---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarter endedFebruary 29, 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*: 000-52750

CROWN OIL AND GAS
INC.(Exact name of small business issuer as
specified in its charter)

|Nevada                                                               | 98-0495144                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

800  5th Avenue, Suite 4100, Seattle, Washington
98104(Address of principal executive offices)

(206) 224-7975(Issuer's telephone number)

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 11,050,000
shares of our common stock issued and outstanding as of April 14, 2008

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

---

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Crown Oil and Gas Inc.(formerly Onelife Health
Products Inc.)(A Development Stage Company)Financial
Statements February 29, 2008

---

3

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Balance Sheets                         

|                                                          |   | February 29, |   |   | November 30,   |  
|--------------------------------------------------------- | - | ------------ | - | - | -------------- | -
|                                                          |   | 2008         |   |   | 2007           |  
|                                                          |   | (unaudited)  |   |   |                |  
|Assets                                                    |   |              |   |   |                |  
|Current:                                                  |   |              |   |   |                |  
|Cash                                                      | $ | 692          |   | $ | 3,724          |  
|Total Current Assets                                      |   | 692          |   |   | 3,724          |  
|Rental deposit                                            |   | 350          |   |   | 350            |  
|Total assets                                              | $ | 1,042        |   | $ | 4,074          |  
|                                                          |   |              |   |   |                |  
|Liabilities                                               |   |              |   |   |                |  
|Accounts payable                                          | $ | 1,644        |   | $ | 244            |  
|Due to stockholder (Note 3)                               |   | 40,264       |   |   | 16,763         |  
|Total liabilities                                         |   | 41,908       |   |   | 17,007         |  
|Stockholders` Equity                                      |   |              |   |   |                |  
|Capital stock authorized                                 |   |              |   |   |                |  
|25,000,000 common shares with a par value of
      $0.001 |   |              |   |   |                |  
|Capital stock issued and outstanding                     |   |              |   |   |                |  
|6,000,000 common shares                                   |   | 6,000        |   |   | 6,000          |  
|Additional paid in capital                                |   | 49,000       |   |   | 49,000         |  
|Deficit accumulated during the development stage          |   | (95,866      | ) |   | (
      67,933 | )
|Total Stockholders Deficit                               |   | (40,866      | ) |   | ( 12,933       | )
|Total Liabilities and Stockholders Deficit               | $ | 1,042        |   | $ | 4.074          |  

The accompanying notes are an integral part of these
financial statements

---

4

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Statements of Operations               

|                                      |   |              |  |   |              |  |   | Period from         | 
|------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------------- | 
|                                      |   | Three        |  |   | Three        |  |   | Inception           | 
|                                      |   | Months       |  |   | Months       |  |   | (February 17, 2006) | 
|                                      |   | February 29, |  |   | February 29, |  |   | to                  | 
|                                      |   | 2008         |  |   | 2007         |  |   | February 29, 2008   | 
|Net sales                             | $ | -            |  | $ | 167          |  | $ | 882                 | 
|Cost of sales                         |   | -            |  |   | 48           |  |   | 190                 | 
|Gross profit                          |   | -            |  |   | 119          |  |   | 692                 | 
|Amortization                          |   | -            |  |   | 1,248        |  |   | 5,408               | 
|General and administrative            |   | 27,933       |  |   | 8,653        |  |   | 75,257              | 
|(Loss) from operations                |   | 27,933       |  |   | 9,901        |  |   | 80,665              | 
|Write-down of inventory               |   | -            |  |   | -            |  |   | 5,497               | 
|Write-down of website                 |   | -            |  |   | -            |  |   | 9,576               | 
|Interest income                       |   | -            |  |   | -            |  |   | 128                 | 
|Net loss for the period               | $ | 27,933       |  | $ | 9,782        |  | $ | 95,866              | 
|Loss per share                        | $ | (a)          |  | $ | (a)          |  |   |                     | 
|Weighted average shares outstanding   |   | 6,000,000    |  |   | 6,000,000    |  |   |                     | 
|                                      |   |              |  |   |              |  |   |                     | 
|(a) = Less than $0.01 per
      share |   |              |  |   |              |  |   |                     | 

