UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For
      the quarterly period ended March 31,
2008





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





For the
transition period from ____________ to ______________





Commission
file number: 333-144597





SUNCROSS EXPLORATION
CORPORATION


(Exact
name of small business issuer as specified in its charter)





Nevada
            98-0441861(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification No.)







435
Martin Street, Suite 3150


Blaine, Washington
98230


(Address
of principal executive offices)





(604 ) 377
-8855


(Registrant's
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes  x    No   ̈





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





Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              Smaller
      reporting company
              x


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


Yes   xNo    ̈





The
number of shares of the issuer’s common stock, par value $0.001 per share,
outstanding as of May 5, 2008 was 11,823,250 shares.





















PART
I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL
STATEMENTS





SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)


BALANCE
SHEETS


(unaudited)








March
      31,
            
            December31,2008
            
            2007ASSETSCurrent
      assetsCash
            $
            3,981
            
            $
            -Total
      assets
            $
            3,981
            
            $
            -LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesBank
      overdraft
            $
            -
            
            $
            2,561Accounts
      payable and accrued liabilities
            
            24,811
            
            
            18,850Advances
      from related party
            
            17,317
            
            
            354Total
      liabilities
            
            42,128
            
            
            21,765Stockholders’
      Deficit:Preferred
      stock, $.001 par value, 20,000,000 shares authorized; no shares issued and
      outstanding
            
            -
            
            
            -Common
      stock, $.001 par value, 100,000,000 shares authorized; 11,823,250 shares
      issued and outstanding
            
            11,823
            
            
            11,823Additional
      paid-in capital
            
            65,107
            
            
            65,107Deficit
      accumulated during the exploration stage
            
            (115,077
            )
            
            (98,695
            )Total
      stockholders’ deficit
            
            (38,147
            )
            
            (21,765
            )Total
      liabilities and stockholders’ deficit
            $
            3,981
            
            $
            -








The
accompanying notes are an integral part of these financial
statements.














F-1






SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)


STATEMENTS
OF EXPENSES


(unaudited)








FromNovember
      16,Three
      months
            
            Three
      months
            
            2004
      (Inception)ended
            
            ended
            
            To
      March 31,March
      31, 2008
            
            March 31,
      2007
            
            2008Operating
      expenses:Exploration
      and development
            $
            -
            
            $
            1,500
            
            $
            9,957Foreign
      exchange (gain)
            
            7
            
            
            (46
            )
            
            (1,120
            )Geological
      consulting
            
            -
            
            
            -
            
            
            2,041Mineral
      property acquisition costs
            
            -
            
            
            -
            
            
            6,000Other
      selling, general and administrative
            
            16,375
            
            
            4,354
            
            
            98,199Net
      loss
            $
            (16,382
            )
            $
            (5,808
            )
            $
            (115,077
            )Basic
      and diluted net loss per common share
            $
            (0.00
            )
            $
            (0.00
            )
            
            N/AWeighted
      average number of common shares outstanding
            
            11,823,250
            
            
            12,148,250
            
            
            N/A








The
accompanying notes are an integral part of these financial
statements


















F-2












SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS


(unaudited)





FromThree
      months ended
            
            Three
      months ended
            
            November
      16, 2004 (Inception)March
      31, 2008
            
            March
      31, 2007
            
            To
      March 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            $
            (16,382
            )
            $
            (5,808
            )
            $
            (115,077
            )Adjustments
      to reconcile net loss to cash used in operationsPrepaid
      expenses and other assets
            
            -
            
            
            (17,520
            )
            
            -Bank
      overdraft
            
            (2,561
            )
            
            -
            
            
            -Accounts
      payable and accrued liabilities
            
            5,961
            
            
            1,307
            
            
            14,811Net
      cash used in operating activities
            
            (12,982
            )
            
            (22,021
            )
            
            (100,266
            )Cash
      flows from financing activitiesProceeds
      from Sale of Stock
            
            -
            
            
            -
            
            
            89,930Stock
      rescission
            
            -
            
            
            -
            
            
            (3,000
            )Advances
      from related party, net
            
            16,963
            
            
            (175
            )
            
            17,317Net
      cash flows provided by (used in) financing activities
            
            16,963
            
            
            (175
            )
            
            104,247Increase
      (Decrease) in Cash
            
            3,981
            
            
            (22,196
            )
            
            3,981Cash,
      Beginning of Period
            
            -
            
            
            60,195
            
            
            -Cash,
      End of Period
            $
            3,981
            
            $
            37,999
            
            $
            3,981Supplemental
      Disclosure of Cash Flow InformationInterest
      paid
            $
            -
            
            $
            -
            
            $
            -Income
      taxes paid
            $
            -
            
            
            -
            
            
            -










The
accompanying notes are an integral part of these financial
statements.














