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
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2008

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

                       Commission File Number 333-1311294

                        Cross Atlantic Commodities, Inc.
             (Exact name of registrant as specified in its charter)

             Nevada                                    76-0768756
   ---------------------------           ---------------------------------------
  (State or other jurisdiction           (I.R.S. Employer Identification Number)
of incorporation or organization

                  4581 Weston Road Suite #273 Weston, FL 33331
                  --------------------------------------------
               (Address of principal executive offices, Zip Code)

                                  954-678-0698
                                  ------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

   Large accelerated filer |_|                           Accelerated filer |_|

     Non-accelerated filer |_|                   Smaller reporting company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 under the Act). Yes |_| No |X|

The number of shares of Common Stock outstanding was 332,655,977 as of June 30,
2008.

The number of shares of Convertible Preferred Series A Stock outstanding was
2,000,000 as of June 30, 2008.

<PAGE>



                         PART I -- FINANCIAL INFORMATION

                        Cross Atlantic Commodities, Inc.

Item 1. Financial Statements

Balance Sheet, Condensed June 30, 2008 (unaudited) and December 31, 2007      3

Condensed Statements of Operations For the Three Months and Six Months
 Ended June 30, 2008 and 2007, and for the Period From March 12, 1998
 (Inception) to June 30, 2008 (unaudited)                                     4

Statements of Cash Flows For the Six Months Ended June 30, 2008 and
 2007, and for the Period From March 12, 1998 (Inception) to
 June 30, 2008 (unaudited)                                                    5

Notes to financial statements                                                 6







                                       2
<PAGE>

                        Cross Atlantic Commodities, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
                       June 30, 2008 and December 31, 2007


ASSETS
                                                         2008           2007
                                                     -----------    -----------
                                                     (Unaudited)
Current Assets:
  Cash                                               $     7,955    $        87
                                                     -----------    -----------
    Total current assets                                   7,955             87
                                                     -----------    -----------

  Furniture and equipment, net                             3,535          3,964
                                                     -----------    -----------

    Total Assets                                     $    11,490    $     4,051
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses              $   152,667    $   198,645
  Loans payable - stockholders                           102,854         32,435
  Loans payable - other                                   28,281           --
                                                     -----------    -----------
  Total current liabilities                              283,802        231,080
                                                     -----------    -----------

Non-current Liabilities
  Debentures payable, net of unamortized discount        716,510          9,293
  Derivative liability                                 2,114,445      1,238,228
                                                     -----------    -----------
  Total non-current liabilities                        2,830,955      1,247,521
                                                     -----------    -----------

Stockholders' (deficit):
  Series A Convertible Preferred Stock, no par
   value; 20,000,000 authorized, 2,000,000 and
   -0- shares issued and outstanding, respectively     3,200,000           --
  Common stock, $0.0001 par value; 1,000,000,000
   shares authorized, 332,655,977 and 24,107,340
   shares issued and outstanding, respectively            33,266          2,411
  Additional paid in capital                           2,918,250      2,635,984
  (Deficit) accumulated during development stage      (9,254,783)    (4,112,945)
                                                     -----------    -----------
                                                      (3,103,267)    (1,474,550)
                                                     -----------    -----------

                                                     $    11,490    $     4,051
                                                     ===========    ===========




       See accompanying notes to unaudited condesed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                        Cross Atlantic Commodities, Inc.
                          (A Development Stage Company)
                            Statements of Operations
         For the Three and Six Months Ended June 30, 2008 and 2007, and
                From March 12, 1998 (Inception) to June 30, 2008
                                   (Unaudited)


                                        From March       For the Three Months Ended        For the Six Months Ended
                                         12, 1998                 June 30,                          June 30,
                                     (Inception) to    ------------------------------    ------------------------------
                                      June 30, 2008         2008             2007             2008             2007
                                      -------------    -------------    -------------    -------------    -------------
<S>                                   <C>              <C>              <C>              <C>              <C>
Revenue                               $     716,626    $        --      $     134,895    $        --      $     134,895
Cost of goods sold                          722,484             --            120,472             --            121,587
                                      -------------    -------------    -------------    -------------    -------------
  Gross income                               (5,858)            --             14,423             --             13,308
                                      -------------    -------------    -------------    -------------    -------------

Expenses:
General and administrative expenses       7,136,123        3,453,456          329,116        3,571,453          641,482
Purchased research and development            2,740             --               --               --               --
                                      -------------    -------------    -------------    -------------    -------------
                                          7,138,863        3,453,456          329,116        3,571,453          641,482
                                      -------------    -------------    -------------    -------------    -------------