The accompanying notes are an integral part of these
financial statements

---

5

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Statements of Cash Flows               

|                                                                   |   |              |   |   |              |   |   | Period from         |  
|------------------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------------- | -
|                                                                   |   | Three        |   |   | Three        |   |   | Inception           |  
|                                                                   |   | Months       |   |   | Months       |   |   | (February 17, 2006) |  
|                                                                   |   | February 29, |   |   | February 29, |   |   | to                  |  
|                                                                   |   | 2008         |   |   | 2007         |   |   | February 29, 2008   |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Operating Activities                                               |   |              |   |   |              |   |   |                     |  
|Net loss                                                           | $ | (27,933      | ) | $ | ( 1,230      | ) | $ | (95,866             | )
|Amortization expense                                               |   | -            |   |   | -            |   |   | 5,408               |  
|Write down of inventory                                            |   | -            |   |   | -            |   |   | 5,497               |  
|Write down of website                                              |   | -            |   |   | -            |   |   | 9,576               |  
|Decrease in inventory                                              |   | -            |   |   | -            |   |   | (5,497              | )
|Increase in deposit                                                |   | -            |   |   | -            |   |   | ( 350               | )
|Increase in accounts payable                                       |   | 1,400        |   |   | -            |   |   | 1,644               |  
|Increase in amount due to stockholder                              |   | 23,501       |   |   | 1,230        |   |   | 40,264              |  
|Cash from operating activities                                     |   | (3,032       | ) |   | -            |   |   | (39,324             | )
|                                                                   |   |              |   |   |              |   |   |                     |  
|Investing Activity                                                 |   |              |   |   |              |   |   |                     |  
|Website                                                            |   | -            |   |   | -            |   |   | (14,984             | )
|                                                                   |   |              |   |   |              |   |   |                     |  
|Financing Activities                                               |   |              |   |   |              |   |   |                     |  
|Cash from sale of stock                                            |   | -            |   |   | 10,000       |   |   | 55,000              |  
|Subscriptions receivable                                           |   | -            |   |   | (10,000      | ) |   | -                   |  
|Cash from financing activity                                       |   | -            |   |   | -            |   |   | 30,000              |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Increase in cash                                                   |   | (3,032       | ) |   | -            |   |   | 692                 |  
|Cash, opening                                                      |   | 3,724        |   |   | -            |   |   | -                   |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Cash, closing                                                      | $ | 692          |   | $ | -            |   | $ | 692                 |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Cash paid for:                                                     |   |              |   |   |              |   |   |                     |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Interest                                                           | $ | -            |   | $ | -            |   | $ | -                   |  
|Income taxes                                                       | $ | -            |   | $ | -            |   | $ | -                   |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Non-cash activities:                                               |   |              |   |   |              |   |   |                     |  
|                                                                   |   |              |   |   |              |   |   |                     |  
|Stock issued for services                                          | $ | -            |   | $ | -            |   | $ | -                   |  
|Stock issued for accounts payable                                  | $ | -            |   | $ | -            |   | $ | -                   |  
|Stock issued for notes payable and interest                        | $ | -            |   | $ | -            |   | $ | -                   |  
|Stock issued for convertible debentures and interest               | $ | -            |   | $ | -            |   | $ | -                   |  
|Convertible debentures issued for services                         | $ | -            |   | $ | -            |   | $ | -                   |  
|Warrants issued                                                    | $ | -            |   | $ | -            |   | $ | -                   |  
|Stock issued for penalty on default of
      convertible debenture | $ | -            |   | $ | -            |   | $ | -                   |  
|Note payable issued for finance charges                            | $ | -            |   | $ | -            |   | $ | -                   |  
|Forgiveness of note payable and accrued
      interest             | $ | -            |   | $ | -            |   | $ | -                   |  

The accompanying notes are an integral part of these
financial statements

---

6

|Crown Oil and Gas Inc.                            
|--------------------------------------------------
|(formerly Onelife Health Products Inc.)           
|(A Development Stage Company)                     
|Statement of Stockholders`Deficit                 
|For the period from inception on February 19, 2006
|Through February 29, 2008                         

|                                                     |  | Common Shares |  |   | Additional |  |   |         |  |   | Total       |  
|---------------------------------------------------- |  | ------------- |  | - | ---------- |  | - | ------- |  | - | ----------- | -
|                                                     |  | Issued        |  |   |            |  |   | Paid In |  |   | Accumulated |  
|                                                     |  | Shares        |  |   | Amount     |  |   | Capital |  |   | Deficit     |  
|                                                     |  |               |  |   |            |  |   |         |  |   |             |  
|Balance, February 17, 2006 (date of
      inception) |  | -             |  | $ | -          |  | $ | -       |  | $ | -           |  
|Shares issued to founder on June 12, 2006            |  | 5,000,000     |  |   | 5,000      |  |   | -       |  |   | -           |  
|Private placement                                    |  | 1,000,000     |  |   | 1,000      |  |   | 49,000  |  |   | -           |  
|Net loss                                             |  | -             |  |   | -          |  |   | -       |  |   | (11,369     | )
|Balance, November 30, 2006                           |  | 6,000,000     |  |   | 6,000      |  |   | 49,000  |  |   | (11,369     | )
|                                                     |  |               |  |   |            |  |   |         |  |   |             |  
|Net loss                                             |  | -             |  |   | -          |  |   | -       |  |   | (56,564     | )
|                                                     |  |               |  |   |            |  |   |         |  |   |             |  
|Balance, November 30, 2007                           |  | 6,000,000     |  |   | 6,000      |  |   | 49,000  |  |   | (67,933     | )
|Net loss                                             |  | -             |  |   | -          |  |   | -       |  |   | (27,933     | )
|                                                     |  |               |  |   |            |  |   |         |  |   |             |  
|Balance,
      February 29, 2008                     |  | 6,000,000     |  | $ | 6,000      |  | $ | 49,000  |  | $ | (95,866     | )

