U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A  (Mark One)  SQuarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended Sept. 30, 2008£Transition Report under Section 13 or 15(d) of the Exchange ActFor the Transition Period from ________to __________ Commission File Number: 333-149294  CFO CONSULTANTS, INC. (Exact Name of Registrant as Specified in its Charter)  NEVADA42-1749358(State of other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)  829 Francis DrivePalm Springs CA92262(Address of principal executive offices)(Zip Code)  Registrant's Phone: (760) 322-9277  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 S   No £  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  Large accelerated filer   £                   Accelerated filer                     £ Non-accelerated filer £                  Smaller reporting company    S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S   No £  As of Sept. 30, 2008, the issuer had 5,580,000 shares of common stock issued and outstanding.        TABLE OF CONTENTSPagePART I  FINANCIAL INFORMATIONItem 1.Financial Statements5Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operation6Item 3.Quantitative and Qualitative Disclosures about Market Risk14Item 4.Controls and Procedures14PART II  OTHER INFORMATIONItem 1.Legal Proceedings16Item 1A.Risk Factors16Item 2.Unregistered Sales of Equity Securities and Use of Proceeds16Item 3.Defaults Upon Senior Securities16Item 4.Submission of Matters to a Vote of Security Holders16Item 5.Other Information16Item 6.Exhibits17  2     ITEM 1 FINANCIAL STATEMENTS  Financial Statements for 3 month period ended Sept. 30, 2008 have been prepared by the Management Group of CFO Consultants, Inc.  CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETSEPT. 30, 2008ASSETSCurrent AssetsCash and Cash Equivalents$1,935Accounts Receivable  Trade-Total Current Assets1,935Fixed AssetsMachinery and Equipment-Furniture and Fixtures-Vehicles-Leasehold Improvements-Accumulated Depreciation-Total Fixed Assets-Total Assets$1,935LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts Payable$-Accrued Payroll Taxes-Loans From Shareholders-Total Current Liabilities-Long Term LiabilitiesBank of Blue Valley Notes-UP Loan-Sterling Bank Loan-Total Long Term Liabilities-Stockholders EquityCapital Stock (5,580,000 issued and outstanding)5,580Additional Paid In Capital15,920Retained Earnings(19,565)1,935Total Liabilities and Stockholders Equity$1,935  3      CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)INCOME STATEMENTFOR THE 6 MONTHS ENDED JUNE 30, 2008IncomeConsulting Fees$-Discounts Given to Customer-Total Income-General and Administrative ExpensesAdvertising-Bank Charges265Customer Expense-Consulting18,150Depreciation-Dues and Subscriptions-Entertainment-Insurance  Business-Licenses and Permits-Legal and Accounting1,150Repair and Maintenance-Miscellaneous-Office Expenses-Rent-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 Expenses19,565Net Income (Loss)$(19,565)Net Income (Loss) per share  3,450,000 shares issued$(0.0091)  4      CFO CONSULTANTS, INC.
(A DEVELOPMENT STAGE COMPANY)STATEMENT OF CASH FLOWSFOR THE 6 MONTHS ENDED JUNE 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet income$(19,565)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-CASH FLOWS FROM INVESTING ACTIVITIESFixed Asset Additions-Net Cash (Used) By Investing Activities-CASH FLOWS FROM FINANCING ACTIVITIESProceeds Stock Subscriptions21,500Loans From Shareholders-Capital Contributions-Net Cash (Used) By Financing Activities21,500NET INCREASE (DECREASE) IN CASH1,935CASH AT BEGINNING OF PERIOD-CASH AT END OF PERIOD$1,935  The accompanying notes are an integral part of these FINANCIAL STATEMENTS.  5     CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  A summary of significant accounting policies of CFO Consultants, 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  CFO Consultants, Inc. (the Company) was incorporated in the State of Nevada on December 10, 2007. CFO Consultants, Inc. was established to assist companies in their need for CFOs and CFO related service. 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.        6      CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008   NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Property and Equipment (continued)  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:  Estimated
Useful LivesOffice Equipment5-10 yearsCopier5-7   yearsVehicles5-10 years  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 custom solutions for business management needs. 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 jobs is recognized as stipulated in each contract for services. The Company currently has not met any contract terms for recognition of revenue.  Cost of Goods Sold  Job costs include all direct materials, and labor costs and those indirect costs related to contracted services. 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.     7         CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  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 CFO Consultants, Inc.s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. CFO Consultants, 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.           8        CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008  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.            9        CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008   NOTE B  STOCK-BASED COMPENSATION - CONTINUED  In December 2007, the Company issued One Million Four Hundred Fifty Thousand (1,450,000) shares of common stock to its officer and director, Norbert LeBoeuf. This stock was issued to Mr. LeBoeuf as compensation for services rendered as the incorporator of the Company.  The out of pocket expenses incurred and paid by Mr. LeBoeuf totaled One Thousand Four Hundred Fifty Dollars ($1,450) 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.  NOTE D  INCOME TAXES  The Company (CFO Consultants, Inc.) filed organization paperwork with the State of Nevada. At the time of filing CFO Consultants, 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.            10        CFO Consultants, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Three Months Ended Sept.30, 2008  NOTE D  INCOME TAXES - CONTINUED  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 Three Million Four Hundred Fifty Thousand (3,450,000) outstanding in the development period ending January 17, 2008.   The resulting Net Loss per share is $0.009 as shown on the bottom of the Income Statement (Pg. 4 of the Financial Statements).  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 .00315 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.    11     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-QSB 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.  GENERAL DESCRIPTION OF BUSINESS  Short term (one to three month) engagements of retired CFOs to assist a company in certain transactions or restructurings such as a sale of business, tax situations, reorganizations, family transfers of business, estate planning etc.  12     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 $19,565 for the three months ended Sept. 30, 2008, compared with a net loss of $ 0  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.  The financial statements as of and for the period ended on December 31, 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.  13     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.  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;  14     (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 Sept. 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.  Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of Sept. 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 Sept. 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.  15     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 Sept. 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 Sept. 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  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 of April 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.  16     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K  The following documents are included or incorporated by reference as exhibits to this report:  Exhibit NumberDescription31.1Certification 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 200231.2Certification 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 200232.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1Certification 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.  17     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. 28, 2008  CFO Consultants, Inc.RegistrantBy:/s/ Norman LeBoeufNorman LeBoeuf
       Chairman of the Board
       Chief Executive Officer   18