UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
      1934





For the
      quarter period ended September 30,
2008





(  )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
  ACT





For the
      transition period
      form                                                      
      toCommission File
      number    333-151708





QELE RESOURCES
      INC.


(Exact name of small
business issuer as specified in its charter)





Nevada
            98-0560939(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





Lot 25, Mananikorovatu Road, 8 Miles Makoi,
      Nausori, Fiji(Address
      of principal executive offices)





679-347-5363(Issuer’s
      telephone number)





N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





October  1,
2008: 2,605,500 common shares





Transitional
Small Business Disclosure format (Check one):   Yes
[   ]  No [X]











-1-














INDEX





Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM 1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at September 30, 2008 and March 31, 2008
            4Statement
      of Operations
              For
      the three and six months ended September 30, 2008 and 2007 and from
      Inception (March 15, 2007) to September 30, 2008
            5Statement
      of Cash Flows
              For
      the six months ended September 30, 2008 and 2007and from Inception (March
      15, 2007) to September 30, 2008
            6Notes
      to the Financial Statements.
            7ITEM 2.
            Management’s
      Discussion and Analysis or Plan of Operations
            14ITEM 3.
            Controls
      and Procedures
            28PART
      11.
            OTHER
      INFORMATION
            28ITEM 1.
            Legal
      Proceedings
            28ITEM 2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            28ITEM 3.
            Defaults
      Upon Senior Securities
            28ITEM 4.
            Submission
      of Matters to a Vote of Security Holders
            28ITEM 5.
            Other
      Information
            28ITEM 6.
            Exhibits
      and Reports on Form 8-K
            29SIGNATURES.
            30











-2-











PART
1 – FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS




The
accompanying balance sheets of Qele Resources Inc. (an exploration stage
company) at September 30, 2008 (with comparative figures as at March 31, 2008)
and the statement of operations for the three and six months ended September 30,
2008 and 2007 and from inception  (March 15, 2007) to September 30,
2008, and the statement of cash flow for the six months ended September 30, 2008
and 2007 and from inception (March 15, 2007) to September 30, 2008 have been
prepared by the Company’s management in conformity with accounting principles
generally accepted in the United States of America.  In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.





Operating
results for the quarter ended September 30, 2008 are not necessarily indicative
of the results that can be expected for the year ending March 31,
2009.











-3-





QELE
RESOURCES INC.


(An
Exploration Stage Company)





Balance
Sheets


(In US
Dollars)





(Unaudited)





Sept.
      30,2008
            March
      31,2008ASSETSCurrent
      AssetsCash
            3,044
            16,710Total
      Current Assets
            3,044
            16,710Equipment
            0
            0TOTAL
      ASSETS
            3,044
            16,710LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
            8,151
            7,720Due
      to Directors
            7,501
            7,084Total
      Current Liabilities
            15,652
            14,804Long
      term Liabilities
            0
            0Total
      Liabilities
            15,652
            14,804Equity
      (Deficit)500,000,000
      Common Shares Authorized with aPar
      Value of $0.001 per Share
              2,605,500
      Shares Issued(March
      31, 2008 – 2,605,500 Shares Issued)
            2,606
            2,606Additional
      Paid-in Capital
            41,370
            33,570Accumulated
      deficit during exploration stage
            (56,584)
            (34,270)Total
      Stockholders’ Equity (Deficit)
            (12,608)
            1,906TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY(DEFICIT)
            3,044
            16,710





The
accompanying notes are an integral part of these unaudited financial
statements.








-4-








QELE
RESOURCES INC.


(An
Exploration Stage Company)





Statements
of Operations


(In US
Dollars)





(Unaudited)





For
      the three
              months
      ended
              Sept. 30, 2008
            For
      the three months ended
              Sept.  30, 2007
            For
      the six
              months
      ended
              Sept. 20, 2008
            For
      the six
              months
      ended
              Sept. 30, 2007
            From
      inception
              (March
      15, 2007)
              to
              Sept. 30, 2008Revenue
            0
            0
            0
            0
            0ExpensesExploration
            0
            0
            0
            0
            6,173General
      and administrative
              expenses
            11,274
            0
            22,314
            750
            45,411Recognition
      of anImpairment
      Loss
              (Mineral
      Claims)
            0
            0
            0
            5,000
            5,00011,274
            0
            22,314
            5,750
            56,584Net
      Income (Loss)
            (11,274)
            (0)
            (22,314)
            (5,750)
            (56,584)Basic
      & Diluted(Loss)
      per Common Share
            (0.004)
            (0.000)
            (0.009)
            (0.000)Weighted
      AverageNumber
      of Common
              Shares
            2,605,500
            2,000,000
            2,605,000
            2,000,000





The
accompanying notes are an integral part of these unaudited financial
statements.








-5-








QELE
RESOURCES INC.


(An
Exploration Stage Company)





STATEMENTS
OF CASH FLOWS


(In US
Dollars)





(Unaudited)





For  the
      sixmonths
      ended
              Sept. 30, 2008
            For
      the sixmonths
      ended
              Sept. 30, 2007
            From
      inception
              (March
      15, 2007)to
              Sept. 30, 2008Operating ActivitiesNet
      Income (Loss)
            (22,314)
            (750)
            (56,584)Recognition
      of an Impairment Loss(Mineral
      Claim)
            -
            5,000
            5,000Contributed
      expenses
            7,800
            0
            11,700Accounts
      Payable
            431
            0
            8,151Net
      Cash used in Operating Activities
            (14,083)
            4,250
            (31,733)Investing ActivitiesPurchase
      of Mineral Claim
            0
            (5,000)
            (5,000)Net
      Cash used by Investing ActivitiesFinancing ActivitiesAdvances
      from Directors
            417
            (1,250)
            7,501Shares
      issued
            0
            2,000
            2,606Additional
      Paid-in-Capital
            0
            0
            29,670Net
      Cash provided from FinancingActivities
            417
            750
            39,777Change
      in cash during the period
            (13,666)
            0
            3,044Cash
      at the Beginning of Period
            16,710
            0
            0Cash
      at end of Period
            3,044
            0
            3,044





Supplemental
      disclosure of cash flowinformation:Cash
      paid for:Interest
            
            
            $  -Income taxes
            
            
            $  -








The
accompanying notes are an integral part of these unaudited financial
statements.








-6-











QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





(Unaudited)





Note 1
-                      ORGANIZATION
AND DESCRIPTION OF BUSINESS





Qele
Resources Inc. was organized under the laws of the State of Nevada on March 15,
2007 to explore mineral properties in the Republic of Fiji.





