UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-QSB

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

      For the quarterly period ended     May 31, 2005
                                      ------------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to
                               ------------------   --------------------

      Commission File Number    333-121571
                            -----------------


                                    STONECHURCH INC.
    ------------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


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

203 Bannerman Street North, Box 219
Porcupine, Ontario, Canada                                P0N 1C0
----------------------------------------      --------------------------------
(Address of principal executive offices)           (Postal or Zip Code)


Issuer's telephone number, including area code:        (807) 826-2610
                                                ------------------------------


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


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

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  5,083,000 shares of $0.001 par value
common stock outstanding as of July 13, 2005.


<PAGE>






                                STONECHURCH, INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                                  May 31, 2005
                            (Stated in U.S. Dollars)

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                             INTERIM BALANCE SHEETS
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                     May 31,              August 31,
                                                                                       2005                  2004
                                                                                       ----                  ----
ASSETS                                                                             (Unaudited)             (Audited)
<S>                                                                          <C>                    <C>
Current
     Cash                                                                    $            4,946     $         16,381
=========================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                $            7,125     $          4,211
     Loan payable (Note 4)                                                                    -                2,000
                                                                             --------------------------------------------
                                                                                          7,125                6,211
                                                                             --------------------------------------------

STOCKHOLDERS' EQUITY

Common Stock (Note 5)
     Authorized:
         75,000,000 shares with a par value of $0.001

     Issued and Outstanding:
          5,083,000 shares                                                                5,083                5,083

     Additional paid-in capital                                                          20,967               20,967

Deficit Accumulated During The Exploration Stage                                        (28,229)             (15,880)
                                                                             --------------------------------------------
                                                                                         (2,179)              10,170
                                                                             --------------------------------------------

                                                                             $            4,946     $         16,381
=========================================================================================================================
</TABLE>
Nature And Continuance Of Operations (Note 1)





    The accompanying notes are an integral part of these financial statements

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                        INTERIM STATEMENTS OF OPERATIONS
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                                 Period from
                                                                                           Period from         September 19,
                                                                       Nine Months      September 19, 2003           2003
                                         Three months                     Ended         (Inception) to May       (Inception)
                                        Ended May 31,                    May 31,                31,               to May 31,
                                   2005                2004               2005                 2004                  2005
                                   ----                ----               ----                 ----                  ----
<S>                           <C>                 <C>                <C>                <C>                     <C>
Revenue                       $                   $                  $                  $                       $         -
--------------------------------------------------------------------------------------------------------------------------------
Expenses
  Filing                              747                   -               1,547               165                   1,837
  Office and sundry                   348                 426               1,482             1,536                   3,525
  Professional fees                 2,143                   -               6,815                 -                  10,850
  Mineral property costs                -               1,000               2,505             1,000                  12,017
--------------------------------------------------------------------------------------------------------------------------------
Net Loss For The Period       $     3,238         $     1,426        $     12,349       $     2,701             $    28,229
================================================================================================================================

 Basic And Diluted Loss Per Share   $  (0.01)     $     (0.01)       $      (0.01)      $     (0.01)
====================================================================================================

 Weighted Average Number
  Of Shares Outstanding          5,083,000           4,060,000           5,083,000         3,230,863
====================================================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------

                                                                                    Period from           Period from
                                                              Nine Months          September 19,         September 19,
                                                                 Ended                  2003            2003 (Inception)
                                                                May 31,            (Inception) to          to May 31,
                                                                                      May 31,
                                                                  2005                  2004                  2005
                                                                  ----                  ----                  ----
<S>                                                     <C>                   <C>                   <C>
Cash Flows From Operating Activities
     Net loss for the period                            $           (12,349)  $            (2,701)  $          (28,229)

     Change in non-cash working capital balance related to operations:
         Accounts payable and accrued liabilities
                                                                      2,914                     -                7,125
                                                        ------------------------------------------------------------------
                                                                     (9,435)               (2,701)             (21,104)
                                                        ------------------------------------------------------------------

Cash Flows From Financing Activities
     Capital stock issued                                                 -                10,300               26,050
     Loan payable                                                    (2,000)                    -                    -
                                                        ------------------------------------------------------------------
                                                                     (2,000)               10,300               26,050
                                                        ------------------------------------------------------------------

