U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-Q  (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
11Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
13Item 4.
Controls and
Procedures
13PART II  OTHER INFORMATIONItem 1.
Legal
Proceedings
15Item 1A.
Risk
Factors
15Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
16Item 3.
Defaults Upon
Senior Securities
16Item 4.
Submission of
Matters to a Vote of Security Holders
16Item 5.
Other
Information
16Item 6.
Exhibits
16  2   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
$
3,790Accounts
Receivable - Trade

-Total
Current Assets

3,790Fixed
AssetsMachinery
and Equipment

-Furniture
and Fixtures

-Vehicles

-Leasehold
Improvements

--Accumulated
Depreciation

-Total
Fixed Assets

-Total
Assets
$
3,790LIABILITIES 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

4,265Retained
Earnings

(2,635)3,790Total
Liabilities and Stockholders' Equity
$
3,790   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

10Customer
Expense

-Consulting

1,400Depreciation

-Dues and
Subscriptions

-Entertainment

-Insurance -
Business

-Licenses and
Permits

225Legal and
Accounting

1,000Repair 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
Expenses

2,635Net Income
(Loss)
$
(2,635)Net Income
(Loss) per share - 3,450,000 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

$
(2,635)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

(2,635)CASH FLOWS FROM
INVESTING ACTIVITIESFixed Asset
Additions

-Net
Cash (Used) By Investing Activities

-CASH FLOWS FROM
FINANCING ACTIVITIESLoans From
Shareholders

-Capital
Contributions

6,425Net Cash (Used)
By Financing Activities

6,425NET INCREASE
(DECREASE) IN CASH

3,790CASH AT
BEGINNING OF PERIOD

-CASH AT END OF
PERIOD
$
3,790   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.  6   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  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.  7   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.  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.  8   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.  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.  9   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.   10   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.  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.  11   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 $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 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.  12   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.  13   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.  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:  14   (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.  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.  15   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.  16   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. 7, 2008  Matches,
Inc.RegistrantBy: /s/
Darren HolmDarren
Holm
Chairman
of the Board     Chief Executive
Officer    17