  Net (loss) before other income
   and expenses                          (7,144,721)      (3,453,456)        (314,693)      (3,571,453)        (628,174)

Other income and expenses
  Derivative expense                     (1,275,372)       1,889,087        1,593,988         (876,217)      (1,247,532)
  Interest income                               386             --               --               --               --
  Interest expense                         (835,076)         (75,226)         (50,108)        (694,167)         (76,490)
  Provision for income taxes                   --               --               --               --               --
                                      -------------    -------------    -------------    -------------    -------------
                                         (2,110,062)       1,813,861        1,543,880       (1,570,384)      (1,324,022)
                                      -------------    -------------    -------------    -------------    -------------

  Net (loss)                          $  (9,254,783)   $  (1,639,595)   $   1,229,187    $  (5,141,837)   $  (1,952,196)
                                      =============    =============    =============    =============    =============

(Loss) per common share -
 Basic and fully diluted                               ($       0.01)   $        0.05    ($       0.05)   ($       0.08)
                                                       =============    =============    =============    =============

Weighted average number of shares
 outstanding - Basic                                     175,632,520       23,518,054      100,762,774       23,138,417
                                                       =============    =============    =============    =============
Weighted average number of shares
 outstanding - Diluted                                   175,632,520       24,046,790      100,762,764       23,138,417
                                                       =============    =============    =============    =============
</TABLE>

       See accompanying notes to unaudited condesed financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>


                   Cross Atlantic Commodities, Inc.
                    (A Development Stage Company)
                  Condensed Statements of Cash Flows
                   For the Six Months Ended June 30, 2008 and 2007 and
           From March 12, 1998 (Inception) to June 30, 2008



                                                From March       For the Six Months Ended
                                                 12, 1998                 June 30,
                                             (Inception) to    ------------------------------
                                              June 30, 2008         2008             2007
                                              -------------    -------------    -------------
<S>                                           <C>              <C>              <C>
Cash flows from operating activities:
                                              -------------    -------------    -------------
Net cash (used in) operating activities       $    (915,119)   $     (90,832)   $    (449,468)
                                              -------------    -------------    -------------

Cash flows from investing activities:
  Restricted cash                                      (800)            --               --
  Purchase of equipment                              (4,361)            --             (1,759)
                                              -------------    -------------    -------------
Net cash provided by (used in)
 investing activities                                (5,161)            --             (1,759)
                                              -------------    -------------    -------------

Cash flows from financing activities:
  Proceeds from issuance of common stock            247,100             --             25,000
  Proceeds from sale of debentures                  550,000             --               --
  Shareholders' loans                               102,854           70,419            5,000
  Loans - other                                      28,281           28,281             --
                                              -------------    -------------    -------------
Net cash provided by financing activities           928,235           98,700           30,000
                                              -------------    -------------    -------------

Net increase (decrease) in cash                       7,955            7,868         (421,227)
Cash - beginning of period                             --                 87          750,357
                                              -------------    -------------    -------------
Cash - end of period                          $       7,955    $       7,955    $     329,130
                                              =============    =============    =============

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                  $     138,320    $        --      $        --
                                              =============    =============    =============
    Income taxes                              $        --      $        --      $        --
                                              =============    =============    =============

Purchase of inventory with shareholder loan   $      51,090    $        --      $        --
                                              =============    =============    =============
</TABLE>


       See accompanying notes to unaudited condesed financial statements.

                                       5
<PAGE>

                        CROSS ATLANTIC COMMODITIES, INC.
                          (A Development Stage Company)
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2008

(1) BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) for interim financial
information and Rule 8.03 of Regulation SX. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of December 31,
2007, and for the years ended December 31, 2007 and 2006, and the period from
inception (March 12, 1998) to December 31, 2007.

(2) EARNINGS PER SHARE

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During periods when anti-dilutive commons stock equivalents are not
considered in the computation.

(3) LOANS PAYABLE AND ACCOUNTS PAYABLE - RELATED PARTIES

During the six months ended June 30, 2008 advances aggregating $98,700
(including advances derived from the proceeds of the debt wrap agreements
described below) were made by officers of the Company for working capital
purposes. The balance at June 30, 2008, which is due on demand and bears no
stated interest rate aggregated $102,854.

In April 2008 two stockholders of the Company entered into a debt wrap agreement
(the "agreement). The agreement stipulated that two unrelated entities would
acquire debt from the stockholders and redeem it for common stock of the
Company.

As of June 30, 2008 these companies had acquired debt of $132,840 and converted
debt of $104,559 into 224,584,615 shares of the Company's common stock. The
balance of the debt, of $28,281, was converted in July 2008 into 146,153,846
shares of Company's common stock.


