U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q





(Mark
One)


x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934: For the quarterly period ended September 30,
    2008






OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934: For the transition period from 
      to






Commission
file number:  1432950




ISRAELI HISTORICAL SIGHT
SEEING CO.


(Exact
name of registrant as specified in its charter)




Nevada
            
            75-3242579(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)




Rechov
Nachal Zohar 10


Ramat Beit Shemesh,
Israel


(Address
of principal executive offices) (zip code)





0113-052534466


(Registrants’
telephone number, including area code)




(Former
name, former address and former fiscal year, if changed since last
report.)




Indicate
by check mark whether the registrant has (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.




YES   ̈                       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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer   ̈
            
            Accelerated filer                      
       ̈Non-accelerated
      filer     ̈
            
            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   ̈                    NO  x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Class
            
            Outstanding
      as of November 24, 2008Common
      Stock, $0.0001 par value per share
            
            6,442,700
      shares









QUARTERLY
REPORT ON FORM 10-Q


FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2008





TABLE
OF CONTENTS




PagePART
      I. FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements
              
              1Balance
      Sheets - As of September 30, 2008 (Unaudited) and December 31, 2007
      (Audited)
              
              1Statements
      of Operations - For the Three Months Ended September 30, 2008 and 2007,
      the Nine MonthsEnded
      September 30, 2008, the Period from May 22, 2007 (inception) to September
      30, 2007 and the Period fromMay
      22, 2007 (inception) to September 30, 2008 (Unaudited)
              
              2Statements
      of Cash Flows - For the Nine Months Ended September 30, 2008, the Period
      from May 22, 2007(inception)
      to September 30, 2007 and the Period from May 22, 2007 (inception) to
      September 30, 2008 (Unaudited)
              
              3Notes
      to Financial Statements (Unaudited)
              
              4Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              10Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              11Item
      4.
              Controls
      and Procedures
              
              11PART
      II. OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              
              12Item 1A.
              Risk
      Factors
              
              12Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              20Item
      3.
              Defaults
      Upon Senior Securities
              
              20Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              20Item
      5.
              Other
      Information
              
              20Item
      6.
              Exhibits
              
              20Signatures
              
              21







Part
I. Financial Information







Item 1.
Financial Statements






Israeli
Historical Sight Seeing Co.


(A
Development Stage Company) Balance
Sheets


September
      30, 2008
              
              
              December
      31, 2007(Unaudited)
              
              
              (Audited)AssetsCurrent
      AssetsCash
              
              $
              31
              
              
              $
              5,911Total
      Current Assets
              
              
              31
              
              
              
              5,911Total
      Assets
              
              $
              31
              
              
              $
              5,911Liabilities and
      Stockholders' Equity (Deficit)Current
      LiabilitiesAccounts
      payable
              
              $
              10,880
              
              
              $
              -Accrued
      expenses
              
              
              1,500
              
              
              
              1,050Total
      Current Liabilities
              
              
              12,380
              
              
              
              1,050Stockholders'
      Equity (Deficit)Preferred
      stock, $0.0001 par value; 20,000,000 shares authorized;none
      issued and outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.0001 par value, 700,000,000 shares authorized;6,442,700
      shares issued and outstanding
              
              
              644
              
              
              
              644Additional
      paid-in capital
              
              
              25,298
              
              
              
              22,091Deficit
      accumulated during the development stage
              
              
              (38,291
              )
              
              
              (17,874
              )Total
      Stockholders' Equity (Deficit)
              
              
              (12,349
              )
              
              
              4,861Total
      Liabilities and Stockholders' Equity (Deficit)
              
              $
              31
              
              
              $
              5,911






See
accompanying notes to unaudited financial statements




1


Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company) Statements of
Operations (Unaudited)


For
      the
              
              
              For
      theFor
      the Nine
              
              
              Period
      fromMay
      22, 2007
              
              
              Period
      from
                May
      22, 2007For
      the Three Months Ended
                September
      30,
              
              
              Months
      EndedSeptember
      30,
              
              
              (inception)
      to September 30,
              
              
              (inception)
      to
                September
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Operating
      ExpensesGeneral
      and administrative
              
              
              10,880
              
              
              
              16,267
              
              
              
              20,420
              
              
              
              16,867
              
              
              
              38,337Total
      Operating Expenses
              
              
              10,880
              
              
              
              16,267
              
              
              
              20,420
              
              
              
              16,867
              
              
              
              38,337Loss
      from Operations
              
              
              (10,880
              )
              
              
              (16,267
              )
              
              
              (20,420
              )
              
              
              (16,867
              )
              
              
              (38,337
              )Other
      IncomeInterest
      income
              
              
              -
              
              
              
              21
              
              
              
              3
              
              
              
              27
              
              
              
              46Total
      Other Income
              
              
              -
              
              
              
              21
              
              
              
              3
              
              
              
              27
              
              
              
              46Net
      Loss
              
              $
              (10,880
              )
              
              $
              (16,246
              )
              
              $
              (20,417
              )
              
              $
              (16,840
              )
              
