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

                                   FORM 10-Q/A
                                 Amendment No. 1

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

                  For the quarterly period ended June 30, 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 [ ] No [X]

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 June 30, 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 June 30,
2008, prepared by the company, immediately follow.



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

<TABLE>
<CAPTION>
                                                                            As of              As of
                                                                           June 30,         September 30,
                                                                             2008               2007
                                                                           --------           --------
<S>                                                                        <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                     $ 39,124           $  8,964
                                                                           --------           --------
TOTAL CURRENT ASSETS                                                         39,124              8,964
                                                                           --------           --------

                                                                           $ 39,124           $  8,964
                                                                           ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                         $     --           $    590
                                                                           --------           --------
TOTAL CURRENT LIABILITIES                                                        --                590

TOTAL LIABILITIES                                                                --                590

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 375,000,000 shares authorized;
   30,000,000 and 15,000,000 shares issued and outstanding
   as of June 30, 2008 and September 30, 2007 respectively                   30,000             15,000
  Additional paid-in capital                                                 24,000             (6,000)
  Subscription Receivable                                                        --                (36)
  Deficit accumulated during development stage                              (14,876)              (590)
                                                                           --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                   39,124              8,374
                                                                           --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $ 39,124           $  8,964
                                                                           ========           ========
</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           Nine Months          (inception)
                                               Ended                 Ended                through
                                              June 30,              June 30,              June 30,
                                                2008                  2008                  2008
                                             -----------           -----------           -----------
<S>                                          <C>                   <C>                   <C>
REVENUES
  Revenues                                   $        --           $        --           $        --
                                             -----------           -----------           -----------
TOTAL REVENUES                                        --                    --                    --

OPERATING COSTS
  General & Administrative Expenses                3,466                 7,686                 8,276
  Professional Fees                                1,200                 6,600                 6,600
                                             -----------           -----------           -----------

TOTAL OPERATING COSTS                              4,666                14,286                14,876
                                             -----------           -----------           -----------

NET INCOME (LOSS)                            $    (4,666)          $   (14,286)          $   (14,876)
                                             ===========           ===========           ===========

BASIC EARNINGS PER SHARE                     $      0.00           $      0.00
                                             ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                    30,000,000            22,153,025
                                             ===========           ===========
</TABLE>


                        See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                                                     September 24, 2007
                                                                      Nine Months       (inception)
                                                                        Ended             through
                                                                       June 30,           June 30,
                                                                         2008               2008
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $(14,286)          $(14,876)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
     Increase (Decrease) in Accounts Payable                               (590)                --
                                                                       --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (14,876)           (14,876)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                               45,000             54,000
  (Increase) Decrease in Subscription Receivable                             36                 --
                                                                       --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            45,036             54,000
                                                                       --------           --------

NET INCREASE (DECREASE) IN CASH                                          30,160             39,124

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

CASH AT END OF YEAR                                                    $ 39,124           $ 39,124
                                                                       ========           ========

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
                                  June 30, 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
                                  June 30, 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 June 30, 2008 and generated a net loss of $14,876.  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 $39,124
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
                                  June 30, 2008
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

                                                             As of June 30, 2008
                                                             -------------------
     Deferred tax assets:
     Net operating tax carryforwards                              $ 14,876
     Other                                                               0
                                                                  --------
     Gross deferred tax assets                                      14,876
     Valuation allowance                                           (14,876)
                                                                  --------

     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 June 30,  2008,  the Company has a net  operating  loss  carryforwards  of
approximately $10,210. 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 3,000,000  shares of common
stock to one  director for cash in the amount of $0.003 per share for a total of
$9,000.

On February 18, 2008 the Company  issued a total of  3,000,000  shares of common
stock to thirty investors for cash in the amount of $0.015 per share for a total
of $45,000.

                                       8
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
--------------------------------------------------------------------------------

NOTE 8. STOCK TRANSACTIONS (CONTINUED)

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
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 June 30, 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 June 30, 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 December 2004, the FASB issued Financial Accounting Standards No 123 (revised
2004) (SFAS  123R),  "SHARE-BASED  PAYMENT."  SFAS 123R  replaces  SFAS No. 123,
"ACCOUNTING  FOR STOCK-BASED  COMPENSATION,"  and supersedes APB Opinion No. 25,
"ACCOUNTING  FOR STOCK ISSUED TO  EMPLOYEES."  SFAS 123R  requires  compensation
expense,  measured as the fair value at the grant date,  related to  share-based
payment  transactions  to be  recognized in the  financial  statements  over the
period that an employee provides service in exchange for the award. SFAS 123R is
effective in fiscal periods that begin after December 15, 2005.

In December 2004, FASB issued Financial Accounting Standards No. 153, "EXCHANGES
OF  NON-MONETARY  ASSETS,  AN  AMENDMENT OF APB OPINION NO. 29,  ACCOUNTING  FOR
NON-MONETARY  TRANSACTIONS  (SFAS 153)." This statement amends APB Opinion 29 to
eliminate the exception for non-monetary  exchanges of similar productive assets
and replaces it with a general  exception for exchanges of  non-monetary  assets
that do not  have  commercial  substance.  Under  SFAS  153,  if a  non-monetary
exchange of similar productive assets meets a commercial-substance criterion and

                                       9
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
--------------------------------------------------------------------------------

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS (CONTINUED)

fair value is determinable,  the transaction must be accounted for at fair value
resulting in  recognition  of any gain or loss.  SFAS 153 is effective in fiscal
periods that begin after June 15, 2005.

