U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-Q/A  (Mark One)  x
Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934For the
quarterly period ended June. 30, 2008o
Transition
Report under Section 13 or 15(d) of the Exchange ActFor the
Transition Period from ________to __________ Commission File Number: 333-149294  MATCHES, INC. (Exact
Name of Registrant as Specified in its Charter)  WYOMING
68-0664590(State of other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification Number)  1700 East Araby Suite 24Palm Springs CA
92264(Address of principal executive offices)
(Zip Code)  Registrant's Phone: (760) 899-1919  Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during
the past 12 months (or 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 o  No x  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
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x  As of
June 30, 2008, the issuer had 2,160,000 shares of common stock issued and
outstanding.    TABLE OF CONTENTS
PagePART I  FINANCIAL INFORMATIONItem 1.
Financial
Statements
3Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operation
10Item 3.

Item 4.
Quantitative
and Qualitative Disclosures about Market Risk

Controls and
Procedures
12

12PART II  OTHER INFORMATIONItem 1.

Item 1A.
Legal
Proceedings

Risk
Factors
15

15Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
15Item 3.
Defaults Upon
Senior Securities
15Item 4.
Submission of
Matters to a Vote of Security Holders
15Item 5.
Other
Information
15Item 6.
Exhibits
15  2   ITEM
1. FINANCIAL STATEMENTS  Financial Statements
for 3 month period ended June. 30, 2008 have been prepared by the Management
Group of Matches, Inc.  MATCHES, INC. (A DEVELOPMENT STAGE
COMPANY) BALANCE SHEET JUNE 30, 2008  ASSETSCurrent AssetsCash and Cash Equivalents
$
2,198Accounts Receivable -
Trade

-Total Current
Assets

2,198Fixed AssetsMachinery and Equipment

-Furniture and Fixtures

-Vehicles

-Leasehold Improvements

--Accumulated Depreciation

-Total Fixed
Assets

-Total Assets
$
2,198LIABILITIES AND STOCKHOLDERS'
EQUITYCurrent LiabilitiesAccounts Payable
$
-Accrued Payroll Taxes

-Loans From Shareholders

-Total Current
Liabilities

-Long Term LiabilitiesBank of Blue Valley NotesUP LoanSterling Bank LoanTotal Long Term
LiabilitiesStockholders' EquityCapital Stock (2,160,000 issued
and outstanding)

2,160Additional Paid In Capital

2,690Retained Earnings

(2,652)2,198Total Liabilities and Stockholders' Equity
$
2,198  3   MATCHES, INC.
(A DEVELOPMENT STAGE COMPANY) INCOME STATEMENT FOR THE PERIOD ENDED JUNE 30,
2008  IncomeConsulting Fees
$
-Discounts Given to Customer

-Total Income

-General and Administrative ExpensesAdvertising

-Bank Charges

12Customer Expense

-ConsultingDepreciation

-Dues and Subscriptions

-Entertainment

-Insurance - Business

-Licenses and PermitsLegal and AccountingRepair and Maintenance

-Miscellaneous

-Office Expenses

2640Rent

-Taxes and Licenses

-Payroll Taxes

-Telephone

-Travel

-Uniforms - Laundry

-Utilities

-Meals and Entertainment

-Business Taxes

-State Disability Employers Ins.

-Workman's Compensation

-State Unemployment

-Total Expenses

2,652Net Income (Loss)
$
(2,652)Net Income (Loss) per share  2,160,000 shares
issued
$
(0.0008)  4   MATCHES, INC.
(A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED JUNE 30,
2008  CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
(2,652)Adjustments to reconcile net income to net cash
providedby operating activitiesDepreciation