Increase (Decrease) In Cash During The Period
                                                                    (11,435)                7,599                4,946

Cash, Beginning Of Period                                            16,381                     -                    -
                                                        ------------------------------------------------------------------

Cash, End Of Period                                     $             4,946   $             7,599   $            4,946
==========================================================================================================================

Supplementary Disclosure Of Cash Flow Information
     Cash paid for:
         Interest                                       $        -            $        -            $       -
         Income taxes                                   $        -            $        -            $       -
==========================================================================================================================
</TABLE>




    The accompanying notes are an integral part of these financial statements

<PAGE>


                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

           PERIOD FROM SEPTEMBER 19, 2003 (INCEPTION) TO MAY 31, 2005
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
                                                                                                   DEFICIT
                                                                                                 ACCUMULATED
                                                        COMMON SHARES           ADDITIONAL        DURING THE
                                                 ----------------------------
                                                                    PAR          PAID-IN         EXPLORATION
                                                    NUMBER         VALUE         CAPITAL            STAGE             TOTAL
                                                 -------------- ------------- --------------- ------------------- ---------------
<S>                                                 <C>             <C>          <C>              <C>                <C>
Balance, September 19, 2003 (Date of inception)             -       $      -      $       -       $       -           $     -

Capital stock issued for cash:
     October 2003 at $0.001                          2,500,000         2,500           -               -               2,500
     November 2003 at $0.005                           160,000           160            640            -                 800
     December 2003 at $0.005                         1,400,000         1,400          5,600            -               7,000
     June 2004 at $0.01                              1,000,000         1,000          9,000            -              10,000
     July 2004 at $0.25                                 23,000            23          5,727            -               5,750
Net loss for the period                                 -              -              -            (15,880)         (15,880)
                                                  -----------------------------------------------------------------------------
Balance, August 31, 2004                             5,083,000         5,083         20,967         (15,880)          10,170

Net loss for the period                                  -              -              -            (12,349)         (12,349)
                                                  -----------------------------------------------------------------------------
Balance, May 31, 2005                                5,083,000   $     5,083   $     20,967    $    (28,229)       $ ( 2,179)
                                                  =============================================================================
</TABLE>





    The accompanying notes are an integral part of these financial statements

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)
                            (Stated in U.S. Dollars)


1.   NATURE AND CONTINUANCE OF OPERATIONS

     The Company was  incorporated in the State of Nevada on September 19, 2003.
     The Company is an  Exploration  Stage  Company as defined by  Statement  of
     Financial  Accounting  Standard  ("SFAS") No. 7. The Company has acquired a
     mineral  property located in the Province of British  Columbia,  Canada and
     has not yet  determined  whether this property  contains  reserves that are
     economically recoverable.  The recoverability of property expenditures will
     be dependent  upon the  discovery  of  economically  recoverable  reserves,
     confirmation  of the Company's  interest in the  underlying  property,  the
     ability  of the  Company  to obtain  necessary  financing  to  satisfy  the
     expenditure  requirements  under the  property  agreement  and upon  future
     profitable production or proceeds for the sale thereof.


     These financial statements have been prepared on a going concern basis. The
     Company has incurred  losses since  inception  resulting in an  accumulated
     deficit of $28,229 since  inception and further  losses are  anticipated in
     the  development  of its  business  raising  substantial  doubt  about  the
     Company's  ability to continue as a going concern.  Its ability to continue
     as a going concern is dependent upon the ability of the Company to generate
     profitable  operations  in  the  future  and/or  to  obtain  the  necessary
     financing to meet its obligations  and repay its  liabilities  arising from
     normal business operations when they come due. Management has plans to seek
     additional  capital through a private  placement and public offering of its
     common  stock.  The  financial  statements  do not include any  adjustments
     relating to the  recoverability  and  classification of recorded assets, or
     the amounts of and classification of liabilities that might be necessary in
     the event the Company cannot continue in existence.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)       Basis of Presentation