              $
              (38,291
              )Net
      Loss per Share - Basic and Diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      Average Number of Shares OutstandingDuring
      the Period - Basic and Diluted
              
              
              6,442,700
              
              
              
              6,118,413
              
              
              
              6,442,700
              
              
              
              6,083,389
              
              
              
              6,344,070






See accompanying
notes to unaudited financial statements




2


Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company) Statements of Cash Flows (Unaudited)


For
      the
                Period
      from
              
              
              For
      the
                Period
      fromFor
      the NineMonths
      Ended
              
              
              May
      22, 2007 (inception) to
              
              
              May
      22, 2007 (inception) toSeptember
      30, 2008
              
              
              September
      30, 2007
              
              
              September
      30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
              
              $
              (20,417
              )
              
              $
              (16,840
              )
              
              $
              (38,291
              )Adjustments
      to reconcile net loss to cash used in operating
activities:Stock
      issued for services - related party
              
              
              -
              
              
              
              600
              
              
              
              600Changes
      in operating assets and liabilities:Increase
      in accounts payable
              
              
              10,880
              
              
              
              -
              
              
              
              10,880Increase
      in accrued expenses
              
              
              450
              
              
              
              -
              
              
              
              1,500Net
      Cash Used In Operating Activities
              
              
              (9,087
              )
              
              
              (16,240
              )
              
              
              (25,311
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              22,135
              
              
              
              19,935Proceeds
      from issuance of common stock - related parties
              
              
              -
              
              
              
              -
              
              
              
              2,200Contributed
      capital - related party
              
              
              3,207
              
              
              
              -
              
              
              
              3,207Net
      Cash Provided By Financing Activities
              
              
              3,207
              
              
              
              22,135
              
              
              
              25,342Net
      Increase (Decrease) in Cash
              
              
              (5,880
              )
              
              
              5,895
              
              
              
              31Cash
      - Beginning of Period
              
              
              5,911
              
              
              
              -
              
              
              
              -Cash
      - End of Period
              
              $
              31
              
              
              $
              5,895
              
              
              $
              31SUPPLEMENTARY CASH
      FLOW INFORMATION:Cash
      paid during the period for:Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -






See accompanying
notes to unaudited financial statements




3




Israeli
Historical Sight Seeing Co.


(A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
 Note 1 Basis of
Presentation
 
 The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation.
 
 The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form S-1, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the period ended December 31, 2007. The interim results for
the period ended September 30, 2008 are not necessarily indicative of results
for the full fiscal year.
  Note 2 Nature of Operations
and Summary of Significant Accounting Policies
 
 Nature
of Operations
 
 Israeli
Historical Sight Seeing Co. (the "Company") was incorporated in Nevada on May
22, 2007.
 
 The
Company intends to be a provider of private sightseeing tours in
Israel.
 
 Development
Stage
 
 The
Company's financial statements are presented as those of a development stage
enterprise.  Activities during the development stage primarily include
equity based financing and development of the business plan.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  4
 Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
   Cash
and Cash Equivalents
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents. At September 30, 2008 and December 31, 2007,
respectively, the Company had no cash equivalents.
 
 The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At September 30, 2008 and December
31, 2007, respectively, there were no balances that exceeded the federally
insured limit.
 
 Earnings
per Share
 
 Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period.  Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during each
period.  For the period from May 22, 2007 (inception) to September 30,
2008, the Company had no common stock equivalents that could potentially dilute
future earnings (loss) per share; hence, a separate computation of diluted
earnings (loss) per share is not presented, as the Company reflects a net loss
and the effect of considering any common stock equivalents, if outstanding,
would have been anti-dilutive.
 
 Stock-Based
Compensation
 
 All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “Share-Based
Payment”.  For the period from May 22, 2007 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
employees.
 
 Non-Employee
Stock Based Compensation
 
 Stock-based
compensation awards issued to non-employees for services will be recorded at
either the fair value of the services rendered or the instruments issued in
exchange for such services, whichever is more readily determinable, using the
measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF
No. 96-18, “Accounting for
Deficit Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF
96-18”).  For the period from May 22, 2007 (inception) to September
30, 2008, the Company has not issued any stock based compensation to third
parties.
  5
  Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
   Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s short-term financial instruments, including
accounts payable and accrued expenses, approximates its fair value due to the
relatively short period to maturity for these instruments.
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which clarifies the principle that fair value should be based on
the assumptions that market participants would use when pricing an asset or
liability.  It also defines fair value and established a hierarchy
that prioritizes the information used to develop assumptions.  SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007.  The adoption of SFAS No. 157 did not have a
material impact on the Company’s financial position, results of operations or
cash flows.
 