                                       6
<PAGE>

(4) COMMITMENTS, CONCENTRATIONS AND CONTINGENCIES

During the periods covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and that the Company did comply with the "safe harbor"
exemptions from registration, if such exemptions were found not to apply, this
could have a material impact on the Company's financial position and results of
operations.

(5) BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has experienced a significant loss from
operations from inception aggregating $9,254,783 and has working capital and
stockholder deficits of $275,847 and $3,103,267 at June 30, 2008. In addition,
the Company has no significant revenue generating operations.

The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, increase ownership equity and attain
profitable operations. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems, expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.

The Company is pursuing financing for its operations and seeking additional
investments. In addition, the Company is seeking to expand its revenue base by
adding new customers and increasing its advertising. Failure to secure such
financing or to raise additional equity capital and to expand its revenue base
may result in the Company depleting its available funds and not being able pay
its obligations.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(6) STOCKHOLDERS' (DEFICIT)

Common Stock

During June 2008 the Company increased the authorized number of common shares
from 200,000,000 to 1,000,000,000 and reduced the par value of its common shares
to $.0001. The financial statements reflect this change in capital structure.

During the six months ended June 30, 2008 the Company issued 20,417,509 shares
of common stock for services valued at its fair value of $30,733 which has been
charged to operations during the period.


                                       7
<PAGE>

During the six months ended June 30, 2008, the Company issued 60,546,513 shares
of common stock for the conversion of $28,995 of convertible debt described in
Note 7.

During the six months ended June 30, 2008, the Company issued 224,584,615 shares
of common stock for the conversion of $104,559 of the loans described in Note 3.
In addition, $148,834 related to these issuances was charged to interest expense
for the excess of the fair value of the shares over the amount of the loans
repaid.

Preferred Stock

During June 2008 the Company authorized the issuance of 20,000,000 shares of no
par value preferred stock. The Board of directors designated the preferred stock
as Series A. The Series A preferred stock is convertible into 1,000 shares of
the Company's common stock per preferred share and has voting rights equivalent
to 1,000 votes per share.

During the six months ended June 30, 2008 the Company issued 2,000,000 shares of
Series A preferred stock for services to an officer valued at its fair value of
$3,200,000 which has been charged to operations during the period.

(7) SECURED CONVERTIBLE NOTES

On December 27, 2006, the Company entered into a Securities Purchase Agreement
with four accredited investors ("Note Holders") for the sale of an aggregate of
up to $1,000,000 of Callable Secured Convertible Notes (the "Convertible Notes")
and warrants to purchase up to 15,000,000 shares of its common stock (the
"Warrants"). The proceeds related to $600,000 of Convertible Notes and the
Warrants were received on December 27, 2006 and an additional $150,000 of the
Convertible Notes were issued on February 22, 2008. In connection with the
issuance of the additional $150,000 of Convertible Notes, the Company also
issued additional warrants to purchase up to 10,000,000 shares of its common
stock (the "Additional Warrants"). The Company has granted the Note Holders a
security interest in substantially all of the Company's assets.

The Convertible Notes bear interest at 8% per annum and have a maturity date of
three years from the date of issuance. No interest is payable for any month in
which the trading price of our common stock is greater than $0.40 for each
trading day during the month. The Company is not required to make any principal
payments during the term of the Convertible Notes.

The Convertible Notes are convertible at any time into shares of the Company's
common stock at the Note Holders' option, at a conversion price of 45% of the
average of the three lowest intra-day trading prices for the common stock as
quoted on the Over-the-Counter Bulletin Board for the 20 trading days preceding
the conversion date.

The Company also entered into a Registration Rights Agreement with the Note
Holders under which it was required to file, by January 26, 2007, a registration
statement to register for resale the shares of common stock issuable on


                                       8
<PAGE>

conversion of the $600,000 of Convertible Notes and exercise of the Warrants.
The registration statement was filed on February 1, 2007 and was required to be
effective by April 26, 2007. Because the registration statement did not become
effective until October 22, 2007, the Company began to incur penalties of 2% per
month of the outstanding principal amount of the Convertible Notes. However, at
December 31, 2007 the Note Holders agreed to waive these penalties. The Company
was required to file, by April 7, 2008, a registration statement to register for
resale the shares of common stock issuable on conversion of the $150,000 of
Convertible Notes and the Additional Warrants issued on February 22, 2008. The
Company has not yet filed the registration statement. An estimate of the
penalties that the Company expected to incur as a result of the delay in filing
the required registration statement was accrued as part of the initial
allocation of the proceeds of $150,000 received from the issuance of the
Convertible Notes and Additional Warrants. On Feburary 22, 2008, the Note
Holders provided a written waiver to the Company that

       (i)    waived the requirement for the Company to maintain a reserve of
              two times the number of shares issuable upon full conversion of
              the Notes so long as the Company has sufficient shares to address
              any Notice of Conversion provided to the Company and promptly
              addresses any failure to have such sufficient shares.