         The  accompanying  unaudited  interim  financial  statements  have been
         prepared by the Company  pursuant to the rules and  regulations  of the
         United States Securities and Exchange  Commission.  Certain information
         and  disclosures  normally  included  in  annual  financial  statements
         prepared in accordance with accounting principles generally accepted in
         the United States of America have been condensed or omitted pursuant to
         such  rules  and  regulations.   In  the  opinion  of  management,  all
         adjustments and disclosures  necessary for a fair presentation of these
         financial  statements have been included.  Such adjustments  consist of
         normal recurring adjustments. These interim financial statements should
         be read in  conjunction  with the audited  financial  statements of the
         Company for the fiscal period ended August 31, 2004.

         The results of  operations  for the nine months  ended May 31, 2005 are
         not indicative of the results that may be expected for the full year.


<PAGE>



                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)
                             (Stated in U.S. Dollars

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b)  Cash and Cash Equivalents

         The Company  considers all highly liquid  instruments  with maturity of
         three months or less at the time of issuance to be cash equivalents.

     c)  Mineral Property Costs

         The Company has been in the  exploration  stage since its  formation on
         September  19,  2003 and has not yet  realized  any  revenues  from its
         planned  operations.  It is primarily  engaged in the  acquisition  and
         exploration of mining  properties.  Mineral  property  acquisition  and
         exploration  costs are charged to operations  as incurred.  When it has
         been determined that a mineral  property can be economically  developed
         as a result of  establishing  proven and probable  reserves,  the costs
         incurred to develop such property, are capitalized.  Such costs will be
         amortized using the units-of-production  method over the estimated life
         of the probable reserve.

     d)  Use of Estimates and Assumptions

         The  preparation  of  financial  statements  in  conformity  with  U.S.
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

     e)  Foreign Currency Translation

         The  Company's  functional  currency  is the  Canadian  dollar  and its
         reporting   currency  is  the  United  States  dollar.   The  financial
         statements of the Company are  translated  to United States  dollars in
         accordance with SFAS No. 52 "Foreign  Currency  Translation".  Monetary
         assets and liabilities denominated in foreign currencies are translated
         using the exchange rate prevailing at the balance sheet date. Gains and
         losses  arising  on  translation  or  settlement  of  foreign  currency
         denominated  transactions or balances are included in the determination
         of  income.  The  Company  has not,  to the  date of  these  financials
         statements, entered into derivative instruments to offset the impact of
         foreign currency fluctuations.

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)
                             (Stated in U.S. Dollars

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     f)  Financial Instruments

         The carrying value of cash,  accounts payable and accrued  liabilities,
         and loan  payable  approximates  their fair value  because of the short
         maturity of these instruments.  The Company's  operations are in Canada
         and  virtually  all of its assets and  liabilities  are giving  rise to
         significant  exposure to market risks from changes in foreign  currency
         rates.  The  Company's  financial  risk is the risk  that  arises  from
         fluctuations in foreign  exchange rates and the degree of volatility of
         these rates. Currently, the Company does not use derivative instruments
         to reduce its exposure to foreign currency risk.

     g)  Environmental Costs

         Environmental  expenditures  that  relate  to  current  operations  are
         charged to operations or capitalized as appropriate.  Expenditures that
         relate to an existing condition caused by past operations, and which do
         not contribute to current or future revenue generation,  are charged to
         operations.  Liabilities  are recorded when  environmental  assessments
         and/or  remedial  efforts are probable,  and the cost can be reasonably
         estimated.  Generally,  the timing of these accruals coincides with the
         earlier  of  completion  of  a  feasibility   study  or  the  Company's
         commitments to plan of action based on the then known facts.

     h)  Income Taxes

         Potential  benefits  of income  tax losses  are not  recognized  in the
         accounts  until  realization  is more likely than not.  The Company has
         adopted SFAS No. 109 as of its inception.  Pursuant to SFAS No. 109 the
         Company is  required to compute tax asset  benefits  for net  operating
         losses carried forward.  Potential benefit of net operating losses have
         not been recognized in these financial  statements  because the Company
         cannot be assured it is more  likely  than not it will  utilize the net
         operating losses carried forward in future years.