Qele
Resources was formed to engage in the exploration of mineral properties for gold
and silver.   The Company purchased a 100% interest in the
minerals of a mineral claim, known as Levuka Gold Claim, consisting of one-9
unit claim block containing 83.4 hectares located on the Fijian island of
Ovalau.





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





a.           Accounting
Methods





The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a March 31 year-end.





b.           Revenue
Recognition





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
good delivered, the contract price is fixed or determinable, and collectibility
is reasonable assured.





c.           Income
Taxes





The
Company prepares its tax returns on the accrual basis.   As at
September 30, 2008, the Company had accumulated net operating losses carried
forward of $56,584 for income tax purposes.   The tax benefit of
approximately $17,000 from the loss carried forward has been fully offset by a
valuation reserve because the future tax benefit is undeterminable since the
Company is unable to establish a predictable projection of operating profits for
the future years.  Losses will expire on 2028.











-7-










QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





(Unaudited)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





d.           Foreign
currency translation





The
Company has adopted the US dollar as its functional and reporting
currency.





In
accordance with FASB/FAS 52 paragraph 12, “All elements of the financial
statements shall be translated by using a current exchange
rate.   For assets and liabilities, the exchange rate at the
balance sheet date shall be used. For revenue, expenses, gains and losses, the
exchange rate at the date of which those elements are recognized shall be
used.  Because translation at the exchange rates at the dates the
numerous revenue, expenses, gains and losses are recognized is generally
impractical, an appropriately weighted average exchange rate for the period may
be used to translate those elements.”





e.           Use
of Estimates





The
preparation of the financial statements in conformity with generally accepted
accounting principles 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.   Actual results could differ from those
estimates.





f.           Advertising
and Market Development





The
company expenses advertising and market development costs as
incurred.





g.           Assets





The
Company holds no assets other than cash as at September 30, 2008 and no assets
other than cash as at March 31, 2008.





Sept. 30, 2008
            March 31, 2008ASSETSCurrent
      AssetsCash
            3,044
            16,710Total
      Current Assets
            3,044
            16,710Fixed
      Assets
            0
            0TOTAL
      ASSETS
            3,044
            16,710









-8-





QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





(Unaudited)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Mineral
Property.





The
Levuka Gold Claim is owned 100% by the Company and is consists of one-9 unit
claim block containing 83.4 hectares located 28 south-east coast of the Fijian
island of Ovalau, in between Suva and Sigatoka, Fiji.





The
proposed work program includes geological mapping, geophysical surveying and
geochemical surveying and surface sampling.  The anticipated costs of
this exploration program are expected to be done under Phase 1 as more fully
outlined below.





Phase
I





Fijian Dollar
            U.S Dollars1.
            Geological
      Mapping
            $   7,000
            $    4,7202.
            Geophysical
      Surveying
            9,200
            6,2053.
            Geochemical
      surveying and surface sampling(including
      sample collection and assaying)
            22,000
            14,839Total of Phase 1
            $
      38,200
            $
      25,764





Depending
upon the results of Phase I, the Company will decided upon the work program for
Phase II.





In
accordance with FASB No. 89 “Additional Disclosure by Enterprises with Mineral
Resources Assets” the Company since inception (March 15, 2007) has yet to
establish a proven or probable mining reserves and has no quantities of proved
mineral reserves or probable mineral reserves.   Moreover, the
Company has not purchased or sold proven or probable minerals reserves since
inception.  Due to the fact that the Company has no proven or probable
mining reserves the Company will record its exploration and development costs
within operating expenses, as opposed to capitalizing those costs.











-9-

















QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





(Unaudited)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Mineral
Property - Continued.





Exploration
costs have been translated to US dollars at the rate of $1.00 Fijian dollar to
$0.67151 US dollars.





h.           Income





Income
represents all the Company’s revenue less all its expenses in the periods
incurred.   The Company has no revenue as at September 30, 2008
and 2007 and has paid expenses of $22,314 for the six months ended September 30,
2008 and $56,584 for the period from inception (March 15, 2007) to September 30,
2008





In
accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject
to Amortization”, a recognized intangible asset shall be amortized over its
useful life to the reporting entity unless that life is determined to be
indefinite.  If an intangible asset has a finite useful life, but the
precise length of that life is not known, that intangible asset shall be
amortized over the best estimate of its useful life.   The method
of amortization shall reflect the pattern in which the economic benefits of the
intangible assets are consumed or otherwise used up.   If that
pattern cannot be reliably determined, a straight-line amortization method shall
be used.  An intangible asset shall not be written down or off in the
period of acquisition unless it becomes impaired during that
period.





The
Company has determined that its Levuka Gold Claim is held and used for
Impairment, as per SFAS 121: “Accounting for the Impairment of Long-Live
Assets.”  The Company’s determination is based on its current period
operating losses with the Company’s history of operating losses and its
projection that demonstrates continuing losses associated with the Levuka Gold
Claim.





In
accordance with FASB 144, 25, “An impairment loss recognized for a long-lived
asset (asset group) to be held and used shall be included in income from
continuing operations before income taxes in the income statement of a business
enterprise and in income from continuing operations in the statement of
activities of a not-for-profit organization.   If a subtotal such
as “income from operations” is presented, it shall include the amount of that
loss.”  The Company has recognized the impairment of a long-lived
asset by declaring that amount as a loss in income from operations in accordance
with an interpretation of FASB 144.








-10-








QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





(Unaudited)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





i.           Basic
Income (Loss) Per Share





In
accordance with SFAS No. 128 – “Earning Per Share”, the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding.  Diluted loss
per common share is computed similar to basic loss per common share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares have been issued
and if the additional common shares were dilutive.   At September
30, 2008 and 2007, the Company has no stock equivalents that were anti-dilutive
and excluded in the earnings per share computation.





Periods
ending September 30, 2008 and 2007:





Sept. 30, 2008
            Sept. 30, 2007Net
      Income (Loss)
            (22,314)
            (5,750)Basic
      & Diluted (Loss) per Share
            (0.004)
            (0.000)Weighted
      Average Number of Shares
            2,605,500
            2,000,000





j.           Cash
and Cash Equivalents





For the
purposed of the statement of cash flows, the Company considers all highly liquid
investments purchased with maturity of three months or less to be cash
equivalents.





