%)                                         
|Total:                                                    

The total estimated costs of phase one of CDN$13,750 and phase two of CDN$8,470 equal approximately $13,797 and $8,499, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on May 16, 2008 of CDN$0.9966 : US$1.00.

Plans Regarding Exploration Program

We expect to commence phase one of the exploration program in the summer of 2008, depending on weather conditions and the availability of personnel and equipment.  Upon completion of phase one, and subject to the results of phase one, we intend to undertake phase two in the summer of 2009.

We will determine whether to proceed with further exploration work upon completion of phase two.  In completing this determination we will assess whether the results of the entire exploration up to that time are sufficiently positive to enable us to obtain any additional financing that we will then require.  This analysis will include an assessment of the market for financing of junior mineral exploration projects at the time of our assessment.

To date, we have spent no exploration expenditures on the property underlying our mineral claim interests, other than amounts spent in completing the geological report on the property.  We have not chosen anyone specific to conduct exploration work on the property.  We intend to choose a geologist recognized in the Yukon Territory who has had experience working in the regional area of the property.



Plan of Operations

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the property underlying our mineral claims:

1.     Obtain a trading symbol to trade our shares over the OTC Bulletin Board.  On October 4, 2007, we filed an initial SB-2 registration statement to register 6,006,000 shares of our common stock (including 3,000,000 shares underlying share purchase warrants) for resale by the selling stockholders named therein.  The SB-2 registration statement was declared effective by the SEC on October 17, 2007.  On October 26, 2007, we filed a registration statement on Form 8-A to effect registration of our common stock as a class under the Exchange Act.  We subsequently took action to apply to FINRA for a trading symbol to begin trading our shares on the OTC Bulletin Board.  The remaining costs in connection with obtaining a trading symbol expected to be approximately $5,000.

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2.     We intend to conduct phase one of our recommended exploration program on the property underlying our mineral claim interests.  Phase one will consist of prospecting, geological mapping, geophysical and geochemical surveys, and is estimated to cost approximately CDN$13,750 (approximately $13,797 based on the noon buying rate as certified by the New York Federal Reserve Bank on May 16, 2008 of CDN$0.9966 : US$1.00).  We expect to commence phase one of our exploration program in the summer of 2008, depending on weather conditions and the availability of personnel and equipment.

3.     We anticipate spending approximately $4,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $48,000 over the next twelve months.  The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

Thus, we estimate that our expenditures over the next twelve months will be approximately $67,000 ($5,000 to begin trading on the OTC Bulletin Board, $13,797 to complete phase one of our recommended exploration program, and $48,000 to cover ongoing general and administrative expenses).  As at March 31, 2007, we had cash of $2,103 and a working capital deficit of $73,546.  Our ability to complete phases one and two of our recommended exploration program of the property underlying our mineral claim interests, and to pay our general and administrative expenses for the next 12 months, will be subject to us obtaining additional financing as these expenditures will exceed our cash reserves.

During the 12 month period following the date of this report we anticipate that we will not generate any revenue.  Accordingly, we will be required to obtain additional financing in order to continue our plan of operations during and beyond the next twelve months.  We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program.  In the absence of such financing, we will not be able to pursue phase one or two of our recommended exploration program or any advanced exploration of the property underlying our mineral claim interests and our business plan will fail.  If we do not continue to obtain additional financing, we will be forced to abandon our mineral claim interests and our plan of operations will fail.



We may consider entering into a joint venture arrangement to provide the required funding to develop the property underlying our mineral claim interests.  We have not undertaken any efforts to locate a joint venture participant.  Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the property underlying our mineral claim interests.  If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claim interests to the joint venture participant.



Results of Operations

Revenues

We have had no operating revenues since inception.  We anticipate that we will not generate any revenues for so long as we are an exploration stage company.



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Expenses

Our expenses for the following periods are set forth below:

|                                   | For the Three 
Months Ended March 31, 2008 | For the Three 
Months Ended March 31, 2007 | May 16, 2006 
(Inception) toMarch 31, 2008
|---------------------------------- | ------------------------------------------ | ------------------------------------------ | ------------------------------------------
|Expenses                           |                                            |                                            |                                           
|Accounting and audit fees          | $       14,575                             | $       2,300                              | $    44,571                               
|Legal                              | 8,806                                      | 737                                        | 64,259                                    
|Mineral property costs             | -                                          | -                                          | 6,586                                     
|Office and administration expenses | 1,669                                      | 1,875                                      | 23,082                                    
|Travel                             | 2,735                                      | 5,821                                      | 26,328                                    
|Total:                             | $  (27,785)                                | $   (10,733)                               | $  (164,846)                              



As such, we experienced a net loss of $27,785 for the three months ended March 31, 2008, as compared to a net loss of $10,733 for the three months ended March 31, 2007.  Our total net loss from inception to March 31, 2008 was $164,846.  Our increased expenses (and net losses) during the three months ended March 31, 2008 as compared to the three months ended March 31, 2007 are largely due to increased legal, accounting and auditing expenses as a result of us becoming a reporting company under the Exchange Act in October 2007.

