UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-QSB/A





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended January 31,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period  to__________Commission
      File Number:  333-146139





Rolling Technologies,
Inc.


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






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














Penthouse, Menara
      Antara No. 11, Jalan Bukit Ceylong, Kuala Lumpur
    50200(Address
      of principal executive offices)





012-377-0130(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 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:  2,150,000 common shares as of Januar
31, 2008.





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




Explanatory
Note
 
 
 This
amended Form 10-QSB for the period ended January 31, 2008 is being amended to
check “Yes” as to whether we are a shell company (as defined in Rule 12b-12 of
the Exchange Act).  This disclosure was inadvertently left out in the
prior Form 10-QSB that we filed on March 3, 2008.


Table of Contents




TABLE OF
      CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem 1.
            Financial Statements
            3Item 2.
            Management’s Discussion and Analysis or Plan of
      Operation
            4Item 3.
            Controls and Procedures
            10PART II – OTHER
      INFORMATIONItem 1.
            Legal Proceedings
            11Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            11Item 3.
            Defaults Upon Senior Securities
            11Item 4.
            Submission of Matters to a Vote of Security
      Holders
            11Item 5.
            Other Information
            11Item 6.
            Exhibits
            11




Table of Contents




PART
I - FINANCIAL INFORMATION





Item
1.                           Financial
Statements





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:F-1
            Balance Sheet as of January 31, 2008;F-2
            Statements of Operations for the three and six months ended
      January 31, 2008 and period from July 27, 2007 (Inception) to January 31,
      2008;F-3
            Statements of Stockholders’ Equity for period from July 27,
      2007 (Inception) to January 31, 2008;F-4
            Statements of Cash Flows for the three and six months ended
      January 31, 2008 and period from July 27, 2007 (Inception) to January 31,
      2008;F-5
            Notes to Financial
Statements;




These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-QSB.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended January 31, 2008 are not necessarily indicative of the results that
can be expected for the full year.




3
 Table of Contents


ROLLING
TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET
 As
of January 31, 2008
  ASSETSCurrent
      AssetsCash
      and equivalents
                $
                -0-Prepaid
      expenses
                
                -0-TOTAL
      ASSETS
                $
                -0-LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities
                $
                -0-Stockholders’
      EquityCommon
      Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
      shares issued and outstanding
                
                2,150Additional
      paid-in capital
                
                40,850Deficit
      accumulated during the development stage
                
                (43,000)Total
      stockholders’ equity
                
                -0-TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                $
                -0-
  See
accompanying notes to financial statements.
  F-1
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS
 Six
and Three Months Ended January 31, 2008
 Period
from July 27, 2007(Inception) to January 31, 2008
 
 Six
      MonthsEndedJanuary
      31,2008
              
              Three
      MonthsEnded
                  January
      31,2008
              
              Period
      fromJuly
      27, 2007(Inception)
      toJanuary
      31,2008Revenues
              $
              -0-
              
              $
              -0-
              
              $
              -0-Expenses
      :Professional
      fees
              
              39,000
              
              
              2,000
              
              
              43,000Net
      Loss
              $
              (39,000)
              
              $
              (2,000)
              
              $
              (43,000)Net
      loss per share:Basic
      and diluted
              $
              (0.02)
              
              $
              (0.00)
              
              $
              (0.02)Weighted
      average shares outstanding:Basic
      and diluted
              
              2,150,000
              
              
              2,150,000
              
              
              2,150,000
  See
accompanying notes to financial statements.
  F-2
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ EQUITY
 Period
from July 27, 2007(Inception) to January 31, 2008
 
 Common
      Stock
                Shares           Amount
              
              Additional
      paid-in
                capital
              
              Deficit
      accumulated
                during
      the
                development
                stage
              
              TotalIssuance
      of common stockfor
      cash @$.001
              
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              -
              
              $
              43,000Net
      loss for the period ended July 31, 2007
              
              -
              
              
              -
              
              
              -
              
              
              (4,000)
              
              
              (4,000)Balance,
      July 31, 2007
              
              2,150,000
              
              
              2,150
              
              
              40,850
              
              
              (4,000)
              
              
              39,000Net
      loss for the period ended January 31, 2008
              
              -
              
              
              -
              
              
              -
              
              
              (39,000)
              
