UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: April 30, 2009                
|Or                                                            
|                                                               |                                                                             
|ü                                                              | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________

EVOLUTION RESOURCES, INC.

(Exact name of registrant as specified in its charter)



|                                                               |                         |                                  
|-------------------------------------------------------------- | ----------------------- | ---------------------------------
|Nevada                                                         | 333- 140306             | 20-2356853                       
|(State or other jurisdiction of
incorporation or organization) | Commission
file number) | (IRS Employer
Identification No.)



43 Yazoo Avenue

Clarksdale, Mississippi 38614

(Address of principal executive offices)



662-655-1077

(Registrant's telephone number)



BBN GLOBAL CONSULTING, INC

14 Charlotte Drive, Spring Valley, NY 10977

(Former name and address, if changed since last report)



Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes þ   No  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oNo þ

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

Large Accelerated Filer o  Accelerated Filer o    Non-Accelerated Filero    Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes þ   No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 17,081,077 shares of Common Stock, as of June 8, 2009.











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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

FORM 10-Q



April 30, 2009



INDEX





|                               |                                                            
|------------------------------ | -----------------------------------------------------------
|PART I - FINANCIAL INFORMATION
|                               |                                                            
|Item 1.                        | Financial Statements                                       
|Item 2.                        | Managements Discussion and Analysis of Financial Condition
|Item 3                         | Quantitative and Qualitative Disclosures About Market Risk 
|Item 4.                        | Control and Procedures                                     



|                            |                                                            
|--------------------------- | -----------------------------------------------------------
|PART II-- OTHER INFORMATION
|                            |                                                            
|Item 1                      | Legal Proceedings                                          
|Item 2.                     | Unregistered Sales of Equity Securities and Use of Proceeds
|Item 3.                     | Defaults Upon Senior Securities                            
|Item 4.                     | Submission of Matters to a Vote of Security Holders        
|Item 5.                     | Other Information                                          
|Item 6.                     | Exhibits and Reports on Form 8-K                           
|                            |                                                            
|                            |                                                            
|SIGNATURE                  









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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

April 30, 2009



|                                                                                        |     
|--------------------------------------------------------------------------------------- | ----
|                                                                                        | Page
|                                                                                        |     
|Balance Sheets as of April 30, 2009 (Unaudited) and October 31, 2008                    | 3   
|                                                                                        |     
|Statements of Operations for the Three Months Ended April 30, 2009 and 2008 (Unaudited) | 4   
|                                                                                        |     
|Statements of Operations for the Six Months Ended April 30, 2009 and 2008 (Unaudited)   | 5   
|                                                                                        |     
|Statements of Cash Flows for the Six Months Ended April 30, 2009 and 2008 (Unaudited)   | 6   
|                                                                                        |     
|Notes to the Financial Statements (Unaudited)                                           | 7   
|                                                                                        |     





2



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PART I - FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

Balance Sheets



|                                                                                                        |  |                |          |                  |         
|------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | ---------------- | --------
|                                                                                                        |  | April 30,
2009 |          | October 31,
2008
|                                                                                                        |  | (Unaudited)    |          |                 
|ASSETS                                                                                                  |  |                |          |                 
|CURRENT ASSETS:                                                                                         |  |                |          |                  |         
|Cash                                                                                                    |  | $              | 881      | $                | 7,905   
|                                                                                                        |  |                |          |                  |         
|TOTAL ASSETS                                                                                            |  | $              | 881      | $                | 7,905   
|                                                                                                        |  |                |          |                  |         
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                    |  |                |          |                  |         
|                                                                                                        |  |                |          |                  |         
|CURRENT LIABILITIES:                                                                                    |  |                |          |                  |         
|Accrued expenses                                                                                        |  | $              | 1,500    | $                | 14,069  
|Loans payable                                                                                           |  |                | 22,844   |                  | 8,750   
|Total Current Liabilities                                                                               |  |                | 24,344   |                  | 22,819  
|                                                                                                        |  |                |          |                  |         
|STOCKHOLDERS DEFICIT:                                                                                  |  |                |          |                  |         
|Preferred stock at $0.001 par value; 1,000,000
shares authorized; no shares issued or outstanding       |  |                | -        |                  | -       
|Common stock at $0.001 par value; 74,000,000 shares
authorized; 9,760,000 shares issued and outstanding |  |                | 9,760    |                  | 9,760   
|Additional paid-in capital                                                                              |  |                | 49,995   |                  | 49,995  
|Accumulated deficit                                                                                     |  |                | (83,218) |                  | (74,669)
|Total Stockholders Deficit                                                                             |  |                | (23,463) |                  | (14,914)
|                                                                                                        |  |                |          |                  |         
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                             |  | $              | 881      | $                | (7,905) 



See accompanying notes to the financial statements.



