**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**







**FORM
      10-Q**









**(Mark
      One)**


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




**For
      the quarterly period ended June 30, 2008**




** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the transition period from** **** **to** ****




**Commission
      file number:**  **333-141521**




**City
      Language Exchange Incorporated**


(Exact
      Name of Registrant as Specified in Its Charter)





**Delaware**
            
            **20-5433090**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)





**6021
      Roxton Road, Halifax, Nova Scotia, Canada B3H 1H4**


(Address
      of Principal Executive Offices)  (Zip
      Code)





( **902)
      478-5065**


(Registrant’s
      Telephone Number, Including Area Code)







(Former
      Name, Former Address and Former Fiscal Year, if Changed Since Last Report)




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 o




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.




Large
                accelerated filer
            o
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            Smaller
                reporting company
            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 o




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date: Class - Common Stock, 35,945,000
      shares outstanding as of August 13, 2008.









**TABLE
      OF CONTENTS**




**PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements
            
            3Item
                2.Management’s
                Discussion and Analysis of Financial Condition and Results
                ofOperations
            
            8Item
                3.Quantitative
                and Qualitative Analysis About Market Risk
            
            10Item
                4T. Controls and Procedures
            
            10**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings
            
            12Item
                1A. Risk Factors
            
            12Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            12Item
                3. Defaults Upon Senior Securities.
            
            12Item
                4. Submission of Matters to a Vote of Security Holders.
            
            12Item
                5. Other Information.
            
            12Item
                6. Exhibits
            
            13SIGNATURES
            
            14









**PART
      I - FINANCIAL INFORMATION**





Item
      1.
      Financial Statements





**CITY
      LANGUAGE EXCHANGE INCORPORATED**


BALANCE
      SHEETS


June
      30,
      2008 and December 31, 2007


(Unaudited)




June
                30,
              2008
            
            December
                31, 2007ASSETSCurrent
                AssetsCash
            
            $
            172
            
            $
            1,254Total
                Current Assets
            
            
            172
            
            
            1,254Equipment,
                net of accumulated depreciation of $801 and $633
            
            
            669
            
            
            837Total
                Assets
            
            $
            841
            
            $
            2,091LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccrued
                expenses
            
            $
            0
            
            $
            5,700Total
                Current Liabilities
            
            
            0
            
            
            5,700Commitments
                and contingencies
            
            
            -
            
            
            -Stockholders'
                Equity (Deficit)Preferred
                stock, $.0001, 20,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -
            
            
            -Common
                stock, $.0001 par value, 100,000,000shares
                authorized, 35,945,000 shares issuedand
                outstanding June 30, 2008 and December 31, 2007
            
            
            3,595
            
            
            3,595Additional
                paid-in capital
            
            
            62,931
            
            
            53,931Accumulated
                deficit
            
            
            (65,685
            )
            
            (61,135
            )Total
                Stockholders' Equity (Deficit )
            
            
            841
            
            
            (3,609
            )Total
                Liabilities and Stockholders' Equity (Deficit)
            
            $
            841
            
            $
            2,091





See
      accompanying notes to financial statements




3


CITY
      LANGUAGE EXCHANGE INCORPORATED


STATEMENTS
      OF OPERATIONS


Six
      Months and Three Months Ended June 30, 2008 and 2007


(Unaudited)





Three
                Months Ended
              June
                30,
            
            Six
                Months Ended
              June
                30,2008
            
            2007
            
            2008
            
            2007REVENUETranslation
                service income
            
            $
            60
            
            $
            1,590
            
            $
            156
            
            $
            2,500Total
                revenue
            
            
            60
            
            
            1,590
            
            
            156
            
            
            2,500EXPENSESGeneral
                & administrative
            
            
            891
            
            
            1,557
            
            
            4,538
            
            
            36,888Depreciation
                expense
            
            
            84
            
            
            140
            
            
            168
            
            
            280Total
                expenses
            
            
            975
            
            
            1,697
            
            
            4,706
            
            
            37,168Net
                loss
            
            $
            (915
            )
            $
            (107
            )
            $
            (4,550
            )
            $
            (34,668
            )Net
                loss per share - basicand
                diluted
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00
            
            $
            0.00Weighted
                average sharesoutstanding
                - basic and
              diluted
            
            
            35,945,000
            
            
            35,000,000
            
            
            35,945,000
            
            
            35,000,000




See
      accompanying notes to financial statements





4


CITY
      LANGUAGE EXCHANGE INCORPORATED


STATEMENTS
      OF CASH FLOWS


Six
      Months Ended June 30, 2008 and 2007


(Unaudited)





June
                30, 2008
            
            June
                30, 2007Cash
                Flows From Operating Activities:Net
                loss
            