Sept. 30, 2008
            Sept. 30, 2007ASSETSCurrent
      AssetsCash
            3,044
            0Due
      from Directors
            0
            1,250Total
      Current Assets
            3,044
            1,250








-11-








QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





(Unaudited)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





k.           Liabilities





Liabilities
are made up of current liabilities.





Current
liabilities include accounts payable of $8,151 and due to directors of $7,501 on
aggregate.





Sept. 30, 2008
            Sept. 30, 2007LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
            8,151
            0Due
      to Directors
            7,501
            0Total
      Current Liabilities
            15,652
            0





l.           Stockholders’
Equity





a)           Authorized:





500,000,000
common shares with a par value of $0.001.





b)           Issued:





As of
September 30, 2008, there were 2,605,500 common shares issued and outstanding
with 2,000,000 common shares with a value of $0.001 per share for a total of
$2,000 and 605,500 common shares with a value of $0.05 per share for a total of
$30,275.





As at
September 30, 2007 there were 2,000,000 common shares issued and outstanding
with a value of $0.001 per share for a total of $2,000.  There are no
preferred shares outstanding.





The
Company has no authorized preferred shares.





The
Company has no stock option plan, warrants or other dilutive
securities.








-12-







QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





(Unaudited)





NOTE 3
-                      GOING
CONERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the liquidation of liabilities in the normal course of
business.  However, the Company has accumulated losses and is
new.   This raises substantial doubt about the Company’s ability
to continue as a going concern.   The financial statements do not
include any adjustment that might result from this uncertainty.





As shown
in the accompanying financial statements, the Company has incurred a net loss of
$22,314 for the six months ended September 30, 2008 and $56,584 for the period
from inception (March 15, 2007) to September 30, 2008 and has not generated any
revenues.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions.   Management has plans to seek additional capital
through a private placement and public offering of its common
stock.   The financial statements do not include any adjustments
relating to the recoverability and reclassification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.








-13-










ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR


PLAN
OF OPERATIONS





The
following discussion and analysis should be read in conjunction with Qele
Resources Inc. (“Qele”, “we” or “us”) financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
infer conclusions that such results, causes or trends necessarily will continue
in the future.




The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Forward
Looking Statements





This Form
10-Q contains "forward-looking statements" that involve risks and uncertainties.
The use of words such as "anticipate", "expect", "intend", "plan", "believe",
"seek" and "estimate", and variations of these words and similar expressions to
identify such forward-looking statements. Our actual results are most likely to
differ materially from those anticipated in these forward-looking statements for
many reasons, including the risks faced by us described in the "Risk Factors"
section and elsewhere in this Form 10-Q. These forward-looking statements
address, among others, such issues as:





●
            
            the
      estimated financial information we are furnishing in this Form
      10-Q;●
            
            our
      future projected earning and cash
flows;





●
            
            the
      expansion of our business and its operations over the next few
      years;●
            
            the
      exploration of the Levuak and its future development;
  and●
            
            Our
      future expectations of development
projects.





These
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate under the circumstances. However, whether actual results and
developments will meet our expectations and predictions depend on a number of
risks and uncertainties, which could cause our actual results, performance and
financial condition to differ materially from our expectation.





Consequently,
these cautionary statements qualify all of the forward-looking statements made
in this Form 10-Q. We cannot assure you that the actual results or developments
anticipated by us will be realized or, even if substantially realized, that they
would have the expected effect on us or our business or operations.





Exploration
work on the Levuka




While we
believe the Levuka has value and the opportunity to produce favorable results
from our future exploration activities, we advise that we are in the
pre-exploration stage and have not yet generated or realized any revenue from
the Levuka.   The Levuka is considered raw land without any
significant exploration work having been carried out in the past other than some
minor work undertaken by us during the past several months as more fully
described below.





We have
not made any arrangements to raise additional cash to assist us in our
exploration of the Levuka or for working capital purposes.   We
have not considered at this time how we will raise cash as
needed.   There are several avenues available to us:






-14-







●
            
            to
      undertake either a private placement or public offering of our common
      shares;●
            
            to
      seek some form of debt financing; or●
            
            Have
      Deborah Appana and/or Ashmi Deo advance us personally
    funds.





The time
will come when we will have to make a decision as to what method of financing is
available to us and what is economic for Qele.  Even if the financing
is available, it may not be on the terms we deem unacceptable or are materially
adverse to shareholders; interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms.  Our
inability to obtain financing would have a materially adverse effect on our
ability to implement our growth strategy, and as a result, could require us to
diminish or suspend our exploration program on the Levuka and possibly cease our
operations.





We must
conduct our exploration program to determine what amount of minerals, if any,
exist on the Levuka and if there is mineralization if it is economic to extract
these minerals.   There is no point in extracting minerals unless
we can make a profit in doing so.   We will not know this for
some time since it takes years, on many occasions, to prove up an ore reserve on
any given mineral property.   There is the distinct chance we
will never prove up a mineral deposit.





Therefore,
we are not claiming to have any minerals on the Levuka at this
time.





It is
estimated that the completion to the exploration program set forth above in the
Sharma Report, prepared for us by Robert Sharma, Professional Geologist, will
take approximately 20 days to complete at a cost of $25,630.  This
cost included geological mapping of the Levuka surface ($4,697), geophysical
surveying ($6,173) and taking of geochemical soil and rock samples
($14,760).  The object of this exploration program is to determine the
mineral structure of the Levuka by mapping, surveying and taking rock and soil
samples for assaying.   The information from this work will allow
us to determine what types of minerals are on the Levuka, and especially gold,
and where there are higher concentration of minerals.  The criteria in
making a decision to continue our exploration activities will be based upon
these results and the knowledge that the Levuka has had very little exploration
work done on it in the past.  If the results are not favourable the
Board of Directors, in conjunction with the recommendations of Robert Sharma,
will consider other areas within the Levuka to explore.  Until the
majority of the Levuka is explored and tested by assaying, the Board of
Directors is reluctant to abandon the Levuka.





Other
aspects of our Company





We have
no historical information to allow anyone to base an evaluation on our future
performance. We have only been incorporate since March 15, 2007 and have
generated no revenue during our time in existence.  We do not know if
we will be successful in our business operations in the
future.   Like all new businesses we are a start up company and
will suffer all the problems of being a start up company as
follows:





●
            
            possible
      delays in exploring the Levuka and experiencing cost
    overruns;●
            
            trying
      to generate revenue or identify sources of cash, managing our assets and
      administrating ongoing financial commitments to our
    creditors;●
            
            adhering
      to all regulatory requirements both as a future public company and as a
      company required to meet State and Federal filing requirements;
      and●
            
            ensuring
      our shareholders are informed about our development on a regular
      basis.