              
              (39,000)Balance,
      January 31, 2008
              
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              (43,000)
              
              $
              -
 
 See
accompanying notes to financial statements.
  F-3
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF CASH FLOWS
 Six
and Three Months Ended January 31, 2008
 Period
from July 27, 2007(Inception) to January 31, 2008
 
 Six
      MonthsEndedJanuary
      31,2008
              
              Three
      MonthsEndedJanuary
      31,2008
              
              Period
      FromJuly
      27, 2007(Inception)
      toJanuary
      31,2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              $
              (39,000)
              
              $
              (2,000)
              
              $
              (43,000)Change
      in non-cash working capital itemsPrepaid
      expenses
              
              4,000
              
              
              2,000
              
              
              0CASH
      FLOWS USED BY OPERATING ACTIVITIES
              
              (35,000)
              
              
              0
              
              
              (43,000)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
              
              0
              
              
              0
              
              
              43,000NET
      DECREASE IN CASH
              
              (35,000)
              
              
              0
              
              
              0Cash,
      beginning of period
              
              35,000
              
              
              0
              
              
              0Cash,
      end of period
              $
              0
              
              $
              0
              
              $
              0SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
              $
              0
              
              $
              0
              
              $
              0Income
      taxes paid
              $
              -0
              
              $
              0
              
              $
              0
 
 See
accompanying notes to financial statements.
  F-4
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 January
31, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Rolling
Technologies, Inc. (“Rolling”) is a development stage company and was
incorporated in Nevada on July 27, 2007.  The Company is developing a
kind of car top carriers.  Rolling operates out of office space owned
by a director and stockholder of the Company.  The facilities are
provided at no charge.  There can be no assurances that the facilities
will continue to be provided at no charge in the future.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Cash and
Cash Equivalents
 
 Rolling
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At January 31, 2008 the Company had $-0- of
cash.
 
 Fair
Value of Financial Instruments
 
 Rollings’s
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 F-5
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 January
31, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Use of
Estimates
 
 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 the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Rolling
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
INCOME TAXES
 
 For the
period ended January 31, 2008, Rolling has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $43,000 at January 31, 2008, and
will expire beginning in the year 2027.
 
 F-6
 Table of Contents
 ROLLING
TECHNOLOGIES, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 January
31, 2008
 
 NOTE 3 –
INCOME TAXES (continued)
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2007Deferred
      tax asset attributable to:Net
      operating loss carryover
              $
              14,620Valuation
      allowance
              
              (14,620)Net
      deferred tax asset
              $
              -
  NOTE 4 –
LIQUIDITY AND GOING CONCERN
  Rolling
has limited working capital and has not yet received revenues from sales of
products or services.  These factors create substantial doubt about
the Company’s ability to continue as a going concern.  The financial
statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern.
  The
ability of Rolling to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.




F-7
 Table of Contents




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





Forward-Looking
Statements





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





Overview




We were
formed as a Nevada corporation, “Rolling Technologies Inc.,” on July 27, 2007.
Our principal executive offices are located at 50 West Liberty Street, Suite
880, Reno, NV 89501. Our phone number is (012) 377-0130. Our operations office
in Malaysia is located at Penthouse, Menara Antara, No. 11, Jalan Bukit Ceylong,
Kuala Lumpur 50200, Kuala Lumpur Malaysia.





We are a
development stage company and have not generated any sales to date. We are in
the process of developing a portable, light-weight car-top carrier (our
“Product”) that combines the strength of a box carrier with the convenience of a
bag carrier (See Figure 1) for a retail price of under $50. Our current Product
has two support frames (See Figure 2), an outer (1) and an inner frame (2), to
provide the structure and strength of a traditional box carrier. The outer frame
has several cross-bars (3) and the inner frame has several bushings (4), which
fit together upon assembly and installation. This combines the structural
support of the inner and outer frames to provide for maximum strength and
weight-bearing ability. The entire unit is attached to the car top by strong
magnets (6), which are connected to the outer frame. Ease of storage is enhanced
by hinges in the middle of the frame (5), allowing users to fold the entire unit
in half lengthwise




4
 Table of Contents




in lieu
of, or in addition to, removing the outer frame cross-bars from the inner frame
bushings. Upon disassembly, which we anticipate will be quick, easy, and require
no technical or mechanical sophistication, the Product can then be transported
or stored in the accompanying luggage bag, requiring very little
space.




