UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                 For the quarterly period ended January 31, 2009

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from __________ to __________

                       Commission File Number: 333-151350


                       AIR TRANSPORT GROUP HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                               98-0491567
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          7453 Woodruff Way
        Stone Mountain Ga 30087                       Telephone: 404-671-9253
(Address of principal executive offices)         (Registrant's telephone number,
                                                       including area code)

       Former Name, Address and 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 [ ]

We had a total of 52,500,000  shares of common stock issued and  outstanding  at
April 2, 2009.

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

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments,  that  are  necessary  for a fair  presentation  of  our  financial
position and the results of our  operations for the interim  periods  presented.
Because  of the  nature of our  business,  the  results  of  operations  for the
quarterly  period ended January 31, 2009 are not  necessarily  indicative of the
results that may be expected for the full fiscal year.

                                       2
<PAGE>
                       Air Transport Group Holdings, Inc.
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                       As of
                                                          January 31,         April 30,
                                                             2009               2008
                                                           --------           --------
                                                                             (Audited)
<S>                                                        <C>                <C>
Assets

Current assets
  Cash                                                     $     --           $ 30,619
                                                           --------           --------
Total current assets
                                                                 --             30,619
                                                           --------           --------

      Total Assets                                         $     --           $ 30,619
                                                           ========           ========

Liabilities

Current liabilities
  Accounts payable                                         $  4,128           $     --
                                                           --------           --------
Total current liabilities
                                                              4,128                 --
Long term liabilities

Loan from Director                                              788                788
                                                           --------           --------

      Total Liabilities                                    $  4,916           $    788
                                                           ========           ========

Equity
  75,000,000 Common Shares Authorized, 52,500,000
   at $0.001 Per Share Issued and Outstanding              $ 52,500           $ 52,500
  Additional paid-in capital                                (21,000)           (21,000)
  Deficit accumulated during development stage              (36,416)            (1,669)
                                                           --------           --------
Total stockholders equity                                    (4,916)            29,831
                                                           --------           --------

      Total liabilites and stockholders equity             $     --           $ 30,619
                                                           ========           ========
</TABLE>


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

                                       3
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                            Statements of Operations
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                  Three Months          Nine Months         From Inception
                                                     Ended                 Ended         (November 26, 2007) to
                                                  January 31,           January 31,           Janaury 31,
                                                     2009                  2009                  2009
                                                  -----------           -----------           -----------
<S>                                               <C>                   <C>                   <C>
Revenue                                           $        --           $        --           $        --
                                                  -----------           -----------           -----------
Expenses
  General and Adminstrative Expenses                    3,928                34,747                36,416
                                                  -----------           -----------           -----------
Total Expenses                                          3,928                34,747                36,416

Provision for Income Tax                                   --                    --                    --

Net Income (Loss)                                 $    (3,928)          $   (34,747)          $   (36,416)
                                                  ===========           ===========           ===========

Basic & Diluted (Loss) per Common Share                (0.000)               (0.001)
                                                  -----------           -----------

Weighted Average Number of Common Shares           52,500,000            52,500,000
</TABLE>


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

                                       4
<PAGE>
                       Air Transport Group Holdings, Inc.
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
             From Inception (November 26, 2007) to January 31, 2009
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                                            Additional     During
                                                        Common Stock         Paid in     Development     Total
                                                    Shares       Amount      Capital        Stage        Equity
                                                    ------       ------      -------        -----        ------
<S>                                               <C>           <C>          <C>          <C>           <C>

Balance at Inception, November 26, 2007                    0     $    --     $     --     $     --      $     --

Shares issued for cash - February 4, 2008
 at $0.0001 per share                             30,000,000      30,000      (27,000)                     3,000

Shares issued for cash - February 12, 2008
at 0.01 per share                                 21,000,000      21,000           --                     21,000

Shares issued for cash - March 11, 2008
 at 0.05 per share                                 1,500,000       1,500        6,000                      7,500

