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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-QSB

(Mark One)

[x]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2008

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT

For the transition period from __________to __________

Commission file number 000-52560

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

|Nevada                                                               | 98-0441419                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

314  837 West Hastings Street, Vancouver, British
Columbia Canada V6C 3N6(Address of principal executive offices)

604.684.6142(Issuers telephone number)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 35,750,000
common shares issued and outstanding as of September 8, 2008

Transitional Small Business Disclosure Format (Check one): Yes [
] No[x]

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

2

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INTELBAHN INC. (Formerly Lodge Bay Oil & Gas Corp.)
(A Development Stage Company)

FINANCIAL STATEMENTS

July 31, 2008

3

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|INTELBAHN INC.                      
|------------------------------------
|(Formerly Lodge Bay Oil & Gas Corp.)
|(A Development Stage Company)       
|                                    
|BALANCE SHEETS                      
|(Unaudited)                         

|                                                                 |   |          |   |   |             |  
|---------------------------------------------------------------- | - | -------- | - | - | ----------- | -
|                                                                 |   | July 31, |   |   | October 31, |  
|                                                                 |   | 2008     |   |   | 2007        |  
|                                                                 |   |          |   |   |             |  
|ASSETS                                                           |   |          |   |   |             |  
|                                                                 |   |          |   |   |             |  
|Current                                                          |   |          |   |   |             |  
|Cash                                                             | $ | 31,327   |   | $ | 5           |  
|Other assets  (Note 6)                                           |   | 60,054   |   |   | -           |  
|                                                                 |   | 91,831   |   |   | 5           |  
|                                                                 |   |          |   |   |             |  
|Equipment(Note 2)                                                |   | 5,000    |   |   |             |  
|                                                                 | $ | 96,381   |   | $ | 5           |  
|                                                                 |   |          |   |   |             |  
|                                                                 |   |          |   |   |             |  
|LIABILITIES                                                      |   |          |   |   |             |  
|                                                                 |   |          |   |   |             |  
|Current                                                          |   |          |   |   |             |  
|Accounts payable
      and accrued liabilities                   | $ | 7,913    |   | $ | 8,142       |  
|Due to related party (Note 3)                                    |   | -        |   |   | 236,338     |  
|Short-term debt (Note 3)                                         |   | 236,622  |   |   | -           |  
|                                                                 |   | 244,535  |   |   | 244,480     |  
|                                                                 |   |          |   |   |             |  
|Convertible
      debt(Note 4)                                   |   | 146,527  |   |   | -           |  
|                                                                 |   |          |   |   |             |  
|                                                                 |   | 391,062  |   |   | 244,480     |  
|                                                                 |   |          |   |   |             |  
|STOCKHOLDERS DEFICIT                                            |   |          |   |   |             |  
|                                                                 |   |          |   |   |             |  
|Common stock (Note 5)                                            |   |          |   |   |             |  
|Authorized:                                                      |   |          |   |   |             |  
|4,500,000,000 common shares with
      a par value of $0.001 and |   |          |   |   |             |  
|20,000,000
      preferred shares with $0.001 par value          |   |          |   |   |             |  
|                                                                 |   |          |   |   |             |  
|Issued and
      outstanding:                                    |   |          |   |   |             |  
|35,750,000 common shares (Oct 31, 2007  17,875,000)             |   | 35,750   |   |   | 1,600       |  
|Additional paid-in capital                                       |   | 25,250   |   |   | 59,400      |  
|Deficit
      accumulated during the development stage           |   | (355,681 | ) |   | (305,475    | )
|                                                                 |   |          |   |   |             |  
|                                                                 |   | (294,681 | ) |   | (244,475    | )
|                                                                 |   |          |   |   |             |  
|                                                                 | $ | 96,381   |   | $ | 5           |  

Commitments (Note 6)

The accompanying notes are an integral part of these financial
statements

4

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|INTELBAHN INC.                      
|------------------------------------
|(Formerly Lodge Bay Oil & Gas Corp.)
|(A Development Stage Company)       
|                                    
|STATEMENTS OF OPERATIONS            
|(Unaudited)                         

