**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedOctober
                31, 2007[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition periodto__________Commission
                File Number:333-146290





Flex
      Resources Co. Ltd.


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





Nevada
            N/A(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




1284
                East 19th Avenue , Vancouver, BC V5V 1L3(Address
                of principal executive offices)





205-419-8664(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) 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 issuer 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). [X] Yes [ ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 4,256,500 common shares as of December 10,
      2007.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]




Table
          of Contents


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3.
            Controls
                and Procedures
            15PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            16Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            16Item
                3.
            Defaults
                Upon Senior Securities
            16Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            16Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
            16


Table
          of Contents




**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
                unauditedconsolidated
                financial statements included in this Form 10-QSB are as
                follows:F-1
            Consolidated
                Balance Sheet as of October 31, 2007 and July 31,
                2007;F-2
            ConsolidatedStatements
                of Operations for the three months ended October 31,
                2007 and period from inception (December 15, 2006) to October 31,
                2007;F-3
            Consolidated
                Statements of Cash Flows for the three months
                ended October 31, 2007 and period from inception (December 15, 2006)
                to
                October 31, 2007;F-4
            Consolidated
                Statement of Stockholder’s Equity for the period
                from inception (December 15, 2006) to October 31, 2007;
                andF-5
            Notes
                to Consolidated Financial
                Statements.




These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended October 31, 2007
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3
 Table
          of Contents


**Flex
      Resources Co. Ltd.**


**and
      Consolidated Subsidiary**


**(An
      Exploration Company)**


**CONSOLIDATED
      BALANCE SHEET**


**(Expressed
      in US Dollars)**


**Oct
                  31, 2007**
              
              **July
                  31, 2007****ASSETS****CURRENT
                  ASSETS**Cash
              $
              26,206
              
              $
              46,193**Total
                  Current Assets**
              
              26,206
              
              
              46,193**MINERAL
                  PROPERTY**
              
              6,525
              
              
              6,411**TOTAL
                  ASSETS**
              $
              32,731
              
              $
              52,604**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accrued
                  Liabilities
              $
              10,238
              
              $
              30,000**Total
                  Current Liabilities**
              
              10,238
              
              
              30,000**COMMITMENTS
                  & CONTINGENCIES (Note 1, 2, 3, 4 and 5)****STOCKHOLDERS'
                  EQUITY**Common
                  Stock (Note 3)Authorized
                    75,000,000 shares at par value of $0.001 each Issued and Outstanding
                    4,256,500 shares
              
              4,257
              
              
              4,257Additional
                  Paid-In Capital
              
              70,393
              
              
              70,393Accumulated
                  Other Comprehensive Income
              
              868
              
              
              739Accumulated
                  Deficit during Development Stage
              
              (53,025)
              
              
              (52,785)**Total
                  Stockholders' Equity**
              
              22,493
              
              
              22,604**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              $
              32,731
              
              $
              52,604




The
      accompanying notes are integral party of these statements.




F-1
 Table
          of Contents


**Flex
        Resources Co. Ltd.**
 **and
        Consolidated Subsidiary**
 **(An
        Exploration Company)**
 **CONSOLIDATED
        STATEMENT OF OPERATIONS**
 **(Expressed
        in US Dollars)**




**Three
                Months**
              **Ended
                Oct 31,**
              **2007**
            
            **Cumulative
                From**
              **Dec
                15, 2006**
              **(Date
                of**
              **Inception)
                to Oct**
              **31,
                2007****Revenue**Sales
                and Services
            $
            -
            
            $
            -**Total
                Revenue**
            
            -
            
            
            -**Operating
                Expenses**General
                and Administative
            
            240
            
            
            2,777Exploration
                Expenses
            
            -
            
            
            12,258Professional
                Fees
            
            -
            
            
            37,990**Total
                Operating Expenses**
            
            240
            
            
            53,025**Net
                (Loss) for Period**
            
            (240)
            
            
            (53,025)**Other
                Comprehensive Income**Foreign
                Currency Translation
            
            129
            
            
            868**Comprehensive
                (Loss)**
            $
            (111)
            
            $
            (52,157)**Net
                Loss Per Common Share - Basic and Fully Diluted:**Net
                (Loss) for the Period
            $
            -
            
            $
            (0.02)**Weighted
                Average Number of Common Stock Outstanding**
            
            3,325,349
            
            
            3,073,251




The
        accompanying notes are integral party of these statements.


F-2
 Table
          of Contents


**Flex
          Resources Co. Ltd.**
 **and
          Consolidated Subsidiary**
 **(An
          Exploration Company)**
 **CONSOLIDATED
          STATEMENT OF CASH FLOWS**
 **(Expressed
          in US Dollars)**


**Three
                  Months Ended Oct 31, 2007**
              
              **Cumulative
                  From Dec 15, 2006 (Date of Inception) to Oct 31,
                  2007****Cash
                  flows from operating activities:**Net
                  (Loss)
              $
              (240)
              
              $
              (53,025)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Net
                  change in operating assets and liabilities:
              
              
              
              
              -Other
                  current liabilities
              
              (19,762)
              
              
              10,238**Net
                  cash flows provided by operating activities**(20,002)
              
              
              (42,787)**Cash
                  flows from investing activities:**Purchase
                  of mineral claim
              
              (114)
              
              
              (6,525)**Net
                  cash flows used by investing activities**(114)
              
              
              (6,525)**Cash
                  flows from financing activities:**Issues
                  of shares
              
              -
              
              
              74,650**Net
                  cash flows used by financing activities**
              
              -
              
              
              74,650**Effect
                  of exchange rate changes on cash**
              
              129
              
              
              868**Increase
                  in cash**
              
              (19,987)
              
              
              26,206Cash,
                  beginning of period
              
              46,193
              
              
              0Cash,
                  end of period
              $
              26,206
              
              $
              26,206


The
        accompanying notes are integral party of these statements.


