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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

**FORM 10-Q**

[ X ]QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  For the quarterly period ended April 30, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE EXCHANGE ACT
For the transition period from _________to
________

Commission File No. 333-132584

DENIA ENTERPRISES
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 41-21333756                         
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

41 Beauford Lane, Palm Coast, Florida 32137(Address of principal executive offices) (zip code)

386-864-8831(Registrants telephone number,
including area code)

1802 N. Carson Street Carson City, Nevada  89701(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):

|Large accelerated filer                       | [   ] | Accelerated filer         | [   ]
|--------------------------------------------- | ----- | ------------------------- | -----
|Non-accelerated filer                         | [   ] | Smaller reporting company | [ X ]
|(Do not check if a smaller reporting company) |       |                           |      

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes ̈ No ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of June 18,
2008, there were 8,540,000 shares of common stock, par value $0.001,
outstanding.

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2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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F-1

DENIA ENTERPRISES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

April 30, 2008

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTE TO THE FINANCIAL STATEMENTS

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|F-2                           
|------------------------------
|                              
|DENIA ENTERPRISES INC.        
|(An Exploration Stage Company)
|BALANCE SHEETS                
|(Unaudited)                   

|                                                                |   | April 30, |   |   | January 31, |  
|--------------------------------------------------------------- | - | --------- | - | - | ----------- | -
|                                                                |   | 2008      |   |   | 2008        |  
|                                                                |   |           |   |   |             |  
|ASSETS                                                          |  
|                                                                |   |           |   |   |             |  
|CURRENT                                                         |   |           |   |   |             |  
|Prepaid expenses                                                | $ | -         |   | $ | 500         |  
|                                                                |   |           |   |   |             |  
|                                                                |   |           |   |   |             |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIT                     |  
|                                                                |   |           |   |   |             |  
|CURRENT                                                         |   |           |   |   |             |  
|Accounts payable and accrued
      liabilities                  | $ | 23,224    |   | $ | 16,983      |  
|Due to related party                                            |   | 15,256    |   |   | 9,643       |  
|                                                                |   |           |   |   |             |  
|                                                                |   | 38,480    |   |   | 26,626      |  
|                                                                |   |           |   |   |             |  
|                                                                |   |           |   |   |             |  
|STOCKHOLDERS DEFICIT                                           |   |           |   |   |             |  
|Capital stock                                                   |   |           |   |   |             |  
|Authorized                                                      |   |           |   |   |             |  
|75,000,000 common
      shares, $0.001 par value,               |   |           |   |   |             |  
|Issued and outstanding                                          |   |           |   |   |             |  
|8,540,000 common
      shares (Jan 31, 2008  8,540,000 shares) |   | 8,540     |   |   | 8,540       |  
|Additional paid in capital                                      |   | 25,260    |   |   | 25,260      |  
|Deficit accumulated during the exploration stage                |   | (72,280   | ) |   | (59,926     | )
|                                                                |   |           |   |   |             |  
|                                                                |   | (38,480   | ) |   | (26,126     | )
|                                                                |   |           |   |   |             |  
|                                                                | $ | -         |   | $ | 500         |  

The accompanying note is an integral part of these financial
statements

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|F-3                           
|------------------------------
|                              
|                              
|DENIA ENTERPRISES INC.        
|(An Exploration Stage Company)
|STATEMENTS OF OPERATIONS      
|(Unaudited)                   

|                                   |   |              |   |   |              |  |   | Cumulative       |  
|---------------------------------- | - | ------------ | - | - | ------------ |  | - | ---------------- | -
|                                   |   | Three months |   |   | Three months |  |   | From March 10,   |  
|                                   |   | ended        |   |   | ended        |  |   | 2004 (Inception) |  
|                                   |   | April 30,    |   |   | April 30,    |  |   | to April 30,     |  
|                                   |   | 2008         |   |   | 2007         |  |   | 2008             |  
|                                   |   |              |   |   |              |  |   |                  |  
|EXPENSES                           |   |              |   |   |              |  |   |                  |  
|Accounting and audit fees          | $ | 6,338        |   | $ | -            |  | $ | 31,346           |  
|Consulting                         |   | -            |   |   | -            |  |   | 5,000            |  
|Legal fees                         |   | -            |   |   | -            |  |   | 6,000            |  
|Management fees                    |   | -            |   |   | -            |  |   | 7,000            |  
|Mineral property costs             |   | -            |   |   | -            |  |   | 1,300            |  
|Office and administration expenses |   | 6,016        |   |   | -            |  |   | 11,137           |  
|Transfer agent                     |   | -            |   |   | -            |  |   | 10,497           |  
|                                   |   |              |   |   |              |  |   |                  |  
|NET LOSS                           | $ | (12,354      | ) | $ | -            |  | $ | (72,280          | )
|                                   |   |              |   |   |              |  |   |                  |  
|LOSS PER SHARE  BASIC AND DILUTED | $ | (0.00        | ) | $ | 0.00         |  |   |                  |  
|                                   |   |              |   |   |              |  |   |                  |  
|WEIGHTED AVERAGE NUMBER OF SHARES  |   |              |   |   |              |  |   |                  |  
|OUTSTANDING  BASIC AND DILUTED    |   | 8,540,000    |   |   | 8,540,000    |  |   |                  |  