3



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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

Statements of Operations

(Unaudited)



|                                                                         |  |                                   |           |                                    |   |          
|------------------------------------------------------------------------ |  | --------------------------------- | --------- | ---------------------------------- | - | ---------
|                                                                         |  | Three Months Ended
April 30,
2009 |           | Three Months Ended
April 30, 
2009
|Operating expenses                                                       |  |                                   |           |                                    |   |          
|Professional fees                                                        |  | $                                 | 1,500     |                                    | $ | -        
|General and administrative                                               |  |                                   | 880       |                                    |   | 2,240    
|                                                                         |  |                                   |           |                                    |   |          
|Loss from continuing operations before income taxes                      |  |                                   | (2,380)   |                                    |   | (2,240)  
|Income taxes                                                             |  |                                   | -         |                                    |   | -        
|Net Loss                                                                 |  | $                                 | (2,380)   |                                    | $ | (2,240)  
|                                                                         |  |                                   |           |                                    |   |          
|                                                                         |  |                                   |           |                                    |   |          
|Net loss per common share - basic and diluted                            |  | $                                 | (0.00)    |                                    | $ | (0.00)   
|                                                                         |  |                                   |           |                                    |   |          
|Weighted average number of common shares outstanding  basic and diluted |  |                                   | 9,760,000 |                                    |   | 9,760,000





See accompanying notes to the financial statements.





4



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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

Statements of Operations

(Unaudited)



|                                                                         |  |                                 |           |                                 |   |          
|------------------------------------------------------------------------ |  | ------------------------------- | --------- | ------------------------------- | - | ---------
|                                                                         |  | Six Months Ended April 30, 2009 |           | Six Months Ended April 30, 2008
|Operating expenses                                                       |  |                                 |           |                                
|Professional fees                                                        |  | $                               | 7,575     |                                 | $ | 3,000    
|General and administrative                                               |  |                                 | 974       |                                 |   | 740      
|                                                                         |  |                                 |           |                                 |   |          
|Loss from continuing operations before income taxes                      |  |                                 | (8,549)   |                                 |   | (3,740)  
|Income taxes                                                             |  |                                 |           |                                 |   |          
|Loss from continuing operations                                          |  |                                 | (8,549)   |                                 |   | (3,740)  
|                                                                         |  |                                 |           |                                 |   |          
|Loss on sale of discontinued operations, net of tax                      |  |                                 | -         |                                 |   | (33,542) 
|Net Loss                                                                 |  | $                               | (8,549)   |                                 | $ | (37,282) 
|Net loss per common share - basic and diluted                            |  |                                 |           |                                 |   |          
|Continuing operations                                                    |  | $                               | (0.00)    |                                 | $ | (0.00)   
|Discontinued operations                                                  |  |                                 | (0.00)    |                                 |   | (0.00)   
|                                                                         |  |                                 |           |                                 |   |          
|Net loss per common share- basic and diluted                             |  | $                               | (0.00)    |                                 | $ | (0.00)   
|                                                                         |  |                                 |           |                                 |   |          
|Weighted average number of common shares outstanding  basic and diluted |  |                                 | 9,760,000 |                                 |   | 9,760,000





See accompanying notes to the financial statements.



5



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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

(Unaudited)



