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

                                  _____________

                                    Form 10-Q
                                  _____________

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

                  For the quarterly period ended March 31, 2008

                                       OR

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

                   For the transition period from ____ to ____

                       Commission File Number 333-1311294

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

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

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

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

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

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

        Large accelerated filer |_|                      Accelerated filer |_|

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

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

The number of shares of Common Stock outstanding was 27,956,453 as of March 31,
2008.

<PAGE>
                         PART I -- FINANCIAL INFORMATION

                        Cross Atlantic Commodities, Inc.

Item 1. Financial Statements

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

Condensed Statements of Operations For the Three Months Ended
  March 31, 2008 and 2007, and for the Period From
  March 12, 1998 (Inception) to March 31, 2008 (unaudited)                    4

Statements of Cash Flows For the Three Months Ended March 31, 2008 and
  2007, and for the Period From March 12, 1998 (Inception) to
  March 31, 2008 (unaudited)                                                  5

Notes to financial statements                                                 6







                                       2
<PAGE>
<TABLE>
<CAPTION>

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


                                     ASSETS

                                                           2008           2007
                                                       -----------    -----------
                                                       (Unaudited)
<S>                                                    <C>            <C>
Current Assets:
  Cash                                                 $     5,228    $      --
  Cash - restricted                                           --               87
  Prepaid expenses                                          50,000           --
                                                       -----------    -----------
    Total current assets                                    55,228             87

Furniture and equipment, net                                 3,749          3,964
                                                       -----------    -----------

    Total Assets                                       $    58,977    $     4,051
                                                       ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                $   248,968    $   198,645
  Loans payable - stockholders                              32,535         32,435
                                                       -----------    -----------
    Total current liabilities                              281,503        231,080
                                                       -----------    -----------

Non-current Liabilities
  Debentures payable, net of unamortized discount          743,537          9,293
  Derivative liability                                   4,003,532      1,238,228
                                                       -----------    -----------
    Total non-current liabilities                        4,747,069      1,247,521
                                                       -----------    -----------

Stockholders' (deficit):
  Common stock, $0.001 par value; 200,000,000 shares
   authorized, 27,956,453 and 24,107,340 shares
   issued and outstanding, respectively                     27,956         24,107
  Additional paid in capital                             2,617,637      2,614,288
  Deficit accumulated during development stage          (7,615,188)    (4,112,945)
                                                       -----------    -----------
    Total stockholders' deficiency                      (4,969,595)    (1,474,550)
                                                       -----------    -----------

Total liabilities and stockholders' deficiency         $    58,977    $     4,051
                                                       ===========    ===========
</TABLE>

See notes to financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                        Cross Atlantic Commodities, Inc.
                          (A Development Stage Company)
                       Condensed Statements of Operations
     For the Three Months Ended March 31, 2008 and 2007, and for the Period
               From March 12, 1998 (Inception) to March 31, 2008
                                   (Unaudited)


                                                 From March
                                                  12, 1998        For the Three Months Ended
                                               (Inception) to              March 31,
                                                  March 31,      ----------------------------
                                                    2008             2008            2007
                                                -------------    ------------    ------------
<S>                                             <C>              <C>             <C>
Revenue                                         $     716,626    $       --      $       --
Cost of goods sold                                    722,484            --              --
                                                -------------    ------------    ------------
  Gross income                                         (5,858)           --              --
                                                -------------    ------------    ------------

Expenses:
General and administrative expenses                 3,673,617         117,997         313,481
Purchased research and development                     11,690            --              --
                                                -------------    ------------    ------------
                                                    3,685,307         117,997         313,481
                                                -------------    ------------    ------------

  Net (loss) before other income and expenses      (3,691,165)       (117,997)       (313,481)

Other income and expenses
  Derivative expense                               (3,164,460)     (2,765,304)     (2,841,520)
  Loss on exchange rate adjustment                       (100)           --              --
  Interest income                                         387            --              --
  Interest expense                                   (759,850)       (618,941)        (26,382)
                                                -------------    ------------    ------------
                                                   (3,924,023)     (3,384,245)     (2,867,902)
                                                -------------    ------------    ------------

Net loss                                        $  (7,615,188)   $ (3,502,242)   $ (3,181,383)
                                                =============    ============    ============

Loss per common share - Basic and fully
 diluted                                                         $      (0.14)   $      (0.14)
                                                                 ============    ============

Weighted average number of shares
 outstanding - Basic and fully diluted                             25,893,027      23,081,980
                                                                 ============    ============

See notes to financial statements.