-Amortization

-(Increase) decrease in:Accounts Receivable

-Inventory


-Increase (decrease) in:Accounts Payable

-Accrued Payroll Taxes

-Net Cash Provided (Used) By Operating
Activities

(2,652)CASH FLOWS FROM INVESTING ACTIVITIESFixed Asset Additions

-Net Cash (Used) By Investing
Activities

-CASH FLOWS FROM FINANCING ACTIVITIESLoans From Shareholders

-Capital Contributions

4,850Net Cash (Used) By Financing
Activities

4,850NET INCREASE (DECREASE) IN CASH

2,198CASH AT BEGINNING OF PERIOD

-CASH AT END OF PERIOD
$
2,198   5   MATCHES, INC.
(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE INCEPTION PERIOD OF NOVEMBER 28,
2007 TO JUNE 30, 2008  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  A summary of significant accounting
policies of Matches, Inc. (A Development Stage Company) (the Company) is
presented to assist in understanding the Companys financial statements. The
accounting policies presented in these footnotes conform to accounting
principles generally accepted in the United States of America and have been
consistently applied in the preparation of the accompanying financial
statements. These financial statements and notes are representations of the
Companys management who are responsible for their integrity and objectivity.
The Company has not realized revenues from its planned principal business
purpose and is considered to be in its development state in accordance with SFAS
7, Accounting and Reporting by Development State Enterprises.  Organization, Nature of Business and
Trade Name  Matches, Inc. (the Company) was
incorporated in the State of Wyoming on November 28, 2007. Matches, Inc. is
going to be developed as an online dating service. Clients will pay a fee and
post their profile. The Company will do a character evaluation and match that
client to other clients on the site.  Management will seek to ensure that
information and photos posted on profiles are accurate. They intend to develop
procedures to make the information given to a prospective match as accurate and
up to date as possible to lead to the highest percentage of successful matches
possible. The Company has elected a fiscal year end of December
31st.  Basis of Presentation  The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that effect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reported
period. Actual results could differ from those estimates. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Companys system of internal accounting
control is designed to assure, among other items, that (1) recorded transactions
are valid; (2) all valid transactions are recorded and (3) transactions are
recorded in the period in a timely manner to produce financial statements which
present fairly the financial condition, results of operations and cash flows of
the company for the respective periods being presented.  Property and Equipment  Property and equipment are carried at cost.
Expenditures for maintenance and repairs are charged against operations.
Renewals and betterments that materially extend the life of the assets are
capitalized. When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is reflected in income for the period.  Depreciation is computed for financial
statement purposes on a straight-line basis over estimated useful lives of the
related assets. The estimated useful lives of depreciable assets are:  EstimatedUseful LivesOffice Equipment