|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|---------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ------------ | - | - | ------------- | -
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   | Cumulative    |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   | from          |  
|                                   |   | Three      |   |   | Three      |   |   | Nine       |   |   |              |   |   | November 22,  |  
|                                   |   | months     |   |   | months     |   |   | months     |   |   | Nine         |   |   | 2004 (Date of |  
|                                   |   | ended      |   |   | ended      |   |   | ended      |   |   | months ended |   |   | Inception) to |  
|                                   |   | July 31,   |   |   | July 31,   |   |   | July 31,   |   |   | July 31,     |   |   | July 31,      |  
|                                   |   | 2008       |   |   | 2007       |   |   | 2008       |   |   | 2007         |   |   | 2008          |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|EXPENSES                           |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|Consulting fees                    | $ | 32,082     |   | $ | -          |   | $ | 32,082     |   | $ | -            |   | $ | 32,082        |  
|Filing fees                        |   | 6,245      |   |   | -          |   |   | 6,245      |   |   | -            |   |   | 6,245         |  
|Foreign exchange
      (gain) loss |   | 2,329      |   |   | -          |   |   | (8,925     | ) |   | -            |   |   | 35,874        |  
|Impairment of oil and              |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|gas property                       |   | -          |   |   | -          |   |   | -          |   |   | -            |   |   | 202,603       |  
|Interest and bank charges          |   | 360        |   |   | -          |   |   | 360        |   |   | -            |   |   | 360           |  
|Management fees                    |   | 998        |   |   | -          |   |   | 998        |   |   | -            |   |   | 998           |  
|Office and general                 |   | 331        |   |   | 1,472      |   |   | 724        |   |   | 2,887        |   |   | 8,732         |  
|Professional
      fees            |   | -          |   |   | 1,745      |   |   | 15,990     |   |   | 10,407       |   |   | 66,055        |  
|Transfer agent fee                 |   | 2,732      |   |   | -          |   |   | 2,732      |   |   | -            |   |   | 2,732         |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|NET LOSS                           | $ | (45,077    | ) | $ | (3,217     | ) | $ | (50,206    | ) | $ | (13,294      | ) | $ | (355,681      | )
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|LOSS PER SHARE - BASIC AND         |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|DILUTED                            | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.00        | ) |   |               |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|                                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|WEIGHTED AVERAGE NUMBER            |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|OF COMMON SHARES                   |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|OUTSTANDING  BASIC AND            |   |            |   |   |            |   |   |            |   |   |              |   |   |               |  
|DILUTED                            |   | 35,750,000 |   |   | 80,000,000 |   |   | 62,396,898 |   |   | 80,000,000   |   |   |               |  

The accompanying notes are an integral part of these financial
statements

5

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|INTELBAHN INC.                      
|------------------------------------
|(Formerly Lodge Bay Oil & Gas Corp.)
|(A Development Stage Company)       
|                                    
|STATEMENTS OF CASH FLOWS            
|(Unaudited)                         

|                                                |   |             |   |   |             |   |   |                     |  
|----------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                                |   |             |   |   |             |   |   | Cumulative          |  
|                                                |   |             |   |   |             |   |   | from                |  
|                                                |   | Nine months |   |   | Nine months |   |   | November 22, 2004   |  
|                                                |   | ended       |   |   | ended       |   |   | (Date of Inception) |  
|                                                |   | July 31,    |   |   | July 31,    |   |   | to July 31,         |  
|                                                |   | 2008        |   |   | 2007        |   |   | 2008                |  
|                                                |   |             |   |   |             |   |   |                     |  
|                                                |   |             |   |   |             |   |   |                     |  
|Cash Flows from Operating Activities            |   |             |   |   |             |   |   |                     |  
|Net loss                                        | $ | (50,206     | ) | $ | (13,294     | ) | $ | (355,681            | )
|Adjustment for items not
      affecting cash:  |   |             |   |   |             |   |   |                     |  
|Foreign exchange loss                           |   | 284         |   |   | -           |   |   | 45,083              |  
|Impairment of oil and gas property              |   | -           |   |   | -           |   |   | 202,603             |  
|Change in
      non-cash working capital items: |   |             |   |   |             |   |   |                     |  
|Other assets                                    |   | (60,054     | ) |   | -           |   |   | (60,054             | )
|Accounts payable and accrued liabilities        |   | (229        | ) |   | (4,685      | ) |   | 7,913               |  
|Accrual interest                                |   | 292         |   |   | -           |   |   | 292                 |  
|Net cash used in operations                     |   | (109,913    | ) |   | (17,979     | ) |   | (159,844            | )
|                                                |   |             |   |   |             |   |   |                     |  
|Cash Flows from Investing Activities            |   |             |   |   |             |   |   |                     |  
|Oil and Gas Property                            |   | -           |   |   | -           |   |   | (247,402            | )
|Purchase of equipment                           |   | (5,000      | ) |   | -           |   |   | (5,000              | )
|Net cash used
      in investing activities     |   | (5,000      | ) |   | -           |   |   | (252,402            | )
|                                                |   |             |   |   |             |   |   |                     |  
|Cash Flows from Financing Activities            |   |             |   |   |             |   |   |                     |  
|Capital stock
      issued                      |   | -           |   |   | -           |   |   | 61,000              |  
|Due to related party                            |   | -           |   |   | 17,297      |   |   | -                   |  
|Short-term debt                                 |   | -           |   |   | -           |   |   | 236,338             |  
|Proceeds from convertible debt                  |   | 146,235     |   |   | -           |   |   | 146,235             |  
|Net cash provided by financing activities       |   | 146,235     |   |   | 17,297      |   |   | 443,573             |  
|                                                |   |             |   |   |             |   |   |                     |  
|Increase (Decrease) In Cash                     |   | 31,322      |   |   | (682        | ) |   | 31,327              |  
|                                                |   |             |   |   |             |   |   |                     |  
|Cash, Beginning                                 |   | 5           |   |   | 720         |   |   | -                   |  
|                                                |   |             |   |   |             |   |   |                     |  
|Cash, Ending                                    | $ | 31,327      |   | $ | 38          |   | $ | 31,327              |  
|                                                |   |             |   |   |             |   |   |                     |  
|                                                |   |             |   |   |             |   |   |                     |  
|Supplementary Cash Flow Information             |   |             |   |   |             |   |   |                     |  
|Cash paid for:                                  |   |             |   |   |             |   |   |                     |  
|Interest                                        | $ | -           |   | $ | -           |   | $ | -                   |  
|Income taxes                                    | $ | -           |   | $ | -           |   | $ | -                   |  