 In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”(“SFAS 159”), which permits entities to
choose to measure many financial instruments and certain other items at fair
value. The unrealized gains and losses on items for which the fair value option
has been elected should be reported in earnings.  The decision to
elect the fair value option is determined on an instrument-by-instrument basis,
should be applied to an entire instrument and is irrevocable.  Assets
and liabilities measured at fair values pursuant to the fair value option should
be reported separately in the balance sheet from those instruments measured
using other measurement attributes.  SFAS No. 159 is effective as
of the beginning of the Company’s 2008 fiscal year. The adoption of SFAS No. 159
did not have a material effect on the Company’s financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 is not expected to have a material
effect on the Company’s financial position, results of operations or cash
flows.
  6
 Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
 In
December 2007, the FASB issued SFAS 141R,“Business Combinations” (“SFAS 141R”), which
replaces FASB SFAS 141,“Business Combinations”.  This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control.  SFAS 141R will require an entity to record
separately from the business combination the direct costs, where previously
these costs were included in the total allocated cost of the
acquisition.  SFAS 141R will require an entity to recognize the assets
acquired, liabilities assumed, and any non-controlling interest in the acquired
at the acquisition date, at their fair values as of that date.  This
compares to the cost allocation method previously required by SFAS No.
141.  SFAS 141R will require an entity to recognize as an asset or
liability at fair value for certain contingencies, either contractual or
non-contractual, if certain criteria are met.  Finally, SFAS 141R will
require an entity to recognize contingent consideration at the date of
acquisition, based on the fair value at that date.  This Statement
will be effective for business combinations completed on or after the first
annual reporting period beginning on or after December 15,
2008.  Early adoption of this standard is not permitted and the
standards are to be applied prospectively only.  Upon adoption of this
standard, there would be no impact to the Company’s results of operations and
financial condition for acquisitions previously completed.  The
adoption of SFAS No. 141R is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.
 
 In
January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which
provided a simplified approach for estimating the expected term of a “plain
vanilla” option, which is required for application of the Black-Scholes option
pricing model (and other models) for valuing share options. At the time, the
Staff acknowledged that, for companies choosing not to rely on their own
historical option exercise data (i.e., because such data did not provide a
reasonable basis for estimating the term), information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted use
of a simplified approach for estimating the term of plain vanilla options
granted on or before December 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data becomes widely available.
The Company does not expect its adoption of SAB No. 110 to have a material
impact on its financial position, results of operations or cash
flows.
  7
 Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
 In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS161”).SFAS161 establishes the
disclosure requirements for derivative instruments and for hedging activities
with the intent to provide financial statement users with an enhanced
understanding of the entity’s use of derivative instruments, the accounting of
derivative instruments and related hedged items under Statement 133 and its
related interpretations, and the effects of these instruments on the entity’s
financial position, financial performance, and cash flows. This statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2008. The Company does not
expect its adoption of SFAS 161 to have a material impact on its financial
position, results of operations or cash flows.
 
 In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States.  This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
 
 In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS157-3”), with an immediate effective
date, including prior periods for which financial statements have not been
issued.FSPFAS157-3 amends FAS 157 to clarify the application of fair value in
inactive markets and allows for the use of management’s internal assumptions
about future cash flows with appropriately risk-adjusted discount rates when
relevant observable market data does not exist.  The objective of FAS 157
has not changed and continues to be the determination of the price that would be
received in an orderly transaction that is not a forced liquidation or
distressed sale at the measurement date.  The adoption ofFSPFAS157-3
is not expected to have a material effect on the Company’s financial position,
results of operations or cash flows.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
  8
 
 Israeli
Historical Sight Seeing Co.
 (A
Development Stage Company)
 Notes
to Financial Statements
 September 30,
2008
 (Unaudited)
   Note 3 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $20,417 and net cash used in operations of $9,087 for the nine months ended
September 30, 2008; and a working capital and stockholders’ deficit of $12,349
and a deficit accumulated during the development stage of $38,291 at September
30, 2008.  In addition, the Company is in the development stage and
has not yet generated any revenues.
 
 The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities as well as continued efforts in
obtaining debt or equity based financing. The accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 Note 4 Stockholders’ Equity
(Deficit)
 
 (A) Common
Stock Issuances
 
 In May
2007, the Company issued 6,000,000 shares of common stock, having a fair value
of $600 ($0.0001/share), to its Chairman, CEO and Director for services
rendered.
 
 In
September 2007, the Company issued 5,000 shares of common stock to third party
investors under a private placement for $250 ($0.05/share).
 
 In July
2007, the Company issued 4,000 shares of common stock to third party investors
under a private placement for $200 ($0.05/share).
 
 In August
2007, the Company issued 166,000 shares of common stock to third party investors
under a private placement for $8,300 ($0.05/share).
 
 In
September 2007, the Company issued 58,000 shares of common stock to third party
investors under a private placement for $2,900 ($0.05/share).
 
 In
September 2007, the Company issued 44,000 shares of common stock to related
parties under a private placement for $2,200 ($0.05/share).
 
 In
October 2007, the Company issued 165,700 shares of common stock to third party
investors under a private placement for $8,285 ($0.05/share).
  (B) Contributed
Capital – Related Party
 
 During
2008, the Company received $3,207 from the Company’s Chairman, CEO and Director
to fund expenses of the Company. The Company recorded this as contributed
capital.