5-10 yearsCopier

5-7 yearsVehicles

5-10 years  6   For federal
income tax purposes, depreciation is computed under the modified accelerated
cost recovery system. For audit purposes, depreciation is computed under the
straight-line method.  Cash and Cash Equivalents  For purposes of the statement of cash
flows, the Company considers all short-term debt securities purchased with
maturity of three months or less to be cash equivalents.  Revenue and Cost Recognition  The Company provides internet dating
services. The Company reports income and expenses on the accrual basis of
accounting, whereby income is recorded when it is earned and expenses recorded
when they are incurred. In this specific industry revenue from memberships is
recognized as the period of membership expires. The Company currently does not
have a working website, therefore, it has not acquired any memberships for
recognition of revenue.  Cost of Goods Sold  Job costs include all direct materials, and
labor costs and those indirect costs related to development and maintenance of
the website. Selling, general and administrative costs are charged to expense as
incurred.  Advertising  Advertising expenses related to specific
jobs are allocated and classified as costs of goods sold. Advertising expenses
not related to specific jobs are recorded as general and administrative
expenses.  Use of Estimates  The preparation of financial statements in
accounting principles generally accepted in 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.  A change in
managements estimates or assumptions could have a material impact on Matches,
Inc.s financial condition and results of operations during the period in which
such changes occurred. Actual results could differ from those estimates.
Matches, Inc.s financial statements reflect all adjustments that management
believes are necessary for the fair presentation of their financial condition
and results of operations for the periods presented.  Common Stock  The Company has authorized common stock and
has not authorized any other form of stock including preferred stock.  Income Taxes  The Company recognizes the tax effects of
transactions in the year in which such transactions enter into the determination
of net income, regardless of when reported for tax purposes.  Recently Issued Accounting
Pronouncements  In December of 2002, the FASB issued SFAS
148, Accounting for Stock-Based Compensation  Transition and Disclosure 
An Amendment of FASB Statement No. 123. SFAS 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, the statement
amends the disclosure requirements of Statement No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.  7   Recently
Issued Accounting Pronouncements (Continued)  In April 2003, the FASB issued SFAS No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities.SFAS No. 149 amends and clarifies financial accounting
and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under FASB
Statement No. 133.  Accounting for Derivative Instruments and Hedging
Activities, SFAS No. 149 is generally effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003.  In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity.SFAS No. 150 establishes standards for how an
issuer measures certain financial instruments with characteristics of both
liabilities and equity and requires that an issuer classify a financial
instrument within its scope as a liability (or asset in some circumstances).
 SFAS No. 150 was effective for financial statements entered into or
modified after May 31, 2003 and otherwise was effective and adopted by the
Company in 2003.  In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections, a replacement of APB Opinion No.
20 and FASB Statement No. 3.  This statement changes the requirements
for the accounting for and reporting of a change in accounting principle.
 Previously, Opinion 20 required that most voluntary changes in accounting
principle be recognized by including in net income of the period of change the
cumulative effect of changing to a new principle.  This statement requires
retrospective application to prior periods financial statements of changes in
accounting principle, when practicable.  None of the above new pronouncements has
current application to the Company, but may be applicable to the Companys
future financial reporting.  NOTE B  STOCK-BASED COMPENSATION  Stock-based compensation is defined as
compensation arrangements under which employees receive shares of stock, stock
options, or other equity instruments, or under which the employer incurs
obligations to the employees based on the price of the companys shares.  In November 2007, the Company issued One
Hundred Sixty Thousand (160,000) shares of common stock to its officer and
director, Darren Holm. This stock was issued to Mr. Holm as compensation for
services rendered as the incorporator of the Company.  The out of pocket
expenses incurred and paid by Mr. Holm totaled One Hundred Sixty Dollars ($160)
setting the issue price of the stock-based compensation at .001 per share. The
option price of this stock-based compensation is the same as the registered
price. That is, the option price is equal to the market price, therefore per APB
25 no compensation is to be recognized.  NOTE C  GOING CONCERN  Under the going concern assumption, an
entity is ordinarily viewed as continuing in business for the foreseeable future
with neither the intention nor the necessity of liquidation, ceasing trading, or
seeking protection from creditors pursuant to laws or regulations. Accordingly,
assets and liabilities are recorded on the basis that the entity will be able to
realize its assets and discharge its liabilities in the normal course of
business.  Management expects to face strong
competition from well-established companies and small independent companies.
Accordingly, the Company expects to compete on the basis of price (or the value
to the customer of the services performed) and, on the basis of their
established reputation among customers as a quality provider of management
services and our locality of operation. Without a strong performance in the
growth process Management expects to be less able than our larger competitors to
handle generally increasing costs and expenses of doing business. Additionally,
it is expected that there may be significant technological advances in the
future and Management may not have adequate resources without the strong public
response anticipated to enable the Company to take advantage of such
advances.  8   NOTE D  INCOME
TAXES  The Company (Matches, Inc.) filed
organization paperwork with the State of Wyoming. At the time of filing Matches,
Inc. elected and filed to be Sub Chapter S Corporations. This election allows