F-3
 Table
          of Contents


**Flex
          Resources Co. Ltd.**
 **and
          Consolidated Subsidiary**
 **(An
          Exploration Company)**
 **CONSOLIDATED
          STATEMENTS OF CHANGES IN SHAREHOLDER
          EQUITY**
 **(Expressed
          in US Dollars)**




Common
                Stock
              
              Amount
              
              Additional
                  Paid-
                in
                  Capital
              
              Accumulated
                  Other Comprehensive Income (Loss)
              
              Deficit
                  Accumulated During Development Stage from Inception to Oct 31,
                  2007
              
              Shareholders'
                  EquityBalance
                  at Inception, Dec 15, 2006
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Shares
                  issued at $0.01 per share pursuant to subscription on January 10,
                  2007
              
              2,900,000
              
              
              2,900
              
              
              26,100
              
              
              
              
              
              -
              
              
              29,000Shares
                  issued at $0.02 per share pursuant to subscription on May 1,
                  2007
              
              1,125,000
              
              
              1,125
              
              
              21,375
              
              
              
              
              
              -
              
              
              22,500Shares
                  issued at $0.10 per share pursuant to subscription on June 12,
                  2007
              
              231,500
              
              
              232
              
              
              22,918
              
              
              
              
              
              -
              
              
              23,150Accumulated
                  deficit during development stage
              
              
              
              
              
              
              
              
              
              
              739
              
              
              (52,785)
              
              
              (52,046)Balance
                  July 31, 2007
              
              4,256,500
              
              $
              4,257
              
              $
              70,393
              
              $
              739
              
              $
              (52,785)
              
              $
              22,604Accumulated
                  deficit during development stage for three months ended Oct 31,
                  2007
              
              
              
              
              
              
              
              
              
              
              129
              
              
              (240)
              
              
              (111)Balance
                  Oct 31, 2007
              
              4,256,500
              
              $
              4,257
              
              $
              70,393
              
              $
              868
              
              $
              (53,025)
              
              $
              22,493




The
        accompanying notes are integral party of these statements.




F-4
 Table
          of Contents


**FLEX
      RESOURCES CO. LTD.**


**AND
        CONSOLIDATED SUBSIDIARY**
 **(A
        Exploration Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **October
        31, 2007**
 **(Expressed
        in US Dollars)**
  **1.
          BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES**
 
 **Organization
          and Description of Business**
 
 Flex
          Resources Co. Ltd. (the “Company”) was incorporated in the State of Nevada on
          February 8, 2007. The Company is an exploration stage company which has
          as its
          principal business the acquisition and exploration of mineral
          claims.
 
 On
          February 8, 2007, the Company acquired all the issued and outstanding shares
          of
          Flex Resources Ltd. (“Flex Canada”), a corporation incorporated in the province
          of British Columbia, Canada on December 15, 2006 from the sole shareholder.
          The
          consideration for the acquisition of Flex Canada was a one-for-one share
          exchange. This transaction was treated as a reorganization of capital to
          affect
          domicile and the December 15, 2006 date of incorporation of Flex Canada
          has been
          used as the date of inception.
 
 In
          January 2007, Flex Canada acquired one placer claim tenure in British Columbia,
          Canada. The Company has not presently determined whether its mineral claims
          contain mineral reserves that are economically recoverable. The recoverability
          of amounts from the mineral claim will be dependent upon the discovery
          of
          economically recoverable reserves, confirmation of the Company’s interest in the
          underlying mineral claim, the ability of the Company to obtain necessary
          financing to satisfy the expenditure requirements under the mineral claims
          agreement and to complete the development of the mineral claim and upon
          future
          profitable production or proceeds from the sale thereof.
 
 **Principles
          of Consolidation**
 
 The
          consolidated financial statements include accounts of the Company and its
          wholly-owned subsidiary, Flex Resources Ltd. All significant inter-company
          balances and transactions are eliminated.
 
 **Cash
          and Cash Equivalents**
 
 Cash
          equivalents comprise certain highly liquid instruments with a maturity
          of three
          months or less when purchased. As of October 31, 2007, the Company did
          not have
          any cash equivalents.
 
 **Mineral
          Properties and Exploration Expenses**
 
 Mineral
          properties purchased are capitalized and carried at cost. Exploration and
          development costs are charged to operations as incurred until such time
          that
          proven or probable ore reserves are discovered. From that time forward,
          the
          Company will capitalize all costs to the extent that future cash flow from
          reserves equals or exceeds the costs deferred. The deferred costs will
          be
          amortized using the unit-of-production method when a property reaches commercial
          production. As of October 31, 2007, the Company did not have proven or
          probable
          reserves.
 