9




Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations – Plan of Operation
  Except
for the historical information contained herein, the discussion in this
Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the federal securities laws that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this document should be read as
applicable to all related forward-looking statements wherever they appear in
this document. Our actual results could differ materially from those discussed
herein. Factors that could cause or contribute to such differences include those
discussed below in "Risk Factors," as well as those discussed elsewhere herein.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to update any forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence or identification of unanticipated events.
  Overview
  Israeli
Historical is focused on becoming a travel service oriented company which will
seek to generate revenues from travelers who require an intimate, professional
and personal guided tour through historical Jerusalem. We intend to provide our
customers with a unique opportunity to explore the ancient architecture of the
city of Jerusalem. With adequate funding we feel that we will be well positioned
to execute our business plan.
  Plan
of Operation
  We have
not had any revenues since our inception on May 22, 2007.  Over the
next twelve months we intend to create a customer base for our tour guide
service. We are currently focusing on the development of our website and to
enter into strategic partnerships with the travel and leisure distributors. We
will also focus on executing our advertising strategy.
  We intend
to develop our blog and cross market it with other internet travel sites. In the
next twelve months we intend to focus on starting and building up our business
and starting to offer personalized tours.  We plan to take part in
various trade shows to promote our service to travel and booking agents. Any
relationship we arrange with travel and booking agents will be
non-exclusive.
  We do not
have any immediate intention to hire any full time employees, all functions will
be handled by our sole officer and director. As we grow, we will consider hiring
salespersons to assist our officer with bookings and other administrative
functions. However, within the next twelve months, we intend to engage
independent drivers as tours guides. Our independent drivers will be compensated
solely on a percentage of the sales until such time that our revenues
increase.
  In
addition, we plan to register with the ministry of tourism as a listed tour
guide company which we feel will give us added exposure and drive business to
our company.
  We
therefore expect to incur the following costs in the next twelve months in
connection with our business operations:
  Radio
      and print advertisement:
              
              $
              25,000General
      administrative costs:
              
              $
              25,000Internet
      development cost
              
              $
              15,000Total
      expenditures over the next 12 months are therefore expected to be
              
              $
              65,000
  We do not
have sufficient capital to operate our business and will require additional
funding to sustain operations through the next twelve months. There is no
assurance that we will have revenue in the future or that we will be able to
secure the necessary funding to develop our business.
  10
  Liquidity
and Capital Resources
  In a
private placement completed in November 2007, we raised $22,135 from the 50
selling security holders. The proceeds from the sale of the shares were used to
fund our operating expenses which include professional fees and general and
administrative expenses. As of September 30, 2008, the Company had a cash
balance of $31. The Company does not believe that such funds will be sufficient
to fund its expenses over the next twelve months. We will have to raise the
funds to pay for our operating expenses over the next twelve
months.  We may also have to borrow money from shareholders or issue
debt or equity or enter into a strategic arrangement with a third
party.   There can be no assurance that additional capital will be
available to the Company. The Company currently has no agreements, arrangements
or understandings with any person to obtain funds through bank loans, lines of
credit or any other sources.  Since the Company has no such
arrangements or plans currently in effect, its inability to raise funds for the
above purposes will have a severe negative impact on its ability to remain a
viable company.
 Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements.
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
  We do not
invest in any securities that are subject to market or interest rate
risk.  Our cash is held in cash or cash equivalents. At September
30, 2008, we had no cash equivalents.
  Item
4. Controls and Procedures
  (a) Evaluation of disclosure controls
and procedures.Our principal executive officer and principal financial
officer, Mark Wallerstein, reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)
and 15(d)-15(e)) as of the end of the period covered by this Form 10-Q (the
“Evaluation Date”). Based on that evaluation, Mr. Wallerstein concluded that our
disclosure controls and procedures were effective as of the Evaluation Date in
providing them with material information relating to us in a timely manner, as
required to be disclosed in the reports we file under the Exchange
Act.
  (b) Changes in internal control over
financial reporting.There was no change in the Company's internal
control over financial reporting that occurred during the period covered by this
Form 10-Q that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
  11
  Part
II. Other Information
  Item 1. Legal
Proceedings.
  None.
  Item 1A.
Risk Factors.
  Risk
Factors Relating to Our Company
  1.We are a
development stage
company with no operating history and may never be able to effectuate our
business plan or achieve any revenues or profitability; at this stage of our
business, even with our good faith efforts, potential
investors have a
high probability of losing their entire investment.
  We are
subject to all of the risks inherent in the establishment of a new business
enterprise.  Our Company was established on May 22,
2007.  Although we have begun initial investigations into the travel
service industry, we may not be able to successfully effectuate our
business.  There can be no assurance that we will ever achieve any
revenues or profitability. The revenue and income potential of our proposed
business and operations is unproven, and the lack of operating history makes it
difficult to evaluate the future prospects of our business.  We have
not generated any revenues to date.  Accordingly, our prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered in establishing a new business, and our Company is a highly
speculative venture involving significant financial risk.
  2. We expect
losses in the future because we have no revenue to offset losses.
 