     i)  Basic and Diluted Net Loss Per Share

         The Company  computes  net loss per share in  accordance  with SFAS No.
         128, "Earnings per Share".  SFAS No. 128 requires  presentation of both
         basic and  diluted  earnings  per share (EPS) on the face of the income
         statement.  Basic EPS is  computed by dividing  net loss  available  to
         common  shareholders  (numerator)  by the  weighted  average  number of
         shares outstanding  (denominator) during the period.  Diluted EPS gives
         effect to all potentially dilutive common shares outstanding during the
         period using the treasury stock method and convertible  preferred stock
         using the if-converted  method.  In computing  Diluted EPS, the average
         stock price for the period is used in determining  the number of shares
         assumed to be purchased from the exercise of stock options or warrants.
         Diluted EPS excludes all potentially dilutive shares if their effect is
         anti dilutive.

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)
                             (Stated in U.S. Dollars



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j)  Stock Based Compensation

         The Company accounts for stock based employee compensation arrangements
         in  accordance  with the  provisions  of  Accounting  Principles  Board
         Opinion No. 25 - "Accounting  for Stock Issued to  Employees"  (APB No.
         25) and  complies  with  the  disclosure  provisions  of  Statement  of
         Financial  Accounting  Standards No. 123 - "Accounting  for Stock Based
         Compensation" (SFAS No. 123). Under APB No. 25, compensation expense is
         recognized  based  on the  difference,  if any,  on the  date of  grant
         between the estimated fair value of the Company's  stock and the amount
         an  employee  must pay to acquire  the stock.  Compensation  expense is
         recognized  immediately  for past  services  and  rateably  for  future
         services over the option vesting period.

     k)  Comprehensive Loss

         SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards
         for the reporting and display of comprehensive  loss and its components
         in the  financial  statements.  As at May 31, 2005,  the Company has no
         items that  represent  a  comprehensive  loss and,  therefore,  has not
         included a schedule of comprehensive loss in the financial statements.

     l)  New Accounting Standards

         Management  does not  believe  that any  recently  issued,  but not yet
         effective,  accounting  standards,  if currently adopted,  could have a
         material effect on the accompanying financial statements.


3.   MINERAL PROPERTY

     Pursuant to a mineral  property option  agreement (the  "Agreement")  dated
     March 15,  2004,  the  Company  was  granted  an  option to  acquire a 100%
     undivided  right,  title and interest in a mineral claim unit, known as the
     West  Shiningtree  Lake claim  (the  "Claim"),  located in the Larder  Lake
     Mining Division of Ontario, Canada for:

     a)  Cash Payments totaling $50,000 as follows:

         - $1,000  upon  execution  of the  Agreement  (paid);
         - an  additional $14,000 by September  15, 2005;
         - an  additional  $15,000 by March 15, 2007;
         - an additional $20,000 by March 15, 2008;

<PAGE>

                                STONECHURCH, INC.
                         (An Exploration Stage Company)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2005
                                   (Unaudited)
                             (Stated in U.S. Dollars


3.   MINERAL PROPERTY (Continued)

     b)  Expenditure Commitments

         Incurring  exploration and  development  work on the Claim totalling at
         least $200,000 by March 15, 2008 as follows:

         - $2,500 in expenditures on the Claims by March 1, 2005, (incurred);
         - no less than further $2,500 in  expenditures on the Claims by
           September 1, 2005;
         - no less than further  $20,000 in  expenditures on the Claims by
           March 1, 2006;
         - no less than further $50,000 in expenditures on the Claims by
           March 1, 2007; and
         - no less than further $125,000 in expenditures on the Claims by
           March 1, 2008.

     c)  Advance Royalty Payments

         Paying to the Optionor  advance net smelter returns royalty payments on
         the Claim of $10,000  per year.  Advance  net  smelter  return  royalty
         payments  shall be due on the  March 1 each  year  commencing  March 1,
         2009, and continuing to March 1 of each calendar year thereafter  until
         the Agreement is terminated.

     d)  Assessment Work

         Paying to the Optionor,  or on the Optionor's behalf all Claim payments
         and  assessment  work required to keep the Claim and the Option in good
         standing during the term of the Agreement.