 **Fair
          Value of Financial Instruments**
 
 The
          carrying value of cash and accrued liabilities at October 31, 2007 reflected
          in
          these financial statements approximates their fair value due to the short-term
          maturity of the instruments.
  F-5
 Table
              of Contents
  
 **Comprehensive
          Income**
 
 The
          Company has adopted Statement of Financial Accounting Standards (SFAS)
          No. 130,
“Reporting Comprehensive Income”. Comprehensive income includes net income and
          all changes in equity during a period that arises from non-owner sources,
          such
          as foreign currency items and unrealized gains and losses on certain investments
          in equity securities.
 
 **Asset
          Retirement Obligations**
 
 The
          Company has adopted SFAS No. 143, *Accounting
          for Asset Retirement Obligations* which
          requires that the fair value of a liability for an asset retirement obligation
          be recognized in the period in which it is incurred. The Company has not
          incurred any asset retirement obligations as of October 31, 2007.
 
 **Foreign
          Currency**
 
 The
          operations of the Company are located in Canada. The Company maintains
          a US
          dollar bank account(s). The functional currency is the US Dollar. Transactions
          in foreign currencies other than the functional currency, if any, are remeasured
          into the functional currency at the rate in effect at the time of the
          transaction. Remeasurement gains and losses that arise from exchange rate
          fluctuations are included in income or loss from operations.
 
 **Use
          of Estimates**
 
 The
          preparation of the Company’s financial statements in conformity with generally
          accepted accounting principles of the United States of America 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. Management makes its best estimate
          of the
          ultimate outcome for these items based on historical trends and other
          information available when the financial statements are prepared. Actual
          results
          could differ from those estimates.
 
 **Loss
          Per Share**
 
 Basic
          earnings (loss) per share of common stock are computed by dividing the
          net
          earnings (loss) by the weighted average number of common shares outstanding
          during the period. Diluted earnings (loss) per share are equal to the basic
          loss
          per share for the year ended October 31, 2007 because there are no common
          stock
          equivalents outstanding.
 
 **Income
          Taxes**
 
 The
          Company records deferred taxes in accordance with Statement of Financial
          Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” The
          statement requires recognition of deferred tax assets and liabilities for
          temporary differences between the tax bases of assets and liabilities and
          the
          amounts at which they are carried in the financial statements, based upon
          the
          enacted tax rates in effect for the year in which the differences are expected
          to reverse. A valuation allowance is established when necessary to reduce
          deferred tax assets to the amount expected to be realized.
  F-6
 Table
              of Contents
 
 **Exploration
          Stage**
 
 The
          Company entered the exploration stage upon its inception in the current
          year.
          Accordingly, income and expenses for the current year and cash flow for
          the
          current year equal income and expenses and cash flow on a cumulative basis
          since
          inception.
 
 **Impairment
          of Long-Lived Assets**
 
 The
          Company periodically analyzes its long-lived assets for potential impairment,
          assessing the appropriateness of lives and recoverability of unamortized
          balances through measurement of undiscounted operation cash flows in accordance
          with SFAS No. 144, *Accounting
          for the Impairment or Disposal of Long-lived Assets* .
          If
          impairment is deemed to exist, the asset will be written down to its fair
          value.
          Fair value is generally determined using a discounted cash flow analysis.
          As of
          October 31, 2007, the Company does not believe any adjustment for impairment
          is
          required.
 
 **Concentrations**
 
 The
          Company is dependent on its Chief Executive Officer and business consultants
          for
          its operations. The loss of any of these individuals could impact the Company’s
          ability to carry on operations.
 
 **New
          Accounting Pronouncements**
 
 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, and expands disclosure about
          fair
          value measurements. This statement applies under other accounting pronouncements
          that require or permit fair value measurement, the FASB having previously
          concluded in those accounting pronouncements that fair value is the relevant
          measurement attribute. This statement does not require any new fair value
          measurements. However, for some entities the application of the 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. The Company is currently reviewing the effect,
          if
          any, that this new pronouncement will have on its financial
          statements.
 
 FASB
          Interpretation No. 48, *Accounting for Uncertainty in Income Taxes - An Interpretation of FASB
          Statement
          No. 109* ,
          (“FIN
          48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
          in an enterprise’s financial statements in accordance with SFAS
          No. 109 *.* FIN 48
          prescribes a recognition threshold and measurement attribute for the financial
          statement recognition and measurement of a tax position taken or expected
          to be
          taken in a tax return. The new FASB standard also provides guidance on
          derecognition, classification, interest and penalties, accounting in interim
          periods, disclosure, and transition. The evaluation of a tax position in
          accordance with FIN 48 is a two-step process. The first step is a recognition
          process whereby the enterprise determines whether it is more likely than
          not
          that a tax position will be sustained upon examination, including resolution
          of
          any related appeals or litigation processes, based on the technical merits
          of
          the position. In evaluating whether a tax position has met the
          more-likely-than-not recognition threshold, the enterprise should presume
          that
          the position will be examined by the appropriate taxing authority that
          has full
          knowledge of all relevant information. The second step is a measurement
          process
          whereby a tax position that meets the more-likely-than-not recognition
          threshold
          is calculated to determine the amount of benefit to recognize in the financial
          statements. The tax position is measured at the largest amount of benefit
          that
          is greater
  F-7
 Table
              of Contents
  than
          50%
          likely of being realized upon ultimate settlement. The provisions of FIN
          48 are
          effective for fiscal years beginning after December 15, 2006. Earlier
          application is permitted as long as the enterprise has not yet issued financial
          statements, including interim financial statements, in the period of adoption.
          The provisions of FIN 48 are to be applied to all tax positions upon initial
          adoption of this standard. Only tax positions that meet the more-likely-than-not
          recognition threshold at the effective date may be recognized or continue
          to be
          recognized upon adoption of FIN 48. The cumulative effect of applying the
          provisions of FIN 48 should be reported as an adjustment to the opening
          balance
          of retained earnings (or other appropriate components of equity or net
          assets in
          the statement of financial position) for that fiscal year. We are currently
          evaluating the statement and have not yet determined the impact of such
          on our
          financial statements.
 