The accompanying notes are an integral part of these
financial statements

---

7

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Notes to Financial Statements          
|February 29, 2008                      

Note 1  Nature of Operations

The Company was originally incorporated under the laws of of
the state of Nevada on February 17, 2006. The Company has limited operations
and, in accordance with SFAS #7, is considered a development stage company , and
has limited operations to date.

Note 2  Significant Accounting Policies

Accounting Basis

These financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.

Financial Instrument

The Company's financial instrument consists of amount due to
stockholder.

The amount due to stockholder is non interest-bearing. It is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from its other financial instruments and that
their fair values approximate their carrying values except where separately
disclosed.

Use of Estimates

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the year. The more significant areas requiring the use of estimates
include asset impairment, stock-based compensation, and future income tax
amounts. Management bases its estimates on historical experience and on other
assumptions considered to be reasonable under the circumstances. However, actual
results may differ from the estimates.

---

8

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Notes to Financial Statements          
|February 29, 2008                      

Note 2  Significant Accounting Policies (continued)

Loss Per Share

Basic loss per share is calculated using the weighted average
number of common shares outstanding and the treasury stock method is used to
calculate diluted earnings per share. For the years presented, this calculation
proved to be anti-dilutive.

Dividends

The Company has not adopted any policy regarding payment of
dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of
Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No.
109 requires the use of an asset and liability approach in accounting for income
taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. No provision for income taxes is included in the statement due to its
immaterial amount, net of the allowance account, based on the likelihood of the
Company to utilize the loss carry-forward.

Net Income Per Common Share

Net income (loss) per common share is computed based on the
weighted average number of common shares outstanding and common stock
equivalents, if not anti-dilutive. The Company has not issued any potentially
dilutive common shares.

Note 3  Due to stockholder

Amount due to stockholder is unsecured, non-interest bearing
and has no specific terms of repayment.

Note 4  Capital stock

Common Shares - Authorized

The company has 50,000,000 common shares authorized at a par
value of $0.001 per share.

Common Shares  Issued and Outstanding

During the year, the company issued 6,000,000 common shares at
a par value. As at February 29, 2008, the company has no warrants or options
outstanding.

---

9

|Crown Oil and Gas Inc.                 
|---------------------------------------
|(formerly Onelife Health Products Inc.)
|(A Development Stage Company)          
|Notes to Financial Statements          
|February 29, 2008                      

Note 5  Income Taxes

The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS
No. 109 requires the use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized. In the Companys opinion, it is uncertain whether they will generate
sufficient taxable income in the future to fully utilize the net deferred tax
asset. Accordingly, a valuation allowance equal to the deferred tax asset has
been recorded. The total deferred tax asset is $21,090, which is calculated by
multiplying a 22% estimated tax rate by the cumulative NOL of $95,866.

Note 6  Related Party Transaction

The Company's neither owns nor leases any real or personal
property. The Company's Directors provides office space free of charge. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such
conflicts.

On February 17, 2006 (inception), the Company issued 5,000,000
shares of its common stock to its Directors for cash of $5,000. See Note 5.

The amount due to an officer and director of $2,902 is for
reimbursable expenses incurred by the company and paid directly by the President
and CEO. The amount is unsecured and does not have any repayment terms or bear
any interest. The amount was paid during the quarter.

Note 7  Going Concern

The accompanying financial statements have been prepared
assuming that the company will continue as a going concern. As discussed in the
notes to the financial statements, the Company has no established source of
revenue. This raises substantial doubt about the Companys ability to continue
as a going concern. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.

The Companys activities to date have been supported by equity
financing. It has sustained losses in all previous reporting periods with an
inception to date loss of $95,866 as of February 29, 2008. Management continues
to seek funding from its shareholders and other qualified investors to pursue
its business plan. In the alternative, the Company may be amenable to a sale,
merger or other acquisition in the event such transaction is deemed by
management to be in the best interests of the shareholders.

---

4

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

Forward Looking Statements

This quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Actof 1933, as
amended (the Securities Act) and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). These
forward-looking statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These forward-looking statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks set out in the section hereof entitled Risk
Factors and the risks set out below, any of which may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the forward-looking statements are
made and we undertake no obligation to update forward-looking statements should
these beliefs, estimates and opinions or other circumstances change. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally
accepted accounting principles (the US GAAP).

