UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended April 30,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ to__________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)





206-339-2858(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 [X]
Yes    [ ] No





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





[ ]
      Large accelerated filer Accelerated filer
            [ ]
      Non-accelerated filer[X]
      Smaller reporting company





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 April
30, 2008




Table of Contents





TABLEOF CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem 1:
            Financial Statements
            3Item 2:
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item 3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            15Item 4T:
            Controls and Procedures
            15PART II – OTHER
      INFORMATIONItem 1:
            Legal Proceedings
            16Item 1A:
            Risk Factors
            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


2
 Table of Contents


PART
I - FINANCIAL INFORMATION





Item1.                           Financial
Statements





Our
      unaudited consolidated financial statements included in this Form 10-Q are
      as follows:F-1
            Consolidated Balance Sheet as of April 30, 2008 and July 31,
      2007;F-2
            Consolidated Statements of Operations for the three and nine
      months ended April 30, 2008 and period from inception (December 15, 2006)
      to April 30, 2008;F-3
            Consolidated Statements of Cash Flows for the three and nine
      months ended April 30, 2008 and period from inception (December 15, 2006)
      to April 30, 2008;F-4
            Consolidated Statement of Stockholder’s Equity for the period
      from inception (December 15, 2006) to April 30, 2008;
    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-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended April 30, 2008 are not necessarily indicative of the results that
can be expected for the full year.


3
 Table of Contents


FlexResources Co. Ltd.


and Consolidated
Subsidiary


(An Exploration
Stage Company)


CONSOLIDATED
BALANCE SHEET


(Expressed in US
Dollars)




Note
      2 - Basis of Presentation - Going ConcernApril
      30, 2008
              
              July
      31, 2007ASSETSCURRENT
      ASSETSCash
              $
              3,258
              
              $
              46,193Total
      Current Assets
              
              3,258
              
              
              46,193MINERAL
      PROPERTY
              
              6,748
              
              
              6,411TOTAL
      ASSETS
              $
              10,006
              
              $
              52,604LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccrued
      Liabilities
              $
              -
              
              $
              30,000Total
      Current Liabilities
              
              -
              
              
              30,000COMMITMENTS
      & CONTINGENCIES (Note 1, 2, 3, 4 and 5)STOCKHOLDERS'
      EQUITYCommon
      Stock (Note 3)

                  Authorized
      75,000,000 shares at par value of $0.001 eachIssued and
      Outstanding 4,256,500 shares
              
              4,257
              
              
              4,257Additional
      Paid-In Capital
              
              70,393
              
              
              70,393Accumulated
      Other Comprehensive Income
              
              1,721
              
              
              565Accumulated
      Deficit during Development Stage
              
              (66,365)
              
              
              (52,611)Total
      Stockholders' Equity
              
              10,006
              
              
              22,604TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              $
              10,006
              
              $
              52,604
   F-1
 Table of Contents
 FlexResources Co. Ltd.
 and Consolidated
Subsidiary
 (An Exploration
Stage Company)
 CONSOLIDATED
STATEMENT OF OPERATIONS
 (Expressed in US
Dollars)


Three
      Months Ended April 30, 2008
              
              Three
      Months Ended April 30, 2007
              
              Nine
      Months Ended April 30, 2008
              
              December
      15, 2006 (Date of Inception) to April 30, 2007
              
              Cumulative
      From December 15, 2006 (Date of Inception) to April 30,
    2008RevenueSales
      and Services
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Total
      Revenue
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Operating
      ExpensesGeneral
      and Administative
              
              1,476
              
              
              907
              
              
              1,890
              
              
              1,957
              
              
              4,450Exploration
      Expenses
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              12,885Professional
      Fees
              
              3,243
              
              
              -
              
              
              11,047
              
              
              -
              
              
              49,031Total
      Operating Expenses
              
              4,720
              
              
              907
              
              
              12,937
              
              
              1,957
              
              
              66,365Net
      (Loss) for Period
              
              (4,720)
              