Liquidity and Capital Resources

Net Cash Used in Operating Activities

Net cash used in operating activities was $25,569 for the three months ended March 31, 2008, as compared with $15,354 for the three months ended March 31, 2007.  We have applied cash generated from our financing activities to fund our operations.



Net Cash from Financing Activities



During the three months ended March 31, 2008, we obtained net cash of $19,566 from financing activities (from a loan payable), as compared to $2,500 (proceeds from the sale of our common stock) during the three months ended March 31, 2007.



Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to continue to pursue our plan of operations.  For these reasons our auditors stated in their report included with our annual report for the year ended December 31, 2007 that they have substantial doubt we will be able to continue as a going concern.



Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to our existing shareholders.  There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned expansion and activities.

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Off-Balance Sheet Arrangements

There are no 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, which individually or in the aggregate is material to our investors.

Item 3.             Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.             Controls and Procedures

Disclosure Controls and Procedures

Robert Skelly, our President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report, and in his opinion our disclosure controls and procedures were effective.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION

Item 1.             Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A.           Risk Factors



Risks related to our company

Because we have only recently commenced business operations, we have no history of earnings and no foreseeable earnings, and we may never achieve profitability or pay dividends.

We were incorporated on May 16, 2006, and to date have been involved primarily in organizational activities, evaluating resource projects and acquiring our interest in certain mineral claims in the Yukon Territory, Canada.  Therefore, our ability to operate our business successfully remains untested.  If we are successful in developing the property that is the subject of our mineral claim interests, we anticipate that we will retain future earnings and other cash resources for the future operation and development of our business as appropriate.  We do not currently anticipate declaring or paying any cash dividends in the foreseeable future.  Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial conditions and anticipated cash needs.  For these reasons, we may never achieve profitability or pay dividends.



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We have yet to attain profitable operations, and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $164,846 for the period from May 16, 2006 (incorporation) to March 31, 2008, and we have no revenues to date.  At March 31, 2008, we had cash of $2,103 and a working capital deficit of $73,546.  As such, we will need to generate additional financial resources in order to complete phase one of the exploration program recommended by our consulting geologist as well as any further exploration.  There can be no assurances that we will continue to obtain additional financial resources and/or achieve profitability or positive cash flows.  If we are unable to obtain adequate additional financing, we will be required to curtail operations and exploration activities.  These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this report have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the period from incorporation to December 31, 2007.  If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of the property underlying our mineral claim interests, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of valuable minerals on the property.  Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The search for valuable minerals as a business is extremely risky.  We may not find commercially exploitable reserves of minerals on the property underlying our mineral claim interests.  Exploration for minerals is a speculative venture necessarily involving substantial risk.  The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the property underlying our mineral claim interests that we plan to undertake.  Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labour, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts.  In such a case, we would be unable to complete our business plan.  In addition, any determination that the property contains commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable.  There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property can be commercially developed.

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of the property underlying our mineral claim interests.  Even if we discover commercial reserves on the property underlying our mineral claim interests, we can provide no assurance that we will be able to successfully advance the property into commercial production.

The property underlying our mineral claim interests does not contain any known bodies of ore.  Our business plan calls for significant expenditures in connection with the exploration of the property.  We will require additional financing in order to maintain our administrative costs for the next twelve months and to complete phase one of the exploration program on the property, as recommended by our consulting geologist.  In addition, we will require further financing in order to complete phase two of the exploration program on the property and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation of the property underlying our mineral claim interests.  We currently are in the exploration stage and have no revenue from operations.  We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all.  If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property.  Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at that stage would result in our inability to place the property into production and recover our investment.



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Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the property underlying our mineral claim interests and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on the property underlying our mineral claim interests.  Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive.  Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining.  Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  We may invest significant capital and resources in exploration activities and abandon such investments if they are unable to identify commercially exploitable mineral reserves.  The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing.  We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on the property underling our mineral claim interests to justify commercial operations.  Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of ore on the property.

Because access to the property underlying our mineral claim interests is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts.

Due to snow and snowfall in the area, surface exploration of the property subject to our mineral claim interests is restricted to the summer months and early fall.  As a result, any attempts to visit, test or explore the property are largely limited to the few months out of the year when weather permits such activities.  These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found.  This may cause our business venture to fail and result in the loss of your entire investment in our common stock.

As we undertake exploration of the property underlying our mineral claim interests, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration for minerals.  We will be subject to the mining laws and regulations of the Yukon Territory as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations.  While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If there is a defect with respect to title of our mineral claim interests, our business may fail.

We own an interest in certain quartz claims in the Yukon Territory, Canada.  Although we believe that we have taken all appropriate steps to determine that we have title to interest in these claims, there is no guarantee that there are no defects with respect to title of the mineral claims.  The property may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects.  If we do not have clear title to our mineral claim interests, our business may fail and you may lose your entire investment in our common stock.



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If we are unable to maintain our mineral claim interests, then our business will fail.