       (ii)   waived the payment of principal or quarterly interest until
              December 31, 2008.

       (iii)  waived any requirement that the Company may have to file a
              registration statement.

       (iv)   waived any penalties or default interest or acceleration of any
              obligations in accordance with the terms of the Notes with respect
              to any existing defaults.


As a result of this waiver, the registration penalties and default interest
previously accrued have been reversed and the Convertible Notes are not
considered to be in default at June 30, 2008.

Upon the occurrence of an event of default, as defined in the Convertible Notes,
the Note Holders may demand repayment at an amount equal to the greater of (i)
the then outstanding principal amount of the Convertible Notes, together with
unpaid interest and any outstanding registration penalties (collectively, the
"Default Sum") times 140% or (ii) the "parity value" of the Default Sum, where
parity value means (a) the highest number of shares of common stock issuable
upon conversion of such Default Sum, treating the Trading Day immediately
preceding the prepayment date as the "conversion date" for purposes of
determining the lowest applicable conversion price, multiplied by (b) the
highest closing price for the common stock during the period beginning on the
date of first occurrence of the Event of Default and ending one day prior to the
prepayment date.


                                       9
<PAGE>

The Company has the right to prepay the Convertible Notes so long as (i) no
Event of Default has occurred and is continuing, (ii) the Company has a
sufficient number of authorized shares of common stock reserved for issuance
upon full conversion of the Notes, and (iii) the common stock is trading at or
below $0.50 per share. The Company is required to give the Note Holders not less
than three trading days prior written notice. The Company may prepay the
Convertible Notes at an amount equal to the Default Sum multiplied by 140%. When
the requirements to exercise its right to prepay the Convertible Notes are met,
the Company's right to prepay the Convertible Notes at a premium may effectively
limit its liability related to any associated embedded derivative instruments
that have been bifurcated and accounted for separately and such limitation is
recognized in valuing those instruments. However, at June 30, 2008, the Company
does not have sufficient authorized shares of common stock to permit full
conversion of the Convertible Notes and therefore this limitation is not
currently effective.

If the average daily price of the common stock for each day of a month is below
$0.32 (the volume weighted average price of the common stock for the five
trading days immediately preceding issuance of the Convertible Notes), the
Company may, at its option, prepay a portion of the outstanding principal amount
of the Convertible Notes equal to 104% of the principal amount divided by 36,
plus one month's interest.

The 15,000,000 warrants issued on December 27, 2006 and the 10,000,000 warrants
issued on February 22, 2008 are exercisable for a period of seven years from the
date of issuance at an exercise price of $0.30 per share and $0.0001 per share,
respectively. In addition, on December 27, 2006, the Company issued to its
placement agent, 157,143 common stock warrants exercisable for a period of seven
years from the date of issuance at an exercise price of $0.30 per share

The conversion price of the Convertible Notes and the exercise price of the
warrants will be adjusted in certain circumstances such as if the Company pays a
stock dividend, subdivides or combines outstanding shares of common stock into a
greater or lesser number of shares, or takes such other actions as would
otherwise result in dilution of the Note Holders' position.

Because the number of shares that may be required to be issued on conversion of
the Convertible Notes is indeterminate, the embedded conversion option of the
Convertible Notes and the Warrants and Additional Warrants are accounted for as
derivative instrument liabilities in accordance with EITF Issue 00-19,
"Accounting for Derivative Financial Instruments Indexed To, and Potentially
Settled In, a Company's Own Common Stock" (EITF 00-19). Accordingly, the initial
fair values of the embedded conversion options, the Warrants and the Additional
Warrants were recorded as derivative instrument liabilities. Because the initial
fair values of the Warrants, the Additional Warrants and the bifurcated
derivative instruments exceeded the proceeds received, the Company recognized
initial charges to income for the difference.

The Company is required to re-measure the fair value of these derivative
instrument liabilities at each reporting period. The discount from the face
amount of the Convertible Notes represented by the value initially assigned to


                                       10
<PAGE>

the Warrants, Additional Warrants and bifurcated derivative instruments is
amortized over the period to the due date of the Convertible Notes, using the
effective interest method. However, as noted above, because the Company did not
timely file the registration statement required in connection with the $150,000
of Convertible Notes issued on February 22, 2008, an event of default occurred.
Accordingly, recognition of the unamortized discount was accelerated at that
time and, accordingly, the Convertible Notes are carried at their face amounts.