all income taxes to be the responsibility of the Shareholders of Corporation not
the corporation.  Deferred taxes will be provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carry-forwards and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effect of changes in tax laws
and rates on the date of enactment.  Due to the inherent uncertainty in
forecasts and future events and operating results, the Company has provided for
a valuation allowance in an amount equal to gross deferred tax assets resulting
in no net deferred tax assets or liabilities for the periods audited.  NOTE E  NET LOSS PER COMMON SHARE  Net loss per share is calculated in
accordance with SFAS No. 128, Earnings Per Share. The weighted average number
of common shares outstanding during each period is used to compute basic loss
per share. Basic net loss per common share is based on the weighted-average
number of share of common stock of Two Million One Hundred Sixty Thousand
(2,160,000) outstanding in the development period ending January 17, 2008.  NOTE F  SUBSCRIPTION AGREEMENT  In December 2007, the Company undertook a
private offering of Two Million (2,000,000) shares of common stock. The stock
was offered with a price of .003 per share. The private offering was made to
Orion Investment Partners through a subscription agreement that the shares were
purchased with the intention of holding the securities for investment purposes,
with no intention of dividing or allowing others to participate in this
investment or to sell the securities for at least one year in the event that the
company becomes registered with the Securities and Exchange Commission.  In the subscription agreement the purchaser
specifically agrees that if the Company has an initial public offering prior to
March 15, 2008, and the underwriter in such offering requires the existing
shareholders of the Company to agree to a lock-up period during which such
shareholders will not dispose of or pledge their securities, the purchasers
agree to the lock-up period prescribed by the underwriter.  9   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS  FORWARD-LOOKING STATEMENTS  This
Form 10-Q includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included or incorporated by reference in this Form 10-Q which
address activities, events or developments which the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof); finding suitable
merger or acquisition candidates; expansion and growth of the Company's business
and operations; and other such matters are forward-looking statements.
 These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments, as well as other factors it
believes are appropriate under the circumstances. However, whether actual
results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, including general
economic, market and business conditions; the business opportunities (or lack
thereof) that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company.  These
forward-looking statements can be identified by the use of predictive,
future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "will," or similar terms. These
statements appear in a number of places in this Filing and include statements
regarding the intent, belief or current expectations of the Company, and its
directors or its officers with respect to, among other things: (i) trends
affecting the Company's financial condition or results of operations for its
limited history; (ii) the Company's business and growth strategies; and, (iii)
the Company's financing plans. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Such factors that could adversely affect actual results and
performance include, but are not limited to, the Company's limited operating
history, potential fluctuations in quarterly operating results and expenses,
government regulation, technological change and competition.  Consequently, all of the forward-looking statements made in this
Form 10-Q are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.  10   GENERAL DESCRIPTION OF BUSINESS  The
Company is an online dating services. Our clients will pay a fee and post their
profile. The Company will do a character evaluation and find the client a
perfect match and identify that match to the client.  We will
also seek to ensure that information and photos posted on profiles are accurate.
We intend to develop procedures to make the information given to a prospective
match as accurate as possible to lead to the highest percentage of successful
matches possible.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS  The
Company has a limited operating history upon which an evaluation of the Company,
its current business and its prospects can be based. The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages of
development. Such risks include inadequate funding the company's inability to
anticipate and adapt to a developing market, the failure of the company's
infrastructure, changes in laws that adversely affect the company's business,
the ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources, the
inability of the Company to attract, retain and motivate qualified personnel and
general economic conditions.  The
Company expects that its operating expenses will increase significantly,
especially as it implements its business plan. To the extent that increases in
its operating expenses precede or are not followed by commensurate increases in
revenues, or that the Company is unable to adjust operating expense levels
accordingly, the Company's business, results of operations and financial
condition would be materially and adversely affected. There can be no assurances
that the Company can achieve or sustain profitability or that the Company's
operating losses will not increase in the future.  RESULTS OF OPERATIONS  The
Company has achieved no significant revenue or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The Company incurred a net loss of approximately ($2,652) for the three
months ended June 30, 2008.  LIQUIDITY AND CAPITAL RESOURCES  Since
its inception the Company has had limited operating capital, and has relied
heavily on debt and equity financing.  11   The financial statements as of and for the period ended on Jan.
17, 2007 expressed their substantial doubt as to the Company's ability to
continue as a going concern. Without additional capital, it is unlikely that the
Company can continue as a going concern. The Company plans to raise operating
capital via debt and equity offerings. However, there are no assurances that
such offerings will be successful or sufficient to fund the operations of the
Company. In the event the offerings are insufficient, the Company has not
formulated a plan to continue as a going concern. Moreover, if such offerings