 SFAS
          No. 151 *,
          Inventory Costs - an amendment of ARB No. 43, Chapter 4* (“SFAS
          151”). In November 2004, the FASB issued SFAS 151 which amends the guidance
          in
          ARB No. 43, Chapter 4, “Inventory Pricing.” ARB No. 43 previously
          required that certain costs associated with inventory be treated as current
          period charges if they were determined to be so abnormal as to warrant
          it. SFAS
          151 amends this removing the so abnormal requirement and stating that
          unallocated overhead costs and other items such as abnormal handling costs
          and
          amounts of wasted materials (spoilage) require treatment as current period
          charges rather than a portion of inventory cost. SFAS 151 is effective
          for
          inventory costs incurred during fiscal years beginning after June 15, 2005,
          with earlier application permitted. The provisions of this statement need
          not be
          applied to immaterial items. We do not allocate overhead costs to inventory
          and
          management has determined that there are no other material items which
          require
          the application of SFAS 151.
 
 There
          were various other accounting standards and interpretations issued during
          2006
          or to October 31, 2007, none of which are expected to have a material impact
          on
          the Company’s financial position, operations or cash flows.
 
 **2.
          BASIS OF PRESENTATION - GOING CONCERN**
 
 These
          consolidated financial statements have been prepared on a going-concern
          basis
          which assumes that the Company will be able to realize assets and discharge
          liabilities in the normal course of business for the foreseeable
          future.
 
 The
          Company has experienced losses since its inception of $52,157 as of October
          31,
          2007 and has no operating revenues. As of October 31, 2007, the Company
          had a
          total of $26,206 in cash; however, this amount may be insufficient to sustain
          operations over the course of the next year. These factors raise substantial
          doubt about the Company’s ability to continue as a going concern.
 
 The
          Company is in the process of exploring and evaluating its mineral properties
          and
          projects and has not yet determined whether these properties contain
          economically recoverable ore reserves. The underlying value of the mineral
          properties is entirely dependent on the existence of economically recoverable
          reserves, the ability of the Company to obtain the necessary financing
          to
          complete development and upon future profitable production or sufficient
          proceeds from the disposition thereof.
 
 These
          financial statements do not give effect to adjustments to the amounts and
          classifications to assets and liabilities that would be necessary should
          the
          Company be unable to continue as a going concern.
  F-8
 Table
              of Contents
 
 3.
          MINERAL PROPERTY
 
 The
          mineral property consists of the following mineral claim tenure:
 
 Name
                No.
                    of Claim Tenures
                Location
                Area
                    Covered
                CostAlps
                    Property
                1
                160
                    kms West of Vancouver, BC
                190.043
                    hectares
                $6,525
 
 The
          claim
          is subject to a requirement to either (1) complete exploration work on
          the
          claims valued at an amount stipulated by the government and pay a filing
          fee; or
          (2) pay a stipulated fee to the Province of British Columbia in lieu of
          completing exploration work. The stipulated amount in respect of these
          claims is
          anticipated to total approximately $550 during the upcoming two
          years.
 
 3.
          COMMON
          STOCK
 
 On
          January 10, 2007, the Company issued 2,900,000 shares at $0.01 per share
          to its
          founder and CEO in return for total proceeds of $29,000.
 
 On
          May 1,
          2007, the Company issued 1,125,000 shares to 13 individuals pursuant to
          subscriptions for $0.02 per share in return for total proceeds of
          $22,500.
 
 On
          June
          12, 2007, the Company issued 231,500 shares to 28 individuals pursuant
          to
          subscriptions for $0.10 per share in return for total proceeds of
          $23,150.
 
 4.
          INCOME
          TAXES
 
 The
          Company is subject to United States income taxes and Canadian income taxes
          (to
          the extent of its operations in Canada). The Company had no income tax
          expense
          during the reported period due to net operating losses.
 
 A
          reconciliation of income tax expense to the amount computed at the statutory
          rates is as follows:
  Accumulated
                  loss since inception
                $
                (52,157)Average
                    statutory tax rate
                
                35%Expected
                  income tax provision
                
                (18,255)Unrecognized
                    tax losses
                
                18,255Income
                  tax expense
                $
                0
  Significant
          components of deferred income tax assets are as follows:
  Net
                  operating losses carried forward in United
                  States
                $
                52,157Valuation
                    allowance
                
                (52,157)Net
                    deferred income tax assets
                $
                0
  F-9
 Table
              of Contents
  The
          Company has net operating losses carried forward of $52,157 for United
          States
          tax purposes which will begin to expire in 2027 if not utilized. A valuation
          allowance has been established for this amount.
 
 **5.
          RELATED PARTY TRANSACTIONS**
 
 As
          of
          October 31, 2007, the sole officer and director of the Company owns 68%
          of the
          outstanding shares of the Company.
 