              
              (907)
              
              
              (12,937)
              
              
              (1,957)
              
              
              (66,365)Other
      Comprehensive IncomeForeign
      Currency Translation
              
              (46)
              
              
              (18)
              
              
              520
              
              
              823
              
              
              1,721Comprehensive
      (Loss)
              $
              (4,766
              
              $
              (925)
              
              $
              (12,417)
              
              $
              (1,133)
              
              $
              (64,644)Net
      Loss Per Common Share - Basic and Fully Diluted:Net
      (Loss) for the Period
              $nil
              
              $nil
              
              $nil
              
              $nil
              
              $
              (0.02)Weighted
      Average Number of Common Stock Outstanding
              
              3,717,801
              
              
              3,073,251
              
              
              3,717,801
              
              
              3,073,251
              
              
              3,717,801




F-2
 Table of Contents
 FlexResources Co. Ltd.
 and Consolidated
Subsidiary
 (An Exploration
Stage Company)
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 (Expressed in US
Dollars)
 Three
      Months Ended
                            April 30,
2008
                          
                          Three
      Months Ended April 30, 2007
                          
                          Nine
      Months Ended
                            April 30, 2008
                          
                          December
      15, 2006 (Date of Inception) to April 30, 2007
                          
                          Cumulative
      From December 15, 2006 (Date of Inception) to April 30, 2008Cash
      flows from operating activities:Net
      (Loss)
                          $
                          (4,720)
                          
                          $
                          (907)
                          
                          $
                          (12,937)
                          
                          $
                          (1,957)
                          
                          $
                          (66,365)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Net
      change in operating assets and liabilities:
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Other
      current liabilities
                          
                          (3,517)
                          
                          
                          
                          
                          
                          (30,000)
                          
                          
                          
                          
                          
                          -Net
      cash flows provided by operating activities(8,237)
                          
                          
                          (907)
                          
                          
                          (42,937)
                          
                          
                          (1,957)
                          
                          
                          (66,365)Cash
      flows from investing activities:Purchase
      of mineral claim
                          
                          -
                          
                          
                          -
                          
                          
                          (518)
                          
                          
                          (5,372)
                          
                          
                          (6,748)Net
      cash flows used by investing activities-
                          
                          
                          -
                          
                          
                          (518)
                          
                          
                          (5,372)
                          
                          
                          (6,748)Cash
      flows from financing activities:Issues
      of shares
                          
                          -
                          
                          
                          16,000
                          
                          
                          -
                          
                          
                          45,000
                          
                          
                          74,650Net
      cash flows used by financing activities
                          
                          -
                          
                          
                          16,000
                          
                          
                          -
                          
                          
                          45,000
                          
                          
                          74,650Effect
      of exchange rate changes on cash
                          
                          (46)
                          
                          
                          (18)
                          
                          
                          520
                          
                          
                          823
                          
                          
                          1,721Increase
      (decrease) in cash
                          
                          (8,283)
                          
                          
                          15,075
                          
                          
                          (42,935)
                          
                          
                          38,495
                          
                          
                          3,258Cash,
      beginning of period
                          
                          11,541
                          
                          
                          23,419
                          
                          
                          46,193
                          
                          
                          -
                          
                          
                          -Cash,
      end of period
                          $
                          3,258
                          
                          $
                          38,494
                          
                          $
                          3,258
                          
                          $
                          38,495
                          
                          $
                          3,258
   F-3
 Table of
Contents


FlexResources Co. Ltd.
 and Consolidated
Subsidiary
 (An Exploration
Stage Company)
 CONSOLIDATED
STATEMENTS OF CHANGES SHAREHOLDER EQUITY
 (Expressed in US
Dollars)
 Common
      Stock
                      
                      Amount
                      
                      Additional
                        Paid-in
      Capital
                      
                      Accumulated
      Other Comprehensive Income (Loss)
                      