The accompanying note is an integral part of these financial
statements

---

|F-4                           
|------------------------------
|                              
|                              
|DENIA ENTERPRISES INC.        
|(An Exploration Stage Company)
|STATEMENTS OF CASH FLOWS      
|(Unaudited)                   

|                                               |   |              |   |   |              |  |   | Cumulative       |  
|---------------------------------------------- | - | ------------ | - | - | ------------ |  | - | ---------------- | -
|                                               |   | Three months |   |   | Three months |  |   | From March 10,   |  
|                                               |   | ended        |   |   | ended        |  |   | 2004 (Inception) |  
|                                               |   | April 30,    |   |   | April 30,    |  |   | to April 30,     |  
|                                               |   | 2008         |   |   | 2007         |  |   | 2008             |  
|                                               |   |              |   |   |              |  |   |                  |  
|CASH FLOWS FROM OPERATING                      |   |              |   |   |              |  |   |                  |  
|ACTIVITIES                                     |   |              |   |   |              |  |   |                  |  
|Net loss                                       | $ | (12,354      | ) | $ | -            |  | $ | (72,280          | )
|Item not requiring use of cash                 |   |              |   |   |              |  |   |                  |  
|Mineral
      property costs                   |   | -            |   |   | -            |  |   | 300              |  
|Change in non-cash working capital balance     |   |              |   |   |              |  |   |                  |  
|related to operations                          |   |              |   |   |              |  |   |                  |  
|Prepaid expenses                               |   | 500          |   |   | -            |  |   | -                |  
|Accounts
      payable and accrued             |   |              |   |   |              |  |   |                  |  
|liabilities                                    |   | 6,241        |   |   | -            |  |   | 23,224           |  
|                                               |   |              |   |   |              |  |   |                  |  
|Net cash used in operations                    |   | (5,613       | ) |   | -            |  |   | (48,756          | )
|                                               |   |              |   |   |              |  |   |                  |  
|CASH FLOWS FROM FINANCING                      |   |              |   |   |              |  |   |                  |  
|ACTIVITIES                                     |   |              |   |   |              |  |   |                  |  
|Proceeds on sale of common stock               |   | -            |   |   | -            |  |   | 33,500           |  
|Due to related party                           |   | 5,613        |   |   | -            |  |   | 15,256           |  
|                                               |   |              |   |   |              |  |   |                  |  
|Net cash flows from financing
      activities |   | -            |   |   | -            |  |   | 48,756           |  
|                                               |   |              |   |   |              |  |   |                  |  
|INCREASE IN CASH                               |   | -            |   |   | -            |  |   | -                |  
|                                               |   |              |   |   |              |  |   |                  |  
|CASH, BEGINNING                                |   | -            |   |   | -            |  |   | -                |  
|                                               |   |              |   |   |              |  |   |                  |  
|CASH , ENDING                                  | $ | -            |   | $ | -            |  | $ | -                |  
|                                               |   |              |   |   |              |  |   |                  |  
|                                               |   |              |   |   |              |  |   |                  |  
|SUPPLEMENTAL CASH FLOW                         |   |              |   |   |              |  |   |                  |  
|INFORMATION:                                   |   |              |   |   |              |  |   |                  |  
|Cash paid for interest                         | $ | -            |   | $ | -            |  | $ | -                |  
|                                               |   |              |   |   |              |  |   |                  |  
|Cash paid for income taxes                     | $ | -            |   | $ | -            |  | $ | -                |  