Net (Loss) for period from inception
(November 26, 2007) to April 30, 2008                                                       (1,669)       (1,669)
                                                 -----------     -------     --------     --------      --------
Balance, April 30, 2008                           52,500,000      52,500      (21,000)      (1,669)       29,831

Net (Loss) for period ended January 31, 2009                                               (34,747)      (34,747)
                                                 -----------     -------     --------     --------      --------

Balance, January 31, 2009                         52,500,000     $52,500     $(21,000)    $(36,416)     $ (4,916)
                                                 ===========     =======     ========     ========      ========
</TABLE>


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

                                       5
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                            Statements of Cash Flows
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                           Three Months      Nine Months      From Inception
                                                              Ended             Ended      (November 26, 2007) to
                                                           January 31,       January 31,        Janaury 31,
                                                              2009              2009               2009
                                                            --------          ---------          --------
<S>                                                         <C>               <C>                <C>
OPERATING ACTIVITIES
  Net income (loss)                                         $ (3,928)         $ (34,747)         $(36,416)
  Accounts Payable                                             3,928              4,128             4,128
                                                            --------          ---------          --------
NET CASH USED IN OPERATING ACTIVITIES                             --            (30,619)          (32,288)

INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES                             --                 --                --
                                                            --------          ---------          --------
                                                            --------          ---------          --------
FINANCING ACTIVITIES
  Common shares issued at founders
    @ 0.001 per share                                             --                 --             5,250
  Additional paid-in capital                                      --                 --            26,250
  Loans From Director                                             --                 --               788
                                                            --------          ---------          --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         --                 --            32,288

Cash at beginning of period                                       --             30,619                --

CASH AT END OF PERIOD                                       $     --          $      --          $     --
                                                            ========          =========          ========
Cash Paid For:
  Interest                                                  $     --          $      --          $     --
                                                            ========          =========          ========
  Income Tax                                                $     --          $      --          $     --
                                                            ========          =========          ========
Non-Cash Activities
  Shares issued in Lieu of Payment for Service              $     --          $      --          $     --
                                                            ========          =========          ========
  Stock issued for accounts payable                         $     --          $      --          $     --
                                                            ========          =========          ========
  Stock issued for notes payable and interest               $     --          $      --          $     --
                                                            ========          =========          ========
  Stock issued for convertible debentures and interest      $     --          $      --          $     --
                                                            ========          =========          ========
  Convertible debentures issued for services                $     --          $      --          $     --
                                                            ========          =========          ========
  Warrants issued                                           $     --          $      --          $     --
                                                            ========          =========          ========
  Stock issued for penalty on default of convertible
   debentures                                               $     --          $      --          $     --
                                                            ========          =========          ========
  Note payable issued for finance charges                   $     --          $      --          $     --
                                                            ========          =========          ========
  Forgiveness of note payable and accrued interest          $     --          $      --          $     --
                                                            ========          =========          ========
</TABLE>


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

                                       6
<PAGE>
                        AIR TRANSPORT GROUP HOLDINGS, INC
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                      Footnotes to the Financial Statements
             From Inception (November 26, 2007) to January 31, 2009
                             (Stated in US Dollars)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     Air Transport Group Holdings,  Inc ("the Company") was  incorporated  under
     the laws of the State of Nevada,  U.S. on November  26, 2007 under the name
     Azure International, Inc. On October 30, 2008, and effective as of the same
     date, the Company filed Articles of Merger  ("Articles") with the Secretary
     of State of the State of  Nevada,  to effect a merger  by and  between  Air
     Transport   Group   Holdings,   Inc.,  a  Nevada   corporation   and  Azure
     International, Inc. As a result of the merger, the Company changed its name
     to Air Transport  Group  Holdings,  Inc. The Company is in the  development
     stage as defined under Statement on Financial  Accounting  Standards No. 7,
     Development Stage Enterprises  ("SFAS No.7"). The Company has not generated
     any  revenue to date and  consequently  its  operations  are subject to all
     risks inherent in the establishment of a new business  enterprise.  For the
     period  from  inception,  November  26, 2007  through  January 31, 2009 the
     Company has accumulated losses of $36,416.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Accounting Method