 The
          Company does not have an employment agreement with the sole officer and
          director. The Company does not have a non-compete agreement with the sole
          officer and director.


F-10
 Table
          of Contents




**Item
      2.     Management’s Discussion and Analysis
      or Plan of Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Overview**





We
      were
      incorporated in the State of Nevada on February 8, 2007. We are an
      exploration-stage company engaged in the exploration and development of mineral
      resource properties. On February 8, 2007 we acquired all of the outstanding
      shares of Flex Resources Ltd., a British Columbia corporation, from our
      president and director, Llorn Kylo, in exchange for 2,900,000 shares of our
      company, whereby Flex Resources Ltd. became our wholly-owned subsidiary. Flex
      Resources Ltd. was incorporated on December 15, 2006 (date of inception). On
      February 15, 2007 the subsidiary completed a British Columbia Mineral Titles
      “Bill of Sale” initiated on February 1, 2007 whereby we purchased 100% of a
      mineral claim known as “The Alps”. The claim is located on Vancouver Island in
      British Columbia, Canada. The purchase price for the claims totaled C$6,000.
      Through our subsidiary we own the Alps claim outright, subject to government
      claim renewal fees and regulatory requirements described below.




The
      current expiry date of our mineral claim is May 29, 2008. Prior to the renewal
      date, we plan to renew the claims. In order to renew, the British Columbia
      government requires either (1) completion of exploration work on the mineral
      claims valued at an amount stipulated by the


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government
      and the payment of a filing fee; or (2) payment of a filing fee and an
      additional payment to the Province of British Columbia in lieu of completing
      exploration work to maintain the mineral claims.




We
      intend
      to explore the Alps claim for any commercially exploitable base or precious
      metal deposits. There is no assurance that any commercially viable base or
      precious metal deposits exist on the property.




The
      Province of British Columbia owns the land covered by our mineral claim.
      Currently, we are not aware of any native land claims that might affect the
      title to the mineral claims or to British Columbia’s title of the property.
      Although we are unaware of any situation that would threaten these claims,
      it is
      possible that a native land claim could be made in the future. The federal
      and
      provincial government policy at this time is to consult with all potentially
      affected native bands and other stakeholders in the area of any potential
      commercial production. If we should encounter a situation where a native person
      or group claims an interest in these claims, we may choose to provide
      compensation to the affected party in order to continue with our exploration
      work, or if such an option is not available, we may have to relinquish any
      interest that we hold in these claims.




Mineral
      property exploration is typically conducted in phases. Each subsequent phase
      of
      exploration work is recommended by a geologist based on the results from the
      most recent phase of exploration. We have not yet commenced the preliminary
      phase of exploration on our property. Once we complete the preliminary phase,
      we
      will make a decision as to whether or not we will proceed with further
      exploration based upon the analysis of the results of that program. Our sole
      director will make these decisions based upon the recommendations of an
      independent geologist who will oversee the program and record the
      results.




Our
      plan
      of operation is to conduct exploration work on the claims in order to ascertain
      whether it possesses commercially exploitable quantities of base or precious
      metals. There can be no assurance that such base or precious metal deposits
      exist on the property.




Even
      if
      we complete our proposed exploration programs on the properties and we are
      successful in finding commercially exploitable quantities of base or precious
      metals, we may not find enough to pay our expenses or achieve profitable
      operations.





**Plan
      of Operation**





We
      have
      obtained an independent Geological Report on the Alps property. Mr. Paul D.
      Gray, our Geological Consulant, has prepared this Geological Report and reviewed
      all available exploration data completed on these mineral claims. The following
      is a summary of the exploration recommendations and program authored by Mr.
      Gray
      and contained in his Geological Report:




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***Exploration
      Recommendations and Program***




The
      Geological Report recommends that the Alps property should first be geologically
      re-evaluated in relation to its regional geological setting (compared to
      analogous settings worldwide that contain historic or contemporaneously
      producing mines). This study can take place without additional field work,
      as
      the 1970-90s reports and our current Geological Report are readily available
      for
      research and analysis.




As
      part
      of our current Geological Report, all identified mineral exploration related
      information has been geo-referenced and assembled into a single MAPINFO
      Database. This is a suitable first step; however a more rigorous G.I.S.-based
      database should be created and utilized for all future exploration work and
      analyses. In particular a more coherent database of the lithological units
      on
      the project should be compiled into a useable geological package complete with
      legend. This later point would be possible only after suitable property
      geological mapping has been completed at a tight scale with good survey
      control.




After
      the
      described desk study and data compilation program are completed, it is
      recommended by the author that the Alps project should be explored by a phased
      series of work programs designed to achieve the following exploration
      objectives:




Re-establish
      Property geological control (outcrop mapping) by prospecting and GPS surveys;
      Systematic sampling of all bedrock exposures defined from the above; Geochemical
      Soil sampling within (verification) and beyond the limits of the historic work;
      Geophysical assessment (I.P.) of the property following on the geochemical
      survey; Trenching and open cut exploration and sampling (following up on defined
      Geochemical and Geophysical anomalies); and Definition of drill targets and
      testing by Diamond drilling.




Additionally,
      the Report’s author recommends environmental and socio-economic programs be
      undertaken contemporaneously to any exploration programs. These studies should
      focus on:




Environmental
      baseline studies including water sampling and ARD/ABA testing of mineralization
      and hostrock; Identification and preliminary contact with the local First
      Nations; Identification and preliminary contact with the surface rights holders
      (logging companies) toward access road use and working agreements; and
      Identification and preliminary contact with local conservation groups and
      communities.