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

6

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|INTELBAHN INC.                      
|------------------------------------
|(Formerly Lodge Bay Oil & Gas Corp.)
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|July 31, 2008                       
|(Unaudited)                         

|NOTE 1  BASIS
      OF PRESENTATION
|------------------------------------

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended October 31, 2007 included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended July 31, 2008 are not necessarily indicative of the results that may be expected for the year ending October 31, 2008.

|NOTE 2 
      EQUIPMENT
|------------------------

Equipment comprises the following:

| |                    |   |       |  |   | July 31, 2008 |  |   |                      |  |   | October 31, 2007     | 
| | ------------------ | - | ----- |  | - | ------------- |  | - | -------------------- |  | - | -------------------- | 
| |                    |   |       |  |   | Accumulated   |  |   |                      |  |   |                      | 
| |                    |   | Cost  |  |   | Amortization  |  |   | Net
      Book Value |  |   | Net
      Book Value | 
| |                    |   |       |  |   |               |  |   |                      |  |   |                      | 
| | Computer equipment | $ | 5,000 |  | $ | -             |  | $ | 5,000                |  | $ | -                    | 

|NOTE 3 
      SHORT-TERM DEBT
|------------------------------

At July 31, 2008, the Company owed $236,622 to the former
president of the Company who resigned on April 1, 2008. The loan is unsecured,
bears no interest and is payable on demand.

|NOTE 4 
      CONVERTIBLE DEBT
|-------------------------------

On May 28, 2008, the Company entered into a credit facility agreement with Gruppo Trimark Management Corp (“Gruppo”). The Company can borrow up to CAD $505,000 from the lender, for a period of five years from the date of execution of this agreement.  The maximum amount that the Company can draw on is CAD $50,000 in any calendar month unless the Company requests a larger monthly sum by delivering notice in writing to Gruppo 20 days in advance.  The balance is unsecured and bears interest of 3.98% per annum.  Both the principal and interest are due and payable on the expiration of the credit term (May 28, 2013). The debt carries a convertible feature where Gruppo has the right at any time to convert the full credit amount outstanding into common stock of the Company based on a conversion price of $0.05. The conversion feature had no intrinsic value and accordingly no beneficial conversion feature was recognized.

As at July 31, 2008, the balance of $146,527 (October 31, 2007
- $Nil) includes accrued interest of $292 (October 31, 2007 $Nil). None of the
balance owing was converted to the Companys common shares.

7

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|INTELBAHN INC.                      
|------------------------------------
|(Formerly Lodge Bay Oil & Gas Corp.)
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|July 31, 2008                       
|(Unaudited)                         

|NOTE 5  COMMON
      STOCK
|---------------------------

| | a) | On April 16, 2008, 885,000 shares of a former director of
      the Company were returned to treasury and cancelled.                                                                                                                                                                                                                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | b) | On April 24, 2008, the Company effected a twenty-five for
      one split of its authorized and issued and outstanding common stock. As a
      result of the stock split, the Companys authorized capital increased to
      2,250,000,000 from 90,000,000 common shares with a par value of $0.001 per
      share, and the issued and outstanding common stock was increased from
      1,600,000 shares to 17,875,000 shares after the return of the shares
      stated in (a) above.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | c) | On June 4, 2008, the Company effected a two for one split
      of its authorized and issued and outstanding common stock. As a result of
      the stock split, the Companys authorized capital increased to
      4,500,000,000 from 2,250,000,000 common shares with a par value of $0.001
      per share, and the issued and outstanding common stock was increased to
      35,750,000 from 17,875,000 shares.                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | d) | All shares and per share information, in these financial
      statements, have been retroactively restated to reflect the share
      splits.                                                                                                                                                                                                                                                                                                                                             