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
"common stock" refer to the shares of our common stock.

As used in this quarterly report, the terms "we", "us", "our"
and Issuer mean Crown Oil and Gas Inc., unless the context clearly requires
otherwise.

Corporate Organization and Structure

We were incorporated on February 17, 2006 in the State of
Nevada under the name OneLife Health Products Inc.. Our authorized capital
consisted of 50,000,000 shares of common stock (the Common Shares) with
a par value of $0.001 per Common Share.

Our principal executive offices are located at 800  5th
Avenue, Suite 4100, Seattle, Washington, United States 98104. Our telephone
number is (206) 224-7975.

Our Common Shares are traded on the over-the-counter market and
quoted on the over-the-counter bulletin board (the OTCBB) under the
symbol CWOI. On March 20, 2008, the closing price for our Common Shares as
reported on the OTCBB was $1.25. There have been no trades in our Common Shares
since March 20, 2008.

On January 3, 2007, Dan McFarlane resigned from his offices as
President (Principal Executive Officer), Chief Executive Officer and director of
our company and Rakesh Chehil resigned from his offices as Chief Financial
Officer, Secretary, Treasurer (Principal Accounting Officer) and director of our
company. On January 3, 2007,

---

5

John Hiner was appointed as President (Principal Executive
Officer), Secretary, Treasure and director of our company.

On January 31, 2008, we effected a stock split on a eighteen to
one basis to increase our authorized capital from 50,000,000 Common Shares with
a par value of $0.001 per Common Share to 900,000,000 Common Shares with a par
value of $0.001 per Common Share.

On January 15, 2008, we completed a merger with our
wholly-owned subsidiary, Crown Oil and Gas Inc., a Nevada corporation. Pursuant
to the merger, we changed our name from OneLife Health Products Inc. to Crown
Oil and Gas Inc. to better reflect the anticipated future business of our
company. We do not have any subsidiaries.

We have never declared bankruptcy, have never been in
receivership, and have never been involved in any legal actions or proceedings.

Business of Issuer

Since our incorporation we have been in the business of
production, sale and distribution of quality herbal supplements to end use
consumers via the Internet. As our operations have not been sufficiently
profitable and our future prospects for our business are not good, our companys
management has closed our herbal supplement operations and are currently
concentrating their efforts on pursuing a change of business in the oil and gas
industry.

As of the date of this quarterly report, we have entered into
negotiations with prospective business entities but have not entered into any
formal written agreements for a business opportunity. When any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission (the SEC).

Currently, we are seeking business opportunities with
established business entities; we may seek a business opportunity with entities
who have recently commenced operations, or entities who wish to utilize the
public marketplace in order to raise additional capital to expand their business
development or for other corporate purposes.

In implementing a structure for a particular business
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

Upon the consummation of a transaction, it is likely that our
present management will no longer be in control of our company. In addition, it
is likely that our officers and directors will, as part of the terms of the
transaction, resign and be replaced by one or more of new officers and
directors.

We anticipate that any new acquisition of business
opportunities by our company will require additional financing. However, there
can be no assurance that we will be able to acquire the financing necessary to
enable us to pursue our plan of operation. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.

The search for and analysis of new business opportunities is
being undertaken by John Hiner, our President (Principal Executive Officer),
Secretary, Treasurer (Principal Accounting Officer) and director, who is not a
professional business analyst. In seeking or analyzing prospective business
opportunities, Mr. Hiner may utilize the services of outside consultants or
advisors.

---

6

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

In addition, we have not been successful in raising the funding
necessary to proceed with our business plan. Historically, we have been able to
raise a limited amount of capital through private placements of our equity
stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective business opportunity through which we can
pursue our plan of operation. If we are unable to secure adequate capital to
continue our acquisition efforts, our business may fail and our stockholders may
lose some or all of their investment.

The following discussion should be read in conjunction with our
unaudited financial statements and the notes thereto included in this quarterly
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this quarterly report.

Plan of Operation

Over the next twelve months ending February 28, 2009, we will
be seeking business opportunities with established business entities; we may
seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital to expand their business development or for other
corporate purposes.

We anticipate that any new acquisition of business
opportunities by our company will require additional financing and we will
likely have to raise additional funds through private placements of our equity
securities and/or debt financing. However, there can be no assurance that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our company requires additional financing and we are unable to
acquire such funds, our business may fail.

Cash Requirements

Over the next twelve months ending February 28, 2009, that we
will have to raise any additional monies through private placements of our
equity securities and/or debt financing in order that we may fund the
identification and evaluation of a suitable business opportunity. We believe we
have sufficient cash to satisfy our cash requirements for 3 months.