                                       4
<PAGE>


                        Cross Atlantic Commodities, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
         For the Three Months Ended March 31, 2008 and 2007, and for the
            Period From March 12, 1998 (Inception) to March 31, 2008
                                   (Unaudited)

                                                 From March
                                                  12, 1998
                                               (Inception) to
                                                  March 31,
                                                    2008             2008            2007
                                                -------------    ------------    ------------

Cash flows from operating activities:
Net cash used by operating activities           $    (969,617)   $   (144,959)   $   (269,004)
                                                -------------    ------------    ------------

Cash flows from investing activities:
  Purchase of furniture and equipment                  (4,790)           --            (1,759)
                                                -------------    ------------    ------------
Net cash provided by (used in)
 investing activities                                  (4,790)           --            (1,759)
                                                -------------    ------------    ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock              247,100            --              --
  Proceeds from sale of debentures                    700,000         150,000            --
  Shareholders' loans                                  32,535             100          17,000
                                                -------------    ------------    ------------
Net cash provided by financing activities             979,635         150,100          17,000
                                                -------------    ------------    ------------

Net increase (decrease) in cash                         5,228           5,141        (253,763)
Cash - beginning                                         --                87         750,357
                                                -------------    ------------    ------------
Cash - ending                                   $       5,228    $      5,228    $    496,594
                                                =============    ============    ============

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

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

See notes to financial statements.

                                       5
<PAGE>


                        CROSS ATLANTIC COMMODITIES, INC.
                          (A Development Stage Company)
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2007

(1)      Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) for interim financial
information and Rule 8.03 of Regulation SX. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of December 31,
2007, and for the years ended December 31, 2007 and 2006, and the period from
inception (March 12, 1998) to December 31, 2007.

(2)      Earnings Per Share

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

(3)      Loans Payable and Accounts Payable - Related Parties

During the three months ended March 31, 2008 advances aggregating $100 were made
by the officers of the Company for working capital purposes. The balance at
March 31, 2008, which is due on demand and bears no stated interest rate
aggregated $32,535.

In addition the Company accrued $30,000 for services provided by its officers.
The balance due aggregated $72,563 at March 31, 2008 and is included in accounts
payable and accrued expenses.

(4)      Commitments, Concentrations and Contingencies

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

(5)      Basis of Reporting

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has experienced a significant loss from
operations from inception aggregating $7,615,188 and has working capital and
stockholder deficits at March 31, 2008. In addition, the Company has no
significant revenue generating operations.


                                       6
<PAGE>

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

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

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

(6)    STOCKHOLDERS' (DEFICIT)

During March 2008 the Company issued 1,135,000 shares of common stock for
services valued at its fair value of $1,135 which has been charged to operations
during the period.

During the period ended March 31, 2008, the Company issued 2,714,113 shares of
common stock for the conversion of $1,907 of convertible debt.

(7)     SECURED CONVERTIBLE NOTES

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

The Company also entered into a Registration Rights Agreement with the Note
Holders under which it was required to file, by January 26, 2007, a registration
statement to register for resale the shares of common stock issuable on
conversion of the $600,000 of Convertible Notes and exercise of the Warrants.
The registration statement was filed on February 1, 2007 and was required to be
effective by April 26, 2007. Because the registration statement did not become
effective until October 22, 2007, the Company began to incur penalties of 2% per
month of the outstanding principal amount of the Convertible Notes. However, at
March 31, 2008, The Company was required to file, by April 7, 2008, a
registration statement to register for resale the shares of common stock
issuable on conversion of the $150,000 of Convertible Notes and the Additional
Warrants issued on February 22, 2008. The Company has not yet filed the
registration statement. An estimate of the penalties that the Company expects to
incur as a result of the delay in filing the required registration statement was
accrued as part of the initial allocation of the proceeds of $150,000 received
from the issuance of the Convertible Notes and Additional Warrants.

The Convertible Notes bear interest at 8% per annum and have a maturity date of
three years from the date of issuance. No interest is payable for any month in


                                       7
<PAGE>

which the trading price of our common stock is greater than $0.40 for each
trading day during the month. The Company is not required to make any principal
payments during the term of the Convertible Notes.