 As we
have no current revenue, we are expecting losses over the next 12 months because
we do not yet have any revenues to offset the expenses associated with the
development and implementation of our business plan. We cannot guarantee that we
will ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations.  There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating revenues
or ever achieve profitable operations.
  3.We have a going concern opinion from
our auditors, indicating the possibility that we may not be able to continue to
operate.
  We have
not yet established an ongoing source of revenues.  As reflected in
the accompanying financial statements, the Company has a net loss of $38,291 and
net cash used in operations from the period May 22, 2007 (date of inception) to
September 30, 2008 was $25,311. We had a working capital and stockholders’
deficit of $12,349 and an accumulated deficit during our development stage of
$38,291 at September 30, 2008.  Furthermore, we anticipate generating
losses for the next 12 months.  These factors raise substantial doubt
that we will be able to continue operations as a going concern. Our ability to
continue as a going concern is dependent upon our generating cash flow
sufficient to fund operations and reducing operating expenses. Our business
strategy may not be successful in addressing these issues.  If we
cannot continue as a going concern, our stockholders may lose their entire
investment in us.
 4. If we are
unable to obtain additional funding, our business operations will be
harmed.  Even if we do obtain additional financing then our existing
shareholders may suffer substantial dilution.
 
 We will
require additional funds to implement our business plan. We anticipate that we
will require a minimum of $65,000 to fund our planned activities for the next
twelve months. We hope to raise this capital through the sale of our securities
in a private placement.  The inability to raise the required capital
will restrict our ability to grow and may reduce our ability to continue to
conduct business operations.  If we are unable to obtain necessary
financing, we will likely be required to curtail our development plans which
could cause the Company to become dormant. We currently do not have any
arrangements or agreements to raise additional capital. Any additional equity
financing may involve substantial dilution to our then existing
shareholders.
  12
  5. The revenue
of our business model is unproven and our success is dependent on our ability to
develop and then expand our customer base.
  We intend
to generate revenues from the provision of professional, personalized guided
tours for visitors to Jerusalem.  Jerusalem is uniquely position among
cities of the world because of its crucial role in religious history as a holy
city for three great monotheistic religions: Judaism, Christianity, and Islam.
Religious customers will be able to design a pilgrimage to suit their specific
religion needs.
  We hope
to complete the development of our website by December 31, 2008. We hope to
utilize the website in our efforts to create strategic partnerships with travel
and special event companies that will result in reciprocal advertising on each
other's web site or other cross promotional print advertising.  The
partnerships that we develop will enable us to grow our customer base and expand
our business by increasing exposure to our website to individuals that view
these sponsors' web sites.
  Even if
we are able to create strategic partnerships with travel and special events
companies, it is not possible for us to predict the future level of demand for
our services and we are subject to risk associated with fluctuations in the
travel services industry.
  6. We may not be
able to compete with current and potential competitors, some of whom have
greater resources and experience than we do.
 