---

7

Results of Operations

|                        | Summary of Quarter Results | Period Ended February
      29
|----------------------- | -------------------------- | ------------------------------
|                        |                            | 2008                          
|Expenses                | $27,933                    | $9,782                        
|Income                  | $Nil                       | $ 167                         
|Net Loss for the Period | $(27,933)                  | $(9,782)                      

Revenue

We have not had revenue from inception, and do not anticipate
earning revenues unless and until we acquire a new business opportunity.

|                           | Expenses  | Period Ended February
      29
|-------------------------- | --------- | ------------------------------
|                           |           | 2008                          
|Amortization               | $ Nil     | $ 1,248                       
|General and administrative | $ 27,933  | $ 8,653                       
|Net Loss for the Period    | $(27,933) | $(9,782)                      

Total expenses during the period ended February 29, 2008
increased (or decreased) as compared to the comparative period in 2007 due to an
increase in general and administrative fees. \

Liquidity and Financial Condition

|                                           | Working Capital | As at February 29,             | November 30,
|------------------------------------------ | --------------- | ------------------------------ | ------------
|                                           |                 | 2008                           | 2007        
|Current assets                             | $ 692           | $ 3,724                       
|Current liabilities                        | $41,908         | $17,007                       
|Working capital                            | $(41,216)       | $(13,283)                     
|                                           |                 |                                |             
|                                           | Cash Flows      | Period Ended February
      29
|                                           |                 | 2008                           | 2007        
|Cash Flows from
      Operating Activities | $(3,032)        | $Nil                          
|Cash Flows from
      Financing Activities | $Nil            | $Nil                          
|Net Increase (Decrease) in Cash Flows      | $(3,032)        | $Nil                          

Future Financing

At February 29, 2008 we had $692 in cash. Over the next twelve
months ending February 28, 2009, we will have to raise any additional monies
through private placements of our equity securities and/or debt financing in
order that we may fund the identification and evaluation of a suitable business
opportunity. We believe we have sufficient cash to satisfy our cash requirements
for 3 months.

On March 17, 2008, we closed a private placement of 5,050,000
units at a price of $1 per unit, raising gross proceeds of $5,050,000. Each unit
consists of one Common Share and one common share purchase warrant exercisable
at $1.50 per Common Share during the first year after the closing of the
offering and at $2 per Common Share during the second year after the closing of
the offering.

Management believes that our cash and cash equivalents,
together with cash provided by operating activities, if any, will be sufficient
to meet our total estimated operating expenses for the next twelve months ending
February 28, 2009. We plan to raise additional capital required to satisfy cash
shortfall, if any, through the

---

8

private placement of our equity securities. There are no
assurances that we will be able to obtain funds required for our continued
operation. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially
reasonable terms. If we are not able to obtain the additional financing on a
timely basis, we will not be able to meet our other obligations as they become
due and we will be forced to scale down or perhaps even cease the operation of
our business.

Going Concern

The unaudited financial statements accompanying this quarterly
report have been prepared on a going concern basis, which implies that our
company will continue to realize its assets and discharge its liabilities and
commitments in the normal course of business.

Our company has not generated revenues since inception and we
do not anticipate that we will derive any revenues from operations unless and
until we acquire a new business opportunity. There is no assurance that we will
acquire a new business opportunity and that, even if we are successful in doing
so, there is no assurance that we will be able to operate profitably. In
addition, we have never paid any dividends and is unlikely to pay any dividends
in the immediate or foreseeable future.

As at February 29, 2008, our company has had accumulated losses
of $95,866 while our cash on hand was approximately $692. We may need to obtain
additional financing in the future to satisfy cash shortfall, if any, for the
next twelve months ending February 28, 2009.

Due to the uncertainty of our ability to meet our current
operating expenses and other anticipated expenses noted above, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern in their report on the audited financial
statements for the fiscal year ended November 30, 2007, Our audited financial
statements contain additional note disclosures describing the circumstances that
lead to such disclosure by our independent auditors.

The continuation of our company as a going concern is dependent
upon the continued financial support from our stockholders, the ability of our
company to obtain necessary equity financing to achieve its operating objectives
and the attainment of profitable operations. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders. Obtaining commercial loans, assuming such loans are
available, will increase our liabilities and future cash commitments.

There is no assurances that we will be able to either (a)
achieve a level of revenues adequate to generate sufficient cash flow from
operations, or (b) obtain additional financing through private placements,
public offerings and/or bank financings necessary to support our working capital
requirements. As noted herein, we are pursuing various financing alternatives to
meet our immediate and long-term financial requirements. There is no assurance
that additional financing will be available to us when needed or, if available,
that it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps
even cease our operations.

As of the date of this quarterly report, we have entered into
negotiations with prospective business entities but have not entered into any
formal written agreements for a business opportunity.