The
      Geological Report’s exploration recommendations are summarized
      below:




Additional
      Staking of MTO mineral Claims:




The
      current nine (9) Cell claim # 534606 can be increased in size to an additional
      121 MTO units. In this capacity the area immediate to the subject claims is
      covered as well as the most direct access route from B.C. Highway 4, further
      the
      mineral tenure will expand to be contiguous to the nearest mineral claims.
      The
      estimated cost for this acquisition is a onetime C$1,860 (approximately) staking
      fee with annual payments thereafter. Owing to the contiguous nature of


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the
      existing claims and proposed extension, any work completed on any section of
      the
      property could be applied in assessment work to the property as a
      whole.




Phase
      1A: Prospecting and Assessment of Alps Property:




A
      two (2)
      week reconnaissance prospecting program be undertaken by two (2) locally
      experienced prospectors over the expanded Alps Property. A base map of at least
      1:20,000 scale, and ideally 1:5,000 scale should be acquired for this program
      (The 1:20,000 scale N.T.S. 092F.014 map sheet, TRIM topography Data is available
      in digital format for purchase for approximately C$1,000 and could be enlarged
      for this purpose). The program would focus on bedrock exposure location (GPS
      survey) and systematic sampling as well as a preliminary soil sampling program
      in the defined anomalous area A of the project (all with subsequent assaying).
      A
      program budget of $28,000 and duration of two (2) weeks are required for this
      phase, which could be done any time between May and November. No work permits
      would be required for this phase of work.





Phase
      1B: Grid-based Geochemical Survey:




A
      GPS
      surveyed flag grid should be established over the Alps property covering an
      area
      of 1.5 km (the southern flank of the height of land and the western flank of
      the
      height of land). The line spacing for the grid should be 100 meters, with a
      minimum 14, 700 meter N-S lines over the Southern flank and minimum 10, 500
      metre E-W lines over the western flank. A total of 14.8 line kilometers
      (minimum) would be required for this program. Soil geochemistry (B or C soil
      horizon focus) should be sampled on 50 meter centers; for a total of almost
      300
      samples. Three (3) weeks for two (2) prospectors would be required to establish
      and sample the grid. Geological and structural mapping of the grid by a
      geologist should also be conducted during this program, along with rock grab
      and
      representative chip sampling of any significant mineral occurrences discovered.
      A program budget of C$40,000 would be necessary for this phase and could be
      conducted between May and November. Prospecting could be combined with this
      Phase easily. No work permits would be required for this phase of
      work.




Phase
      1C: Geophysical Survey:




An
      Induced Polarization (I.P.) and coincident VLF/EM survey program should be
      conducted over the same grid as above. The program would be designed to assess
      the near surface (>200 meters depth) mineralization potential of the
      property. The program should take an estimated 10 days to conduct at an
      approximate cost of C$28,000.00. Phase 1A/B Prospecting and Geochemical
      surveying could be combined with this Phase easily. A Notice of Work Permit
      and
      reclamation bond will be required to be applied for and authorized by the B.C.
      Ministry of Energy, Mines and Petroleum Resources for this program. The creation
      and granting of the permit will require an approximate one (1) month window
      before the work in conducted. The work could be conducted anytime between May
      and November.




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Phase
      1D: Technical Report and Assessment Work:




A
      N.I.
      43-101 Technical Report should be prepared after the completion of Phase 1.
      This
      would take approximately 1 month to complete and cost an estimated about
      C$12,000. Additionally, a report should be prepared and filed with the
      Provincial Government to apply the Phase 1 expenses to the Alps Property
      (estimated cost of report and filings, C$2,500.00).




Phase
      2 Mechanical Trenching/Diamond Drilling:




Should
      Phase 1 results warrant, a mechanical trenching and or diamond drilling program
      should be conducted. A new (or amended) Notice of Work application to the B.C.
      Ministry of Energy, Mines and Petroleum Resources would be required as well
      as
      an increase of the reclamation bonding for this program. It may also be
      warranted to expand and sample the exploration grid depending on Phase 1
      Results. The estimated budget for a trenching and/or Diamond Drilling program
      would be C$250,000 and take a total of three (3) months to complete. Updated
      technical reports should follow the completion of Phase 2, for an additional
      C$15,000.





***Proposed
      Budget***





The
      aforementioned recommendations are expanded into a proposed budget for such
      activities below:




Property
      Expansion - Preliminary Work





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**MTO
                Staking
            Consultant
            1
                day
            $650/day
            $
                650Staking
            Consultant
            121
                Cells
            $10/cell
            $
                1,210**Total**
            
            
            
            **$
                1,860**





**PHASE
      I**




Property
      Exploration - Phase 1A





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Base
                Map Preparation
            Consultant
            1
                day
            $1,000
            $
                1,000Prospect/Sampling
            2
                Prospectors
            28
                man days
            $300/man
                day
            $
                8,400Geological
                Control
            Geologist
            5
                days
            $650/man
                day
            $
                3,250Expenses
            Truck,
                hotel, food
            30
                days
            $180/day
            $
                5,400Supplies
            Sampling
                Gear
            