|NOTE 6 
      COMMITMENTS
|--------------------------

| | a) | On July 7, 2008 the Company entered into an IT services agreement with a consultant.  The consultant will provide the Company with information technology consulting services.  The agreement is for the period July 7, 2008 to June 30, 2009.  During the term of the agreement the Company will pay the consultant $11,260 per month.  The Company also paid the consultant a non-recoverable retainer for services of $35,500 upon execution of the agreement. The retainer is included in other assets and is being expensed over the term of the agreement.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | b) | On July 7, 2008 the Company entered into an IT services agreement with a consultant. The consultant will provide the Company with information technology consulting services.  The agreement is for the period July 7, 2008 to June 30, 2009.  During the term of the agreement the Company will pay the consultant $250 per day based on an 8 hour work day.                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | c) | On July 7, 2008 the Company entered into an IT services agreement with a consultant. The consultant will provide the Company with information technology consulting services.  The agreement is for the period July 7, 2008 to June 30, 2009.  During the term of the agreement the Company will pay the consultant $9,000 per month.  The Company also paid the consultant a non-recoverable retainer for services of $28,500 upon execution of the agreement. The retainer is being expensed over the term of the agreement.                                  

8

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements.
Forward-looking statements are statements that relate to future events, future
financial performance or are otherwise projections of future results. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section of this quarterly report on Form 10-QSB entitled Risk Factors, that
may cause our companys or our industrys actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Unless otherwise specified in this quarterly report, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to shares of our common stock.

As used in this quarterly report, the terms we, us, our
and Intelbahn mean Intelbahn Inc., unless otherwise indicated. We have no
subsidiaries.

Corporate History

We were incorporated in the State of Nevada on November 22,
2004, under the name Lodge Bay Oil & Gas Corp. On April 24, 2008, we
changed our name to Intelbahn Inc. We effected this name change by merging
with our wholly owned subsidiary, named Intelbahn Inc., a Nevada corporation
that we formed specifically for this purpose. We changed the name of our company
to better reflect the direction and business of our company.

In addition, effective April 24, 2008, we effected a 25 for one
stock split of our authorized and issued and outstanding common stock. As a
result, our authorized capital has increased from 90,000,000 shares of common
stock with a par value of $0.001 to 2,250,000,000 shares of common stock with a
par value of $0.001, and our issued and outstanding share capital has increased
from 715,000 shares of common stock to 17,875,000 shares of common stock.

The name change and stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on April 24,
2008.

Effective June 19, 2008, we affected a two for one stock
forward split of our authorized and issued and outstanding common and preferred
stock. As a result, our authorized capital has increased from:

- 2,250,000,000 common shares with a par value of $0.001 to 4,500,000,000
  common shares with a par value of $0.001 to 4,500,000,000 common shares with a
  par value of $0.001; and
- 10,000,000 preferred shares with a par value of $0.001 to 20,000,000
  preferred shares with a par value of $0.001 to 20,000,000 preferred shares
  with a par value of $0.001.

Our new CUSIP number for our common stock is 45823N
208.

9

---

Effective July 9, 2008, we entered into IT Service Agreements
with Andriy Zolotoiy, Ivan Pankov and ZoidSoft, Inc. Pursuant to the terms of
the agreement with Andriy Zolotoiy, we have agreed to pay Mr. Zolotoiy a $35,500
non-recoverable retainer and $11,260 monthly for the term of the contact.
Pursuant to the terms of the agreement with Ivan Pankov, we have agreed to pay
Mr. Pankov $250 per day for the term of the contract, based on an eight (8) hour
work day. Pursuant to the terms of the agreement with ZoidSoft, Inc., we have
agreed to pay Zoidsoft a $28,500 non-recoverable retainer and $9,000 monthly for
the term of the contact. The agreements are for information technology
consulting services on a per project basis and were entered into to reflect our
anticipated direction.

Since inception, we had been involved in the exploration of oil
and gas properties. Effective July 9, 2008, we retained Andriy Zolotoiy, Ivan
Pankov and Daniel Dos Santos as technology directors of our company. As a
result, we have change the focus of our company to developing, marketing,
selling, installing and maintaining next-generation biometrically-enhanced
security hardware and software for identification, authentication and
authorization controls in small, medium and large business environments.

Our Current Business

Effective July 9, 2008, with the retention of Andriy Zolotoiy,
Ivan Pankov and Daniel Dos Santos as technology directors, we changed the focus
and direction of our business to the development, marketing, sales, installation
and maintenance of next generation biometrically enhanced security hardware and
software for identification, authentication and authorization controls in small,
medium and large business environments. We are pursuing the development of a
proprietary software system, IdentMetrix, which is to offer a complete solution
for human palm based recognition, authentication and access controls for such
environments as commercial and residential buildings, data centres, warehousing
facilities, banks, ATM services, airports and government facilities. Smaller
scale targets include individual offices, residences and individualized zone
access controls within larger business facilities. IdentMetrix uses a next
generation palm based recognition device that does not require touching the
scanning device and offers its analysis through reading of the vein structure in
the palm. The complete system offers complete registration, identification,
authentication, access control, logging, tracking, visual summaries and
reporting, with multiple layers of administrative access rights. For smaller
implementations, such as residential and commercial buildings, the key benefit
of the system is that of convenience and cost reduction, while, for larger
implementations, the security of the system offers more attractiveness. The
technology is currently under its final stages of development and is expected
for a pilot launch before the end of 2008.

