UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                For the quarterly period ended December 31, 2008

                        Commission File Number 333-146627


                             BOREAL PRODUCTIONS INC.
              (Exact name of small business issuer in its charter)

            Nevada                                        26-1134956
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                               8017 Kenyon Avenue
                              Los Angeles, CA 90045
                    (Address of principal executive offices)

                                  (225)208-1002
                               (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 Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

There were 30,000,000 shares of Common Stock outstanding as of December 31,
2008.

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

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

The un-audited quarterly financial statements for the period ended December 31,
2008, prepared by the company, immediately follow.



                                       2
<PAGE>
                             BOREAL PRODUCTIONS INC.
                          (A Development Stage Company)
                                 Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of               As of
                                                                  December 31,       September 30,
                                                                     2008               2008
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $ 25,681           $ 31,721
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                 25,681             31,721

OTHER ASSETS
  Intellectual Property                                               2,500                 --
                                                                   --------           --------
TOTAL OTHER ASSETS                                                    2,500                 --
                                                                   --------           --------

      TOTAL ASSETS                                                 $ 28,181           $ 31,721
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $     --           $     --
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                                --                 --

      TOTAL LIABILITIES                                                  --                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 30,000,000 shares issued and outstanding
   as of December 31, 2008 and September 30, 2008                    30,000             30,000
  Additional paid-in capital                                         24,000             24,000
  Deficit accumulated during development stage                      (25,819)           (22,279)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           28,181             31,721
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 28,181           $ 31,721
                                                                   ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                             BOREAL PRODUCTIONS INC.
                          (A Development Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          September 24, 2007
                                                Three Months          Three Months           (inception)
                                                   Ended                 Ended                 through
                                                 December 31,          December 31,          December 31,
                                                    2008                  2007                  2008
                                                 -----------           -----------           -----------
<S>                                              <C>                   <C>                   <C>
REVENUES
  Revenues                                       $        --           $        --           $        --
                                                 -----------           -----------           -----------
TOTAL REVENUES                                            --                    --                    --

GENERAL & ADMINISTRATIVE EXPENSES                        839                 1,845                14,878
PROFESSIONAL FEES                                      2,700                 4,200                10,941
                                                 -----------           -----------           -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES                3,539                 6,045                25,819
                                                 -----------           -----------           -----------

NET INCOME (LOSS)                                $    (3,539)          $    (6,045)          $   (25,819)
                                                 ===========           ===========           ===========

BASIC EARNINGS PER SHARE                         $      0.00           $      0.00
                                                 ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        30,000,000            15,000,000
                                                 ===========           ===========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                             BOREAL PRODUCTIONS INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     September 24, 2007
                                                                 Three Months       Three Months        (inception)
                                                                    Ended              Ended              through
                                                                  December 31,       December 31,       December 31,
                                                                     2008               2007               2008
                                                                   --------           --------           --------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (3,539)          $ (6,045)          $(25,819)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Increase (Decrease) in Stock Subscriptions Received                  --              3,000                 --
    Increase (Decrease) in Accounts Payable                              --               (590)                --
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        (3,539)            (3,635)           (25,819)

CASH FLOWS FROM INVESTING ACTIVITIES
  Intellectual Property                                              (2,500)                --             (2,500)
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES        (2,500)                --             (2,500)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                               --                 --             30,000
  Additional paid-in capital                                             --                 --             24,000
  (Increase) Decrease in Subscription Receivable                         --                 36                 --
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            --                 36             54,000
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                      (6,039)            (3,599)            25,681

CASH AT BEGINNING OF PERIOD                                          31,721              8,964                 --
                                                                   --------           --------           --------

CASH AT END OF YEAR                                                $ 25,681           $  5,365           $ 25,681
                                                                   ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                         $     --           $     --           $     --
                                                                   ========           ========           ========
  Income Taxes                                                     $     --           $     --           $     --
                                                                   ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Boreal  Productions  Inc. (the Company) was  incorporated  under the laws of the
State of Nevada on September 24, 2007.  The Company was formed to option feature
films and TV  projects  and then  package  them to sell at a profit  to  various
studios and production companies.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected an September 30, year-end.

B. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the  provisions  of SFAS No. 128  effective  September 24, 2007 (date of
inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. 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  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       6
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no operations during the period from September 24, 2007 (date of
inception)  to  December  31, 2008 and  generated  a net loss of  $25,819.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the development stage and has
minimal expenses, management believes that the company's current cash of $25,681
is  sufficient  to cover the  expenses  they will incur  during the next  twelve
months.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The sole officer and director of the Company may, in the future, become involved
in  other  business  opportunities  as they  become  available,  she may  face a
conflict in selecting between the Company and her other business  opportunities.
The Company has not formulated a policy for the resolution of such conflicts.

                                       7
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

                                                         As of December 31, 2008
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                            $ 25,819
     Other                                                             0
                                                                --------
     Gross deferred tax assets                                    25,819
     Valuation allowance                                         (25,819)
                                                                --------

     Net deferred tax assets                                    $      0
                                                                ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of December 31, 2008, the Company has a net operating loss  carryforwards  of
approximately $25,819. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On September 24, 2007 the Company issued a total of 15,000,000  shares of common
stock to one director for cash in the amount of $0.0006 per share for a total of
$9,000.

On February 18, 2008 the Company  issued a total of 15,000,000  shares of common
stock to thirty investors for cash in the amount of $0.003 per share for a total
of $45,000.

On June 11,  2008 the  Company  effected  a 5 for 1  forward  split of its share
capital such that every one share of common stock issued and  outstanding  prior
to the split was  exchanged  for five  post-split  shares of common  stock.  The

                                       8
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 8. STOCK TRANSACTIONS (CONTINUED)

number of shares referred to in the previous  paragraphs is post-split number of
shares.   The  Company  also  changed  its  post-split   authorized  capital  to
375,000,000  shares of common  stock with a par value of $0.001  per share.  All
share amounts have been retroactively adjusted for all periods presented.