                      DeficitAccumulated
      DuringDevelopment
      Stage from
                        Inception
      to
                        April
      30, 2008
                      
                      Shareholders'
                        EquityBalance
      at Inception, December 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
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      565
                      
                      
                      (52,611)
                      
                      
                      (52,046)Balance
      July 31, 2007
                      
                      4,256,500
                      
                      $
                      4,257
                      
                      $
                      70,393
                      
                      $
                      565
                      
                      $
                      (52,611)
                      
                      $
                      22,604Accumulated
      deficit during development stage for nine months ended April 30,
      2008
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      1,156
                      
                      
                      (13,754)
                      
                      
                      (12,598)Balance
      April 30, 2008
                      
                      4,256,500
                      
                      $
                      4,257
                      
                      $
                      70,393
                      
                      $
                      1,721
                      
                      $
                      (66,365)
                      
                      $
                      10,006
  The accompanying notes to
the financial statements are an integral part of these statements.
 F-4
 Table of Contents
 FLEX
RESOURCESCO. LTD.
 AND
CONSOLIDATED SUBSIDIARY
 (A
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 April
30, 2008
 (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 April 30, 2008, 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 April 30, 2008, the Company did
not have proven or probable reserves.
 
 Fair
Value of Financial Instruments
 
 The
carrying value of cash and accrued liabilities at April 30, 2008 reflected in
these financial statements approximates their fair value due to the short-term
maturity of the instruments.
  F-5
 Table of Contents
 FLEX
RESOURCES CO. LTD.
 AND
CONSOLIDATED SUBSIDIARY
 (A
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 April
30, 2008
 (Expressed
in US Dollars)
 
 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 April 30, 2008.
 
 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 April 30, 2008 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
 FLEX
RESOURCESCO. LTD.
 AND
CONSOLIDATED SUBSIDIARY
 (A
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 April
30, 2008
 (Expressed
in US Dollars)
 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 April 30, 2008, 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
 FLEX
RESOURCESCO. LTD.
 AND
CONSOLIDATED SUBSIDIARY
 (A
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 April
30, 2008
 (Expressed
in US Dollars)
 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 April 30, 2008, 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 $64,644 as of April 30,
2008 and has no operating revenues.  As of April 30, 2008, the Company
had a total of $3,258 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
 FLEX
RESOURCESCO. LTD.
 AND
CONSOLIDATED SUBSIDIARY
 (A
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 April
30, 2008
 (Expressed
in US Dollars)
 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
              $6,748
 
 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
              $
              (64,644)Average statutory
      tax
      rate
              
              35%Expected income tax
      provision
              
              (22,625)Unrecognized tax
      losses
              
              22,625Income tax
      expense
              $
              0
    Net operating losses
      carried forward in United States
              $
              64,644Valuation
      allowance
              
              (64,644)Net deferred income
      tax assets
              $
              0
 The
Company has net operating losses carried forward of $64,644 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
April 30, 2008, 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-9
 Table of Contents
  Item2.     Management’s Discussion and
Analysis of Financial Condition and Results of Operations





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, 2009. Prior to the renewal
date, we plan to renew the claims. In order to renew, the British Columbia
government requires either (1)


4
 Table of Contents




completion
of exploration work on the mineral claims valued at an amount stipulated by the
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 Consultant, 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:


5
 Table of Contents


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 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.
  6
 Table of Contents


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.  We have not yet commenced
this phase of work as we are currently considering financing options in order to
finance exploration of the Alps project.





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.