Purchase of Significant Plant and Equipment

Unless we acquire a new business, we do not intend to purchase
any significant equipment over the twelve months ending February 28, 2009.

---

9

Employees

Currently, our only employee is John Hiner, our President
(Principal Executive Officer), Secretary, Treasurer (Principal Accounting
Officer) and director. We do not anticipate any significant changes in the
number of employees during the next twelve months ending February 28, 2009.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to our investors.

Our principal capital resources have been acquired through the
subscription and issuance of our Common Shares. Occasionally, we have also used
stockholder loans and advances from related parties.

Recently Issued Accounting Standards

In February 2007, the Financial Accounting Standards Board (the
FASB) issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159
permits companies to choose to measure many financial instruments and certain
other items at fair value. The standard requires that unrealized gains and
losses on items for which the fair value option has been elected be reported in
earnings. SFAS No. 159 is effective for a company beginning in the first quarter
of fiscal year ending in 2008, although earlier adoption is permitted. We are
currently evaluating the impact that SFAS No. 159 will have on our financial
statements.

In September 2006, the Securities and Exchange Commission (the
SEC) issued Staff Accounting Bulletin No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements (SAB No. 108). SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The adoption of this statement did not have a material effect on our
reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements and does not require any new fair value
measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on our
future reported financial position or results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109 (FIN. 48). FIN. 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition threshold, and
second, measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN. 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting in
interim periods, disclosure and transition. FIN. 48 is effective for fiscal
years beginning after December 15,

---

10

2006. The adoption of this statement is not expected to have a
material effect on our future reported financial position or results of
operations.

Application of Critical Accounting Estimates

Our financial statements have been prepared in accordance with
the US GAAP. Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for a
period necessarily involves the use of estimates which have been made using
careful judgment.

Our financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies as disclosed in the notes to
our audited financial statements for the fiscal year ended November 30,
2007.

Risk Factors

An investment in our Common Shares involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information herein when evaluating our
business. Our business, operating results and financial condition could be
seriously harmed and you could lose all or part of your investment in our Common
Shares due to any of the following risks.

Risks Associated with our Business

Scarcity of and competition for business opportunities and
combinations place our company at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination.

We are, and will continue to be, an insignificant participant
amongst numerous other companies seeking a suitable business opportunity or
business combination. A large number of established and well-financed entities,
including venture capital firms, are actively seeking suitable business
opportunities or business combinations which may also be desirable target
candidates for us. Virtually all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do.
We are, consequently, at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. We
will also compete with numerous other small public companies seeking suitable
business opportunities or business combinations.

We will require additional financing. Inadequate financing
may impair our ability to compete in the marketplace which may result in the
dissolution of our company.

We anticipate that we may require additional financing while we
are seeking a suitable business opportunity or business combination. Further, we
anticipate that we may not have sufficient capital to fund our ongoing
operations for the next twelve months. We may be required to raise additional
financing for a particular business combination or business opportunity. We
would likely secure any additional financing necessary through a private
placement of our Common Shares.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon our company. Although we believe that we have funds sufficient to
meet our immediate needs, we may require further funds to finance the
development of any business opportunity that we acquire. There can be no
assurance that such funds will be available or available on terms satisfactory
to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future stockholders is likely to result. If adequate
funds are not available on

---

11

acceptable terms when needed, we may be required to delay,
scale back or eliminate the development of any business opportunity that we
acquire. Inadequate funding could also impair our ability to compete in the
marketplace, which may result in the dissolution of our company.

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

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

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

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

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

Ability to generate revenues is uncertain until we acquire a
business opportunity or complete a business combination.

We have not generated any revenues since January 3, 2008 and do
not anticipate generating any additional revenues until we acquire a business
opportunity or complete a business combination. As of February 29, 2008, we have
net loss of $95,866 and a working capital deficit of $41,216. Our ability to
generate any further revenues is uncertain.

The success of our proposed plan of operation will depend to
a great extent on the operations, financial condition and management of any
identified business opportunity.

The success of our proposed plan of operation will depend to a
great extent on the operations, financial condition and management of any
identified business opportunity. While management intends to seek business
opportunities and/or business combinations with entities which have established
operating histories, there is no assurance that we will successfully locate
business opportunities meeting such criteria. In the event that we complete a
business combination or otherwise acquire a business opportunity, the success of
our operations may be dependent upon management of the successor firm or venture
partner firm, together with a number of other factors beyond our control.

We have no arrangement, agreement, or understanding with
respect to acquiring a business opportunity or engaging in a business
combination with any private entity. Accordingly, we may enter into a business

---

12

combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

Although we have entered into negotiations with prospective
business entities, we have not entered into any formal written agreements for a
business combination or opportunity. There can be no assurance that we will
successfully identify and evaluate suitable business opportunities or conclude a
business combination. There is no assurance that we will be able to negotiate
the acquisition of a business opportunity or a business combination on terms
favourable to us. We have not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria which we
will require a target business opportunity to have achieved, and without which
we would not consider a business combination in any form with such business
opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other negative
characteristics.