            $1,000
            $
                1,000Analyses
            Rock
            150
                samples
            $25/sample
            $
                3,750Compilation
            Consultant
            2
                days
            $650/day
            $
                1,300**Total
                with Contingency**
            
            
            
            **$
                28,000**




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Alps
      Grid
      Geochemistry - Phase 1B





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Prospecting
            2
                Prospectors
            38
                man days
            $300/man
                day
            $
                11,400Geology
                Control
            1
                Geologist
            6
                days
            $650/day
            $
                3,900Expenses
            Truck,
                hotel, food
            40
                man days
            $180/day
            $
                7,200Analyses
            Soils,
                Rocks
            350
                samples
            $25/sample
            $
                8,750Supplies
            Sampling
                Gear
            
            $2,000
            $
                2,000Compilation
            Consultant
            2
                days
            $650/day
            $
                1,300**Total
                with Contingency**
            
            
            
            **$
                40,000**




Alps
      Grid
      Geophysics - Phase 1C





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Notice
                of Work
            Consultant
            1
                day
            $700/day
            $
                700Bond
                to MEMPR
            Reclamation
            1
            $2,000
            $
                2,000I.P.
                / VLF-EM
            Consultant
            10
                days
            $1,750/linekm
            $
                28,000Consultant
                Support
            Prospector
            10
                days
            $300/
                day
            $
                3,000**Total
                with Contingency**
            
            
            
            **$
                38,000**




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Technical
      Report - Phase 1D





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Technical
                Report
            Geologist
            25
                days
            $600/day
            $
                15,000**Totals**
            
            
            
            **$
                15,000**




**PHASE
      II**




Trenching
      and Diamond Drilling - Phase 2





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Notice
                of Work
            Consultant
            2
                days
            $700/day
            $
                1,400Bond
                to MEMPR
            Reclamation
            Trench/Drill
            
            $
                10,000Trenching
            Contractor
            10
                days
            $1000/day
            $
                10,000Diamond
                Drilling
            Contractor
            1500
                meters
            $100/meter
            $150,000Geology,
                Log Core
            Geologist
            30
                days
            $700/day
            $
                21,000Core
                Splitter
            Labor
            30
                days
            $250/day
            $
                7,500Expenses
            Truck/hotel/food
            30
                days
            $250/day
            $
                7,500Analyses
            Rocks,
                Core
            300
                samples
            $25/sample
            $
                7,500Compilation
            Geologist
            6
                days
            $700/day
            $
                4,200**Total
                with Contingency**
            
            
            
            **$250,000**




Technical
      Report - Phase 2





**Work**
            **Notes**
            **Number**
            **Cost**
            **Work
                Cost**Technical
                Report
            Geologist
            20
                days
            $700/day
            $
                14,000**Totals**
            
            
            
            **$
                14,000**





Our
      business plan is to proceed with the exploration of the Alps property to
      determine whether it contains commercially viable deposits of base or precious
      metals. We intend to proceed with Additional Staking and Phase 1 of the
      exploration program recommended by our Consulting Geologist. We are able to
      begin but not complete the Additional Staking and Phase 1 of our exploration
      program without additional financing. We plan to raise additional capital during
      the next 18 months by seeking additional funds from existing investors or by
      offering equity securities to new investors. The risky nature of this enterprise
      and lack of tangible assets places other types of debt financing beyond the
      credit-worthiness required by most banks or typical


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investors
      of corporate debt until such time as an economically viable mine can be
      demonstrated. Additional capital will allow us to complete preliminary
      exploration activities and perhaps begin additional activities as well, should
      we determine with our consulting geologist that this is advisable.




Once
      we
      receive the analysis of our preliminary exploration program, our board of
      directors, in consultation with our consulting geologist will assess whether
      to
      proceed with additional exploration, including Phase 2. In making this
      determination to proceed with a further exploration program, we will make an
      assessment as to whether the results of the preliminary exploration program
      are
      sufficiently positive to enable us to proceed. This assessment will include
      an
      evaluation of our cash reserves after the completion of the initial exploration,
      the price of minerals, and the market for the financing of mineral exploration
      projects at the time of our assessment.




In
      the
      event the results of our initial exploration program prove not to be
      sufficiently positive to proceed with further exploration on the Alps property,
      we intend to seek out and acquire interests in North American mineral
      exploration properties, which, in the opinion of our consulting geologist,
      offer
      attractive mineral exploration opportunities. If we are unable locate and
      acquire such a prospect, we may be forced to seek other business opportunities.
      Presently, we have not given any consideration to the acquisition of other
      exploration properties because we have only recently commenced our preliminary
      exploration program and have not received any results.




Upon
      the
      completion of preliminary exploration, or any additional programs, which are
      successful in identifying mineral deposits, we will have to spend substantial
      funds on further exploration and engineering studies before we know that we
      have
      a mineral reserve. A mineral reserve is a commercially viable mineral
      deposit.





**Results
      of Operations for the three months ended October 31, 2007 and period from
      inception to October 31, 2007**





We
      did
      not earn any revenues from our inception (December 15, 2006) through the period
      ending October 30, 2007. We do not anticipate earning revenues unless and until
      such time that we enter into commercial production of the Alps mineral claim,
      or
      other mineral claims we may acquire and develop. We are presently in the
      exploration stage of our business and we can provide no assurance that we will
      discover commercially exploitable levels of mineral resources on the Alps
      mineral claim, or if such resources are discovered, that we will enter into
      commercial production.