     The Company's financial statements are prepared using the accrual method of
     accounting. The Company has elected an April 30 year-end.

     b. Revenue Recognition

     The Company recognizes  revenue when persuasive  evidence of an arrangement
     exists, goods delivered,  the contract price is fixed or determinable,  and
     collectability is reasonably assured.

     c. Income Taxes

     The Company  prepares  its tax returns on the  accrual  basis.  The Company
     accounts  for income  taxes under the  Statement  of  Financial  Accounting
     Standards No. 109,  "Accounting for Income Taxes"  ("Statement 109"). Under
     Statement 109,  deferred tax assets and  liabilities are recognized for the
     future tax consequences  attributable to differences  between the financial
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective  tax bases.  Deferred  tax assets and  liabilities  are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which those temporary  differences are expected to be recovered or settled.
     Under Statement 109, the effect on deferred tax assets and liabilities of a
     change in tax rates is recognized in income in the period that includes the
     enactment date.

                                       7
<PAGE>
     d. 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.

     e. Assets

     The company has no cash as of January 31, 2009.

     f. Income

     Income represents all of the company's revenue less all its expenses in the
     period incurred. The Company has no revenues as of January 31, 2009 and has
     paid expenses of $36,416 since inception.  For the nine-month  period ended
     January 31, 2009 it has incurred expenses of $34,747.

     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 been 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  asset are consumed or  otherwise  used up. If that pattern
     cannot be reliable 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.

     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.

     g. Basic Income (Loss) Per Share

     In accordance with SFAS No.  128-"Earnings  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 had been  issued and if the  additional  common  shares were
     dilutive.  At January 31, 2009, the Company has no stock  equivalents  that
     were anti-dilutive and excluded in the earnings per share computation.

     h. Cash and Cash Equivalents

     For purposes 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.

                                       8
<PAGE>
     i. Liabilities

     Liabilities  are made up of  current  and  long-term  liabilities.  Current
     liabilities  include  accounts  payable  of  $4,128  and a loan from a past
     director of $788 as of January 31, 2009.

     Share Capital

     a) Authorized:

     75,000,000 common shares with a par value of $0.001

     b) Issued:

     The  authorized  capital of the Company is 75,000,000  common shares with a
     par value of $0.001  per  share.  In  February  2008,  the  Company  issued
     3,000,000  shares of common  stock at a price of $0.001 per share for total
     cash proceeds of $3,000.

     In February 2008, the Company issued  2,100,000 shares of common stock at a
     price of $0.01 per share for total cash proceeds of $21,000.

     In March 2008,  the Company also issued 150,000 shares of common stock at a
     price of $0.05 per share for total cash proceeds of $7,500.

     During the period  November 26, 2007  (inception)  to April 30,  2008,  the
     Company  sold a total of  5,250,000  shares of common  stock for total cash
     proceeds of $31,500.

     There  are no  preferred  shares  authorized.  The  Company  has  issued no
     preferred shares.

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

     j. Subsequent Events

     On February 27, 2009 the company  executed a forward  split on the basis of
     10 new common shares for each existing 1 common shares. The record date for
     this  transaction  was Friday,  February  27, 2009 and the payment date was
     March 2, 2009.

NOTE 3 - GOING CONCERN

     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 a loss 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 adjustments that
     might result from this uncertainty.