Our
Product is being designed specifically for the Asian market. One of the
variables influential in the development of our Product is the fact that very
few cars in Asia are equipped with roof racks by the manufacturer, so we needed
to design our Product for easily installation in the absence of a roof rack.
Thus, our Product can be attached to a vehicle using strong magnets, so no roof
rack is necessary. We have not yet determined whether we will use permanent
magnets or electromagnets for this purpose, nor have we determined the magnetic
field strength required to safely and securely keep our Product attached to a
car top while experiencing the drag associated with speeds up to 200 kph. These
variables are being addressed as we continue to develop the final model of our
Product.




Also,
because our Product doesn’t rest directly on the roof of the vehicle and the
weight is distributed across several contact points, it can withstand a greater
amount of weight than traditional carriers that apply the force of their weight
to the luggage rack, which determines the maximum load. Our current research and
development efforts include maximizing the carrying load of our Product. Another
factor in the weight load is the material used for the inner and outer frames.
We are experimenting with different alloys and plastics to find the best
combination of strength and cost-effectiveness for our Product. Final Product
weight will also be a factor in determining the material we use for the Product
frame.













Figure
1





5
 Table of Contents




graphic2


Figure
2




6
 Table of Contents




Plan
of Operation in the Next Twelve Months




Product
Development




We intend
to continue to develop and refine the prototype of our Product over the coming
months. We plan to conduct research and make decisions regarding the best
material to use for the inner and outer frames, determine the amount of magnetic
force required to keep our Product safely attached to a customer’s vehicle, and
decide on what type of magnet to use to attach our Product to our customers’
vehicles. Our goal is to achieve the highest quality product at the lowest
possible production cost. We expect to incur roughly $10,000 on Product Research
and Development over the next twelve months.




Production




We
currently do not have any manufacturing facilities. We intend to negotiate with
industrial plastics or aluminum shops or manufacturers to product the pieces of
our frame in bulk quantities. When we receive a large order, we will have the
manufacturer with whom we have negotiated a contract to deliver the pieces of
frame to our order fulfillment facility in Malaysia. The pieces of the frame
will be designed to fit together easily, as well as fit the magnets. By packing
the pieces of the frame with the magnets that we plan to order from a separate
supplier into our proprietary packaging, we will provide each customer with our
easy-to-assemble Product in a reasonably small package and with a minimum
requirement of manpower at our shipping facility. We may determine to contract
with an order fulfillment company to provide this final order fulfillment and
shipping service in order to minimize our required investment in facilities and
employees. We have already contacted several material suppliers in Malaysia, and
we have begun negotiations with two of them.





Marketing
and Sales





The goal
of our company is for our car-top carrier to become the leading roof-top luggage
carrier product in Asia. In order to achieve our goal, we intend to complete the
development of our initial product and introduce our product to the automobile
industry within the next twelve months.




We intend
to sell our product in wholesale orders to large automobile companies,
automobile retailers, automobile accessory retailers, and general retailers.
Upon receiving a wholesale order, we will arrange for shipment of the product
materials to our order fulfillment facility for packaging and shipping. We
anticipate that wholesale orders will be fulfilled within five business days of
placing the order to the material supplier. Our product will arrive at the
customer in disassembled kits, with easy-to-follow instructions for production
and assembly. As a result, production of our car-top carriers will not require
any special assembly facility or equipment.





To
increase consumer awareness of our product among our potential customers,
specifically the automobile and automobile accessories industries, we intend to
specifically engage in the following:




7
 Table of Contents




·
            Attending National and Regional Automobile
      Promotions, Events and Conferences: These are events and
      conferences managed by regional and national automobile organizations to
      promote new automobile products and technology. We plan to introduce our
      products to the automobile merchants, retailers and wholesalers in
      attendance at these events. These events will also include trade meetings
      and promotional events and related seminars and
    conferences.




·
            Developing Direct Marketing Programs to Attract
      Retailers: We intend to market directly to retailers by hosting and
      conducting seminars, by purchasing online advertisements, and through
      traditional media outlets such as newspapers and trade
      publications.