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

Upon the occurrence of an event of default, as defined in the Convertible Notes,
the Note Holders may demand repayment at an amount equal to the greater of (i)
the then outstanding principal amount of the Convertible Notes, together with
unpaid interest and any outstanding registration penalties (collectively, the
"Default Sum") times 140% or (ii) the "parity value" of the Default Sum, where
parity value means (a) the highest number of shares of common stock issuable
upon conversion of such Default Sum, treating the Trading Day immediately
preceding the prepayment date as the "conversion date" for purposes of
determining the lowest applicable conversion price, multiplied by (b) the
highest closing price for the common stock during the period beginning on the
date of first occurrence of the Event of Default and ending one day prior to the
prepayment date. Because the required registration statement related to the
$150,000 of Convertible Notes issued on February 22, 2008 has not yet been
filed, an event of default has occurred and is continuing. However, the Note
Holders have not demanded repayment nor have they indicated that they will
demand repayment. At March 31, 2008, the Convertible Notes are carried at their
face amount and the bifurcated embedded derivative liability related to the
Convertible Notes is recognized as the difference between the parity value the
Note Holders could demand based on the above formula and the carrying amount
(face amount) of the underlying Convertible Notes (see Note 8).

The Company has the right to prepay the Convertible Notes so long as (i) no
Event of Default has occurred and is continuing, (ii) the Company has a
sufficient number of authorized shares of common stock reserved for issuance
upon full conversion of the Notes, and (iii) the common stock is trading at or
below $0.50 per share. The Company is required to give the Note Holders not less
than three trading days prior written notice. The Company may prepay the
Convertible Notes at an amount equal to the Default Sum multiplied by either (i)
120% if prepayment occurs within 30 days of issuance of the Convertible Notes,
(ii) 130% if prepayment occurs between 31 and 60 days of issuance, or (iii) 140%
if prepayment occurs more than 60 days after issuance. When the requirements to
exercise its right to prepay the Convertible Notes are met, the Company's right
to prepay the Convertible Notes at a premium may effectively limit its liability
related to any associated embedded derivative instruments that have been
bifurcated and accounted for separately and such limitation is recognized in
valuing those instruments.

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

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


                                       8
<PAGE>

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

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

The Company is required to re-measure the fair value of these derivative
instrument liabilities at each reporting period. The discount from the face
amount of the Convertible Notes represented by the value initially assigned to
the Warrants, Additional Warrants and bifurcated derivative instruments is
amortized over the period to the due date of the Convertible Notes, using the
effective interest method. However, as noted above, because the Company has not
yet filed the registration statement required in connection with the $150,000 of
Convertible Notes issued on February 22, 2008, an event of default has occurred.
Accordingly, recognition of the unamortized discount has been accelerated and at
March 31, 2008, the Convertible Notes are carried at their face amounts.

A summary of the 8% Callable Secured Convertible Notes at March 31, 2008, is as
follows:

                                                                   Carrying
                                                                    Value -
                             Face      Principal    Unamortized    March 31,
Issue Date    Due Date      Amount    Outstanding     Discount       2008
----------   ----------   ---------   -----------   -----------   -----------

12-27-2006   12-27-2009   $ 600,000   $   593,532       $-0-      $   593,537

02-22-2008   02-22-2011   $ 150,000   $   150,000       $-0-          150,000
                                                                  -----------
                                                                  $   743,537
                                                                  -----------

(8)    DERIVATIVE FINANCIAL INSTRUMENT LIABILITIES

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


                                       9
<PAGE>

volatility of our common stock over the remaining life of the derivative
instrument liabilities is based on a review of historical volatility of our
common stock and has been estimated at 180%. However, as discussed in Note 7, at
March 31, 2008, because an event of default has occurred, the bifurcated
embedded derivative liability related to the Convertible Notes is valued as the
difference between the parity value that the Note Holders may demand, as
described in Note 7, and the carrying amount (face amount) of the underlying
Convertible Notes.

At March 31, 2008, the following derivative liabilities related to common stock
Warrants and embedded derivative instruments were outstanding:

                                             Exercise
                                              Price                    Value -
                     Expiry                    Per        Value -     March 31,
     Issue Date       Date       Warrants     Share     Issue Date      2008
     ----------    ----------   ----------   --------   ----------   -----------

     12-27-2006    12-27-2013   15,000,000     $0.30    $1,985,385   $   130,829

     12-27-2006    12-27-2013      157,143     $0.30        20,799         1,371

     02-22-2008    02-22-2015   10,000,000   $0.0001        12,951        99,889

                                                                     -----------
     Fair value of freestanding derivative instrument liabilities
     for warrants                                                    $   232,089
                                                                     -----------