F-3










SUNCROSS
EXPLORATION CORPORATION


(An
Exploration Stage Company)


Notes to
Financial Statements


(unaudited)








NOTE 1 -
BASIS OF PRESENTATION





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





NOTE 2 -
GOING CONCERN





The
accompanying financial statements have been prepared assuming that Suncross will
continue as a going concern. As shown in the accompanying financial statements,
Suncross suffered losses for the three months ended March 31, 2008 and has an
accumulated deficit at March 31, 2008. These conditions raise substantial doubt
as to Suncross’s ability to continue as a going concern. The financial
statements do not include any adjustments that might be necessary if Suncross is
unable to continue as a going concern. Management intends to finance these
deficits by selling its common stock.





NOTE
3 – RELATED PARTY TRANSACTION





Suncross
Exploration received advances from a related party to pay for current expenses
incurred during the period related to professional fees such as accounting and
legal fees.  As of March 31, 2008, $17,317 was
outstanding.








NOTE 4 –
CHANGE OF CONTROL





On March
5, 2008, Suncross Exploration Corporation’s Chief Executive Officer and Sole
Director, Valda Downing, and the Company’s Vice President, Karl Antonius,
entered into a Stock Purchase Agreement (the "Purchase Agreement") with Hugh
Downing, Ms. Downing’s brother and Mr. Antonius’ uncle.  Pursuant to
the Purchase Agreement, Mr. Downing purchased 5.5 million (5,500,000) shares of
the Company's common stock from Ms. Downing and 4.5 million (4,500,000) shares
of the Company’s common stock from Mr. Antonius, for an aggregate of ten million
(10,000,000) shares.  Mr. Downing paid Ms. Downing and Mr. Antonius
aggregate consideration of $10,000 (or $0.001 per share).  The
Purchase Agreement closed on March 5, 2008.




As a
result of the Closing, Mr. Downing obtained majority voting control over the
Company, as the 10,000,000 shares which he purchased, along with 152,500 shares
which Mr. Downing had purchased in private transactions prior to the date
of the stock purchase agreement, and 177,500 shares of common stock held by
his wife prior to the date of the Stock Purchase Agreement, which he is deemed
to beneficially own, constituted approximately 87.4% of the Company's
outstanding shares of common stock based on 11,823,000 shares of common
stock outstanding as of March 5, 2008.






NOTE 5 -
INCOME TAXES





Suncross
Exploration Corporation uses the liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2007 and through
March 31, 2008, Suncross Exploration Corporation incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward will expire in the year 2028.  Due to the change of
control (see note 4), the net operating loss through that date will be limited
under Section 382 of the Internal Revenue Service.













F-4












ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS





CERTAIN
STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), CONSTITUTE
"FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH
FORWARD-LOOKING STATEMENTS 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 THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
SUNCROSS EXPLORATION CORPORATION ("THE COMPANY", "WE", "US" OR "OUR") TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM
10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO MARCH 31, 2008.





HISTORY





We were
incorporated as Suncross Exploration Corporation in Nevada on November 16, 2004.
We plan to explore and mine for silver, gold and other minerals on properties in
British Columbia, Canada.





In March
2007, our former Chief Executive Officer and former Vice President, Karl
Antonius entered into a Stock Purchase Agreement with our then Chief Executive
Officer, Valda Downing, his Mother, pursuant to which Ms. Downing purchased
5,500,000 shares of Mr. Antonius’ common stock, making her the largest
shareholder of the Company.  Mr. Antonius had resigned as our Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director in
December 2006, at which time Ms. Downing was appointed as our Chief Executive
Officer, Chief Financial Officer, Treasurer, Secretary and
Director.