A summary of the 8% Callable Secured Convertible Notes at June 30, 2008, is as
follows:

                                                                      Carrying
                              Face      Principal    Unamortized       Value -
  Issue Date    Due Date     Amount    Outstanding     Discount    June 30, 2008
  ----------   ----------   --------   -----------   -----------   -------------

  12-27-2006   12-27-2009   $600,000     $566,505        $-0-           $566,505

  02-22-2008   02-22-2011   $150,000     $150,000        $-0-            150,000
                                                                   -------------
                                                                        $716,505
                                                                   -------------


(8) DERIVATIVE FINANCIAL INSTRUMENT LIABILITIES

The Company is required to re-measure the fair value of its derivative
instrument liabilities at each reporting period. For option-based derivative
instruments, the Company usually estimates fair value using the
Cox-Ross-Rubinstein binomial option valuation model, based on the market price
of the common stock on the valuation date, an expected dividend yield of 0%,
risk-free interest rates based on constant maturity rates published by the U.S.
Federal Reserve applicable to the remaining term of the instruments, and an
expected life equal to the remaining term of the instruments. The expected
volatility of our common stock over the remaining life of the derivative
instrument liabilities is based on a review of historical volatility of our
common stock and has been estimated at 180%.


                                       11
<PAGE>

At June 30, 2008, the following derivative liabilities related to common stock
Warrants were outstanding:


                                          Exercise
                 Expiry                  Price Per      Value -       Value -
  Issue Date      Date       Warrants      Share      Issue Date   June 30, 2008
  ----------   ----------   ----------   ---------   -----------   -------------

  12-27-2006   12-27-2013   15,000,000      $0.30     $1,985,385          $4,877

  12-27-2006   12-27-2013      157,143      $0.30         20,799              51

  02-22-2008   02-22-2015   10,000,000    $0.0001         12,951           4,962

                                                                   -------------
  Fair value of freestanding derivative instrument liabilities
   for warrants                                                           $9,890
                                                                   -------------

At June 30, 2008, the derivative liability associated with the Convertible Notes
was as follows:

                                Face
                              Amount -                Derivative     Derivative
                 Expiry     Convertible              Liability -     Liability -
  Issue Date      Date         Notes                  Issue Date   June 30, 2008
  ----------   ----------   -----------   --------   -----------   -------------

  12-27-2006   12-27-2009      $566,505                 $720,000      $1,672,026

  02-22-2008   02-22-2011      $150,000                 $405,294         432,529

                                                                   -------------
  Derivative liability associated with the Convertible Notes          $2,104,555
                                                                   -------------

(9)  CONSULTING AGREEMENT

During February 2008 the Company entered into a consulting agreement with a
client of its primary lender for a 90 day period. The agreement called for
payments aggregating $100,000 of which $80,000 has been paid at June 30, 2008,
and $20,000 is included in accounts payable and accrued expenses. The Company
has expensed $100,000 during the period ended June 30, 2008.


                                       12
<PAGE>

(10)  SUBSEQUENT EVENTS

STOCK ISSUANCES

The Company issued the following Common Stock after the end of the quarter
ended June 30, 2008 and prior to the filing of this Quarterly Filing.

146,153,846 shares of Company's common stock for conversion of loans.





                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read in
conjunction with our financial statements and notes thereto.

Trends and Uncertainties.

We are a development stage company. Our auditors have raised substantial doubt
as to our ability to continue as a going concern. We incurred net losses of
$(5,141,837) for the six months ended June 30, 2008, and have an accumulated
deficit of $(9,254,783) at June 30, 2008. As of June 30, 2008, we had total
assets of $11,490 and total liabilities of $3,114,757 creating a stockholders'
deficiency of $3,103,267. Cross Atlantic currently has $7,955 in cash as of
June 30, 2008.

Our ability to continue as a going concern is contingent upon our ability to
secure additional financing, increase ownership equity and attain profitable
operations. In addition, our ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently
encountered in established markets and the competitive environment in which we
operate.

We are pursuing financing for our operations and seeking additional investments
and we will need a minimum of $200,000 over the next twelve months to continue
operations. In addition, we are seeking to expand our revenue base by adding new
customers and increasing our advertising. Failure to secure such financing or to
raise additional equity capital and to expand its revenue base may result in
Cross Atlantic depleting our available funds and not being able pay our
obligations.

There are several known trends that are reasonably likely to have a material
effect on our net sales or revenues alongside our income from continuing
operations and profitability.

Our BlackWhiteCoffee is currently being produced at Peter Larsens coffee roaster
in Denmark. We do not own this coffee facility and we may not be able to produce
our coffee at this facility in the future. If we are not able to produce our
retail coffee at Peters Larsens coffee roaster our revenues and profit could be
effected negatively.