-15-








Liquidity
and Capital Resources




We
realize that we will have to raise cash in the near future to continue our
operations.  If, in the future, we are unable to raise cash we might
not be able to pay our creditors.





The
following represents the minimum cash requirements over the next year to meet
our current and future financial obligations:





Accounting
      and audit
            $  13,335
            (a)Bank
      charges
            120Edgarizing
      expenses
            1,575
            (b)Exploration
      of the Levuka
            20,630
            (c)Filing
      fees
            250
            (d)Miscellaneous
            1,000
            (e)Office
            500
            (f)Transfer
      agent
            2,000
            (g)Estimated
      cash required before payment of accounts payable
            39,410Add:  Accounts
      payable as at September 30, 2008
            8,151Estimated
      cash required over next twelve months
            $  47,561





(a)
            We
      are estimating $13,650 in accounting and audit.  Our internal
      accountant will charge $5,355 and our independent accountants will charge
      an estimated amount of $8,000.   This will cover the
      examination of the year end financial statements and the various quarterly
      reports which will be required to be
filed.





(b)           Estimated
cost during the year of filing Form 10-Qs and 10-K on the SEC
website.





(c)
            The
      Sharma Report estimated a budget of $25,630 for exploration work on the
      Levuka.  Prior to March 31, 2008 we advanced $5,000 to commence
      work.  As mentioned elsewhere in this Form 10-Q certain
      exploration work was performed on the Levuka mineral
  claim.





(d)           Filing
of Annual Report with the State of Nevada.





(e)           Estimated
amount of future expenses which management is unaware of at this
time.





(f)           Office
expenses will comprise photocopying, delivery, fax and general office
supplies.





(g)           Annual
fee paid to the transfer agent and estimated cost of preparation of share
certificates.





The above
estimated cash requirements for the next twelve months does not reflect an
outlay of funds for management fee, rent and telephone.  Management to
date has taken no fees for their services and will continue with this policy
until such time as we have sufficient funds on hand to warrant such an expense
or a decision is made to cease exploration activities on the Levuka and proceed
to develop a proven ore reserve, if ever.





Analysis
of Financial Condition and Results of Operations





We have
cash and cash equivalents of $3,044 as at September 30,
2008.   We are indebt to creditor in the amount of $8,151, other
than our Directors, as follows:





Internal
      accountant
            $  6,458Independent
      accountants
            1,500Office
            193$  8,151









-16-






We have
received advances from our Directors in the amount of $7,501.  These
advances were used to purchase the Levuka, pay the transfer agent, various
office expenses and filing fees payable to the State of Nevada.





We raised
initial seed capital from investors.  The number and price per share
subscribed for was as follows:





Number of Shares
            Price per Share
            Amount2,000,000
            $
      0.001
            $   2,000605,500
            0.05
            30,2752,605,500
            
            $
      32,275





Since our
initial sale of the above noted shares we have not raised any other
capital.





During
the period from inception (March 15, 2007) to September 30, 2008 we have had
accumulated losses of $56,584 which are as follows:





Accounting
      and audit
            $
      12,818
            (a)Bank
      charges
            236
            (b)Edgarizing
      expenses
            1,890
            (c)Exploration
      expenses
            6,172
            (d)Filing
      fees
            937
            (e)Incorporation
      costs
            750
            (f)Legal
            14,731
            (g)Management
      fees
            9,000
            (h)Office
            558
            (i)Rent
            1,800
            (j)Recognition
      of an Impairment loss (Levuka claim)
            5,000
            (k)Telephone
            900
            (l)Transfer
      agent
            1,792
            (m)$  56,584





(a)
            Relates
      to the preparation of the working papers for the period from inception to
      September 30, 2008 by the internal accountant for submission to the
      independent accountants for their examination and rendering an opinion
      thereon.   This includes the March 31, 2008 audited
      financial statements and the June 30 and September 30, 2008 interim
      financial statements.





(b)           Monthly
bank charges including printing of checks and deposit books.





(c)
            Consists
      of filing the Form S-1 and correspondence with the SEC, Forms 424 (b) (i)
      and 8-A 12g and Forms 10-Qs.






-17-







(d)
            We
      have advanced $5,000 against the exploration budget in the Sharma Report
      noted above.  In addition, fees were incurred in obtaining a
      license required by non-incorporated Fijian companies to operate in the
      exploration industry.





(e)
            Represents
      payment to the Secretary of State of Nevada for the initial Annual Report
      in 2007 and the 2008 Annual Report.  Also included in this
      amount is a fee for obtaining the CUSIP
number.








(f)           Incorporation
cost paid in 2007 to State of Nevada.





(g)
            Legal
      fees were incurred for preparing the documents for opening the Company’s
      bank account, for preparation of the Form S-1, opinion on share qualified
      under Form S-1 and an opinion letter to the transfer agent regarding the
      remove of the restrictive legend on certain share certificates qualified
      under the Form S-1.





(h)
            Our
      directors and officers have never received anything of value for their
      services nor have they received any compensation for the time they have
      spent on the business of our Company.  Nevertheless, recognition
      should be given for this service.   Therefore a charge of
      $1,000 per month commencing with January 2008 has been considered
      reasonable by management.  This amount has been expensed as a
      current period cost with an offsetting credit to Additional Paid-in
      Capital.   Basically, the accrual for management fees is a
      bookkeeping entry which will never have to be settled by our Company in
      either cash or shares either now or in the
  future.





(i)           Office
expenses were for courier, printing and photocopying.





(j)
            Our
      Company uses the premises of our President, Deborah Appana, without having
      the liability to pay rent.   A normal rent for a small one
      room office in Nausori, Fiji near the downtown section would be
      approximately $200 per month.  The accounting treatment for rent
      is the same as for management fees
above.





(k)
            Write
      off of cost of acquiring the Levuka.   The accounting
      procedure for the purchase of the Levuka and subsequent exploration costs
      is to treat them as period costs to be writing off in the period
      incurred.   If, and when, a decision is made to produce
      minerals from the Levuka will these costs be capitalized and amortized
      against future revenue from the
Levuka.