     As shown in the accompanying financial statements, the Company has incurred
     a net loss of $36,416 for the period from November 26, 2007  (inception) to
     January  31, 2009 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 classification of recorded
     assets,  or the amounts of and  classification of liabilities that might be
     necessary in the event the Company cannot continue in existence.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

The information in this discussion  contains  forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  These  forward-looking   statements  involve  risks  and  uncertainties,
including statements regarding Air Transport Group Holdings, Inc (the "Company")
capital needs,  business  strategy and  expectations.  Any statements  contained
herein  that  are  not  statements  of  historical  facts  may be  deemed  to be
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may",  "will",  "should",  "expect",  "plan",
"intend",  "anticipate",   "believe",  "estimate",   "predict",  "potential"  or
"continue",  the negative of such terms or other comparable terminology.  Actual
events or results may differ  materially.  In evaluating these  statements,  you
should consider various factors,  including the risks outlined below,  and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement.  The  Company  disclaims  any  obligation  to publicly  update  these
statements,  or disclose  any  difference  between its actual  results and those
reflected  in these  statements.  The  information  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Air Transport Group Holdings,  Inc. unless otherwise indicated.  All dollar
amounts in this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW

Air Transport Group Holdings,  Inc ("the  Company") was  incorporated  under the
laws of the State of Nevada,  U.S.  on  November  26,  2007 under the name Azure
International,  Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc.,  a Nevada  corporation  and Azure  International,  Inc. As a result of the
merger, the Company changed its name to Air Transport Group Holdings, Inc.

Air Transport Group Holdings is in the business of acquiring  aviation,  travel,
and leisure  companies.  By acquiring  multiple small to mid size companies AITG
plans to increase its efficiencies by consolidate management expenses, negotiate
preferred rates with vendors, and increase it's asset base.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 2009

The accompanying  financial  statements show that the Company has incurred a net
loss of $34,747 for the nine month period ended January 31, 2009 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will  not  earn  revenues  until  such  time as we  have  further  advanced  the
development  of our company.  We are presently in the  development  stage of our
business  and we can  provide  no  assurance  of our  ability  to obtain  future
profitable operation of our cooperation.

LIQUIDITY AND FINANCIAL CONDITION

Based on our current  operating plan, we do not expect to generate  revenue that
is sufficient to cover our expenses for at least the next year. In addition,  we
do not have sufficient  cash and cash  equivalents to execute our operations for
the next  year.  We will need to obtain  additional  financing  to  operate  our
business for the next twelve months. We will raise the capital necessary to fund

                                       10
<PAGE>
our  business  through a private  placement  and public  offering  of our common
stock.  Additional  financing,  whether through public or private equity or debt
financing,  arrangements  with shareholders or other sources to fund operations,
may not be available,  or if available,  may be on terms unacceptable to us. Our
ability to maintain  sufficient  liquidity  is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership  percentage  of  our  existing  shareholders  would  be  reduced.  New
investors  may  demand  rights,  preferences  or  privileges  senior to those of
existing  holders of our common  stock.  Debt  incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose  restrictions on our operations.  If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially  adversely affected and we could be
forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS

We  have  no  significant  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
stockholders.

INFLATION

In the opinion of  management,  inflation  has not had a material  effect on our
operations.

CONSULTANTS

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or trademark.

REGISTRATION STATEMENT

On June 2, 2008, the Company filed a registration statement on Form S-1 with the
Securities  and  Exchange  Commission  (the "SEC") . On June 10,  2008,  the SEC
declared the registration statement effective.

DIVIDENDS

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

     1.   We would not be able to pay our debts as they  become due in the usual
          course of business; or

     2.   Our total assets  would be less than the sum of our total  liabilities
          plus the  amount  that  would be  needed  to  satisfy  the  rights  of
          shareholders who have preferential  rights superior to those receiving
          the distribution.