Our product is new to the market (December 2006) and we do not have any
customers (June 30 2008). Our ability to obtain and successfully sell our
product to new customers will be important for our ability to become profitable.

                                       14
<PAGE>

If we are not able to sell our products to retailers or distributors we may not
be able to sell our retail coffee at all and this could have a negative effect
on our profit and revenues.

Coffee at the moment (June 30, 2008) and in other different periods of time is
relatively more expensive at origin due to a difficult supply and demand
situation. It is likely that we will be forced to pay a higher price for coffee
in order to obtain the volumes described in our contract. It is likely that we
will be able to collect a higher price from our customers in such periods,
however if we are not able to collect a higher price we may be forced to turn
down coffee deliveries which will negatively effect our revenues or accept to
make a smaller profit which may effect our profitability.

Coffee is highly dependant on the right weather conditions. It is likely that we
experience lower volumes throughout our 10-year contract due to unfavorable
weather conditions.

The price of oil may lead to a higher freight cost for both inland trucking and
shipping by vessel. It is likely that our cost of freight may go down or go up
according to the world price of oil. We will try to forward a higher
transportation cost to our buyers, however if we are not successful in doing so
a higher or lower cost of transporting goods to the final destination will
affect our profitability.

Our profits could be negatively affected if any of the following occur:

-  If we are not able to find a private buyer or we need to sell our coffees on
   the Coffee, Sugar, Cocoa Exchange, we will make less profit or we might not
   be able to bring in a profit at all.
-  If Victoria Coffees are no longer capable or willing to supply us, weather
   financially able or psychically able.
-  If the price of transportation goes up
-  If there is an embargo on Uganda or Kenya
-  If there is civil insurrection
-  If one of our competitors are able to buy up all the coffee from farmers
-  If production in other countries exceed the world market demand prices may go
   down without our ability to get cheaper products.
-  If there is a war or force majure situation

Our other products that we are introducing to the market are: Fruit2 Go, a
drinkable drink snack. We will be finishing our packaging and out presenting the
products in the 3rd quarter. Waterless Wash and Wax, we are in label
development, and are looking for best avenue of distribution. Dr. Beers Gourmet
Pasta. We are out presenting the pasta to major retailers around the United
States.

Plan of Operation.

Cross Atlantic has experienced a loss from operations during its development
stage as a result of its investment necessary to achieve its operating plan,
which is long-range in nature. For the period from inception to June 30, 2008,
Cross Atlantic incurred a net loss of $(9,254,783). In addition, Cross Atlantic
has no significant assets or revenue generating operations.


                                       15
<PAGE>

In the first quarter of 2008, we ceased operations on importing our green coffee
due to the lack of margins to justify the expense. In November 2006, Cross
Atlantic announced the commencement of operations for a new wholesale food
division. Cross Atlantic will be producing its own brand name coffee and
obtaining exclusive distribution contracts with manufactures outside the United
States. Cross Atlantic will be presenting products to all major retailers
throughout the United States through our extensive broker network, which, along
with existing relationships, has enabled us to go direct to most major chains.
We estimate serving at least the top 50 coffee retailers, along with established
distribution houses.

Our wholesale food division will also enable Cross Atlantic to achieve
substantial revenue growth and profit if the strategy of selling retail coffee
and other products manufactured outside the United States directly or indirectly
to major U.S. retailers proves to be successful.

In December 2006, Cross Atlantic launched a retail coffee product under the
company's own brand name, "BlackWhite Coffee." We are just beginning to market
our product throughout the United States, presenting to all major retailers and
distribution houses.

Cross Atlantic will be manufacturing product in both Europe and the United
States. The first production of readymade retail coffee has been produced for
Cross Atlantic by Peter Larsens Coffee in Denmark. The production is aimed at
presenting the products to retailers and brokers in order to obtain small orders
and get production in place for larger orders in the future. Cross Atlantic is
currently looking to outsource sales of the BlackWhite Coffee in Denmark and the
United Kingdom to a locally established company in order to sell the products
produced by Cross Atlantic without dealing directly with the consumer or
retailer in the two countries.

Cross Atlantic is currently looking into the possibility of roasting the
BlackWhite Coffee aimed at the United States market with a roaster in the United
States. It is our goal to produce all retail coffee to be sold in the United
States locally within the country. Until a relationship with a roasting facility
in the United States has been found, Cross Atlantic expects to produce the
coffee in Denmark at Peter Larsens Coffee. Distribution of the retail coffee
began in the first quarter of 2007 through our current networks, with additional
sales to be driven from a web based marketing effort. We will launch this effort
with a "direct from source, direct to consumer" marketing approach. Cross
Atlantic has also secured the domain name for www.blackwhitecoffee.com

BlackWhite Coffee is a series of high quality consumer products manufactured by
Cross Atlantic in joint venture with coffee growing communities ensuring
sustainable business and trading terms for the individual farmer and a superior
quality for the consumer.