|                                                                            |  |                                 |          |                                 |   |          | 
|--------------------------------------------------------------------------- |  | ------------------------------- | -------- | ------------------------------- | - | -------- | 
|                                                                            |  | Six Months Ended April 30,
2009 |          | Six Months Ended April 30,
2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                 |          |                                 |  
|Net loss                                                                    |  | $                               | (8,549)  |                                 | $ | (37,282) | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                 |          |                                 |   |          | 
|Loss from sale of discontinued operations                                   |  |                                 | -        |                                 |   | 33,542   | 
|Increase (decrease) in accrued expenses                                     |  |                                 | (12,569) |                                 |   | 3,000    | 
|Net Cash Used in Operating Activities                                       |  |                                 | (21,118) |                                 |   | (740)    | 
|                                                                            |  |                                 |          |                                 |   |          | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                                 |          |                                 |   |          | 
|Cash relinquished on sale of discontinued operations                        |  |                                 | -        |                                 |   | (985)    | 
|Net Cash Used in Investing Activities                                       |  |                                 | -        |                                 |   | (985)    | 
|                                                                            |  |                                 |          |                                 |   |          | 
|                                                                            |  |                                 |          |                                 |   |          | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                 |          |                                 |   |          | 
|Contribution to capital                                                     |  |                                 | -        |                                 |   | 100      | 
|Loans from shareholder                                                      |  |                                 | 14,094   |                                 |   | 5,500    | 
|Net Cash Provided by Financing Activities                                   |  |                                 | 14,094   |                                 |   | 5,600    | 
|                                                                            |  |                                 |          |                                 |   |          | 
|NET INCREASE (DECREASE) IN CASH                                             |  |                                 | (7,024)  |                                 |   | 3,875    | 
|                                                                            |  |                                 |          |                                 |   |          | 
|CASH AT BEGINNING OF PERIOD                                                 |  |                                 | 7,905    |                                 |   | 985      | 
|CASH AT END OF PERIOD                                                       |  | $                               | 881      |                                 | $ | 4,860    | 



See accompanying notes to the financial statements.







6



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EVOLUTION RESOURCES, INC.

(Formerly BBN Global Consulting, Inc.)

April 30, 2009 and 2008

Notes to the Financial Statements

(Unaudited)

NOTE 1 -ORGANIZATION

BBN Global Consulting, Inc. ("BBN" or the Company) was incorporated on March 15, 2005 under the laws of the State of Nevada and realized its first revenues in November 2005. It was formed to be a consulting firm with a mission of providing strategic business planning and management consulting to small domestic companies and to assist medium sized companies in China and Brazil to establish a business presence in the United States.

BBN is currently an inactive company seeking merger and business operations opportunities. Since November 1, 2007 the Company has ceased operations, and all previous business activities have been discontinued.

On May 27, 2009 (the Merger Date), BBN Global Consulting, Inc. (BBN), Evolution Resources, Inc. (Evolution) and Evolution Resources Acquisition Corp. (ERAC), a wholly-owned subsidiary of BBN, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms of the Merger Agreement, on May 27, 2009 ERAC merged with and into Evolution, with Evolution remaining as the surviving corporation (the Merger).

As of the closing of the Merger, each issued and outstanding share of common stock of Evolution was converted into the right to receive 15,296,077 shares of the common stock of BBN. Following (i) the closing of the Merger and (ii) the cancellation of 7,975,000 shares of BBNs common stock in connection with the Merger, the former shareholders of Evolution hold approximately 89.55% of the common stock of BBN.

On May 27, 2009, in connection with the Merger, the Company amended its articles of incorporation to change its name from BBN Global Consulting, Inc. to Evolution Resources, Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying interim financial statements for the three months ended April 30, 2009 and the related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (SEC) Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended October 31, 2008 as included in the Companys annual report on Form 10-K as filed on January 28, 2009. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year.

Estimates

The preparation of financial statements in conformity with U.S. GAAP 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Net loss per common share

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There are no potentially dilutive shares outstanding at April 30, 2009 or 2008.



7



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Recently Issued Accounting Pronouncements

In June 2003, the United States Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002), as amended by SEC Releases No. 33-8934 on June 26, 2008. Commencing with our annual report for the year ended September 30, 2010, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement.

·

of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;

·

of management’s assessment of the effectiveness of our internal control over financial reporting as of year end; and

·

of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

Furthermore, in the following fiscal year, it is required to file the registered accounting firms attestation report separately on the Companys internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

In May 2008, the FASB issued Statement of Financial Accounting Standard No. 162 The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The purpose of this standard is to provide a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. SFAS 162 categorizes accounting pronouncements in a descending order of authority. In the instance of potentially conflicting accounting principles, the standard in the highest category must be used. This statement will be effective 60 days after the SEC approves the Public Company Accounting and Oversight Boards related amendments. The Company believes that SFAS 162 will have no impact on their existing accounting methods.

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. There is no expected impact on the financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will include the required disclosures in its quarter ending June 30, 2009.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets. The FSP states that in developing assumptions about renewal or extension options used to determine the useful life of an intangible asset, an entity needs to consider its own historical experience adjusted for entity-specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. This FSP is to be applied to intangible assets acquired after January 1, 2009. The adoption of this FSP did not have an impact on the financial statements.