4.   COMMON STOCK

     The  total  number of  authorized  common  stock  that may be issued by the
     Company is 75,000,000  shares of stock with a par value of one tenth of one
     cent ($0.001) per share.

     During the period from  September 19, 2003  (Inception) to August 31, 2004,
     the  Company  issued  5,083,000  common  shares for total cash  proceeds of
     $26,050.

     At May 31, 2005, there were no outstanding stock options or warrants.

<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

Plan of Operation

Our plan of operation for the next twelve months is to complete the  recommended
phase one and phase two  mapping  and  sampling  programs  on the  Shining  Tree
property.  We have completed the prospecting portion of the phase one program to
date and anticipate that we will spend an additional $6,000 to complete it.

We intend to retain  Robert  Reukl,  a geological  consultant,  to undertake the
proposed  exploration on the Shining Tree property given their  familiarity with
the property area. We do not have any verbal or written agreement  regarding the
retention of Mr. Reukl for this  exploration  program,  though he has  indicated
that if he is available, he is prepared to provide his services. We would prefer
to retain Mr. Reukl since he has  conducted a review of the  information  on the
specific property site.

We  commenced  the  initial  phase  of  exploration  in the  summer  of 2004 and
completed the prospecting  portion recommended in Mr. Reukl's geological report.
Results of this initial  work are pending.  We expect to complete the balance of
the phase one program in the summer of 2005.

We will proceed with the phase two  exploration  program in the fall of 2005. We
expect this program will take approximately four months to complete.

Once this data is  collected,  it will be  analyzed  by our  president,  who has
technical  training in the field of geology,  in conjunction  with the geologist
who oversees the exploration program.

As well, we anticipate  spending an additional  $25,000 on administrative  fees,
including fees payable in connection with complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $35,000.

We will  require  additional  funding to cover our  administrative  expenses and
planned exploration of the Shining Tree property.  We anticipate that additional
funding  will be required in the form of equity  financing  from the sale of our
common stock or from director loans. However, we do not have any arrangements in
place for any future equity financing or loans.

If we do not secure  additional  funding for  exploration  expenditures,  we may
consider  seeking an arrangement with a joint venture partner that would provide
the required  funding in exchange for  receiving a part  interest in the Shining
Tree  property.  We have not  undertaken  any efforts to locate a joint  venture
partner.  There is no guarantee  that we will be able to locate a joint  venture
partner who will assist us in funding  exploration  expenditures upon acceptable
terms.

<PAGE>

If we are unable to arrange additional financing or find a joint venture partner
for the Shining Tree property,  our business plan will fail and operations  will
cease.

Results Of Operations For Period Ending May 31, 2005

We did not earn any revenues  during the nine-month  period ending May 31, 2005.
We  incurred  operating  expenses  in the amount of $12,349  for the  nine-month
period ended May 31, 2005,  as compared to a loss of $2,701 for the  comparative
period in fiscal 2004.  The increase in net loss in the current fiscal year is a
result of an increase in  professional  fees,  filing fees and mineral  property
exploration.

Our  operating  expenses were  comprised of  professional  fees $6,815,  mineral
property  costs of $2,505,  filing  fees of $1,547,  office and sundry  costs of
$1,482.

At May 31, 2005, we had total assets of $4,9469, consisting entirely of cash. At
the same date,  our  liabilities  consisted  of  accounts  payable  and  accrued
liabilities of $7,125.

ITEM 3:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Our  management  evaluated  the  effectiveness  of our  disclosure  controls and
procedures as of the end of our fiscal quarter on May 31, 2005.  This evaluation
was conducted by our chief  executive  officer,  Bryan McKay,  and our principal
accounting officer, Bruno Fruscalzo.

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

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

<PAGE>

Conclusions

Based upon his  evaluation  of our  controls,  our chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any pending legal  proceeding.  Management is not aware of
any threatened litigation, claims or assessments.

Item 2.  Changes in Securities

The Company did not issue any securities during the quarter ended May 31, 2005.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

DATED:  July 13, 2005

Stonechurch Inc.

/s/ Bryan McKay
------------------------------
Bryan McKay, President