Market

The worldwide commercial spending on security systems exceeds
$22 billion, excluding government and financial segments. Government and
financial segments account for another $26 billion and residential spending on
initial system deployment is in excess of $6 billion. The market targeted by our
company, however, may exceed the totals represented by these individual
segments, because the convenience and the security offered by the system, at
much lower cost than previously feasible, offers opportunities for installations
otherwise deemed ineffective, such as warehouses, zone-by-zone condominium and
commercial access, airport facilities and government controls per person,
including passport checks and other forms of identification. These channels
bring the total feasible market targeted by our companys comprehensive security
suite to approximately $72 billion. The figure takes into account the fact that
we are a single point of service for technology, installation and maintenance, a
synergy that allows for the creation of new markets through marketing focused on
ease of setup and use.

Competition

Our IdentMetrix security suite targets various segments of the
security market and each segment is targeted by different competitors, while
some segments would welcome the system as a new concept untargeted by direct
competitors. The analysis below provides a high level outline of the competition
space by segment.

- Residential Condominium Access Control: Most modern residential
  developments use devices that offer access with a FOB or access card. These
  cards must be swiped or positioned near a reading device at various entry
  points to offer access to the facilities. There are multiple issues with such
  systems that render them inferior to IdentMetrix: (a) each resident must pay
  for one or more FOB or access cards, each costing $50 to $75. Cards must be
  replaced on average once every three years, due to loss, theft or wear-out.
  The annual cost to the residences of each condominium building in a
  metropolitan area is on average $60,000, which includes card replacements and
  scanner maintenance. Initial costs are on average $165,000, including all
  cards needed and the systems; (b) temporary access cards are not feasible to
  issue to guests of residence. Such cards would expire after a certain period
  or offer only limited access to the building (e.g., through the parking lot
  only); (c) Cards are inconvenient to use. For a person carrying grocery bags,
  it is much easier to place either the left or the right hand to open the door
  than to pull a card, a key or a fob out to place near a reader. IdentMetrix
  reduces costs by nearly 80% on average with no ongoing card replacement costs,
  while addressing all the disadvantages mentioned above (offering limited guest
  access and the convenience of not having to carry additional cards, FOB
  devices or keys).

10

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- Commercial Access Points: Many commercial establishments in
  metropolitan areas require registration and access controls. In such cases,
  temporary access cards are issued. Such cards involve systems that cost most
  such buildings in excess of $500,000 to implement properly and, in many cases
  generate much waste (temporary cards are disposed of after each visit). In
  many cases, if a person wishes to visit multiple floors on the same day, the
  person must keep returning to the registration desk and be issued new access
  cards, offering much inconvenience and more waste generation. Cards can also
  possibly be used by other individuals, limiting the security that is offered
  by existing systems. IdentMetrix can offer average savings of 70% on most
  system implementations, while offering convenience to visitors and generating
  no waste at all. Furthermore, IdentMetrix requires the presence of the actual
  authorized individual and its rights cannot be swapped the way card can.
- Banks, Government and Airport Facilities: Financial institutions
  still rely heavily on decades old card-based identification technologies. In
  the past, systems that relied on biometric technologies could not identify and
  authenticate banking clients with sufficient security. With IdentMetrix, a
  next-generation, integrated biometric solution can be used in most financial
  transactions, as well as, in many cases, governmental institutions. Intelbahn
  plans to enter this market once it has established itself as a trusted
  security brand name across other industries.
- General Biometric Facilities: Many warehouses, data centres and
  other secure facilities (even individual offices and residences) have begun
  using biometric devices, such as fingerprint readers, for identification,
  authorization and access controls. In many cases, such systems suffer from the
  many disadvantages highlighted earlier, but they also are not very secure,
  because no fingerprint reading technology has yet completely addressed the
  ease of fingerprint theft.

Fingerprints can be collected easily from any area that has
been touched by a person, making fingerprint readers highly disadvantaged.
Additionally, fingerprint readers cannot identify individuals efficiently and
can also be used for authentication at this point. IdentMetrix uses
latest-generation vein reading technology, which has virtually no chance of
offering a false authorization, while still remaining highly cost competitive in
the market.

Employees

Our directors and officers act as employees of our company. In
addition, we have retained Andriy Zolotoiy, Ivan Pankov, Daniel Dos Santos and
Julio Torres to act as technology directors of our company. Brandon Truaxe acts
as our branding and technology advisor and Michael Basler acts as our financial
advisor.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Personnel Plan

We do not anticipate any significant changes in the number of
employees during the next 12 months.