As of December 31, 2008 the Company had 30,000,000 shares of common stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2008:

Common  stock,  $ 0.001 par value:  375,000,000  shares  authorized;  30,000,000
shares issued and outstanding.

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS

Recent  accounting  pronouncements  that are  listed  below did  and/or  are not
currently  expected  to  have  a  material  effect  on the  Company's  financial
statements.

FASB STATEMENTS:

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

                                       9
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS(CONTINUED)

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies 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. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--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.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves

                                       10
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS(CONTINUED)

comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

                                       11
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
--------------------------------------------------------------------------------

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS(CONTINUED)

In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for

that fiscal year,  including  financial  statements for an interim period within
that fiscal year. The Company will adopt this statement March 1, 2008, and it is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q/A CONTAINS FORWARD-LOOKING STATEMENTS. ANY
STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE
DEEMED TO BE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT. THE WORDS "BELIEVES," "ANTICIPATES," "PLANS," "SEEKS,"
"EXPECTS," "INTENDS" AND SIMILAR EXPRESSIONS IDENTIFY SOME OF THE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
PERFORMANCE OR FUTURE RESULTS AND INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS.
THE FACTORS DISCUSSED ELSEWHERE IN THIS FORM 10-Q/A COULD ALSO CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY THE COMPANY'S
FORWARD-LOOKING STATEMENTS. BOREAL UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE
OR REVISE ANY FORWARD-LOOKING STATEMENTS.

OVERVIEW OF OUR BUSINESS

Our planned principal products will be feature films and television series
designed for the North American market.

We intend to option scripts and treatments to package the projects and sell to
them to various studios and production companies. Our choice of projects will
vary dependent upon market trends and interests. The entertainment sector is
booming as an exploding television and internet landscape are increasing the
demand for quality filmed material.

The projects we package will have the opportunity to generate revenue not just
in North America but also in the foreign and ancillary markets. TV series can
syndicate both locally and globally and films can be shown in a variety of
markets for years, which provide an ongoing source of revenue, often in
perpetuity. This will make them very attractive to possible buyers.

PLAN OF OPERATION

MAY 2008- JUNE 2008

Our corporate logo design and stationary was completed. Boreal web site began
construction. Anticipated completion date, September 2008. We attended the Banff
TV and New Media festival from the 6th-11th of June. At these two events, we
made contact with three other producers and writers who we have received scripts
from for packaging. We sent the scripts out for review from actors and
directors.

JULY 2008 - DECEMBER 2008:

During this phase, Boreal optioned a new film property, Crimson Falls, and we
are currently in negotiations on another TV series. Our web site has its home
page up with more information to follow. We secured a director for a project
that we will be optioning in 2009 called "The Clinic".

                                       13
<PAGE>
JANUARY 2009 -JUNE 2009

We have approached a director and lead actors for "The Clinic" packaging. We
have also started preliminary negotiations on both director and composer for
"Crimson Falls". There are four other TV projects, which we are in negotiation
on to option. The next event we plan to attend will be the Banff TV Festival in
June 2009.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at December 31, 2008 was $25,681. In order to achieve our
business goals, we needed the funding from the offering of registered shares
pursuant to our SB-2 Registration Statement filed with the SEC under file number
333-146842 which became effective on November 29, 2007. The offering was
completed on February 18, 2008 for total proceeds of $45,000.

RESULTS OF OPERATIONS

We are still in our development stage and have generated no revenues to date.

We incurred operating expenses of $3,539 and $6,045 for the three months ended
December 31, 2008 and 2007, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business. Our net loss from inception through December 31,
2008 was $25,819.

Cash provided by financing activities for the period from inception (September
24, 2007) through December 31, 2008 was $54,000, resulting from the sale of
3,000,000 shares of common stock issued to our director at $0.003 per share for
$9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors
at $0.015 for proceeds of $45,000.

Effective June 11, 2008, we effected a five for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 375,000,000 shares of common stock and
our outstanding share capital has increased from 6,000,000 shares of common
stock to 30,000,000 shares of common stock.

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 is material to investors.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period

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covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Boreal Productions is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risks to our business described in
our Registration Statement on Form SB-2/A filed with the SEC on November 16,
2007.

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

There were no sales of unregistered securities during the period covered by this
report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the period covered by this
report.

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

There were no matters submitted to a vote of security holders during the period
covered by this report.

ITEM 5. OTHER INFORMATION.

Effective June 11, 2008, we effected a five for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 375,000,000 shares of common stock and
our outstanding share capital has increased from 6,000,000 shares of common
stock to 30,000,000 shares of common stock.

The forward stock split became effective with the Over-the-Counter Bulletin
Board at the opening for trading on June 24, 2008 under the new stock symbol
"BPRO". Our new CUSIP number is 09971Q 207.

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ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-146842, at the SEC
website at www.sec.gov:

     Exhibit No.                    Description
     -----------                    -----------

        3.1             Articles of Incorporation*
        3.2             Bylaws*
       31.1             Rule 13a-14(a)/15d-14(a) Certification
       31.2             Rule 13a-14(a)/15d-14(a) Certification
       32.1             Certification Pursuant to 18 U.S.C. 1350

                                   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.

February 3, 2009         Boreal Productions Inc.


                             /s/ Andrea Fehsenfeld
                             ---------------------------------------------------
                         By: Andrea Fehsenfeld
                             (Chief Executive Officer, Chief Financial Officer,
                             Principal Accounting Officer, President, Secretary,
                             Treasurer & Sole Director)

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