 The tour
guide market is intensely competitive, highly fragmented and subject to rapid
change. We do not have the resources to compete with our existing competitors or
with any new competitors. We compete with many tour guide companies and taxi
services, that may have significantly greater personnel, financial, managerial,
and technical resources than we do. Competition from other companies with
greater resources and name recognition may result in our failure to maintain or
expand our business as we may never be able to develop clients for our
services.
  7. We may face
damage to our professional reputation if our future clients are not satisfied
with our services. In this case, it is unlikely that we will be able to obtain
future engagements. If we are unable to obtain engagements, investors are likely
to lose their entire investment.
  As a
travel service firm, we depend and will continue to depend to a large extent on
referrals and new engagements from our former customers as we will attempt to
establish a reputation for high-caliber professional tour guide service company
and integrity to attract and customers. As a result, if a customer is not
satisfied with our services, such lack of satisfaction may be more damaging to
our business than it may be to other businesses. Accordingly, no assurances can
be given that we will obtain customers in the foreseeable future.
  8. We are
heavily dependent upon Mr. Mark Wallerstein, our sole officer and
director.  The loss of Mr. Wallerstein, upon whose relationships,
knowledge, leadership and technical expertise  we rely, would harm our
ability to execute our business plan.
   We are
dependent on the continued contributions of Mark Wallerstein, our sole officer
and director, whose relationships, knowledge, leadership and experience in the
tour guide service industry would be difficult to replace. Our success is also
heavily dependent on our ability to  attract and retain experienced
agents and sales professionals to market and refer customers to our
business.  We do not currently have any contracts or agreements with
travel agents to refer business.  We do not maintain any key person
insurance on Mr. Wallerstein.  If we were to lose his services, our
ability to execute our business plan would be harmed and we may be forced to
cease operations until such time as we could hire a suitable replacement for Mr.
Wallerstein.
  9. We face
intense competition that may lead to downward pricing, or an inability to raise
prices, with could have a material adverse impact on our financial
results.
  The
market in which we operate is highly competitive. Our business is subject to
intense price competition, which, potentially, will make it difficult for the
Company to determine service prices and maintain adequate profits. The tour
companies against whom we will compete, have access to substantial capital, and
may seek to compete aggressively on the basis of pricing. To the extent that we
do not match or remain within a reasonable competitive distance from our
competitors’ pricing, it could also have a material adverse impact on our
results of operations, as we may lose sight seeing volume. The Internet has
increased pricing transparency among sight seeing companies by enabling
customers, including tourists and business travelers, to more easily obtain the
lowest rates available from tour guide companies. Such intensified price
competition may adversely affect the Company’s profits, especially in terms of
possible decreases in demand.
  13
  10.        
We are impacted by weather conditions. Extreme rain or cold conditions limits
our prospects of booking tours.
  We will
depend heavily on favorable weather conditions. We will benefit from having good
conditions at the tour locations and moderate temperatures to permit our
customers to enjoy their tour. We have no control over weather conditions or
perceived weather conditions. However, our business and revenues will be
severely impacted during periods of inclement weather conditions.
  11.        
Our Chief Executive Officer owns a majority of the outstanding shares of our
common stock and other stockholders may not be able to influence control of the
company or decision making by management of the company.
  Our Chief
Executive Officer, Mark Wallerstein presently owns 93% of our outstanding
common.  As a result, our Chief Executive Officer has substantial
control over all matters submitted to our stockholders for approval including
the following matters: election of our board of directors; removal of any of our
directors; amendment of our Certificate of Incorporation or bylaws; and adoption
of measures that could delay or prevent a change in control or impede a merger,
takeover or other business combination involving us. Other stockholders may find
the corporate decisions influenced by our Chief Executive Officer are
inconsistent with the interests of other stockholders.  In addition,
other stockholders may not be able to change the directors and officers, and are
accordingly subject to the risk that management cannot manage the affairs of the
company in accordance with such stockholders’ wishes.
  12.          If
we are unable to recruit, motivate and retain qualified drivers, our business,
financial condition, results of operations and cash flows could be materially
and adversely affected.
  The
success of our business will depend upon our ability to attract and retain
through independent contractor or other arrangements, qualified drivers who
possess the skills and experience necessary to meet the needs of our operations.
We compete in markets in which unemployment is generally relatively low and the
competition for independent drivers and other employees is intense. In addition,
the independent drivers we hope to utilize will be responsible for all vehicle
expense including maintenance, insurance, fuel and all other operating costs. We
will make every reasonable effort to include fuel cost adjustments in customer
billings that are paid to independent drivers to offset the impact of fuel price
increases. However, if future fuel cost adjustments are insufficient to offset
independent drivers’ costs, we may be unable to attract a sufficient number of
independent drivers.
  We will
continually evaluate and upgrade our pool of available independent drivers to
keep pace with demands for tour guide services. We cannot assure you that
qualified drivers will be available in sufficient numbers and on terms
acceptable to us. The inability to attract and retain qualified drivers, could
materially and adversely affect our business, financial condition, results of
operations and cash flows.
  13.         
We may be unable to offer certain historical venues due to government
restrictions or due to archeological renovations, which may have an adverse
effect on our business.
  We will
be targeting venues that are readily accessible.  Although we intend to
source that are open to the public, some venues may become restricted due to the
changing political climate or due to digs and renovations.  If the business
requires certain venues that prove to be unavailable, we may not be able to
fulfill our obligations.  Failure to fulfill contracted obligations may
result in serious financial costs which may have a serious effect on our ability
to survive.
  14
  14.          Political and
Military Conditions in Israel may affect our operations.
  We are
incorporated under the laws of the State of Nevada but our operations will be
located in Israel. We are directly affected by the political, economic and
military conditions affecting Israel. Any major hostilities involving Israel or
the interruption or curtailment of trade between Israel and its present trading
partners could materially adversely affect our business, financial condition and
results of operations.  Since the establishment of the State of Israel
in 1948, hostility has existed, varying in degree and intensity, between Israel
and the Arab countries. In addition, Israel and companies doing business with
Israel have been subject to an economic boycott by the Arab countries. Although