                                    Face
                                  Amount -
                     Expiry     Convertible               Value -     March 31,
     Issue Date       Date         Notes                Issue Date      2008
     ----------    ----------   -----------   -------   ----------   -----------

     12-27-2006    12-27-2009   $   593,532             $  720,000   $ 2,936,027

     02-22-2008    02-22-2011   $   150,000             $  405,294       835,416

                                                                     -----------
     Fair value of bifurcated embedded derivative instrument
     liabilities associated with the Convertible Notes               $ 3,771,443
                                                                     -----------

     Total derivative financial instruments                          $ 4,003,532
                                                                     ===========

(9)     CONSULTING AGREEMENT

During February 2008 the Company entered into a consulting agreement with a
client of its primary lender for a 90 day period. The agreement called for
payments aggregating $100,000 of which $80,000 has been paid at March 31, 2008,
and $20,000 is included in accounts payable and accrued expenses. The Company
has expensed $50,000 during the period ended March 31, 2008, and included
$50,000 in prepaid expenses at March 31, 2008.


                                       10
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

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

Trends and Uncertainties.

We are a development stage company. Our auditors have raised substantial doubt
as to our ability to continue as a going concern. We incurred net losses of
$(3,502,242) for the three months ended March 31, 2008, and have an accumulated
deficit of $(7,615,188) at March 31, 2008. As of March 31, 2008, we had total
assets of $58,977 and total liabilities of $5,028,572 creating a stockholders'
deficiency of $4,969,595. Cross Atlantic currently has $5,228 in cash as of
March 31, 2008.

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

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

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

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

Our product is new to the market (December 2006) and we do not have any
customers (March 31 2008). Our ability to obtain and successfully sell our
product to new customers will be important for our ability to become profitable.
If we are not able to sell our products to retailers or distributors we may not
be able to sell our retail coffee at all and this could have a negative effect
on our profit and revenues.

Coffee at the moment (March 31 2008) and in other different periods of time is
relatively more expensive at origin due to a difficult supply and demand
situation. It is likely that we will be forced to pay a higher price for coffee
in order to obtain the volumes described in our contract. It is likely that we
will be able to collect a higher price from our customers in such periods,
however if we are not able to collect a higher price we may be forced to turn
down coffee deliveries which will negatively effect our revenues or accept to
make a smaller profit which may effect our profitability.

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

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


                                       11
<PAGE>

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

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

Plan of Operation.

Cross Atlantic has experienced a loss from operations during its development
stage as a result of its investment necessary to achieve its operating plan,
which is long-range in nature. For the period from inception to March 31, 2008,
Cross Atlantic incurred a net loss of $(7,615,188). In addition, Cross Atlantic
has no significant assets or revenue generating operations.

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

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

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

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

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


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

BlackWhite Coffee is made with the finest green coffee beans available, made
from AA Arabica that originates from the Region of Mt. Elgon in East Africa.
BlackWhite Coffee is a truly sophisticated blend, ensuring the consumer of one
of the finest coffees available. Buying green coffee at origin enables us to
eliminate the middleman, which gives us a competitive edge when evaluating on a
cost basis. Our low cost basis benefits sales on two fronts. Cross Atlantic is
now able to provide exceptional quality products with increased profit margins,
since we are direct to source, and distributors and retailers are enticed by our
cheaper prices. Our marketing strategy is to give the retailer a healthy margin,
meanwhile selling a premium coffee at well below our competitor's prices.

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

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

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

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

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

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

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

Our target clients are manufacturers that gross over $20 million in revenues and
contracts primarily with major retailers in their respective countries. These
manufacturers desire to enter new markets but lack the knowledge and/or
experience of producing compliant packaging or labeling when crossing borders.
IFD is the agent and consultant that will create a 'turn key operation' for
these manufacturers to seamlessly sell their products to new markets abroad.


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<PAGE>

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

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

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

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

Recent Financing

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

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

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

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

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


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<PAGE>

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

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

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

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

Off-Balance Sheet Arrangements

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

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief
executive officer, conducted an evaluation of our "disclosure controls and
procedures" (as defined in Securities Exchange Act of 1934 (the "Exchange Act")
Rules 13a-14(c)). Based on his evaluation, our chief executive officer and chief
financial officer have concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective to ensure that all material information
required to be filed in this quarterly report on Form 10QSB has been made known
to him in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the Evaluation Date set forth above.



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<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.

Item 2. Changes in Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

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

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


                                   SIGNATURES

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

Dated: May 19, 2008

                                                Cross Atlantic Commodities, Inc.

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









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