7
 Table of Contents





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
      CostMTO
      Staking
            Consultant
            1
      day
            $650/day
            $
      650Staking
            Consultant
            121
      Cells
            $10/cell
            $
      1,210Total
            
            
            
            $
      1,860





PHASE I




Property
Exploration - Phase 1A





Work
            Notes
            Number
            Cost
            Work
      CostBase
      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
            $
      1,300Total
      with Contingency
            
            
            
            $
      28,000




8
 Table of Contents




Alps Grid
Geochemistry - Phase 1B





Work
            Notes
            Number
            Cost
            Work
      CostProspecting
            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
            $
      1,300Total
      with Contingency
            
            
            
            $
      40,000




Alps Grid
Geophysics - Phase 1C





Work
            Notes
            Number
            Cost
            Work
      CostNotice
      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
            $
      3,000Total
      with Contingency
            
            
            
            $
      38,000





9
 Table of Contents




Technical
Report - Phase 1D





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




PHASE II




Trenching
and Diamond Drilling - Phase 2





Work
            Notes
            Number
            Cost
            Work
      CostNotice
      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
            $
      4,200Total
      with Contingency
            
            
            
            $250,000




Technical
Report - Phase 2





Work
            Notes
            Number
            Cost
            Work
      CostTechnical
      Report
            Geologist
            20
      days
            $700/day
            $
      14,000Totals
            
            
            
            $
      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 will
be unable to complete the Additional Staking and Phase 1 of our exploration
program without additional financing.  We hope to raise additional
capital during the next several months by seeking additional funds from existing
investors or by offering equity securities to new investors.  The
current environment in North America for raising capital for mineral exploration
is very difficult and it is unclear whether we will be able to raise additional
capital.


10
 Table of Contents


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
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 and nine months ended April 30, 2008 and period from
inception to April 30, 2008
 
 We did
not earn any revenues from our inception (December 15, 2006) through the period
ending April 30, 2008. 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 $4,720 for the three months ended
April 30, 2008, $12,937 for the nine months ended April 30, 2008, and $66,365
from our inception on December 15, 2006 to April 30, 2008. The operating
expenses for the three months ended April 30, 2008 included professional fees in
the amount of $3,243 and office and administration expenses in the amount of
$1,476. The operating expenses for the nine months ended April 30, 2008 included
professional fees in the amount of $11,047 and office and administration
expenses in the amount of $1,890. The operating expenses for the period from our
inception on December 15, 2006 to April 30, 2008 included professional fees in
the amount of $49,031, exploration expenses in the amount


11
 Table of Contents





of
$12,885, and office and administration expenses in the amount of $4,450. The
professional fees consist of legal fees and accounting fees.
 
 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 $4,766 for the three months ended April 30,
2008, $12,417 for the nine months ended April 30, 2008 and $64,644 from our
inception on December 15, 2006 to April 30, 2008.
 
 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.  Further, we
will be unable to complete Phase I unless we raise additional
capital.  The current environment in North America for raising capital
is very difficult and it is unclear whether we will be able to raise additional
capital.




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





As of
April 30, 2008, we had $3,258 in current assets consisting solely of
cash.  As of April 30, 2008, we had $0 in current liabilities. Our
financial statements report a net loss of $64,644 for the period from December
15, 2006 (date of inception) to April 30, 2008. Our net loss is due
to


12
 Table of Contents


professional
fees, exploration expenses and general and administrative expenses. On April 30,
2008, we had working capital of $3,258. 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.
 
 Off
Balance Sheet Arrangements
 
 As of
April 30, 2008, 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 April 30, 2008, 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
  13
 Table of Contents
  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 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
  14
 Table of Contents
  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 2007
or to April 30, 2008, none of which are expected to have a material impact on
the Company’s financial position, operations or cash flows.
 
 Item3.     Quantitative and Qualitative
Disclosures About Market Risk
 
 A smaller
reporting company is not required to provide the information required by this
Item.
 
 Item4T.     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 April 30, 2008.  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 April 30, 2008, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended April
30, 2008.
 
 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.
  15
 Table of Contents


PART
II – OTHER INFORMATION





Item1.     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.





Item1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     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 April
30, 2008.





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
            Description
      of Exhibit31.1
            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


16
 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:
            June
      13, 2008By:       /s/
      Llorn Kylo
              Llorn
      Kylo
              Title:Chief
      Executive Officer and
Director