Israel has entered into agreements with some Arab countries and the Palestinian
Authority, and various declarations have been signed in connection with efforts
to resolve some of the economic and political problems in the Middle East, there
has been a significant increase in violence since September 2000 which continued
with varying levels of severity through 2004. Since the death of Yasser Arafat
in 2004, low-level negotiations between Israel and Palestinian representatives
have been renewed. Nevertheless, the political and security situation in Israel
may result in certain parties with whom we may contract claiming that they are
not obligated to perform their commitments under those agreements pursuant to
force majeure provisions. In addition, recently there was an escalation in
violence among Israel, Hamas, the Palestinian Authority and other groups, as
well as extensive hostilities along Israel’s northern border with Lebanon in the
summer of 2006, and extensive hostilities along Israel’s border with the Gaza
Strip since June 2007 when the Hamas effectively took control of the Gaza Strip,
which have intensified since February 2008.
  Any
hostilities involving Israel and could directly adversely affect our operations
in a number of ways.  Historically, the level of tourism in Israel
decreases when hostilities increases and could make it more difficult for us to
raise capital. Furthermore, our employees and independent contractors will be
located in Israel, which could still face a renewal of civil unrest, terrorist
activity and military action. Currently, we do not have business interruption
insurance and it is unlikely that we will obtain such insurance. Security and
political conditions will have a direct adverse effect on our business. Any
future armed conflicts or political instability in the region would negatively
affect business conditions and harm our results of operations.
  Furthermore,
all non-exempt male adult permanent residents of Israel especially under the age
of 40, are obligated to perform military reserve duty and may be called to
active duty under emergency circumstances. In the past there have been
significant call-ups of military reservists, and it is possible that there will
be additional call-ups in the future. While our goal is to operate effectively
despite these conditions, we cannot assess the impact these conditions may have
on us, particularly if emergency circumstances occur. Our operations could be
disrupted by the absence for a significant period of one or more of our
executive officers or key employees or a significant number of our other
employees due to military service. Any disruption in our operations would harm
our business.
  15.          We may be adversely affected by a
change in the exchange rate of the New Israeli Shekel against the U.S.
dollar.
  Because
exchange rates between the New Israeli Shekel, or NIS, and the U.S. dollar
fluctuate continuously, exchange rate fluctuations, particularly larger periodic
devaluations, may have an impact on our profitability and period-to-period
comparisons of our results. In 2002 and 2005 the rate of devaluation of the NIS
against the dollar was 7.3% and 6.8% respectively, while in 2003, 2004 and 2006
the NIS appreciated in value in relation to the dollar by 7.6% 1.6% and 8.2%,
respectively. In 2007 the rate of the revaluation of the NIS against the dollar
was 9%.
  Since our
operations will be based in Israel, our revenues will be denominated in NIS, our
expenses, primarily labor expenses will accrue in NIS. Additionally, certain
assets, as well as a portion of our liabilities, will be denominated in NIS.
 Our results may be adversely affected by the devaluation of the NIS in
relation to the dollar (or if such devaluation is on lagging basis), if our
revenues in NIS are higher than our expenses in NIS and/or the amount of our
assets in NIS are higher than our liabilities in NIS. Alternatively, our results
may be adversely affected by appreciation of the NIS in relation to the dollar
(or if such appreciation is on a lagging basis), if the amount of our expenses
in NIS are higher than the amount of our revenues in NIS and/or the amount of
our liabilities in NIS are higher than our assets in NIS.
  15
  Risks
Relating To Our Common Shares
  16.          We
may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
  Our
Articles of Incorporation authorizes the issuance of 700,000,000 shares of
common stock, of which 6,442,700 shares are issued and outstanding. The future
issuance of common stock may result in substantial dilution in the percentage of
our common stock held by our then existing shareholders. We may value any common
stock issued in the future on an arbitrary basis. The issuance of common stock
for future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might have
an adverse effect on any trading market for our common stock.
  17.          Our
common shares are subject to the "Penny Stock" Rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
  ·
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and·
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
  In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
  ·
              obtain
      financial information and investment experience objectives of the person;
      and·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.
  The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
  ·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
  Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our Common shares and cause a decline in the market value of our
stock.
  Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
  16
  The
offering price of our common stock could be higher than the market value,
causing investors to sustain a loss of their investment.
  The price
of our common stock in this offering has not been determined by any independent
financial evaluation, market mechanism or by our auditors, and is therefore, to
a large extent, arbitrary. Our audit firm has not reviewed management's
valuation, and therefore expresses no opinion as to the fairness of the offering
price as determined by our management. As a result, the price of the common
stock in this offering may not reflect the value perceived by the market. There
can be no assurance that the shares offered hereby are worth the price for which
they are offered and investors may therefore lose a portion or all of their
investment.
  18.          State
securities laws may limit secondary trading, which may restrict the states in
which and conditions under which shareholders can sell their shares of Common
Stock.
  Secondary
trading in common stock sold in this offering will not be possible in any state
until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in
certain recognized securities manuals, is available for secondary trading in the
state. If we fail to register or qualify, or to obtain or verify an exemption
for the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a resident of
that state. In the event that a significant number of states refuse to permit
secondary trading in our common stock, the liquidity for the common stock could
be significantly impacted thus causing you to realize a loss on your
investment.
  19.          Currently,
there is no public market for our securities, and there can be no assurances
that any public market will ever develop or that our common stock will be quoted
for trading and, even if quoted, it is likely to be subject to significant price
fluctuations.
  There has
not been any established trading market for our common stock, and there is
currently no public market whatsoever for our securities. In addition, our
common stock is unlikely to be followed by any market analysts, and there may be
few institutions acting as market makers for our common stock. Either of these
factors could adversely affect the liquidity and trading price of our common
stock. Until our common stock is fully distributed and an orderly market
develops in our common stock, if ever, the price at which it trades is likely to