11

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Plan of Operation

You should read the following discussion of our financial
condition and results of operations together with our reviewed but unaudited
financial statements and the notes to those reviewed but unaudited financial
statements included elsewhere in this filing prepared in accordance with
accounting principles generally accepted in the United States. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those anticipated in
these forward-looking statements.

Anticipated Cash Requirements

For the next 12 months we plan to expend a total of
approximately $37,000 in searching for and acquiring a suitable
business:

Expense
    
    CostGeneral and administrative expenses
    $
    1,000Management and administrative costs.
    
    6,000Legal Fees
    
    25,000Auditor Fees
    
    20,000Lease
    
    8,000$
    60,000


Results of Operations

Three months ended July 31, 2008 compared to three months
ended July 31, 2007.

Three months
    
    
    Three monthsended
    
    
    endedJuly 31, 2008
    
    
    July 31, 2007Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    
    45,077
    
    
    3,217Net Loss
    $
    45,077
    
    $
    3,217


Expenses

Our operating expenses for the three month periods ended July
31, 2008 and July 31, 2007 are outlined in the table below:

Three months
    
    
    Three monthsended
    
    
    endedJuly 31, 2008
    
    
    July 31, 2007Consulting fees
    $
    32,082
    
    $
    NilFiling fees
    $
    6,245
    
    $
    NilForeign exchange (gain) loss
    $
    2,329
    
    $
    NilImpairment of oil and gas property
    $
    Nil
    
    $
    NilInterest and bank charges
    $
    360
    
    $
    NilManagement fees
    $
    998
    
    $
    NilOffice and general
    $
    331
    
    $
    1,472Professional fees
    $
    Nil
    
    $
    1,745Transfer agent fees
    $
    2,732
    
    $
    Nil


12

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Operating expenses for the three months ended July 31, 2008 increased by 1301% as compared to the comparative period in 2007 primarily as a result of an increase in consulting fees, filing fees, transfer agent fees and foreign exchange loss.

Nine months ended July 31, 2008 compared to nine months
ended July 31, 2007.

Nine months
    
    
    Nine monthsended
    
    
    endedJuly 31, 2008
    
    
    July 31, 2007Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    
    50,206
    
    
    13,294Net Loss
    $
    50,206
    
    $
    13,294


Expenses

Our operating expenses for the nine month periods ended July
31, 2008 and July 31, 2007 are outlined in the table below:

Nine months
    
    
    Nine monthsended
    
    
    endedJuly 31, 2008
    
    
    July 31, 2007Consulting fees
    $
    32,082
    
    $
    NilFiling fees
    $
    6,245
    
    $
    NilForeign exchange (gain) loss
    $
    (8,925
    )
    $
    NilImpairment of oil and gas property
    $
    Nil
    
    $
    NilInterest and bank charges
    $
    360
    
    $
    NilManagement fees
    $
    998
    
    $
    NilOffice and general
    $
    724
    
    $
    2,887Professional fees
    $
    15,990
    
    $
    10,407Transfer agent fees
    $
    2,732
    
    $
    Nil


Revenue

We have not had any revenues from operations since inception
(November 22, 2004). We do not anticipate that we will earn any revenues from
operations unless and until we acquire and operated a profitable business. This
might never happen and we can offer no assurance that even if we acquire a
business that it will ever be profitable.

Liquidity and Capital Resources

Working Capital

As at
    
    
    As at October
    
    
    PercentageJuly 31, 2008
    
    
    31, 2007
    
    
    Increase / (Decrease)Current Assets
    $
    91,831
    
    $
    5
    
    
    1,836,520
    
    %Current Liabilities
    $
    244,535
    
    $
    244,480
    
    
    0.02
    
    %Working Capital
    $
    (152,704
    )
    $
    (244,475
    )
    
    (37.53
    )
    %


13

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Cash Flows

|                                          |   | Nine Months Ended |   |   | Nine Months Ended |  
|----------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                          |   | July 31, 2008     |   |   | July 31, 2007     |  
|Net cash used in operations               | $ | (109,913          | ) | $ | (17,979           | )
|Net cash used in investing activities     | $ | (5,000            | ) | $ | Nil               |  
|Net cash provided by financing activities | $ | 146,235           |   | $ | 17,297            |  
|Increase (decrease) In Cash               | $ | 31,322            |   | $ | (682              | )

Our net cash used by operating activities for the nine months
ended July 31, 2008 was $109,913 compared with $17,979 for the nine months ended
July 31, 2007. Our management believes that we will need additional funding in
order to meet our operating expenses.

Future Financings

To date, we have secured funding through a $505,000 line of
credit. Over the next six months, this funding will take us through our final
stages of product development, pilot launch, marketing and sales development and
it will also be used for the purposes of paying for general and administrative
operating expenses, extend and improve the product marketed, recruit and
maintain the employment of staff, develop, test and maintain computer
technology, design and create materials for promotion, pay for capital
expenditures, pay for regulatory compliance fees, regulatory compliance audits,
financial audits, taxes, annual registration fees, industry membership fees and
trade registration fees, file and maintain international trademark registrations
and patents and pay for any expenses associated with carrying out our plan of
business.