BlackWhite Coffee is made with the finest green coffee beans available, made
from AA Arabica that originates from the Region of Mt. Elgon in East Africa.
BlackWhite Coffee is a truly sophisticated blend, ensuring the consumer of one
of the finest coffees available. Buying green coffee at origin enables us to
eliminate the middleman, which gives us a competitive edge when evaluating on a
cost basis. Our low cost basis benefits sales on two fronts. Cross Atlantic is
now able to provide exceptional quality products with increased profit margins,


                                       16
<PAGE>

since we are direct to source, and distributors and retailers are enticed by our
cheaper prices. Our marketing strategy is to give the retailer a healthy margin,
meanwhile selling a premium coffee at well below our competitor's prices.

Cross Atlantic intends to buy the coffee to be used for the BlackWhite Coffee
direct once the production is running a full 40,000 pounds minimum per roast.
Cross Atlantic aims to buy coffee to be used for smaller quantities through
relationships with brokers such as Berhard Rothfos GmbH in Hamburg, Germany.
Coffee bought for smaller quantities may only be available at higher prices,
which likely have a negative impact on our profit margin.

Cross Atlantic intends to market its retail coffee, BlackWhite Coffee, on price,
quality and social story. The coffee is a gourmet AA Arabica quality that
normally retails in the high-end price range. Cross Atlantic wants to retail the
coffee in the mid to lower end price range, giving retailers and consumers a
good value at a good price point. Cross Atlantic would also like to brand the
coffees social story by explaining to consumers the direct link between the
coffee and the farmers via labeling and packaging. By buying direct, Cross
Atlantic supports the farming communities in Uganda thereby insuring the farmers
a fair price and a place to sell their products.

Cross Atlantic expects to generate revenues by producing BlackWhiteCoffee in
Denmark. We expect our production price to be $1.35 per 12oz bag, with a
wholesale price to the retailers of $2.00 to $2.10. We expect that the retailers
will offer the coffee to consumers for $2.99 making BlackWhiteCoffee one of the
cheapest gourmet coffees sold. Our price compares to a regular quality but our
quality compares to a high-end gourmet coffee.

We expect to present our retail coffee through a broker network, giving us the
advantage of the relationship between the broker and retailer. We have
redesigned our marketing and efforts and expect to obtain orders throughout
2008.

Throughout the first and second quarters of 2008, we have begun to focus on
manufacturing and distribution of nationally branded commodities, food and
general merchandise to food stores, supermarkets and club stores under a new
division called Import Foods Division ("IFD").

The function of IFD is to assist foreign manufacturers with marketing and
distribution of foods produced or manufactured outside the USA. IFD will
primarily focus on European manufacturers who desire to enter the US markets to
sell products.

Most foreign manufacturers are unfamiliar with US standards and require
assistance with packaging, labeling, nutritional disclosures, distribution and
sales. We can assist these clients and introduce them to most of the major
retailers, distributors and club stores. IFD already has the infrastructure in
place. We are very familiar with the conformities and standards required by the
US and assisting foreign manufacturers with packaging, labeling and US
regulations is a natural fit because we are already doing it for ourselves.

Our target clients are manufacturers that gross over $20 million in revenues and
contracts primarily with major retailers in their respective countries. These
manufacturers desire to enter new markets but lack the knowledge and/or
experience of producing compliant packaging or labeling when crossing borders.


                                       17
<PAGE>

IFD is the agent and consultant that will create a 'turn key operation' for
these manufacturers to seamlessly sell their products to new markets abroad.

In addition to using their sourcing agents from around the world, IFD will
advertise in Food & Beverage International, the information source for food and
drink manufacturers in Europe. Food and Beverage International has a guaranteed
circulation; the only magazine of its kind that has an audited circulation of
over 13,000 for each of the past 5 years. "F&B is read by industry experts,
producers, manufacturers and circulated only to the food and drink industry in
Europe. It is the magazine of choice for new products.

IFD expects to generate revenue from three fronts; retainer, program development
and percentage of sales. We will receive a $5,000 retainer from every
manufacturer and a six-month program, specific to the manufacturers needs, for
$30,000. After the six months, we receive 10% commission on the manufacturer's
sales.