fluctuate significantly. Prices for our common stock will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity of the market for shares of our common stock, developments affecting
our business, including the impact of the factors referred to elsewhere in these
Risk Factors, investor perception of the Company and general economic and market
conditions.  No assurances can be given that an orderly or liquid market
will ever develop for the shares of our common stock.
  20.          If
a market develops for our shares, sales of our shares relying upon rule 144 may
depress prices in that market by a material amount.
  The
majority of the outstanding shares of our common stock held by present
stockholders are "restricted securities" within the meaning of Rule 144 under
the Securities Act of 1933, as amended.
  17
  As
restricted shares, these shares may be resold only pursuant to an effective
registration statement, such as this one (for the shares registered hereunder)
or under the requirements of Rule 144 or other applicable exemptions from
registration under the Act and as required under applicable state securities
laws. On November 15, 2007, the SEC adopted changes to Rule 144, which, would
shorten the holding period for sales by non-affiliates to six months (subject to
extension under certain circumstances) and remove the volume limitations for
such persons.   The changes became effective in February 2008.
Rule 144 provides in essence that an affiliate who has held restricted
securities for a prescribed period may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
1.0% of a company's outstanding common stock. The alternative average weekly
trading volume during the four calendar weeks prior to the sale is not available
to our shareholders being that the OTCBB (if and when listed thereon) is not an
"automated quotation system" and, accordingly, market based volume limitations
are not available for securities quoted only over the OTCBB. As a result of the
revisions to Rule 144 discussed above, there is no limit on the amount of
restricted securities that may be sold by a non-affiliate (i.e., a stockholder
who has not been an officer, director or control person for at least 90
consecutive days) after the restricted securities have been held by the owner
for a period of six months, if the Company has filed its required reports..
 A sale under Rule 144 or under any other exemption from the Act, if
available, or pursuant to registration of shares of common stock of present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.
  21.          Any
trading market that may develop may be restricted by virtue of state securities
“Blue Sky” laws which prohibit trading absent compliance with individual state
laws. These restrictions may make it difficult or impossible to sell shares in
those states.
  There is
no public market for our common stock, and there can be no assurance that any
public market will develop in the foreseeable future.  Transfer of our
common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as “Blue Sky” laws.  Absent compliance with such
individual state laws, our common stock may not be traded in such jurisdictions.
 Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities. These restrictions prohibit the secondary
trading of our common stock. We currently do not intend to and may not be able
to qualify securities for resale in approximately 17 states which do not offer
manual exemptions and require shares to be qualified before they can be resold
by our shareholders. Accordingly, investors should consider the secondary market
for our securities to be a limited one.
  22.          We
may issue shares of preferred stock in the future that may adversely impact your
rights as holders of our common stock.
  Our
Articles of Incorporation authorizes us to issue up to 20,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have the
authority to fix and determine the relative rights and preferences of preferred
shares, as well as the authority to issue such shares, without further
stockholder approval. As a result, our board of directors could authorize the
issuance of a series of preferred stock that would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to the
redemption of such preferred shares, together with a premium, prior to the
redemption of the common stock. To the extent that we do issue such additional
shares of preferred stock, your rights as holders of common stock could be
impaired thereby, including, without limitation, dilution of your ownership
interests in us. In addition, shares of preferred stock could be issued with
terms calculated to delay or prevent a change in control or make removal of
management more difficult, which may not be in your interest as holders of
common stock.
  18
  23.         We may
be exposed to potential risks resulting from new requirements under
Section 404 of the Sarbanes-Oxley Act of 2002.
  We are
required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to
include in our annual report our assessment of the effectiveness of our internal
control over financial reporting. We do not have a sufficient number of
employees to segregate responsibilities and may be unable to afford increasing
our staff or engaging outside consultants or professionals to overcome our lack
of employees.
  Because
we are not subject to compliance with rules requiring the adoption of certain
corporate governance measures, our stockholders have limited protections against
interested director transactions, conflicts of interest and similar
matters.
  The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities which are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than necessary, we
have not yet adopted these measures.
  Because
we only have one non-independent director, we do not currently have independent
audit or compensation committees. As a result, the director has the ability,
among other things, to determine his own level of compensation. Until we comply
with such corporate governance measures, regardless of whether such compliance
is required, the absence of such standards of corporate governance may leave our
stockholders without protections against interested director transactions,
conflicts of interest and similar matters and investors may be reluctant to
provide us with funds necessary to expand our operations.
  The costs
to meet our reporting and other requirements as a public company subject to the
Exchange Act of 1934 will be substantial and may result in us having
insufficient funds to expand our business or even to meet routine business
obligations.
  As a
public company, we incur ongoing expenses associated with professional fees for
accounting, legal and a host of other expenses for annual reports and proxy
statements. We estimate that these costs will range up to $50,000 per year for
the next few years and will be higher if our business volume and activity
increases but lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result,
we may not have sufficient funds to grow our operations.
  19
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
 
 Item
3. Defaults Upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 None.
 
 Item
5. Other Information.
 
 None.
 
 Item
6. Exhibits.
 
 The
exhibits listed on the Exhibit Index (following the signature page of this
Quarterly Report) are included or incorporated by reference, in this Quarterly
Report.
  20
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
 ISRAELI
      HISTORICAL SIGHT SEEING CO.Dated:
      November 24, 2008
              By:
              /s/
      Mark WallersteinMark
      Wallerstein
                President,
      Chief Executive Officer and Director
                (Principal
      Executive Officer and Principal Financial Officer)
    EXHIBIT
INDEX
 
 Number
              
              Exhibit Table31.1
              
              Certificate
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
              
              Certificate
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
              
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.