(l)
            We
      do not have our own telephone number at this time and are using the
      telephone number of Deborah Appana.  There is no charge for the
      use of this telephone but we realize there is a cost associated with a
      telephone and have therefore accrued $100 per month as a reasonable
      charge.   Similar to management fees and rent above, the
      expense has been recognized as a period cost with a credit to Additional
      Paid-in Capital.  It is our intention to have both our own
      office and telephone number once we have the funds to support
      it.





(m)
            Annual
      fee paid to Empire Stock Transfer Inc. to act as our transfer agent of
      $1,000 and payment for the printing of share certificates for the
      shareholders.





Our
Company has no plant or significant equipment to sell and we have no intension
to purchase any plant or significant equipment in the immediate future.
Presently we do not have any money to buy any significant assets.




Our
Limited Operating History and Working Capital Position




To meet
our need for cash we will have to raise money.   Our working
capital position as at September 30, 2008 is a negative amount of
$12,608.   This means we do not have enough funds on hand to pay
all our creditors other than third party creditors.   We cannot
guarantee we will be successful in our business operations and the exploration
of the Levuka.   We cannot guarantee we will be able to raise
enough money in the future to stay in business.   Whatever money
we do raise will be used as working capital to meet current and future financial
obligations and to explore the Levuka.   If we are lucky enough
to find mineralization which is economically feasible to remove it, we will
attempt to raise additional money through subsequent private placements, public
offering or loans.






-18-







Off-balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Short
and long-term Trend Liabilities




We are
unaware of any known trends, events or uncertainties that have or are reasonably
likely to have a material impact on our business either in the long-term or
long-term liquidity which have not been disclosed under Risk Factors noted
below.




Internal
and External Sources of Liquidity




There are
no material internal or external sources of liquidity.




Known
Trends, Events or Uncertainties having an Impact on Income




Since we
are in the start-up stage and the Levuka has not produced any income, there is a
chance that it never will.  We do not know of any trends, events or
uncertainties that are reasonably expected to have a material impact on income
in the future.




Description
of Property





We
purchased a 100% interest in Levuka from Takei Enterprises Inc, an unrelated
company, with offices in Suva, Fiji.  The Levuka consists of one - 9
unit claim block containing 83.4 hectares which has been staked and
recorded with the Mineral Resources Department of the Ministry of Energy and
Mineral Resources of the Government of the Republic of Fiji.





Other
than the Levuka we do not own any other mineral property.





We do not own our ownofficerspace but we use the office of Deborah
Appana, our President.   Our Directors feel the office space we
are using is sufficient for our needs at this time.   We
currently have no investment policies as they pertain to real estate, real
estate interest or real estate mortgages.





Market
Price of and Dividend on our Common Equity and Related Stockholder
Matters.





We have
authorized share capital of 500,000,000 common shares with a par value of $0.001
per share of which 2,605,500 shares are issued as at September 30,
2008.





We are
not listed on any stock exchange or quotation system anywhere.





As at
this time we have not issued any stock options to our directors, officers or
other parties and do not have any warrants or rights outstanding as at September
30, 2008.





Our
directors and officers are qualifying 200,000 common shares and our other
shareholders are qualifying 605,500 common shares under an effective Form S-1
registration statement.





Holders
of our Common Shares





As at
October 15, 2008, we have 40 shareholders.   This includes our
officers and directors, Deborah Appana and Ashmi Deo, who have a controlling
position of shares in our Company.








-19-











Dividend
Policy





We have
never declared or paid any cash dividends or distributions on our common
stock.   We currently intend to retain our future earnings to
support operations and to finance future growth and expansion and, therefore, do
not anticipate paying any cash dividends on our common stock in the foreseeable
future.





Compensation
Plans





As at
September 30, 2008 and up to the date of this Form 10-Q, we have no shares of
our common stock that are issued under compensation plans approved by our
shareholders.





Changes
      in and Disagreement with Accountant on Accounting and Financial
      Disclosure





Our
auditors are Moore & Associates, Chartered Accountants and Advisors, 6490
West Desert Inn Road., Las Vegas, Nevada, 89146. From the date of the
appointment of Moore & Associates, Chartered Accountants and Advisors to
September 30, 2008 our company has had no disagreement with Moore &
Associates Chartered Accountants and Advisors.





OUR
PROPERTY – THE LEVUKA GOLD CLAIM





In 2007,
we acquired a 100% interest in the Levuka (Mining Tenement 1410) that was staked
to cover gold zones within the similar Tavua Volcanic Group of rocks that host
zones that were mined at Navua Gold Mine. The tenement is located 38 kilometers
south-east of Ovalau, Fiji.





Location
of the Levuka




Levuka
project consists of 1 unpatented mineral claim, located 38 kilometers South-east
of the island of Ovalau, Fiji  at UTM co-ordinates Latitude 18°13’00”S and Longitude
178°10’00”E. The
mineral claim was assigned to our Company by Takei Enterprises Inc. and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.





There are
no known environmental concerns or parks designated for any area contained
within the Levuka. The Luveka has no encumbrances.  As advanced
exploration proceeds there may be bonding requirements for
reclamation.





We have
purchased a 100% interest in the property.





Travel
to the Levuka, Manpower Availability and Climate





Levuka is
accessible from Suva, Fiji by traveling on the country’s only highway system
which for the most part consists of one lane in each direction and by taking an
all weather gravel road. The town of Suva has an experienced work force and will
provide all the necessary services needed for an exploration and development
operation, including police, hospitals, groceries, fuel, helicopter services,
hardware and other necessary items. Drilling companies and assay facilities are
present in Suva.


Levuka lies
at an elevation of 1,292 feet near the southwest end of the Nakanai Mountain
Range. The main mountain idge has a maximum peak of 2,642 feet with steep east
facing slopes.





Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.








-20-





History
of the Area





Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding areas.


Numerous
showings of mineralization have been discovered in the area and six prospects
have achieved significant production, with Navua Gold Mine (32 kilometers away)
producing 135,000 ounces of Gold annually.


During
the 1990’s several properties north of Levuka were drilled by junior mineral
exploration companies.  We have started preparing to conduct
preliminary exploration work on the Levuka.





Geology
in the Fiji Islands





Fiji lies
at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones,
separated from the actual convergence zones by two extensional back arc basins
which are the North Fiji Basin to


the west
and the Lau Basin to the east in addition to a series of transform faults
including the Fiji Fracture Zone and the Matthew Hunter Ridge.  Many of the
reconstructions of the past configuration of the Island is part of the Pacific
indicate, however, that Fiji was not so long ago an integral part of the Pacific
“Rim of Fire”; the complex plate boundary between Pacific and the Indo Australia
plates; a boundary which is well recognized as the locus of several major
world-class porphyry copper gold and epithermal gold systems.