On March
5, 2008, Ms. Downing, and Mr. Antonius, entered into a Stock Purchase Agreement
with Hugh Downing, Ms. Downing’s brother and Mr. Antonius’
uncle.  Pursuant to this agreement, Mr. Downing purchased 5,500,000
shares of the Company's common stock from Ms. Downing and 4,500,000 shares of
the Company’s common stock from Mr. Antonius, for an aggregate purchase of
10,000,000 shares.  As a result, Mr. Downing obtained majority voting
control over the Company, as the 10,000,000 shares he purchased constituted
approximately 84.5% of the Company's outstanding shares of common stock based on
11,823,250 shares of common stock outstanding as of March 11,
2008.  In connection with the Stock Purchase Agreement, Valda Downing
resigned as the Company's Chief Executive Officer, President, Principal
Accounting Officer, Treasurer, Secretary and sole Director, and Mr. Downing was
appointed as the Company's Chief Executive Officer, President, Principal
Accounting Officer, Treasurer, Secretary and sole Director and Mr. Antonius
resigned as the Company’s Vice President.





As a
result of the March 2008 Stock Purchase Agreement, Mr. Downing obtained majority
voting control over the Company, as the 10,000,000 shares which he purchased,
along with the 152,500 shares which Mr. Downing had previously purchased in
private transactions prior to the date of the Stock Purchase Agreement, and the
177,500 shares of common stock owned by his wife prior to the date of the Stock
Purchase Agreement, which shares he is deemed to beneficially own, constituted
approximately 87.4% of the Company's outstanding shares of common stock based on
11,823,000 shares of common stock outstanding as of March 5, 2008.





SUBSEQUENT
EVENT





During
May 2008, we filed a Certificate of Amendment to our Articles of Incorporation
with the Secretary of State of Nevada (the “Certificate of Amendment”), which
Certificate of Amendment was approved by our Board of Directors and majority
shareholders pursuant to a consent to action without meeting of our Board of
Directors and majority shareholders on May 7, 2008, to be effective as of May
19, 2008.  The Certificate of Amendment will amend our Articles of
Incorporation to affect a nineteen for one (19:1) forward stock split and will
increase the authorized shares of common stock of the Company to 300,000,000
shares of common stock and reauthorize 20,000,000 shares of preferred
stock.  As the Certificate of Amendment will not be effective until
May 19, 2008, all share amounts and related disclosures in this quarterly report
and the accompanying financial statements reflect pre-forward split
amounts.  Upon effectiveness of the Certificate of Amendment, the
Company plans to file a Report on Form 8-K with the Commission to announce the
changes and to file the Certificate of Amendment as an exhibit to the Company’s
filings.















-2-










Business
Operations:





We own
100% of the mineral rights on the “Argo” claim grounds, which represent
approximately 453 hectares (approximately 1,120 acres) located in southwestern
British Columbia, Canada, 17 miles west of Kamloops, British Columbia (the "Argo
Claim"). The Argo Claim consists of nine cell claims, which were acquired by us
in May 2006, for a total of $6,000 US from Kimberly Carla Sinclair. Cell claims
are the terms used for mining claims in British Columbia, Canada, and consist of
twenty (20) hectares (or approximately 49.4 acres). The rights to our cells were
to expire on January 17, 2006, but have since been extended by us three times,
each for an additional year, for an aggregate of approximately $734 per year and
now expire on January 17, 2009 (unless extended further by us). The rights to
the claim can be extended by us prior to its expiration for an additional $1,468
per year. We do not believe that there will be any problem extending our claim
if our officers and Director feel that such extension will be in our best
interest. Subsequent to the purchase of the claims we contracted with Diamond S.
Holdings, Ltd. operated by Larry Sostad ("Diamond") to perform any necessary
exploration work on the Argo Claim. Diamond subsequently contracted with
Laurence Sookochoff, who along with Diamond, has conducted all exploration
activities on our property to date, and who will conduct the following planned
activities described below, subsequent to the date of this filing, funding
permitting.





Mr.
Sookochoff completed a Phase I initial exploration program on the Argo Claim
during the first quarter of 2007, which included trenching and sampling of the
Argo Claim while exploring the area for mineral deposits and taking ground
samples. The results of the Argo Claim, Phase I program showed a limited amount
of silver and copper was present in the ground samples.