There is no assurance that we will successfully complete a
business opportunity or business combination.

We have not conducted or received results of market research
indicating that there is a demand for the acquisition of a business opportunity
or business combination as contemplated by our company. Even if there is demand
for the acquisition of a business opportunity or combination as contemplated,
there is no assurance we will successfully complete such an acquisition or
combination.

Lack of diversification may increase the risks associated
with our operations.

In all likelihood, our proposed operations, even if successful,
may result in a business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business. Our inability to
diversify our activities into a number of areas may subject us to economic
fluctuations within a particular business or industry, thereby increasing the
risks associated with our operations.

Probable change in control and management may reduce or
eliminate the participation of our present officers and directors in the future
affairs of our company.

A business combination or acquisition of a business opportunity
involving the issuance of our Common Shares may result in new or incoming
stockholders obtaining a controlling interest in our company. Any such business
combination or acquisition of a business opportunity may require management of
our company to sell or transfer all or a portion of the Common Shares in the
capital of our company that they hold or resign as members of our board of
directors. The resulting change in our control could result in removal of one or
more of our present officers and directors, and a corresponding reduction in, or
elimination of, their participation in the future affairs of our company.

Reduction of percentage share ownership following a business
combination may result in a change in our control and/or management.

Our primary plan of operation is based upon the acquisition of
a business opportunity or a business combination with a private company, which,
in all likelihood, would result in us issuing Common Shares to stockholders of
such private company. Issuing previously authorized and unissued Common Shares
in our capital will reduce the percentage of Common Shares owned by present and
prospective stockholders and may result in a change in our control and/or
management.

---

13

Requirement of audited financial statements may disqualify a
business opportunity.

Management believes that any potential business opportunity or
target company must provide audited financial statements for review and for the
protection of all parties to the business acquisition or combination. One or
more attractive business opportunities may forego a business combination with us
rather than incur the expenses associated with preparing audited financial
statements.

A failure to manage growth effectively could have a
materially adverse effect on our business.

Our ability to achieve any planned growth upon the acquisition
of a suitable business opportunity or business combination will be dependent
upon a number of factors including, but not limited to, our ability to hire,
train and assimilate management and other employees and the adequacy of our
financial resources. In addition, there can be no assurance that we will be able
to manage successfully any business opportunity or business combination. Failure
to manage anticipated growth effectively and efficiently could have a materially
adverse effect on our business.

Risks Associated with our Common Shares

Because we do not intend to pay any dividends on our Common
Shares, investors seeking dividend income or liquidity should not purchase our
Common Shares.

We have not declared or paid any dividends on our Common Shares
since inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors seeking dividend income or liquidity should not
invest in our Common Shares.

Because we can issue additional shares of Common Shares,
purchasers of our Common Shares may incur immediate dilution and may experience
further dilution.

We are authorized to issue up to 900,000,000 Common Shares, of
which 11,050,000 Common Shares are issued and outstanding. Our board of
directors has the authority to cause the issuance of additional Common Shares
and to determine the rights, preferences and privilege of such Common Shares,
without consent of any of our stockholders. Consequently, the stockholders may
experience more dilution in their ownership of our Common Shares in the
future.

A decline in the price of our Common Share could affect our
ability to raise further working capital, may adversely impact our ability to
continue operations and we may go out of business.

A prolonged decline in the price of our Common Shares could
result in a reduction in the liquidity of our Common Shares and a reduction in
our ability to raise capital. Because we may attempt to acquire a significant
portion of the funds we need in order to conduct our planned operations through
the sale of equity securities, a decline in the price of our Common Shares could
be detrimental to our liquidity and our operations; the decline may cause
investors to not choose to invest in our Common Shares. If we are unable to
raise the funds we require for all of our planned operations, we may be forced
to reallocate funds from other planned uses and may suffer a significant
negative effect on our business plan and operations, including our ability to
develop new products and continue our current operations. As a result, our
business may suffer and not be successful and we may go out of business. Also,
we might not be able to meet our financial obligations if we cannot raise enough
funds through the sale of our Common Shares and we may be forced to go out of
business.

---

14

Trading of our Common Shares may be restricted by the Sacs
penny stock regulations, which may limit a stockholder's ability to buy and sell
our Common Shares.

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

FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the
Financial Industry Regulatory Authority (the FINRA), formerly the
National Association of Securities Dealers, has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. The FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our Common Shares, which may limit your ability to buy and sell
our Common Shares and have an adverse effect on the market for our Common
Shares.