We own a 100% interest in certain mineral claims in the Yukon Territory, Canada, which claims are governed by the Quartz Mining Act(Yukon Territory, Canada).  To keep our interests in these claims in good standing in the Yukon Territory, there must be CDN$100 (approximately $100 based on the noon buying rate as certified by the New York Federal Reserve Bank on May 16, 2008 of CDN$0.9966 : US$1.00) of exploration expenditures performed per claim each year.  In the event that work is not performed on a property, the CDN$100 per claim can be paid in lieu of performing such work.  In the case of our claim interests, CDN$100 of exploration expenditures must be spent before October 18, 2008 in order to maintain the claims in good standing for an additional year.  If we fail to meet these requirements on a timely basis, the claims subject to our interests will lapse.  Accordingly, you could lose all or part of your investment in our common stock.

We are subject to risks inherent in the mining industry, and at present we do not have any insurance against such risks.  Any losses we may incur that are associated with such risks may cause us to incur substantial costs which will have a material adverse effect upon our results of operations.

Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business.  Mining for valuable minerals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes.  At the present we do not intend to obtain insurance coverage and even if we were to do so, no assurance can be given that such insurance will continue to be available or that it will be available at economically feasible premiums.  Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.  Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms.  We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons.  Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.  Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.

If we do not find a joint venture participant for the continued exploration of the property underlying our mineral claim interests, we may not be able to advance the exploration work.

If the initial results of our mineral exploration program are successful, we may try to enter into a joint venture agreement with a third party for the further exploration and possible production of the property underlying our mineral claim interests.  We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a third party.  A prospective joint venture participant could have a limited ability to enter into joint venture agreements with junior exploration companies, and will seek the junior exploration companies who have the properties that it deems to be the most attractive in terms of potential return and investment cost.  In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our mineral claims interests to the joint venture participant.  If we are unable to enter into a joint venture agreement with a third party, we may fail and you will lose your entire investment in our common stock.

We rely on key members of management, the loss of whose services would have a material adverse effect on our success and development.

Our success depends to a certain degree upon certain key members of the management.  These individuals are a significant factor in our growth and success.  The loss of the service of members of the management could have a material adverse effect on us.  In particular, our success is highly dependant upon the efforts of our sole executive officer and our directors, the loss of whose services would have a material adverse effect on our success and development.]



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Because our executive officer has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Robert Skelly, our President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer, and a director, is spending only approximately 10% of his business time on providing management services to us.  While we believe that he presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Skelly from his other obligations could increase with the result that he may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms, which will materially affect our financial condition.

The mining industry is competitive in all of its phases.  We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals.  Many of these companies have greater financial resources, operational experience and technical capabilities.  As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all.  Consequently, our revenues, operations and financial condition could be materially adversely affected.



Risks related to our common stock

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

There is currently no active trading market for our common stock, and such a market may not develop or be sustained.  We currently plan to have our common stock quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority ("FINRA").  In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock.  At the date hereof, a market maker has filed a Form 15c-211, but such application is still being processed.  We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.  Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members.  If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment.  If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors.  In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of exploration stage companies, which may materially adversely affect the market price of our common stock.

Sales of a substantial number of shares of our common stock into the public market by selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops.  We filed a registration statement on Form SB-2 with the SEC, which was declared effective on October 17, 2007.   The selling stockholders thereunder may be reselling up to approximately 41% of the issued and outstanding shares of our common stock (and, if the share purchase warrants are exercised with respect to the 3,000,000 shares underlying such share purchase warrants being registered, then the selling stockholders may be reselling up to approximately 58% of our issued and outstanding shares of common stock).  As a result of such registration statement, a substantial number of our shares of common stock which have been issued are available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock.  As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.



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Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others.  Any such short sales could place further downward pressure on the price of our common stock.

Our stock is a penny stock.  Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

We currently plan to have our common stock quoted on the OTC Bulletin Board of FINRA, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing.  Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions.  Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances.  Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited.  In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities.  Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities.  Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer when recommending the investment to that customer.  Prior to recommending speculative low-priced securities to their non-institutional customers, broker-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 broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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



We did not sell any equity securities during the period covered by this report.

Item 3.             Defaults Upon Senior Securities

None.

Item 4.             Submission of Matters to a Vote of Securities Holders

None.



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Item 5.             Other Information

None

Item 6.             Exhibits



|Exhibit No. | Description of Exhibit                                                                                                        
|----------- | ------------------------------------------------------------------------------------------------------------------------------
|3.1 (1)     | Articles of Incorporation                                                                                                     
|3.2 (1)     | Bylaws                                                                                                                        
|10.1 (1)    | Quartz Claims Acquisition Agreement between Harborside Ventures Inc. and Oro Quest Ltd., dated May 25, 2006                   
|10.2 (1)    | Form of Seed Capital Unit Private Placement Agreement                                                                         
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
|32.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350               

(1) Incorporated by reference from our registration statement on Form SB-2 as filed with the SEC on October 4, 2007.











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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



HARBORSIDE VENTURES, INC.



By:          "Robert Skelly"
                 Robert Skelly                 President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director

Date:        May 20, 2008