Stratigraphy
of the Levuka




The
principal bedded rocks for the area of Levuka (and for most of Fiji for that
matter) are Volcanic rocks which are exposed along a wide axial zone of a broad
complex.





Gold at
the Tradewinds Gold Mine (which is in close proximity to the Levuka) is
generally concentrated within extrusive volcanic rocks in the walls of large
volcanic caldera.


Intrusive





The main
igneous intrusions consist of the Medrausucu consisting of tholetic gabbros,
tonalities and trondjhemites.  Age data indicate that the intrusive stocks
are intermediate in age between Savura Volcanic Group rocks west of the area and
the younger Tertiary Wainimala Group rocks exposed to the east.





Theoletic
Gabbros, for example, are generally are a greenish or dark colored fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Medrausucu are exposed from north of the Levuka to just east of the
town of Suva and are principal host rocks for gold veins at the Tradewinds Gold
Mine.





Structure




Repeated
cycles of folding, faulting and deformation has created a complex structural
history in the Suva area.  Major faults strike north and northeasterly and
coincide with zones of the Savura Volcanic Group. The principal shear direction
changes from northwest in the area of the Tradewinds Gold Mine to north-south in
the area north of Suva.





The major
transform fault areas are the Fiji Fracture Zone and the Hunter Fracture Zone.
One system consists of a set of perpendicular fractures, which strike
approximately at right angles to each other, and at acute angles to the trend of
formations. The other system consists of two sets of fractures with opposing
dips, but which strike parallel to each other and to the trend of the overall
formations. The first system contains the principle veins of the area and are
younger than the second system. The Savura Volcanic Group represent the most
important and continuous fractures in the first system.






-21-







Types
of Deposit




On a
regional basis, this area of Fiji is notable for epo-thermal type gold deposits
of which the Tradewinds Gold Mines are typical examples.


Mineralisation
is located within a large fractured block created where prominent
northwest-striking shears intersect the north striking caldera fault zone.
The major lodes cover an area of 4 km2 and are mostly within 500m of the
surface. Lodes occur in three main structural settings:








●
            
            steeply
      dipping northwest striking shears;●
            
            flat
      dipping (1040) fractures (flatmakes); and●
            
            Shatter
      blocks with shears.





Most of
the gold occurs in tellurides and there are also significant quantities of gold
in pyrite.





Mineralization
on the Levuka




No
mineralization has been reported for the area of the Levuka but structures and
shear zones affiliated with mineralization on adjacent properties pass through
it.





Exploration




Previous
exploration work has not to Robert Sharma’s knowledge included any attempt to
drill the structure on Levuka. Records indicate that no detailed exploration has
been completed on the Levuka.





Property
Geology of the Levuka





To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the Levuak itself is underlain by the Savura
Volcanic Group sediments and volcanics. The Levuka lies on the Fiji Fracture
Zone. The intrusive also consist of a large mass of granodiorite towards the
western most point of the property.





The
Savura Volcanic Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, ­pyrrhotite.





No
drilling is reported to have ever been done on the Levuka.





The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to the Sharm
Report.





Conclusions




The area
is well known for numerous productive mineral occurrences including the
Tradewinds Gold Mines. The locale of the Levuka is underlain by the same rock
units of the Savura Volcanic Group that are found at those mineral occurrence
sites. These rocks consisting of cherts and argillites (sediments) and
andesitic to basaltic volcanic have been intruded by granodiorite. Structures
and mineralization probably related to this intrusion are found throughout the
region and occur on the claim. They are associated with all the major mineral
occurrences and deposits in the area.






-22-







Mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.





Potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.





Sharm
Report Recommendations




A two
phased exploration program to further delineate the mineralized system currently
recognized on Levuka is recommended.





The
program would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of mineralization.
The effort of this exploration work is to define and enable interpretation of a
follow-up diamond drill program, so that the known mineralization and the whole
property can be thoroughly evaluated with the most up to date exploration
techniques.





Estimated
Budget





The
estimated budget for the Levuka recommended in the Sharm Report is as
follows:





Work to be Performed
            Stated in U. S. Dollars
            Stated in Fijian Dollars1.
            Geological
      mapping
            $   4,697
            $   7,0002.
            Geophysical
      surveying
            6,173
            9,2003.
            Geochemical
      surveying and surface
              Sampling
      (includes sample collection and assaying)
            14,760
            22,000Estimated
      total
            $  25,630
            $
      38,200





The
qualification of Robert Sharma, the author of the Sharma Report, is as
follows:





Robert
Sharma, 725 Hibiscus Road, Suva, Fiji graduated from the University of The South
Pacific, Suva, Fiji with a Bachelor of Science degree in Geology (1969) and a
Masters of Science (1974) from the same University.  He has for the
past 33 years been a geological consultant for such companies in the South
Pacific as Nausori Resources, EGM Resources, and Solanki Ventures and have
consulted for several other companies around the world writing reports for their
use and is therefore qualified to write the Sharma Report.  He is a
member of the Geological Society of Fiji and between June 12 and 14 he visited
the Levuak and interviewed future field work personnel who might be working on
the Levuak.





Exploration
Work during 2008





The
exploration work undertaken in 2008 was by Thakorlal Geologists resident in
Lautoka, Fiji Island.   Their interpretation results were as
follows:





They sent
samples to six different assaying laboratories which use conventional assaying
methods.  From these results Thakorlal Geologists concluded the
following:






-23-









1.
            
            that
      their testing of multiple grid references of the Levuka Gold Claim
      suggests a high probability of gold throughout the
    property;2.
            
            that
      further detailed testing be undertaken to verify their findings and to
      establish the areas of highest occurrence of
    mineralization;3.
            
            that
      their findings appear to be in concert with historical data contained in
      the archives of the Mineral Resources Department of the Ministry of Energy
      and Mineral Resources of the Government of the Republic of Fiji;
      and4.
            
            that
      the geological report of Robert Sharma was reviewed and they concur with
      the findings contained in his
report.





Thakorlal
Geologists confirmed that the results were reviewed by the Mineral Resources
Department of the Ministry of Energy and Mineral Resources of the Government of
the Republic of Fiji and their senior geologist has, based on his review of
historical data of the area, confirmed Thakorlal Geologists’ results and has
entered them in the archive file held by the Ministry for the Levuka Gold Claim
thereby making these findings accessible to the general public.