We will require additional funds to implement our growth
strategy in our new business. These funds may be raised through equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. There is still no assurance that
we will be able to maintain operations at a level sufficient for an investor to
obtain a return on his investment in our common stock. Further, we may continue
to be unprofitable.

Off-Balance Sheet Arrangements

We have no 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.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount 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.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

RISK FACTORS

An investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and the other
information in this prospectus before investing in our common stock. If any of
the following risks occur, our business, operating results and financial
condition could be seriously harmed. The trading price of our common stock, when
and if we trade at a later date, could decline due to any of these risks, and
you may lose all or part of your investment.

14

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Risks Related to our Business

Our success depends on the acceptance and use of our
IdentMetrix Security Suite.There can be no assurances that any market
for our products and services will ever develop.

Our success will depend, to a large extent, on the acceptance
of our IndentMetrix Security Suite technology in a market that is targeted by
different competitors. Our strategy is currently to become a single point of
service fro technology, installation and maintenance of our product, allowing
for the creation of new markets through marketing focused on ease of setup and
use. Eventual success will also depend on our ability to deliver reliable
products and services, on time and within required performance parameters. There
can be no assurances that any market for our products and services will ever
develop.

Our success will depend, in part, upon our ability to
enhance current products and to install such products in end-user applications
on a timely and cost-effective basis. In addition, we must develop new products
that meet changing market conditions, including changing customer needs, new
competitive product offerings and enhanced technology. There can be no assurance
that we will be successful in developing and marketing - on a timely and
cost-effective basis - new products and enhancements that respond to such
changing market conditions.

We expect that a significant portion of our future revenue will
be derived from the sale of newly introduced products and from enhancement of
existing products. Our success will depend, in part, upon our ability to enhance
current products and to install such products in end-user applications on a
timely and cost-effective basis. In addition, we must develop new products that
meet changing market conditions, including changing customer needs, new
competitive product offerings and enhanced technology. There can be no assurance
that we will be successful in developing and marketing - on a timely and
cost-effective basis - new products and enhancements that respond to such
changing market conditions. If we are unable to anticipate or adequately respond
on a timely or cost-effective basis to changing market conditions, to develop
new software products and enhancements to existing products, to correct errors
on a timely basis or to complete products currently under development, or if
such new products or enhancements do not achieve market acceptance, our
companys business, financial condition, operating results and cash flows could
be materially adversely affected. In light of the difficulties inherent in
software development, we expect that we will experience delays in the completion
and introduction of new software products.

Risks Related to our Company

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $31,327 as of July 31, 2008. We
anticipate that we may require additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate
that we will not have sufficient capital to fund our ongoing operations for the
next 12 months. We may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure
any additional financing necessary through loans from related or third parties.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon our company. We will require further funds to finance the
development of any business opportunity that we acquire. There can be no
assurance that such funds will be available or available on terms satisfactory
to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future shareholders is likely to result. If adequate
funds are not available on acceptable terms when needed, we may be required to
delay, scale back or eliminate the development of any business opportunity that
we acquire. Inadequate funding could also impair our ability to compete in the
marketplace, which may result in the dissolution of our company.

15

---

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities and we may raise funds in the
future through the sale of additional equity securities, a decline in the price
of our common stock could be especially detrimental to our liquidity and our
continued operations. Any reduction in our ability to raise equity capital in
the future would force us to reallocate funds from other planned uses and would
have a significant negative effect on our business plans and operations,
including our ability to develop new products and continue our current
operations. If our stock price declines, we may not be able to raise additional
capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are
no assurances that we will be successful in addressing these risks, and failure
to do so may adversely affect our business.

It is unlikely that we will generate any or significant
revenues while we seek a suitable business opportunity. Our short and long-term
prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully
acquire a new business opportunity in order to generate revenues in an amount
sufficient to cover any and all future costs and expenses in connection with any
such business opportunity. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we complete a business combination or
acquire a business opportunity. This may result in our company incurring a net
operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that
result in a net profit to us. There is no assurance that we will identify a
suitable business opportunity or complete a business combination.

We may be unsuccessful at identifying, acquiring and
operating suitable business opportunities and if we are unable to find, acquire
or operate a suitable opportunity for our company, we may never achieve
profitable operations.