We
      incurred operating expenses in the amount of $240 for the three months ended
      October 31, 2007 and $53,025 from our inception on December 15, 2006 to October
      31, 2007. The operating expenses for the three months ended October 31, 2007
      included office and administration expenses in the amount of $240. The operating
      expenses for the period from our inception on December 15, 2006 to October
      31,
      2007 included professional fees in the amount of $37,990, exploration expenses
      in the amount of $12,258, and office and administration expenses in the amount
      of $2,777. The professional fees consist of legal fees and accounting fees.




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We
      anticipate our operating expenses will increase as we undertake our plan of
      operations. The increase will be attributable to undertaking the additional
      phases of our geological exploration program and the professional fees
      associated with our becoming a reporting company under the Securities Exchange
      Act of 1934.





We
      incurred a net loss in the amount of $240 for the three months ended October
      31,
      2007 and $53,025 from our inception on December 15, 2006 to October 31,
      2007.




**Liquidity
      and Capital Resources**





Our
      total
      expenditures over the next twelve months are anticipated to be approximately
      $160,360 as we undertake our exploration program. Our proposed budget below
      for
      the next twelve months is based on the dollar figures and time provided by
      our
      geologist in his report. Our ability to complete these steps in the next twelve
      months depends on our resources to complete the work required and our financial
      capability to do so. We could require additional time. We anticipate commencing
      Phase 1 of our exploration program in May of 2008.




*General
                and Administrative Expenses*
            *$*
            *15,000**Additional
                Staking*
            *$*
            *1,860**Phase
                1A of our planned exploration program*
            *$*
            *28,000**Phase
                1B of our planned exploration program*
            *$*
            *40,000**Phase
                1C of our planned exploration program*
            *$*
            *28,000**Phase
                1D of our planned exploration program*
            *$*
            *2,500**Legal*
            *$*
            *20,000**Accounting*
            *$*
            *25,000****Total***
            ***$***
            ***160,360***





As
      at
      October 31, 2007, we had $10,238 in current liabilities. Our financial
      statements report a net loss of $53,025for the period from December 15, 2006
      (date of inception) to October 31, 2007. Our net loss is due to professional
      fees, exploration expenses and general and administrative expenses. On October
      31, 2007, we had working capital of $15,968. Our plan is to raise equity
      financing in the next 12 months. There can be no assurance that we will be
      able
      to raise this money.


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**Off
      Balance Sheet Arrangements**





As
      of October
      31, 2007 ,
      there
      were no off balance sheet arrangements.





**Purchase
      of Significant Equipment**




We
      do not
      intend to purchase any significant equipment over the next twelve
      months.




**Employees**




Currently
      our only employee is our sole director and officer. We do not expect any
      material changes in the number of employees over the next 12 month period.
      We do
      and will continue to outsource and contract for employment as
      needed.




**Going
      Concern**




Due
      to
      the uncertainty of our ability to meet our current operating and capital
      expenses, in their report on the annual financial statements for the period
      from
      inception (December 15, 2006) through October 31, 2007, our independent
      registered public accounting firm included an explanatory paragraph regarding
      concerns about our ability to continue as a going concern in their audit
      report.




There
      is
      substantial doubt about our ability to continue as a going concern as the
      continuation of our business is dependent upon obtaining further financing,
      discovering gold placer resources on our properties and, finally, achieving
      a
      profitable level of operations either through exploiting deposits of gold placer
      resources that we find or by selling the rights to do so to others.




The
      issuance of additional equity securities by us could result in a significant
      dilution in the equity interests of our current shareholders. Obtaining
      commercial loans, assuming those loans would be available, will increase our
      liabilities and future cash commitments.




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





**New
      Accounting Pronouncements**




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, and expands disclosure about fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurement, the FASB having previously
      concluded in those accounting pronouncements that fair value is the relevant
      measurement attribute. This statement does not require any new fair value
      measurements.




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However,
      for some entities, the application of the 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. The Company is currently reviewing the effect, if any, that this new
      pronouncement will have on its financial statements.




There
      were various other accounting standards and interpretations issued during 2006
      or to March 31, 2007, none of which are expected to have a material impact
      on
      the Company's financial position, operations or cash flows.


**Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of October 31, 2007. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and our Chief Financial Officer, Mr. Llorn Kylo. Based upon that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of
      October 31, 2007, our disclosure controls and procedures are effective. There
      have been no changes in our internal controls over financial reporting during
      the quarter ended October 31, 2007.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.




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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





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





On
      October 12, 2007, the registration statement filed on Form SB-2 (Commission
      file
      number 333-146290) was declared effective by the SEC. This offering has
      commenced and is ongoing. This registration statement registered 1,356,500
      shares of Common Stock on behalf of certain selling shareholders of the company.
      We will not receive any proceeds from this offering and have not made any
      arrangements for the sale of these securities.





**Item
      3.     Defaults upon Senior
      Securities**





None





**Item
      4.     Submission of Matters to a Vote of
      Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended October
      31, 2007.





**Item
      5.     Other
      Information**





None





**Item
      6.      Exhibits**





**Exhibit****Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002




15
 Table
          of Contents





**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Flex
                Resources Co. Ltd.**Date:
            December
                12, 2007By:      /s/
                Llorn Kylo
              Llorn
                Kylo
              Title:**Chief
                Executive Officer and
                Director**