In addition to our BlackWhite Coffee, Cross Atlantic Commodities, Inc., will
manufacture, distribute and market specialty food products and general
merchandise to large food chains, clubs and mass merchants. Through our moniker,
Import Foods Division, we will assist overseas manufacturers in the conformities
of US packaging and label standards.

We do not have sufficient cash on hand to meet funding requirements for the next
twelve months. Although we eventually intend to primarily fund general
operations with revenues received from the sale of green coffee, retail coffee
and ice cream, our revenues are not increasing at a rate sufficient to cover our
monthly expenses in the near future. If we are not successful in becoming cash
flowing, we will have to seek alternative funding through additional advances,
debt or equity financing in the next twelve months that could result in
increased dilution to the shareholders. No specific terms of possible equity or
debt financing have been determined or pursued.

Our other products that we are introducing to the market are: Fruit2 Go, a
drinkable drink snack. We will be finishing our packaging and out presenting the
products in the 3rd quarter. Waterless Wash and Wax, we are in label
development, and are looking for best avenue of distribution. Dr. Beers Gourmet
Pasta. We are out presenting the pasta to major retailers around the United
States.

Recent Financing

On February 22, 2008, we entered into a Securities Purchase Agreement with AJW
Capital Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New
Millennium Capital Partners II, LLC. Under the terms of the Securities Purchase
Agreement, the Investors purchased an aggregate of (i) $150,000.00 in Callable
Secured Convertible Notes and (ii) warrants to purchase 15,000,000 shares of our
common stock.

On December 27, 2006, we entered into a Securities Purchase Agreement with AJW
Capital Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New
Millennium Capital Partners II, LLC. Under the terms of the Securities Purchase
Agreement, the Investors purchased an aggregate of (i) $1,000,000 in Callable
Secured Convertible Notes and (ii) warrants to purchase 15,000,000 shares of our


                                       18
<PAGE>

common stock. Pursuant to the Securities Purchase Agreement, the Investors will
purchase the Notes and Warrants in two tranches as set forth below:

At closing on December 27, 2006, the Investors purchased Notes aggregating
$600,000 and Warrants to purchase 15,000,000 shares of CXAC common stock;

Upon effectiveness of the Registration Statement, the Investors will purchase
Notes aggregating $400,000.

The Notes carry an interest rate of 8% per annum and a maturity date of December
27, 2009. The notes are convertible into CXAC common shares at the applicable
percentage of the average of the lowest three (3) trading prices for CXAC shares
of common stock during the twenty (20) trading day period prior to conversion.
The "Applicable Percentage" means 50%; provided, however, that the Applicable
Percentage shall be increased to (i) 55% in the event that a Registration
Statement is filed within thirty (30) days of the closing, and (ii) 60% in the
event that the Registration Statement becomes effective within 120 days from the
Closing.

At our option, we may prepay a portion of the Notes in the event that no event
of default exists, there are a sufficient number of shares available for
conversion of the Notes and the market price is at or below $.25 per share. In
addition, in the event that the average daily price of the common stock, as
reported by the reporting service, for each day of the month ending on any
determination date is below $.32, we may prepay a portion of the outstanding
principal amount of the Notes equal to 104% of the principal amount hereof
divided by thirty-six (36) plus one month's interest. Exercise of this option
will stay all conversions for the following month. The full principal amount of
the Notes is due upon default under the terms of Notes. In addition, we have
granted the Investors a security interest in substantially all of our assets and
intellectual property as well as registration rights.

We simultaneously issued to the Investors seven year warrants to purchase
15,000,000 shares of our common stock at an exercise price of $.30.

The Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the Warrants and receive shares of our common stock such that
the number of shares of our common stock held by them and their affiliates after
such conversion or exercise does not exceed 4.99% of the then issued and
outstanding shares of CXAC's common stock.

There is no limit to the number of shares that we may be required to issue upon
conversion of the Notes as it is dependent upon our share price, which varies
from day to day. This could cause significant downward pressure on the price of
our common stock.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as
"special purpose entities" (SPEs).


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<PAGE>


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

NOT APPLICABLE

ITEM 4 - CONTROLS AND PROCEDURES.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our principal executive
officer and principal financial officer have evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the 1934 Act as of the end of the period covered by this
quarterly report ("Evaluation Date"). Based on such evaluation, our Chief
Executive Office and Chief Financial Officer has concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective.

(b) CHANGES IN INTERNAL CONTROLS. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of evaluation by our principal executive officer
and principal financial officer.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.

Item 2. Changes in Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

(a) Reports on Form 8-K. none
(b) Exhibits. none


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: August 7, 2008

                        Cross Atlantic Commodities, Inc.

                        By:  /s/ Jorge Bravo
                            ------------------------
                            Jorge Bravo
                            President and Director






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