We may not be able to find the right business opportunity for
our company to become engaged in or we may not succeed in becoming engaged in
the business opportunity we choose because we may not act fast enough or have
enough money or other attributes to attract the new business opportunity. Before
we begin to have any significant operations, we will have to become involved in
a viable business opportunity. In addition, in order to be profitable, we will
have to, among other things, hire consultants and employees, develop products
and/or services, market our products/services, ensure supply and develop a
customer base. There is no assurance that we will be able to identify,
negotiate, acquire and develop a business opportunity and we may never be
profitable.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from November 22, 2004 (date of inception)
to July 31, 2008 was $355,681. We had cash of $31,327 as of July 31, 2008. We
currently do not have any operations and

16

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we have no income. We estimate our average monthly operating
expenses to be approximately $5,000 each month. We cannot provide
assurances that we will be able to successfully explore and develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements for the period
ended July 31, 2008. If we are unable to continue as a going concern, investors
will likely lose all of their investments in our company.

Risks Associated with Our Common Stock

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently no market for our common stock and we can
provide no assurance to investors that a market will develop. If a market for
our common stock does not develop, our shareholders may not be able to re-sell
the shares of our common stock that they have purchased and they may lose all of
their investment. Public announcements regarding our company, changes in
government regulations, conditions in our market segment or changes in earnings
estimates by analysts may cause the price of our common shares to fluctuate
substantially. These fluctuations may adversely affect the trading price of our
common shares.

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and FINRA's sales practice
requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low

17

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priced securities to their non-institutional customers,
broker-dealers must make reasonable efforts to obtain information about the
customer's financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes that there is
a high probability that speculative low-priced securities will not be suitable
for at least some customers. FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock.

ITEM 3. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer and principal financial and accounting officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of July 31, 2008, the end of the nine month period covered
by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our president, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
the foregoing, our president concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended July 31, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

18

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ITEM 6. EXHIBITS.

|Exhibit | Description                                                                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                     
|(3)     | Articles of Incorporation and
      Bylaws                                                                                                                                                                          
|        |                                                                                                                                                                                                                     
|3.1     | Articles of Incorporation (incorporated
      by reference to our Registration Statement on Form SB-2 filed on March 6,
      2006)                                                                                 
|        |                                                                                                                                                                                                                     
|3.2     | Bylaws (incorporated by reference
      to our Registration Statement on Form SB-2 filed on March 6, 2006)                                                                                                          
|        |                                                                                                                                                                                                                     
|3.3     | Articles of Merger filed with the
      Nevada Secretary of State on April 9, 2008 effective April 23, 2008  (incorporated
      by reference from our Current Report on Form 8-K filed on May 2, 2008)             
|       
|3.4     | Certificate of Change filed with
      the Nevada Secretary of State on April 9, 2008 effective April 23, 2008
      (incorporated by reference from our Current Report on Form 8-K filed on
      May 2, 2008)     
|        |                                                                                                                                                                                                                     
|3.5     | Certificate of Change filed with
      the Nevada Secretary of State on June 4, 2008 effective June 12, 2008 (incorporated
      by reference from our Quarterly Report on Form 10-QSB filed on June 16,
      2008)
|        |                                                                                                                                                                                                                     
|(10)    | Material Contracts                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                     
|10.1    | Agreement with Odin Capital Inc.
      dated September 23, 2005 (incorporated by reference to our Registration
      Statement on Form SB-2 filed on March 6, 2006)                                                 
|        |                                                                                                                                                                                                                     
|10.2    | Lending Agreement with Barry Swanson
      (incorporated by reference to our Registration Statement on Form SB-2 filed
      on March 6, 2006)                                                                      
|        |                                                                                                                                                                                                                     
|10.3    | Term Loan Agreement with Gruppo
      Trimark Management Corp., dated May 28, 2008 (incorporated by reference
      to our Current Report on Form 8-K filed on June 2, 2008)                                        
|        |                                                                                                                                                                                                                     
|10.4    | IT Service Agreement dated July
      9, 2008, among our company and Andriy Zolotoiy (incorporated by reference
      to our Current Report on Form 8-K filed on July 11, 2008)                                     
|        |                                                                                                                                                                                                                     
|10.5    | IT Service Agreement dated July
      9, 2008, among our company and Ivan Pankov (incorporated by reference to
      our Current Report on Form 8-K filed on July 11, 2008)                                         
|        |                                                                                                                                                                                                                     
|10.6    | IT Service Agreement dated July
      9, 2008, among our company and Zoidsoft, Inc. (incorporated by reference
      to our Current Report on Form 8-K filed on July 11, 2008)                                      
|        |                                                                                                                                                                                                                     
|(31)    | Section 302 Certifications                                                                                                                                                                                          
|        |                                                                                                                                                                                                                     
|31.1*   | Section
      302 Certification of Principal Executive Officer, Principal Financial Officer
      and Principal Accounting Officer                                                                                  
|        |                                                                                                                                                                                                                     
|(32)    | Section 906 Certification                                                                                                                                                                                           
|        |                                                                                                                                                                                                                     
|32.1*   | Section
      906 Certification of Principal Executive Officer Principal Executive Officer,
      Principal Financial Officer and Principal Accounting Officer                                                      

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

INTELBAHN INC.

By: /s/ Christine KilbournChristine
KilbournPresident, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer) September
22, 2008

20

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