                                       11
<PAGE>
We have not declared any  dividends  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 3. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the date of this report.  This  evaluation  was  conducted by our  President and
Chief Executive Officer, Arnold Leonora.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting.  Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal  executive  and  principal  financial  officers  and  effected  by the
company's  board of  directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
accounting  principles  generally  accepted in the United  States of America and
includes those policies and procedures that:

     -    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with accounting  principles generally accepted in the United States of
          America and that  receipts and  expenditures  of the company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the company; and

     -    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  company's
          assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial  statement  preparation  and  presentation.  Because of the
inherent  limitations  of  internal  control,  there  is a  risk  that  material
misstatements  may not be  prevented  or detected on a timely  basis by internal
control over financial reporting.  However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of January 31, 2009  management  assessed the  effectiveness  of our internal
control over financial  reporting  based on the criteria for effective  internal
control over financial  reporting  established  in Internal  Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway

                                       12
<PAGE>
Commission  ("COSO") and SEC guidance on conducting such  assessments.  Based on
that evaluation,  they concluded that, during the period covered by this report,
such  internal  controls  and  procedures  were  not  effective  to  detect  the
inappropriate  application of US GAAP rules as more fully described below.  This
was due to deficiencies  that existed in the design or operation of our internal
controls over financial  reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters  involving  internal  controls and  procedures  that our  management
considered to be material  weaknesses  under the standards of the Public Company
Accounting  Oversight Board were: (1) lack of a functioning  audit committee due
to a lack of a majority  of  independent  members  and a lack of a  majority  of
outside directors on our board of directors,  resulting in ineffective oversight
in  the   establishment   and  monitoring  of  required  internal  controls  and
procedures;  (2)  inadequate  segregation  of  duties  consistent  with  control
objectives;  and (3) ineffective  controls over period end financial  disclosure
and reporting processes.  The aforementioned material weaknesses were identified
by our Chief  Executive  Officer in connection  with the review of our financial
statements as of January 31, 2009.

Management  believes that the material weaknesses set forth in items (2) and (3)
above did not have an  effect  on our  financial  results.  However,  management
believes  that  the  lack of a  functioning  audit  committee  and the lack of a
majority of outside  directors on our board of directors  results in ineffective
oversight in the  establishment and monitoring of required internal controls and
procedures,  which  could  result in a material  misstatement  in our  financial
statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In  an  effort  to  remediate  the  identified  material  weaknesses  and  other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel  resources  and technical  accounting  expertise
within the  accounting  function when funds are available to us. And, we plan to
appoint one or more outside  directors  to our board of  directors  who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal  controls and procedures such as reviewing and approving  estimates and
assumptions made by management when funds are available to us.

Management  believes that the appointment of one or more outside directors,  who
shall be appointed to a fully functioning audit committee,  will remedy the lack
of a functioning  audit committee and a lack of a majority of outside  directors
on our Board.

We anticipate that these  initiatives will be at least partially,  if not fully,
implemented  by December  31,  2009.  Additionally,  we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our  internal  controls  over  financial  reporting  that
occurred  during  the  period  covered  by this  report,  which  has  materially
affected,  or is reasonably likely to materially  affect,  our internal controls
over financial reporting.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal  proceedings  and to our knowledge,  no
such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were  submitted to our security  holders for a vote during the period
ending January 31, 2009.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number                          Description of Exhibit
--------------                          ----------------------

     3.1            Articles of Incorporation(1)

     3.2            Bylaws(1)

     31.1           Certification by Chief Executive Officer and Chief Financial
                    Officer  required by Rule 13a-14(a) or Rule 15d-14(a) of the
                    Exchange  Act,  promulgated  pursuant  to Section 302 of the
                    Sarbanes-Oxley Act of 2002, filed herewith

     32.1           Certification by Chief Executive Officer and Chief Financial
                    Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
                    Exchange  Act and Section  1350 of Chapter 63 of Title 18 of
                    the United States Code,  promulgated pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002 filed herewith

----------
(1)  Filed with the SEC as an exhibit  to our Form SB-1  Registration  Statement
     originally filed on June 2, 2008.

                                       14
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: April 9, 2009

          Signature                           Title                    Date
          ---------                           -----                    ----


By: /s/ Arnold Leonora                President and Director       April 9, 2009
   --------------------------------
   Arnold Leonora

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