The accompanying note is an integral part of these financial
statements

---

F-5

|Note 1 | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Unaudited Interim Financial
      Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The accompanying unaudited
      interim financial statements have been prepared in accordance with United
      States generally accepted accounting principles ("US GAAP") for interim
      financial information and with the rules and regulations of the Securities
      and Exchange Commission. Certain information and footnote disclosures
      normally included in financial statements prepared in accordance with US
      GAAP have been condensed or omitted pursuant to such rules and
      regulations. However, except as disclosed herein, there has been no
      material change in the information disclosed in the notes to the financial
      statements for the year ended January 31, 2008 included in the Company's
      annual report filed with the Securities and Exchange Commission. The
      interim unaudited financial statements should be read in conjunction with
      those financial statements included in the Form 10-KSB. In the opinion of
      Management, all adjustments considered necessary for a fair presentation,
      consisting solely of normal recurring adjustments, have been made.
      Operating results for the three months ended April 30, 2008 are not
      necessarily indicative of the results that may be expected for the year
      ending January 31, 2009.

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3

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for our future
operations. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors and the
risks set out below, any of which may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common stock refer to the common shares in our capital stock.

---

4

As used in this quarterly report, the terms we, us, our,
the Company and Denia mean Denia Enterprises Inc., unless otherwise
indicated.

Our Current Business

We were incorporated as Denia Enterprises Inc. under the laws
of Nevada on March 10, 2004. We are an exploration stage company engaged in the
acquisition and exploration of mineral properties. We previously held a 100%
undivided right, title and interest in and to three mineral claims, known as the
Julie Group mineral claims which are located in the Nicola Mining Division of
the Province of British Columbia, Canada. During the fiscal year ended January
31, 2008 we were unsuccessful in finding any commercially exploitable mineral
deposits on our mineral claims and all of our mineral claims were permitted to
lapse. We are presently an exploration stage company that has not yet generated
or realized any revenues from our business operations. Our company does not
currently own any property interests. We intend to continue to seek mineral
properties for exploration. We have no history of revenues from operations and
have no significant tangible assets. We have yet to generate positive earnings
and there can be no assurance that we will ever operate profitably. Our company
has a limited operating history and must be considered in the development stage.
The success of our company is significantly dependent on a successful
acquisition, drilling, completion and production program or the purchase of an
existing producing asset.

Recent Corporate Developments

Since the commencement of our fiscal quarter ended April 30,
2008, we experienced the following significant corporate developments:

| | 1. | On June 16, 2008 our sole executive officer and director
      Norm Dority resigned as Chief Executive Officer, Chief Financial Officer,
      President, Secretary and Treasurer, and director. Mr. Doritys resignation
      was not as a result of any disagreements with the Companys operations,
      policies or practices. Also on June 16, 2008, J. Michael Ator was appointed
      as the Companys Chief Executive Officer, Chief Financial Officer,
      President, Secretary and Treasurer and sole member of the board of
      directors, to fill the vacancy created by Mr. Doritys departure. Mr. Ator
      is self-employed as the principal of Ators Consulting. Ators Consulting
      is a private company that provides financial consulting services for small
      companies. Mr. Ator has also served as Chief Financial Officer of AVT,
      Inc., a private company based in Corona, California from December 2006 to
      May 30, 2008. Mr. Ator has received an MBA from the University of Phoenix
      in 2007.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

The following is a discussion and analysis of our results of
operation for the three month period ended April 30, 2008, and the factors that
could affect our future financial condition. This discussion and analysis should
be read in conjunction with our unaudited financial statements and the notes
thereto included elsewhere in this quarterly report. Our financial statements
are prepared in accordance with United States generally accepted accounting
principles. All references to dollar amounts in this section are in United
States dollars unless expressly stated otherwise.

Three Month Summary

|                                    |   | Three Months Ended | 
|----------------------------------- | - | ------------------ | 
|                                    |   | April,             | 
|                                    |   | 2008               | 
|Revenue                             | $ | -                  | 
|General and Administrative Expenses | $ | 12,354             | 
|Net Loss                            | $ | 12,354             | 

Revenue

We have had no operating revenues for the three month period
ended April 30, 2008 and 2007. We anticipate that we will not generate any
revenues until we generate additional financing to support our planned
operations and locate a prospective property through which we can pursue our
plan of operation.