The FASB, the Emerging Issues Task Force and the United States Securities and Exchange Commission have issued certain other accounting pronouncements and regulations as of April 30, 2009 that will become effective in subsequent periods; however, management does not believe that any of those pronouncements would have significantly affected our financial accounting measurements or disclosures had they been in effect during the three and six months ended April 30, 2009 and 2008, and it does not believe that any of those pronouncements will have a significant impact on our financial statements at the time they become effective.



8



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NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At April 30, 2009, the Company is currently inactive. Since November 1, 2007 the Company has ceased operations, and all previous business activities have been discontinued.  These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to find a merger candidate. The financial statements do not include any adjustments related to the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 4  LOANS PAYABLE

Loans payable of $22,844 are payable on demand and bear no interest.











9



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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995



Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may, should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Companys actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Companys lack of historically profitable operations, dependence on key personnel, the success of the Companys business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.

Operations and Liquidity

As of November 1, 2007, the Company discontinued its operations and currently has no assets and minimal liabilities. BBN does not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

Recently Issued Accounting Pronouncements

In June 2003, the United States Securities and Exchange Commission adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002), as amended by SEC Releases No. 33-8934 on June 26, 2008. Commencing with our annual report for the year ended September 30, 2010, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement.

·

of management’s responsibility for establishing and maintaining adequate internal control over our financial reporting;

·

of management’s assessment of the effectiveness of our internal control over financial reporting as of year end; and

·

of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

Furthermore, in the following fiscal year, it is required to file the registered accounting firm’s attestation report separately on the Companys internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

In May 2008, the FASB issued Statement of Financial Accounting Standard No. 162 The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The purpose of this standard is to provide a consistent framework for determining what accounting principles should be used when preparing U.S. GAAP financial statements. SFAS 162 categorizes accounting pronouncements in a descending order of authority. In the instance of potentially conflicting accounting principles, the standard in the highest category must be used. This statement will be effective 60 days after the SEC approves the Public Company Accounting and Oversight Boards related amendments. The Company believes that SFAS 162 will have no impact on their existing accounting methods.

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement



10



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of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. There is no expected impact on the financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will include the required disclosures in its quarter ending June 30, 2009.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets. The FSP states that in developing assumptions about renewal or extension options used to determine the useful life of an intangible asset, an entity needs to consider its own historical experience adjusted for entity-specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. This FSP is to be applied to intangible assets acquired after January 1, 2009. The adoption of this FSP did not have an impact on the financial statements.

The FASB, the Emerging Issues Task Force and the United States Securities and Exchange Commission have issued certain other accounting pronouncements and regulations as of December 31, 2008 that will become effective in subsequent periods; however, management does not believe that any of those pronouncements would have significantly affected our financial accounting measurements or disclosures had they been in effect during the three and six months ended April 30, 2009 and 2008, and it does not believe that any of those pronouncements will have a significant impact on our financial statements at the time they become effective.

Critical Accounting Policies

The preparation of financial statements and related notes in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, income taxes, restructuring and impairments and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Off Balance Sheet Arrangements



We have no off-balance sheet arrangements.





11



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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4.

CONTROLS AND PROCEDURES

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer (CEO) and Chief Accounting Officer (CAO) (the Companys principal financial and accounting officer), of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CAO concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

Managements Report on Internal Controls over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Companys internal control over financial reporting during the quarter ended April 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

The Companys management, including the Companys CEO and CAO, does not expect that the Companys disclosure controls and procedures or the Companys internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the companys internal control over financial reporting was effective as of April 30, 2009.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.





12



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PART II - OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS.

Currently we are not aware of any litigation pending or threatened by or against the Company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS AND REPORTS OF FORM 8-K.

(a)      Exhibits

31.1Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002



31.2Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002



32.1Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002



32.2Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)

Reports of Form 8-K

None.



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SIGNATURES

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

|            |                                             
|----------- | --------------------------------------------
|            | EVOLUTION RESOURCES, INC.                   
|            | (Registrant)                                
|            |                                             
|            |                                             
|            | /s/ Dennis McLaughlin                       
|            | Dennis McLaughlin                           
|            | Title: Chief Executive Officer and President
|June , 2009 |                                             
|            |                                             
|            | /s/ Christopher P. Chambers                 
|            | Christopher P. Chambers                     
|            | Title: Executive Vice President and         
|            | Principal Accounting Officer                
|June , 2009 |                                             





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