            $
            (4,550
            )
            $
            (34,668
            )Adjustments
                to reconcile net lossto
                net cash provided by operating activities:Depreciation
            
            
            168
            
            
            280Changes
                in:Accrued Expenses
            
            
            (5,700
            )
            
            (1,746
            )Net Cash Used In OperatingActivities
            
            
            (10,082
            )
            
            (36,134
            )Cash
                Flows From Financing Activities:Proceeds
                from sale of common stock
            
            
            -
            
            
            18,900Contributed
                capital by owner
            
            
            9,000
            
            
            17,280Net
                Cash Provided By FinancingActivities
            
            
            9,000
            
            
            36,180Net
                increase (decrease) in cash
            
            
            (1,082
            )
            
            46Cash
                at beginning of period
            
            
            1,254
            
            
            5,081Cash
                at end of period
            
            $
            172
            
            $
            5,127Supplemental
                Information:Interest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            $
            -
            
            $
            -





See
      accompanying notes to financial statements




5




CITY
      LANGUAGE EXCHANGE INCORPORATED


NOTES
      TO
      FINANCIAL STATEMENTS


(Unaudited)





NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of City Language Exchange
      Incorporated, (CLE), have been prepared in accordance with accounting principles
      generally accepted in the United States of America and the rules of the
      Securities and Exchange Commission, and should be read in conjunction with
      the
      audited financial statements and notes thereto contained in City Language
      Exchange’s Annual Report filed with the SEC on Form 10-KSB. In the opinion of
      management, all adjustments, consisting of normal recurring adjustments,
      necessary for a fair presentation of financial position and the results of
      operations for the interim periods presented have been reflected herein. The
      results of operations for interim periods are not necessarily indicative of
      the
      results to be expected for the full year. Notes to the financial statements
      which would substantially duplicate the disclosure contained in the audited
      financial statements for fiscal year 2007 as reported in the Form 10-KSB have
      been omitted.





NOTE
      2 -
      GOING CONCERN





Since
      its
      inception, CLE has incurred losses and has been dependent on its majority owner
      to provide cash resources to fund its operations. As of June 30, 2008, CLE’s
      accumulated deficit was $65,685. Management has plans to seek additional capital
      through private placements and public offerings of its common stock. There
      is no
      guarantee that CLE will be able to complete any of the above objectives. These
      factors raise substantial doubt regarding CLE's ability to continue as a going
      concern.





NOTE
      3 -
      EQUITY





During
      2008, the chief executive officer of CLE contributed $6,500 for operating
      expenses and the assistant secretary contributed $2,500 for operating expenses.
      The amount is reflected as contributed capital.





NOTE
      4 -
      CHANGE IN CONTROL





On
      April
      14, 2008, Jonathan White, CLE’s President, Chief Executive Officer and Chief
      Financial Officer, privately sold 7,000,000 shares of common stock, constituting
      97.4% of the outstanding shares and all of the shares owned beneficially by
      him,
      to Vision Opportunity China LP, a Guernsey registered limited partnership.
      As a
      result of the privately-negotiated sale, a change in control occurred from
      Mr.
      White to Vision Opportunity China LP. Vision Opportunity China purchased the
      shares for a total of approximately $345,000 in cash, inclusive of related
      acquisition costs. The terms of the purchase and sale transaction were as a
      result of arm’s length negotiations between the parties. Neither party had any
      relationship with the other prior to this transaction.




6





This
      change in control has resulted in a limitation on CLE’s ability to utilize its
      entire net operating loss which amounts to approximately $66,000 as of June
      30,
      2008. The valuation of CLE’s deferred tax asset and related valuation allowance
      as a result of this limitation has not been determined.





NOTE
      5 -
      SUBSEQUENT EVENTS





On
      July
      1, 2008, CLE effected a 5-for-1 forward split of its outstanding shares of
      common stock, thereby increasing the number of shares of common stock
      outstanding from 7,189,000 shares to 35,945,000 shares and changing the par
      value from $.000001 to $.0001. All references to shares (except shares
      authorized) and per share information in these financial statements and
      footnotes have been adjusted to reflect the forward stock split on a retroactive
      basis.