---

5

Operating Costs and Expenses

The major components of our expenses for the quarter are
outlined in the table below:

**Three Months
      Ended**April 30,**2008**
    
    
    **2007**Office and Administrative Fees
    $
    6,016
    
    $
    -Legal Fees
    
    -
    
    
    -Accounting and Audit Fees
    
    6,338
    
    
    -Total Expenses
    $
    12,354
    
    $
    -


Operating Expenses

The increase in office and administrative fees for the three
month period ended April 30, 2008 was due to the fact that we had an increase in
office and administration fees and an increase in professional fees associated
with our reporting obligations under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

Three Months Ended
      April 30, 2008
    
    Year Ended January
      31, 2008Current Assets
    $
    -
    $
    500Current Liabilities
    
    38,480
    
    26,626Working Capital Deficiency
    $
    (38,480 )
    $
    (26,126 )





Cash Flows


Three Months
      Ended April 30, 2008
    
    Three Months
      Ended April 30, 2007Cash used in Operating Activities
    $
    5,613
    $
    -Cash used by Investing Activities
    
    -
    
    -Cash provided by Financing Activities
    
    5,613
    
    -Net Decrease in Cash
    $
    -
    $
    -


We had no cash on hand and a working capital deficiency of
$38,480 as of April 30, 2008. We anticipate that we will incur approximately
$29,000 for operating expenses, including professional, legal and accounting
expenses associated with our reporting requirements under the Exchange Act
during the next twelve months. Accordingly, we will need to obtain additional
financing in order to complete our full business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $5,613
during the three month period ended April 30, 2008 and $nil during the three
month period ended April 30, 2007. Cash used in operating activities was funded
by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three month period ended April 30, 2008.

---

6

Cash from Financing Activities

We generated cash from financing activities in the amount of
$5,613 during the three month period ended April 30, 2008 compared to $Nil
during the three month period ended April 30, 2007. Cash generated by financing
activities is attributable to loans provided by our sole director and officer of
our company. The loans are unsecured, non-interest bearing and have no specific
terms of repayment.

Going Concern

The audited financial statements accompanying our annual report
on Form 10-KSB for the year ended January 31, 2008 have been prepared on a going
concern basis, which implies that our company will continue to realize its
assets and discharge its liabilities and commitments in the normal course of
business. Our company has not generated revenues since inception and has never
paid any dividends and is unlikely to pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of our company as a going
concern is dependent upon the continued financial support from our shareholders,
the ability of our company to obtain necessary equity financing to achieve our
operating objectives, and the attainment of profitable operations. As at April
30, 2008, our company has accumulated losses of $72,280 since inception. As we
do not have sufficient funds for our planned operations, we will be required to
raise additional funds for operations. These financial statements do not include
any adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should our
company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended January 31, 2008, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

Risks and Uncertainties

We currently do not generate revenues, and as a result, we
face a high risk of business failure.

We do not hold an interest in any business or revenue
generating property. From the date of our incorporation, we have primarily
focused on the location and acquisition of mineral properties. We have not
generated any revenues to date. In order to generate revenues, we will incur
substantial expenses in the evaluation of joint venture opportunities. We
therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from our
activities, our entire business may fail. There is no history upon which to base
any assumption as to the likelihood that we will be successful in our plan of
operation, and we can provide no assurance to investors that we will generate
any operating revenues or achieve profitable operations.

---

7

If we do not obtain additional financing, our business plan
will fail.

We will need to obtain additional financing in order to
complete our business plan. As of April 30, 2008, we had no cash on hand and a
working capital deficiency of $38,480. Our business plan calls for significant
expenses in connection with the acquisition of mineral claims. We currently do
not have any arrangements for financing and we may not be able to obtain
financing when required. Obtaining additional financing would be subject to a
number of factors, including the market price of gold and other base metals.
These factors may make the timing, amount, terms or conditions of additional
financing unavailable to us.

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

We have not begun the initial stages of exploration of our
mineral claims, and thus have no way to evaluate the likelihood whether we will
be able to operate our business successfully. We were incorporated on March 10,
2004, and to date have been involved primarily in organizational activities,
evaluating resource projects and staking mineral claims. We have not earned any
revenues and have not achieved profitability as of the date of this annual
report. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration and additional costs and expenses
that may exceed current estimates. We have no history upon which to base any
assumption as to the likelihood that our business will prove successful, and we
can provide no assurance to investors that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will likely fail and you will lose your
entire investment.

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our companys ability to
continue as a going concern.

We have incurred a net loss of $72,280 for the period from
March 10, 2004 (inception) to April 30, 2008, and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claim. These factors
raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with our annual report on
Form 10-KSB for the year ended January 31, 2008 have been prepared assuming that
we will continue as a going concern. Our auditors have made reference to the
substantial doubt as to our ability to continue as a going concern in their
audit report on our audited financial statements for the year ended January 31,
2008. If we are not able to achieve revenues, then we may not be able to
continue as a going concern and our financial condition and business prospects
will be adversely affected.