We plan
to conduct further exploration activities on the Argo Claim in the future,
funding permitting, which may include:





Phase
      II-
            Planned
      to begin as soon as the Company raises adequate additional funding to
      complete such planned Phase, and to take approximately forty-five (45)
      days to complete.Completing
      a Vertical Loop Electro Magnetic Survey ("VLF-EM") over portions of the
      claim. A VLF-EM survey is completed by walking over the property using a
      specially equipped receiver to pick up the possible location of minerals.
      We plan to conduct the VLF-EM on the Argo Claim, where adit and grab
      samples were previously taken during the Phase I activities. The total
      area which is planned to be surveyed by the VLF-EM is approximately 150
      acres.The
      VLF-EM survey of our claims will be used to prepare a map of abnormal
      magnetic fields from the claims, which abnormalities may be associated
      with mineral deposits. These abnormal readings are then compared, with the
      results correlated to determine the structural significance of the VLF-EM
      anomalies. We believe that the VLF-EM survey is a necessary first step in
      the exploration of our property, because we believe it will help us
      determine which areas of the property are more likely to contain mineral
      deposits than others.Estimated
      cost: $12,000










-3-









Phase
      III-
            Planned
      to begin between three and four months after completion of the Company’s
      Phase II activities (funding permitting), pending favorable results of the
      Phase II studies, and to take approximately sixty (60) days to
      complete.After
      the VLF-EM surveying is completed, we will perform trenching, sample and
      geological mapping of the possible veins of minerals on the
      property.We
      believe that this surveying will provide information regarding the degree
      of mineralization. Additionally, we believe that surveying at this stage
      is essential to integrate and correlate the VLF-EM results and the
      sampling results.Estimated
      cost: $25,000Phase
      IV-
            Estimated
      start date to be determined, pending favorable results of our Phase II and
      Phase III studies, funding permitting, and depending on whether the ground
      covering the Argo Claim is covered with snow  and/or
      frozen.Further
      testing and diamond drilling of prime targets. Diamond drilling is
      required to test the extent of mineralization to depth. We anticipate the
      drill hole locations being determined based on the results of, and the
      interpretation of, the previous exploration we plan to conduct in Phases
      II and III.Estimated
      cost: $50,000




We
currently do not have adequate capital or funding to conduct any of the
exploration activities discussed above.  While we currently plan to
begin conducting the exploration activities listed above as soon as we obtain
adequate additional funding, of which there can be no assurances, our management
will make a decision whether to proceed with each successive phase of the
exploration program upon completion of the previous phase and upon analysis of
the results of that program. Additionally, we will wait for the results from
Phases II-IV before deciding whether any additional exploration activities would
be appropriate on the claims, as we believe that we will know whether or not our
claims have any commercially viable mineral deposits upon the completion of our
Phase IV exploration activities, if not sooner.





NEED
FOR GOVERNMENT APPROVAL





In
connection with our planned exploration activities, we may be required to comply
with certain environmental laws and regulations which may require us to obtain
permits issued by regulatory agencies and to file various reports and keep
records of our operations affecting the environment. While we will not need any
permits for Phases I through III (described above), we will require a permit to
conduct diamond drilling pursuant to Phase IV above. We plan to conduct our
Phase IV exploration activities only if the results from Phases II and III are
encouraging. Our Phase IV activities, if any, will require drilling permits from
the provincial government ministry of mining in British Columbia. The permits
require us to submit a form to the British Columbia Ministry of Energy and Mines
(the "Ministry"). The information required in the form includes the location of
the work site, a description of the work proposed and the area of surface
disturbance. Based on the information submitted, the Ministry requires a
security deposit which is refundable upon the completion of the reclamation of
the site, which is required. Management anticipates that the deposit required
for our planned drilling program will be around $2,000. The cost of the
reclamation of our claims will be dependent on how many holes are drilled, which
information we will not know until the completion of our Phase III studies;
however we anticipate this cost being in the range of $1,000 to $2,000. Other
than the required refundable deposit and costs associated with reclamation,
there are no costs associated with the permits.





The
Ministry's review of the permits normally takes approximately one month and the
Company is not aware of any correctly completed permits which have been denied
by the Ministry. The permit once granted
by the Ministry is only valid for the specific work stated in the form and if we
were to decide to extend our drilling program beyond its original size and/or
conduct any other explanatory work on the property which would require
reclamation; we would be required to submit an application for an additional
permit.













-4-












COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS




All of
our exploration, development and production activities which we may undertake in
the future on our property in Canada will be subject to regulation by
governmental agencies under various environmental laws. These laws address
emissions to the air, discharges to water, management of wastes, management of
hazardous substances, protection of natural resources, antiquities and
endangered species, and reclamation of lands disturbed by mining
operations.