·
            Offering Special Promotions: Initially, we
      intend to offer special promotions to a few major automobile retailers by
      supplying them with a limited amount of our Product for sale or
      distribution to their general customers. Based on customer feedback, we
      anticipate these retailers will begin placing regular, wholesale orders
      with our company.




·
            Engaging in Product Demonstrations: We
      intend to send members of our sales team to various automobile supply
      stores and dealerships to conduct live demonstrations of our product,
      including assembly, installation, and
  disassembly.





Sales
Personnel





In the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan to
employ a staff of salesmen in Malaysia, China, and other Asian countries to
promote and sell our Product. These sales representatives will be responsible
for soliciting, selecting and securing accounts within a particular regional
territory.




Expenses




We
estimate the costs to implement our business strategy over the following twelve
months to be:




·
            Travel
      and Related expenses, which will consist primarily of our executive
      officers and directors visiting automobile manufacturers, automobile
      retailers, and automobile accessory retailers in their sales efforts. We
      estimate travel and related expenses for the next twelve months will be
      approximately $4,000;




·
            Initial
      Marketing, which will consist of the marketing efforts discussed above,
      including direct marketing and attendance at trade shows. We estimate
      initial marketing expenses for the next twelve months will be
      approximately $6,000;




·
            Research
      and Development costs consist of developing and testing our Product and
      determining the best combination of materials and suppliers for
      production. We estimate that research and development costs for the next
      twelve months will be approximately
$10,000.




8
 Table of Contents




We intend
to obtain business capital through the use of private equity fundraising or
shareholders loans. We anticipate that, in time, the primary source of revenues
for our business model will be the sale of our Product.





Significant
Equipment




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





Results
of Operations for the three and six months ended January 31, 2008 and Period
from February 22, 2007 (Date of Inception) until January 31, 2008





We
generated no revenue for the period from July 27, 2007 (Date of Inception) until
January 31, 2008. Our Operating Expenses during this period equaled $43,000,
consisting entirely of Professional Fees. We recorded Operating Expenses of
$2,000 for the three months ended January 31, 2008 and Operating Expenses of
$39,000 for the six months ended January 31, 2008.


Our
operating expenses are wholly attributable to professional fees associated with
the initial development of our business, legal expenses, and consulting
fees.





We
recorded a net loss of $2,000 for the three months ended January 31, 2008, a net
loss of $39,000 for the six months ended January 31, 2008, and a net loss of
$43,000 for the period from July 27, 2007 (Date of Inception) until January 31,
2008.





We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan, and the professional fees to be incurred in connection with our reporting
obligations as a public company.





Liquidity
and Capital Resources





As of
January 31, 2008, we had total current assets of $0. We had no current
liabilities as of January 31, 2008. Thus, we had no working capital as of
January 31, 2008.





As
demonstrated above, we expect to spend approximately $20,000 to implement our
business plan over the coming year. Our accounting, legal and administrative
expenses for the next twelve months are anticipated to be $30,000. As of January
31, 2008, we have insufficient cash to operate our business at the current level
for the next twelve months and insufficient cash to achieve our business goals.
The success of our business plan beyond the next 12 months is contingent upon us
obtaining additional financing. We intend to fund operations through debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sales of stock or the advancement or
loan of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at all.





Off
Balance Sheet Arrangements





As of
January 31, 2008, there were no off balance sheet arrangements.


Going
Concern
  We have
limited working capital and have not yet received revenues from sales of
products or services. These factors have caused our accountants to express
substantial doubt about our ability to continue as a going concern.  The
accompanying financial statements do not include any adjustment that might be
necessary if we are unable to continue as a going concern.
 
 Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.





9
 Table of Contents




Item 3.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of January 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. Tee Kai Shen. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of January 31, 2008, our disclosure controls and procedures
are effective.  There have been no changes in our internal controls
over financial reporting during the quarter ended January 31, 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.





10
 Table of Contents




PART
II – OTHER INFORMATION





Item 1.     Legal Proceedings





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





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





None





Item 3.     Defaults upon Senior
Securities





None





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





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended January
31, 2008.





Item 5.     Other Information





None





Item 6.      Exhibits





Exhibit
              Number
            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




11
 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.





Rolling
      Technologies, Inc.Date:
            April
      9, 2008By:       /s/Tee
      Kai Shen
              Tee
      Kai Shen
              Title:Chief
      Executive Officer and
Director