7


**FORWARD
      LOOKING STATEMENTS**




This
      quarterly report on Form 10-Q for the six months ended June 30, 2008, contains
      “forward-looking statements” within the meaning of Section 27A of the
      Securities Act of 1933, as amended. Generally, the words “believes”,
“anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,”
“continue,” and similar expressions or the negative thereof or comparable
      terminology are intended to identify forward-looking statements which include,
      but are not limited to, statements concerning our expectations regarding our
      working capital requirements, financing requirements, business prospects, and
      other statements of expectations, beliefs, future plans and strategies,
      anticipated events or trends, and similar expressions concerning matters that
      are not historical facts. Such statements are subject to certain risks and
      uncertainties, including the matters set forth in this quarterly report or
      other
      reports or documents we file with the SEC from time to time, which could cause
      actual results or outcomes to differ materially from those projected. You should
      not place undue reliance on these forward-looking statements which speak only
      as
      of the date hereof. We undertake no obligation to update these forward-looking
      statements. In addition, the forward-looking statements in this quarterly report
      on Form 10-Q involve known and unknown risks, uncertainties and other factors
      that could cause the actual results, performance or achievements of our company
      to differ materially from those expressed in or implied by the forward-looking
      statements contained herein.




An
      investment in our common stock involves a high degree of risk. Stockholders
      and
      prospective purchasers should carefully consider the risk factors in our annual
      report on Form 10-KSB for the fiscal year ended December 31, 2007, filed
      with the SEC on March 31, 2008, as well as other information contained in our
      other periodic filings with the SEC. If any of the risks described therein
      actually occur, our business could be materially harmed.




**Item
      2.**  **Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**




On
      April
      14, 2008, Jonny White, our President, Chief Executive Officer and Chief
      Financial Officer, privately sold 7,000,000 shares of common stock, constituting
      97.4% of our outstanding shares and all of the shares owned beneficially by
      him,
      to Vision Opportunity China LP, a Guernsey registered limited partnership.
      As a
      result of the privately-negotiated sale, a change in control occurred from
      Mr.
      White to Vision Opportunity China LP. Vision Opportunity China purchased the
      shares for a total of approximately $345,000 in cash, inclusive of related
      acquisition costs. The terms of the purchase and sale transaction were as a
      result of arm’s length negotiations between the parties. Neither party had any
      relationship with the other prior to this transaction.




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with our financial statements and related notes included
      under Item 1 of this report.




8




**Results
      of Operations - Six Months ended June 30, 2008 and June 30,
      2007**




June
                30, 2008
            
            June
                30, 2007Revenues:Translation
                service income
            
            $
            156
            
            $
            2,500Total
                Revenue
            
            $
            156
            
            $
            2,500




We
      had
      revenues of $156 for the six month period ending June 30, 2008 as compared
      to
      $2,500 for the six month period ending June 30, 2007. The 93.8% decrease is
      due
      to a falling-off in new registrations, leading to less matches and therefore
      less revenue. The causes seem to be twofold and related. First, once the most
      enthusiastic persons searching for language exchanges register, it can take
      additional time or new methods of advertising to bring in more participants.
      Second, when participant registration and matching drops off, so does the
      enthusiasm of the registrants, participants, referrers, and administrators.
      We
      have considered that this trend may be seasonal, in that people are less
      willing to venture out to meet a stranger for a language exchange in the cold
      and during the school term for students, than in the summer, when time is more
      available for most. We are hoping that continued administrator dedication and
      warming weather will lead to a rebound in revenues.




Expenses:




General
                and administrative expenses
            
            $
            4,538
            
            $
            36,888




We
      had
      $4,538 of general and administrative expenses for the six month period ending
      June 30, 2008 as compared to $36,888 for the six month period ending June 30,
      2007. This 87.7% decrease is primarily due to professional expenses involved
      with public filings being significantly less in the 2008 period.




Depreciation
                expense
            
            $
            168
            
            $
            280




We
      had
      $168 of depreciation expense for the six month period ending June 30, 2008
      as
      compared to $280 for the six month period ending June 30, 2007, a decrease
      0f
      40.0%.




Accordingly,
      we had the following total expenses and net operating income:




Total
                expenses
            
            $
            4,706
            
            $
            37,168Net
                loss
            
            $
            (4,550
            )
            $
            (34,668
            )




9




**Liquidity
      and Capital Resources**




We
      have
      been dependent on our officers, directors and significant stockholders to
      provide cash resources to fund our operations. As of June 30, 2008, our
      accumulated deficit was $65,685.




We
      have
      provided for our cash requirements to date through financing provided by our
      President, who had contributed this year $6,500, and our assistant secretary,
      who had contributed this year $2,500 in capital as of June 30,
      2008.




We
      will
      need to secure a minimum of $10,000 in funds to finance our business in the
      next
      12 months, in addition to the funds which we will use to make the required
      filings as a public reporting company, which funds will be used for business
      development and sales and marketing. Our management has plans to seek additional
      capital through private placements and public offerings of our common stock.
      We
      cannot assure you that we will be able to complete any of the above objectives.
      These factors raise substantial doubt regarding our ability to continue as
      a
      going concern.




**Impact
      of Inflation**




We
      expect
      to be able to pass inflationary increases in any of our costs on to our
      customers through price increases, as required, and do not expect inflation
      to
      be a significant factor in our business.