Additionally,
depending on the results of our exploration activities, if completed, and what
mining activities we may undertake, certain regulations may also require us to
obtain permits for our activities. These permits normally may be subject to
public review processes resulting in public approval of the activity. While
these laws and regulations may govern how we conduct many aspects of our
business, we do not believe that they will have a material adverse effect on our
results of operations or financial condition. We plan to evaluate our operations
in light of the cost and impact of environmental regulations on those
operations. We also plan to evaluate new laws and regulations as they develop to
determine the impact on, and changes necessary to, our planned operations.
Additionally, it is possible that future changes in these laws or regulations
could have a significant impact on some portion of our business, causing us to
reevaluate those activities at that time.





PLAN OF
OPERATIONS





The following discussion should be read in conjunction
with our financial statements.





PLAN
OF OPERATION FOR THE NEXT TWELVE MONTHS





We plan
to raise additional funds through loans and the sale of shares of our commons
stock subsequent to this filing, of which there can be no
assurance.  Assuming the additional funding is raised, we plan to
continue our exploration activities on our Argo claim using such cash. We plan
to begin our Phase II exploration activities as soon as adequate additional
funding is raised, of which there can be no assurance. We plan to conduct the
Phase II studies, i.e. the VLF-EM survey on the Argo Claim, where adit and grab
samples were previously taken during the Phase I activities. The total area
which is planned to be surveyed by the Phase II survey is approximately 150
acres.





We plan
to begin our Phase III activities between three and four months after completion
of Phase II, pending favorable results of the Phase II studies, and our Phase IV
activities sometime thereafter, pending favorable results of our Phase II and
III studies, funding permitting, of which there can be no assurance.  Our
Phase II, Phase III and Phase IV exploration activities are described in greater
detail above. We anticipate that the cost of our planned exploration activities
(as described above) will be approximately $87,000 and the total cost of
continuing our operations for the next twelve months, including exploration
costs, administrative and other costs will be approximately
$150,000.  Moving forward, we plan to spend approximately $90,000 in
additional funds on development, claim renewal costs and licenses. We will raise
any additional funding we may require in the future through the sale of debt
and/or equity, which may be dilutive to our then existing shareholders. We do
not currently have any plans to purchase additional properties.




We have
spent approximately $10,000 on research and development, claim renewal costs and
licenses, since inception, which funds were spent on our Phase I exploration
activities, described in greater detail above.













-5-












COMPARISON
OF OPERATING RESULTS





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2007





We did
not generate any revenue for the three months ended March 31, 2008 or the three
months ended March 31, 2007, or for the period from inception, November 16,
2004, through March 31, 2008.  We do not anticipating generating
revenues, if ever, until we raise sufficient capital to conduct our exploration
activities and until and unless we locate commercial quantities of minerals, of
which there can be no assurance.





We had
total operating expenses of $16,382 for the three months ended March 31, 2008,
compared to total operating expenses of $5,808 for the three months ended March
31, 2007, an increase in total operating expenses of $10,574 or 182% from the
prior period.  The main reason for the increase in operating expenses
was a $12,021 or 276% increase in other selling, general and administrative
expenses, to $16,375 for the three months ended March 31, 2008, compared to
$4,354 for the three months ended March 31, 2007.  The main reason for
the increase in other selling, general and administrative expenses was in
connection with increases in accounting fees, associated with the audit and
review of the financial statements contained in our annual report on Form
10-KSB, increases in legal fees associated with the preparation of our report on
Form 10-KSB and increases in our rental expense associated with our office space
during the three months ended March 31, 2008, which expenses were not present
during the three months ended March 31, 2007, as we were not a public reporting
company at that time.





We also
had a $53 decrease in foreign exchange gain, to a loss of $7 on foreign exchange
for the three months ended March 31, 2008, compared to a gain of $46 for the
three months ended March 31, 2007, also contributing to the increase in
operating expenses.





We had
$1,500 of exploration expenses for the three months ended March 31, 2007,
relating to our Phase I study described above, compared to no exploration
expenses for the three months ended March 31, 2008.





We had a
net loss of $16,382 for the three months ended March 31, 2008, compared to a net
loss of $5,808 for the three months ended March 31, 2007, an increase in net
loss of $10,574 or 182% from the prior period.





We
currently anticipate having a net loss for each quarterly and annual period
moving forward until and unless we are able to discover and successfully extract
any minerals and generate any revenues through the sale of such minerals, of
which there can be no assurance.





LIQUIDITY
AND CAPITAL RESOURCES





We had
current assets, consisting solely of cash, of $3,981 as of March 31,
2008.  We had no other assets besides the $3,981 of cash as of March
31, 2008.