Risk
Factors





An
investment in our securities involves a high degree of risk.  In
evaluating our business and its future expectations, one should consider
carefully the risk factors noted below.  Any of the following risk
factors, if they occur, could seriously harm our business and its operations.
There may be risk factors we do not know exist at this time and therefore they
are not included in the risk factors listed below.   Even if they
are deemed immaterial at the present time, they could develop whereby they will
adversely affect our business.  If we become a trading company any of
these risk factors might affect the future price of our shares which might
result in all our shareholders losing their entire investment in our
Company.  Our shares are speculative by nature and therefore the risk
of purchasing our share is high.   One should consider whether
they can assume a loss of their entire investment.





Risks
Related to Our Company and the Levuka Gold Claim





Since
inception we have not made any revenue and have incurred operating
losses.





Since the
date of our inception, being March 15, 2007, to September 30, 2008 we have not
made any revenue and have incurred losses of $56,584.  It is extremely
doubtful we will realize any revenue over the next few years and, in fact, we
might never realize any revenue.





Being
a newly incorporated company we have no operating history which will assist an
investor in making a decision whether or not to purchase our
shares.





Having
been incorporated for just over a year, we do not have any operation history
whereby an individual can make a business decision whether or not our Company
will be successful in the future.   Being a start up company, we
have not proven that we can operate a business successfully.  There is
no guarantee we will be able to explore and eventually develop the
Levuka.  Only if we are successful in raising capital, exploring the
Levuka to a stage that a production decision is made or locating other business
opportunities will we be considered to have an operating
history.   This will take some time and may never
happen.











-24-








The
chance of us ever finding a commercial viable ore deposit on the Levuka is
extremely remote.





Very few
mineral properties when explored ever turn into a producing
mine.   No matter how much money and time is spent on exploring
the Levuka, there is the possibility that we will never identify an ore deposit
of commercial value.   This would result in us having to abandon
the Levuka and if we have the funds available, which we might not at that time,
seek another mineral property of merit.   If we do not have the
money or are unable to identify a property of merit we might have to cease
operations as a going concern which would result in all our shareholders losing
their investment in our Company.




We
are a small company without much capital which will limit our exploration
activities which might result in our shareholders losing their entire investment
in our Company.





Being a
small company and having only raised to date $32,276 from the sale of our
shares, we do not have the money necessary to do exploration program recommend
by Robert Sharma in his report dated July 3, 2007; being $25,574.  If
we do not explore the Levuka we will never know if there is an ore reserve
present and money will not be available from the investment community since we
have no proven ore reserves.





In
exploring the Levuka we will require workers and consultants which may not be
available to us when we need them.





There are
numerous mining companies seeking qualified staff to work their mineral
claims.   A majority of these companies are better financed and
have properties which have merit for future exploration.   We
will have to compete with them for qualified workers and
consultants.  Having little money available, we will be at a
disadvantage which might result in our delaying our exploration activities or
else terminating them all together.





If
we receive positive results on the Levuka we still might not be able to put the
Levuka into production.





During
our exploration program of the Levuka, we might be successful in finding
positive results in mineralization which might lead to a certain amount of
tonnage of ore. The ounces per ton might not be sufficient to warrant production
and also the tonnage identified might not be sufficient to cover our cost of
extracting the minerals from the ground.  This being the case, we
would have a property which could never be put into production and eventually we
would have to cease operations.





Even
though prices of many minerals are relatively high current there is no guarantee
that this trend will persist into the future.





With high
mineral prices at this time exploration activity in the exploration and mining
sectors of the industry are proceeding at a good rate.  If a drop in
metal prices occurs then properties like the Levuka might not be able to attract
the funds needed to carry on exploration.  We have not yet been
success in attracting funds for future exploration and in the future if metal
price decrease we might not be able to attract any funds.  Without
funds we would have to abandon our exploration activities which might result in
our Company no longer being a going concern.





Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability, for which we have no insurance to cover any costs, or
damages as we conduct our business.





The
search for valuable minerals on the Levuka involves numerous hazards. As a
result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time, we have no insurance to
cover against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program on the Levuka.






-25-










The
weather might delay our exploration program since in Fiji periodic wind storms
and extreme amounts of rain occur.





We might
be delayed in our exploration program, when and if it starts, due to periodical
wind storms and extreme rains conditions which at certain times of the year is
common in Fiji. The wet season begins in early December and lasts through to the
end of April.   Even though downpours of rain might not last for
long periods of time, it will disrupt our exploration programs since it will be
difficult to move equipment and manpower onto the Levuka.   If we
delay the use of the equipment and manpower we might not be able to have them
when the weather is no longer a problem.  This will cause an
interruption in our exploration program and delay any results we might have
had.





Because
or our officers and directors have other business interests in addition to their
interest in our Company, they might not be able to devote a majority of their
time to our exploration activities which could result in either periodic
interruptions or suspension of exploration.





Our
President, Deborah Appana, currently devotes only 10% of her time to the affairs
of our Company or approximately 12 hours per month while our Secretary
Treasurer, Ashmi Deo, devotes only 5 hours per month.  This is due to
both of them having outside business interests.  With limited time
being devoted to our affairs we will suffer in the event that we are required to
explore the Levuka more fully. If our directors, in the future, do not devote
more time to the affairs of our Company, we might have to discontinue our
exploration activities indefinitely.   This might result in our
shareholders losing their entire investment in our Company.





We
must obtain additional funding or our business will fail.





Presently
we do not have sufficient funds on hand to complete Phase 1 of our recommended
program or pay our estimated liabilities over the next twelve
months.  We have not investigated any avenues of obtaining additional
funding at this time.  Eventually we will have to consider issuing
more shares to raise working capital, having our directors and officers advance
to us to allow us to meet our current and future obligations as they come due or
seek some form of bank financing personally guaranteed by our directors and
officers.   If we are unsuccessful in obtaining funds we will
have to cease to operate.





Our
directors and officers are not residents of the United States and hence it might
prove difficult to enforce any liabilities against them.