Even if we discover commercial reserves, we may not be able
to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a
property that has proven commercial reserves of minerals, we will require
significant additional funds in order to place the property into commercial
production. We can provide no assurance to investors that we will be able to
obtain the financing necessary to extract such reserves. Because of the inherent
dangers involved in mineral exploration, there is a risk that we may incur
liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our mineral claims, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or against which we may elect not to
insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment.

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8

If we do not find a joint venture partner for the continued
development of our mineral claims, we may not be able to advance the exploration
work.

We may try to enter into a joint venture agreement with a
partner for the further exploration and possible production of any acquired
mineral claims. We would face competition from other junior mineral resource
exploration companies if we attempt to enter into a joint venture agreement with
a partner. The possible partner could have a limited ability to enter into joint
venture agreements with junior exploration programs and will seek the junior
exploration companies who have the properties that they deem to be the most
attractive in terms of potential return and investment cost. In addition, if we
entered into a joint venture agreement, we would likely assign a percentage of
our interest in the mineral claims to the joint venture partner. If we are
unable to enter into a joint venture agreement with a partner, we may fail and
you will lose your entire investment.

Because our executive officer has no experience in mineral
exploration and does not have formal training specific to the technicalities of
mineral exploration, there is a higher risk that our business will fail.

Our executive officer has no experience in mineral exploration
and does not have formal training as a geologist or in the technical aspects of
management of a mineral exploration company. As a result of this inexperience,
there is a higher risk of our being unable to complete our business plan for the
exploration of our mineral claims. With no direct training or experience in
these areas, our management may not be fully aware of many of the specific
requirements related to working within this industry. Our decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, the lack of training and
experience of our management in this industry could result in management making
decisions that could result in a reduced likelihood of our being able to locate
commercially exploitable reserves on our mineral claims with the result that we
would not be able to achieve revenues or raise further financing to continue
exploration activities. In addition, we will have to rely on the technical
services of others with expertise in geological exploration in order for us to
carry out any exploration programs. If we are unable to contract for the
services of such individuals, it will make it difficult and maybe impossible to
pursue our business plan. There is thus a higher risk that our operations,
earnings and ultimate financial success could suffer irreparable harm and our
business will likely fail and you will lose your entire investment.

Because of the fiercely competitive nature of the mining
industry, we may be unable to maintain or acquire attractive mining properties
on acceptable terms which will materially affect our financial condition.

The mining industry is competitive in all of its phases. We
face strong competition from other mining companies in connection with the
acquisition of properties producing, or capable of producing, precious and base
metals. Many of these companies have greater financial resources, operational
experience and technical capabilities. As a result of this competition, we may
be unable to maintain or acquire attractive mining properties on terms we
consider acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We have not paid any dividends and do not foresee paying
dividends in the future.

Payment of dividends on our common stock is within the
discretion of the board of directors and will depend upon our future earnings,
our capital requirements, financial condition and other relevant factors. We
have no plan to declare any dividends in the foreseeable future.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our
stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a

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9

transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document in a form prepared by
the SEC which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the National Association of Securities Dealers believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The National Association of Securities
Dealers requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at April 30, 2008, which is the end of the period
covered by this report. This evaluation was carried out by our principal
executive officer and our principal financial officer. Based on this evaluation,
our principal executive officer and our principal financial officer have
concluded that the design and operation of our disclosure controls and
procedures are effective as at the end of the period covered by this report.

There were no changes in our internal control over financial
reporting during the fiscal quarter ended April 30, 2008 that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
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 by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Not Applicable.

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.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

|Exhibit |                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                          
|        |                                                                                                                                                                      
|3.1     | Articles of
      Incorporation (incorporated by reference from our Form SB-2 Registration
      Statement, filed on March 20, 2006)                                 
|3.2     | Bylaws (incorporated by reference
      from our Form SB-2 Registration Statement, filed on March 20, 2006)                                                          
|10.1    | Mineral Property
      Purchase Agreement dated January 18, 2006 (incorporated by reference from
      our Form SB-2 Registration Statement, filed on March 20, 2006)
|14.1    | Code of Ethics (incorporated by
      reference from our Annual Report on Form 10-KSB, filed April 30, 2008                                                          
|31.1*   | Certification of
      Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002                                                       
|32.1*   | Certification of Chief Financial
      Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of
      2002                                            

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

|DENIA ENTERPRISES INC.
|----------------------
|                      
|                      
|By                    
|                      
|                      
|                      
|                      
|                      
|Date:                 

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