are successful, they may result in substantial dilution to the existing
shareholders.  CRITICAL ACCOUNTING POLICIES  In
Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE
ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange
Commission suggested that companies provide additional disclosure and commentary
on their most critical accounting policies. In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to the
portrayal of a company's financial condition and operating results, and require
management to make its most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently uncertain.
 Based on this definition, our most critical accounting policies include:
non-cash compensation valuation that affects the total expenses reported in the
current period and the valuation of shares and underlying mineral rights
acquired with shares. The methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we report in our financial statements.  ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The
Company is not exposed to market risk related to interest rates or foreign
currencies.  CONTROLS AND PROCEDURES  ITEM
4.  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the 1934
Act), as of June 30, 2008, we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our Chief Executive Officer (our principal executive officer) and our Chief
Financial Officer (our principal financial officer), who concluded, that because
of the material weakness in our internal control over financial reporting
(ICFR) described below, our disclosure controls and procedures were not
effective as of June 30, 2008.  12   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 Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission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 our management, including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.  Internal Control Over Financial Reporting  Our
management is also responsible for establishing ICFR as defined in Rules
13a-15(f) and 15(d)-15(f) under the 1934 Act.  Our ICFR are intended to be
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Our ICFR are
expected to include those policies and procedures that management believes are
necessary that:  (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company;  (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management
and our directors; and  (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.  Management recognizes that there are inherent limitations in the
effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect of financial
statement preparation and may not prevent or detect misstatements. In addition,
effective internal control at a point in time may become ineffective in future
periods because of changes in conditions or due to deterioration in the degree
of compliance with our established policies and procedures.  As of
June 30, 2008, management assessed the effectiveness of our ICFR based on the
criteria for effective ICFR established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and SEC guidance on conducting such assessments by smaller
reporting companies and non-accelerated filers.  13   Based on that assessment, management concluded that, during the
period covered by this report, such internal controls and procedures were not
effective as of June 30, 2008 and that material weaknesses in ICFR existed as
more fully described below.  As
defined by Auditing Standard No. 5, An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments, established by the Public Company
Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or
combination of deficiencies that results more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses as of June 30, 2008:  (1) Lack of an independent audit committee. Although we have an audit
committee it is not comprised solely of independent directors.  We may
establish an audit committee comprised solely of independent directors when we
have sufficient capital resources and working capital to attract qualified
independent directors and to maintain such a committee.  (2) Inadequate staffing and supervision within our bookkeeping
operations. The relatively small number of people who are responsible for
bookkeeping functions prevents us from segregating duties within our internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the ultimate identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews which may result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial statements and
related disclosures as filed with the Securities and Exchange Commission.  (3) Insufficient number of independent directors.  At the present
time, our Board of Directors does not consist of a majority of independent
directors, a factor that is counter to corporate governance practices as set
forth by the rules of various stock exchanges.  Our
management determined that these deficiencies constituted material weaknesses.
 Due to a lack of financial and personnel resources, we are not able to,
and do not intend to, immediately take any action to remediate these material
weaknesses.  We will not be able to do so until we acquire sufficient
financing and staff to do so.  We will implement further controls as
circumstances, cash flow, and working capital permit.  Notwithstanding the
assessment that our ICFR was not effective and that there were material
weaknesses as identified in this report, we believe that our consolidated
financial statements contained in our Quarterly Report on form 10-Q for the
quarter year ended June 30, 2008, fairly present our financial position, results
of operations and cash flows for the years covered thereby in all material
respects.  There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2008, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.  14   PART II OTHER INFORMATION  ITEM
1. LEGAL PROCEEDINGS  The
Company is not a party to any legal proceedings.  ITEM
1A. RISK FACTORS  There
are no material changes in the risk factors set forth in Part I, Item 1A of
the Companys S-1 dated April 21, 2008.  ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  There
were no sales of unregistered equity securities during the covered time
period.  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 AND REPORTS ON FORM 8-K  The
following documents are included or incorporated by reference as exhibits to
this report:  Exhibit Number
Description31.1
Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.1
Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002  (b)
  REPORTS ON FORM 8-K  None.  15   SIGNATURES  In
accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized. Date: Oct. 20, 2008  Matches,
Inc.RegistrantBy:
/s/ Daren
HolmDarren Holm
Chairman of the
Board
Chief Executive
Officer   16