**Seasonality**




Although
      our operating history is limited, we suspect that demand for our services may
      be
      somewhat seasonal in that people are less willing to venture out to meet a
      stranger for a language exchange in the cold and during the school term for
      students than in the summer, when time is more available for most; however,
      we
      have not documented this or verified that this is the case.




**Off-Balance
      Sheet Arrangements**




There
      are
      no off-balance sheet arrangements between us and any other entity 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.




**Item
      3.**  **Quantitative and Qualitative Analysis About Market Risk**




Not
      required.




**Item
      4T. Controls and Procedures**




We
      carried out an evaluation under the supervision and with the participation
      of
      our management, including our Chief Executive Officer ("CEO") and Chief
      Financial Officer ("CFO"), of the effectiveness of our disclosure controls
      and
      procedures as of June 30, 2008. Based on that evaluation, our CEO and CFO have
      concluded that our disclosure controls and procedures are not effective to
      provide reasonable assurance that: (i) information required to be disclosed
      by
      us in reports that we file or submit under the Securities Exchange Act of 1934
      is accumulated and communicated to our management, including our CEO and CFO,
      as
      appropriate to allow timely decisions regarding required disclosure by us;
      and
      (ii) information required to be disclosed by us in reports that we file or
      submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms.




10




We
      recognize the importance of internal controls. As we are currently a company
      with limited ongoing financial operations, our management is making an effort
      to
      mitigate this material weakness to the fullest extent possible. At present
      this
      is done by having the Chief Executive Officer review our financial statements,
      account reconciliations and accounts payable reports that have been prepared
      by
      our financial consultant for reasonableness. All unexpected results are
      investigated. At any time, if it appears that any control can be implemented
      to
      continue to mitigate such weakness, we will immediately implement it. As we
      grow
      in size and as our finances allow, our management will hire sufficient
      accounting staff and implement appropriate procedures for monitoring and review
      of work performed by our financial consultant.




During
      the quarter ended June 30, 2008, there were no changes in our internal control
      over financial reporting that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.




11


**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings**




We
      are
      not party to any legal proceedings, nor are we aware of any contemplated or
      pending legal proceedings against us.




**Item
      1A. Risk Factors**




Not
      required.




**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.**




In
      the
      quarter ended June 30, 2008, our board of directors and stockholders owning
      in
      excess of a majority of the voting power of our outstanding shares approved,
      and
      we filed, a Certificate of Amendment of the Certificate of Incorporation. The
      Certificate of Amendment:




·
            changed
                our authorized capital stock to 100 million shares of common stock,
                par
                value $.0001 per share, and 20 million shares of preferred stock,
                par
                value $.0001 per share; and




·
            added
                a section limiting the liability of directors of our company.




Upon
      the
      filing of the Certificate of Amendment, we effected a 5-for-1 forward stock
      split of our outstanding shares of common stock, with a payment date of July
      1,
      2008 for the forward stock split. As a result, we currently have 35,945,000
      shares of common stock outstanding.




**Item
      5. Other Information.**




None.




12




**Item
      6. Exhibits**




Exhibits
      required by Item 601 of Regulation S-K


Exhibit
                  3.1
              
              Certificate
                  of Incorporation (1).Exhibit
                  3.2
              
              Bylaws
                  (1).Exhibit
                  3.3
              
              Certificate
                  of Amendment of the Certificate of Incorporation (2).Exhibit
                  4.1
              
              Form
                  of Common Stock Certificate of City Language Exchange Incorporated
                  (1).Exhibit
                  11.1
              
              Statement
                  re computation of per share earnings (see Note 1 to Financial Statements
                  on page 5).Exhibit
                  31.1
              
              Certification
                  as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act
                  of 2002 by
                  Chief Executive Officer and Chief Financial Officer.Exhibit
                  32.1
              
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief
                  Financial Officer.
 (1)
                Incorporated
                    by reference to the exhibits included with our Registration Statement
                    on
                    Form SB-2, File No. 333-141521, filed with the U.S. Securities
                    and
                    Exchange Commission on March 22,
                    2007.




(2)
            Incorporated
                by reference to the exhibits included with our Current Report on
                Form 8-K,
                dated June 23, 2008, and filed with the U.S. Securities and Exchange
                Commission on June 27, 2008.




13




**SIGNATURES**





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


**CITY
                LANGUAGE EXCHANGE INCORPORATED**Date:
              August 13, 2008
            By:
            /s/
              Jonny WhiteJonny
                White
              President,
                Chief
              Executive
                Officer and Chief Financial Officer
              (principal
                executive officer, and
              principal
                financial and accounting officer)


14