In the
event that Deborah Appana or Ashmi  Deo commit any action which our
shareholders feel are unethical or not legal, our shareholders would likely have
difficulty in enforcing any legal action because the officers and directors
reside outside of the United States; living in Fiji.  In addition, our
limited assets are situated outside the United States and hence would be hard to
attach in a law suit.   Normally, in a law suit, personal service
in the form of a summons or compliant, would have to be delivered to the
officers and directors.  If the shareholders are success in personal
service and receive a favorable judgment against the directors and officers it
will be difficult to collect on it since time would have to be spent searching
for personal assets in Fiji which might never be
found.   Therefore, a shareholder’s or shareholders’ ability to
effect service of process and eventually to enforce a judgment obtained in US
courts against our directors, officers or our Company might be extremely
difficult.  Even if a successful judgment in a Fijian Court is
obtained, it still might be difficult to enforce and eventually collect on
it.   Eventually the shareholders might end up with a “hallow”
judgment whereby nothing of substance if obtained.





Risks
Related To Our Stock




Our
share price will be subject to the “Penny Stock Rule” which will result in any
broker-dealer involved with our shares having to increase administrative
responsibility which will have a negative effect on both our ability to raise
money and a shareholder’s ability to purchase or sell his shares in the
market.






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Our
shares, if and when quoted on the OTCBB or any other exchange, will be
considered to be a “penny stock” because our shares will meet one or more of the
definitions in SEC Rule 3a51-1:





a.
            
            the
      shares have a price less than $5.00;b.
            
            the
      shares are not traded on a recognized exchange or on the OTCBB;
      orc.
            
            the
      company’s assets are less than $2,000,000, if in business more that three
      years continuously, or $5,000,000, if the business is less than three
      years continuously, or the average revenues of less than $6,000,000 for
      the past three years.





When
dealing with a penny stock transaction, the broker-dealer will have to perform
certain administrative functions.   Each potential investor will
receive disclosure forms from the broker-dealer as well as written permission
from him consenting to the broker-deal purchasing the shares on his
behalf.  The broker-dealer will also have to provide a current bid and
offer quotation as well as a statement of what compensation the broker-dealer
and the salesperson will receive from the transaction.  Each month the
investor will be provided with a monthly statement showing the closing month
price of the shares which the investor purchased.





With the
additional administrative work required of the broker-dealer he might be
reluctant to transact business in our shares.   If this is the
case, it would be difficult for us to attract new investors in the event we
wished to raise future capital.  This is especially applicable if we
wish to raise funds from financial institutes since many of them are restricted
under their by-laws from investing in shares below a certain dollar
amount.





Without
a public market there is no liquidity for our shares and hence our shareholders
may never be able to sell their shares which would result in the loss of their
entire investment.





Our
shares are not listed on any exchange or quotation system in either North
America or elsewhere in the world.  Without our shares being listed or
quoted it would be extremely difficult for our shareholders to liquidate their
shares other than in a private sale.  Even if they could sell their
shares in a private transaction, they might not receive the price per share that
they had hoped for.  Presently, we have filed a Form 211 application
through a market maker with FINRA in hopes of eventually being quoted on the
OTCBB.   This might never happen and there is no assurance even
if we are sponsored we will be quoted.





We are
estimating it will take another six to twelve months to obtain a quotation on
the OTCBB.  In the meantime, there is a good possibility our
shareholders will not be able to sell any of their shares unless it is done in a
private transaction.





If
we have to undertake a private placement or sell shares through a public
offering, it will have the effect of diluting the present ownership of our
shareholders.





To remain
as a going concern in the future we might have to undertake a private placement
or public offering of our shares from Treasury to finance our exploration
program on the Levuka or to supply us with working capital.   Any
issuance of shares from Treasury will dilute the existing shareholders
percentage holdings in our Company.  If we require substantial money
we will cause a significant dilution to the present holding of our
shareholders.





On the
other hand, if we have to borrow large sums of money by way of debt obligations
we will incur interest and capital repayments which will not dilute our
shareholders’ present positions but will cause us a financial hardship. At the
present time we doubt whether we could borrow money without the personal
guarantees of our two directors.  They may not be prepared to
personally guarantee any loans when the time comes.








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The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares
outstanding.  This might be very unattractive to future investors
thereby limiting our ability of raising capital when needed.





We
have never paid a dividend since inception and presently do not anticipate any
dividends in the near future.





Since we
have never paid a dividend since inception and do not anticipate doing so for a
number of years any investor who is seeking future income should not purchase
our shares.   We intend to retain any and all income in our
Company and will be using it for the exploration of the Levuka or for working
capital.  No one should be seeking a cash flow from their investment
in our shares and if shares are purchased they must realize they might have to
hold their shares indefinitely without any return.





ITEM
3.                      CONTROLS
AND PROCEDURES





(a)           Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Qele’s controls and procedures (as defined in the Securities
Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of the period
of the filing of this quarterly report on Form 10-Q (the “Evaluation Date”),
have concluded that as of the Evaluation Date, Qele’s disclosure and procedures
were adequate and effective to ensure that material information relating to it
would be made known to it by others, particularly during the period in which
this quarterly report on Form 10-Q was being prepared.





(b)           Changes in Internal
Controls





There
were no material changes in Qele’s internal controls or in other factors that
could materially affect Qele’s disclosure controls and procedures subsequent to
the Evaluation Date, nor any significant deficiencies or material weaknesses in
such disclosure controls and procedures requiring corrective
actions.





PART
11 – OTHER INFORMATION





ITEM
1.                      LEGAL
PROCEEDINGS





There are
no legal proceedings to which Qele or is a party or to which the Levuka Gold
Claim is subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.





ITEM
2.                      UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





There has been no change in our
securities since the fiscal year ended March 31, 2008.





ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES





None





ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





There have been no matters brought
forth to the securities holders to vote upon during this quarter.






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ITEM
5.                      OTHER
INFORMATION





None





ITEM
6.                      EXHIBITS
AND REPORTS ON FORM 8-K





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Qele’s Registration
      Statement on Form S-1 filed on June 17, 2008 Registration No.
      333-151708)3.2
            
            Articles
      of Incorporation (incorporated by reference from Qele’s Registration
      Statement on Form S-1 filed on June 17, 2008, Registration
      No.333-151708)3.3
            
            By-laws
      (incorporated by reference from Qele’s Registration Statement on Form S-1
      filed on June 17, 2008, Registration No. 333-151708)4
            
            Stock
      Specimen (incorporated by reference from Qele’s Registration Statement on
      Form S-1 filed on June 17, 2008, Registration No.
    333-151708)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Qele’s
      Registration Statement on Form S-1 filed on June 17, 2008 Registration No.
      333-151708)











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SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





QELE RESOURCES INC.(Registrant)Date: 
      October 27, 2008
            DEBORAH APPANAChief
      Executive Officer, President and DirectorDate: 
      October 27, 2008
            ASHMI
      DEOChief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and Director










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