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, as of
February 29, 2008, we have carried out an evaluation of the effectiveness of the
design and operation of our companys disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our companys management, including our companys President (Principal Executive
Officer) and Treasurer (Principal Accounting Officer). Based upon the results of
that evaluation, our companys President (Principal Executive Officer) and
Treasurer (Principal Accounting Officer) have concluded that, as of February 29,
2008, our companys disclosure controls and procedures were effective and
provide reasonable assurance that material information related to our company is
recorded, processed and reported in a timely manner.

Our companys management, with the participation of our
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer), is responsible for the design of internal controls over financial
reporting. The

---

15

fundamental issue is to ensure all transactions are properly
authorized, identified and entered into a well-designed, robust and clearly
understood system on a timely basis to minimize risk of inaccuracy, failure to
fairly reflect transactions, failure to fairly record transactions necessary to
present financial statements in accordance with generally accepted account
principles, unauthorized receipts and expenditures or the inability to provide
assurance that unauthorized acquisitions or dispositions of assets can be
detected. The small size of our company makes the identification and
authorization process relatively simple and efficient and a process for
reviewing internal controls over financial reporting has been developed. To the
extent possible given our companys small size, the internal control procedures
provide for separation of duties for handling, approving and coding invoices,
entering transactions into the accounts, writing cheques and requests for wire
transfers and also require two signatures on significant payments. As of
February 29, 2008, our companys President (Principal Executive Officer) and
Treasurer (Principal Accounting Officer) conclude that our companys system of
internal controls is adequate and comparable to those of issuers of a similar
size and nature.

This quarterly report does not include an attestation report of
our 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
SEC that permit the company to provide only managements report in this
quarterly report.

There were no significant changes to our companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any significant
deficiencies or material weaknesses of internal controls that would require
corrective action.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company nor of any proceedings that a governmental authority is
contemplating against us.

We know of no material proceedings to which any of our
directors, officers, affiliates, owner of record or beneficially of more than 5%
of our voting securities or security holder is an adverse party or has a
material interest adverse to our interest.

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

On March 17, 2008, we closed a private placement of 5,050,000
units at a price of $1 per unit, raising gross proceeds of $5,050,000. Each unit
consists of one Common Share and one common share purchase warrant exercisable
at $1.50 per Common Share during the first year after the closing of the
offering and at $2 per Common Share during the second year after the closing of
the offering.

The units were issued to ten non-U.S. persons, as that term is
defined in Regulation S under the Securities Act, in an off-shore transaction.
In issuing these units, we relied on Regulation S and/or Section 4(2) of the
Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

---

16

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|Exhibit Number | Description                                                                                                                                                                                                                                                            
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)            | Articles of Incorporation and Bylaws                                                                                                                                                                                                                                   
|3.1            | Articles of Incorporation (incorporated
      by reference to the Companys SB-2 Registration Statement filed February
      5, 2007).                                                                                                                                 
|3.2            | Bylaws (incorporated by reference to the Companys
      SB-2 Registration Statement filed February 5, 2007).                                                                                                                                                          
|3.3            | Certificate of Merger filed with
      the Nevada Secretary of State and effective on January 15, 2008 (incorporated
      by reference to our Current Report on Form 8-K filed on January 16, 2008).                                                                  
|3.4            | Certificate of Change filed with the Nevada Secretary
      of State, effective on January 31, 2008 (incorporated by reference to our
      Current Report on Form 8-K filed on January 16, 2008).                                                                     
|(10)           | Material Contracts                                                                                                                                                                                                                                                     
|10.1           | Form of Subscription Agreement used between our
      company and the 35 non affiliated stockholders who purchased 1,000,000 common
      shares at $0.05 per Common Share (incorporated by reference to our SB-2
      Registration Statement filed February 5, 2007).
|10.2           | Form of Subscription Agreement
      used between our company and the ten investors who purchased 5,050,000 units
      at $1 per unit (incorporated by reference to our Current Report on Form
      8-K filed on March 20, 2008).                                    
|(31)           | Section 302 Certifications                                                                                                                                                                                                                                             
|31.1*          | Section
      302 Certification of John Hiner.                                                                                                                                                                                                                         
|(32)           | Section 906 Certification                                                                                                                                                                                                                                              
|32.1*          | Section 906 Certification of John
      Hiner.                                                                                                                                                                                                                         

* Filed herewith

---

17

SIGNATURES

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

|CROWN OIL AND GAS INC. |                                                
|---------------------- | -----------------------------------------------
|                       |                                                
|By:                    | /s/ John Hiner                                 
|                       | Name: John Hiner                               
|                       | Title: President (Principal Executive          
|                       | Officer), Secretary, Treasurer
      (Principal
|                       | Accounting Officer and Director                
|                       |                                                
|DATED: April 14, 2008  |                                                

---