In May  2005,  the FASB  issued  SFAS No.  154,  "ACCOUNTING  CHANGES  AND ERROR
CORRECTIONS, A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO. 3." This
statement  changes the  requirements  for the  accounting for and reporting of a
change in accounting principle. Previously,

Opinion 20 required  that most  voluntary  changes in  accounting  principle  be
recognized  by  including  in net income of the period of change the  cumulative
effect of changing to a new  principle.  This statement  requires  retrospective
application  to prior  periods'  financial  statements  of changes in accounting
principle, when practicable.

In  February  2006,  FASB  issued  Financial   Accounting   Standards  No.  155,
"Accounting  for Certain  Hybrid  Financial  Instruments  - an amendment of FASB
Statements  No. 133 and 140.  This  Statement  amends FASB  Statements  No. 133,
ACCOUNTING  FOR  DERIVATIVE  INSTRUMENTS  AND HEDGING  ACTIVITIES,  and No. 140,
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL  ASSETS AND  EXTINGUISHMENTS
OF  LIABILITIES.  This  Statement  resolves  issues  addressed in Statement  133
Implementation  Issue  No.  D1,  "APPLICATION  OF  STATEMENT  133 TO  BENEFICIAL
INTERESTS  IN  SECURITIZED  FINANCIAL  ASSETS."  SFAS 155 is  effective  for all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006.

In March 2006, FASB issued Financial  Accounting  Standards No. 156, "Accounting
for  Servicing of Financial  Assets - an amendment of FASB  Statement  No. 140."
This  Statement  amends FASB  Statement  No. 140,  Accounting  for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities,  with respect
to the  accounting  for  separately  recognized  servicing  assets and servicing
liabilities.  SFAS 156 is  effective  in the first fiscal year that begins after
September 15, 2006.

In September 2006,  FASB issued  Financial  Accounting  Standards 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.  SFAS 157 is
effective in the first fiscal year that begins after November 15, 2007.

                                       10
<PAGE>
                             BOREAL PRODUCTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
--------------------------------------------------------------------------------

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS (CONTINUED)

In  September  2006,  FASB  issued  Financial   Accounting  Standards  No.  158,
"EMPLOYERS'  ACCOUNTING  FOR DEFINED  BENEFIT  PENSION AND OTHER  POSTRETIREMENT
PLANS - AN AMENDMENT  OF FASB  STATEMENTS  NO. 87, 88, 106,  AND  132(R)."  This
Statement improves financial reporting by requiring an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a  multiemployer  plan)  as an  asset  or  liability  in its  statement  of
financial position and to recognize changes in that funded status in the year in
which the changes occur  through  comprehensive  income of a business  entity or
changes  in  unrestricted  net  assets of a  not-for-profit  organization.  This
Statement also improves financial  reporting by requiring an employer to measure
the  funded  status  of a plan  as of the  date  of its  year-end  statement  of
financial position, with limited exceptions.  SFAS 158 is effective. An employer
with publicly  traded equity  securities is required to initially  recognize the
funded  status of a  defined  benefit  postretirement  plan and to  provide  the
required  disclosures  as of the  end of the  first  fiscal  year  ending  after
December 15, 2006.

In February 2007, FASB issued Financial  Accounting Standards No. 159, "THE FAIR
VALUE  OPTION FOR  FINANCIAL  ASSETS  AND  FINANCIAL  LIABILITIES--INCLUDING  AN
AMENDMENT OF FASB STATEMENT NO. 115." This Statement  permits entities to choose
to measure many financial instruments and certain other items at fair value. The
objective  is to improve  financial  reporting by  providing  entities  with the
opportunity  to mitigate  volatility  in reported  earnings  caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting  provisions.  This  Statement  is  expected to expand the use of fair
value  measurement,  which is consistent with the Board's long-term  measurement
objectives for accounting for financial instruments. SFAS 159 is effective as of
the  beginning of an entity's  first fiscal year that begins after  November 15,
2007.

NOTE 11. RESTATEMENT OF FINANCIAL STATEMENTS

In connection with the preparation of our unaudited financial statements for the
quarter ended June 30, 2008, we determined that a forward split of the Company's
share capital had been omitted in our previously filed financial statements.  As
a result,  we  determined to restate our  financial  statements  for the quarter
ended June 30, 2008. The  restatements  are included in this Quartrly  Report on
Form 10-Q/A (Amendment No. 1).

                                       11
<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.

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 are in the process of sending them out for review from
actors and directors. We anticipate having the projects packaged by the fall.

JULY 2008 - DECEMBER 2008:

This is the best time for us to take stock and begin putting the final touches
of our optioned projects and start finalizing the packaging process, taking into
consideration current market conditions. We will begin talking to studios and
large production companies about our packaged projects and plan to sell at least
five of them with a standard mark up by the end of November. In September 2008
we also plan to attend the Toronto Film festival to source more projects.

                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2008 was $39,124. 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 $4,666 for the three months ended June 30,
2008. 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 June 30, 2008 was $14,876.

Cash provided by financing activities for the period from inception (September
24, 2007) through June 30, 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
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.

                                       13
<PAGE>
                           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.

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

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<PAGE>
                                   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.

October 27, 2008         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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