We had
total liabilities, consisting solely of current liabilities of $42,128 as of
March 31, 2008, which included accounts payable and accrued liabilities of
$24,811 and advances from related party of $17,317, which amount was owed to the
Company’s former Vice President.





We had
negative working capital of $38,147 and a total deficit accumulated during the
exploration stage of $115,077 as of March 31, 2008.





We had
$12,982 of net cash used in operating activities for the three months ended
March 31, 2008, which was mainly due to $16,382 of net loss and $2,561 of bank
overdraft, offset by an increase of $5,961 of accounts payable and accrued
liabilities.








-6-








We had
$16,963 of net cash provided by financing activities for the three months ended
March 31, 2008, which was entirely due to $16,963 of advances from related
party, relating to amounts advanced to us by our former Vice
President.





We have
no current commitment from our officers and Director or any of our shareholders
to supplement our operations or provide us with financing in the future. If we
are unable to raise additional capital from conventional sources and/or
additional sales of stock in the future, we may be forced to curtail or cease
our operations. Even if we are able to continue our operations, the failure to
obtain financing could have a substantial adverse effect on our business and
financial results.





In the
future, we may be required to seek additional capital by selling debt or equity
securities, selling assets, or otherwise be required to bring cash flows in
balance when we approach a condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our then shareholders. We provide no assurance that financing will be available
in amounts or on terms acceptable to us, or at all.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our unaudited financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivable, investment values, income taxes, the recapitalization
and contingencies. We base our estimates on various assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about 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.




Recently issued accounting
pronouncements. The Company does not expect the adoption of any recently
issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flows.








ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to
provide the information required by this Item as it is a “smaller reporting
company,” as defined by Rule 229.10(f)(1).





ITEM 4T. CONTROLS AND
PROCEDURES





(a)           Evaluation
of disclosure controls and procedures. Our Chief Executive Officer and Principal
Financial Officer, after evaluating the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of
the Evaluation Date, our disclosure controls and procedures were effective to
provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.





(b)           Changes
in internal control over financial reporting. There were no changes in our
internal control over financial reporting during our most recent fiscal quarter
that materially affected, or were reasonably likely to materially affect, our
internal control over financial reporting.













-7-














PART II - OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





ITEM 1A. RISK
FACTORS





WE
MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND EXPLORATION ACTIVITIES WITHOUT
ADDITIONAL FINANCING.





We depend
to a great degree on the ability to attract external financing in order to
conduct future exploratory activities. We are currently funded solely by our
shareholders and we believe that we can continue our business operations for
approximately the next thirty days with the approximately $1,902 of cash we had
as of the filing of this report, of which there can be no assurance. We
anticipate the need for approximately $150,000 to continue our business
operations and conduct our exploration activities for the next twelve
months.  If we are unable to raise the additional funds required for
planned exploration and extraction activities, which we anticipate costing
approximately $87,000, we may be forced to abandon our current business plan. If
you invest in us and we are unable to raise the required funds, your investment
could become worthless.





OUR
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE
AS A GOING CONCERN.





We are in
our exploration stage, as planned principal activities have not begun. We have
not generated any revenues since inception and have incurred substantial losses.
These factors among others indicate that we may be unable to continue as a going
concern, particularly in the event that we cannot generate sufficient cash flow
to conduct our operations and/or obtain additional sources of capital and
financing.





SHAREHOLDERS
WHO HOLD UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE
RESTRICTIONS PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL
COMPANY.”





Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets.  As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for a period of one year; and a period of at
least twelve months has elapsed from the date “Form 10 information” has been
filed with the Commission reflecting the Company’s status as a non-“shell
company.”  Because none of our securities can be sold pursuant to Rule
144, until at least a year after we cease to be a “shell company” (as described
in greater detail above), any securities we issue to consultants, employees, in
consideration for services rendered or for any other purpose will have no
liquidity until and unless such securities are registered with the Commission
and/or until a year after we cease to be a “shell company” and have complied
with the other requirements of Rule 144, as described above.  As a
result, it may be harder for us to fund our operations and pay our consultants
with our securities instead of cash.  Furthermore, it will be harder
or us to raise funding through the sale of debt or equity securities unless we
agree to register such securities with the Commission, which could cause us to
expend additional resources in the future.  Our status as a “shell
company” could prevent us from raising additional funds, engaging consultants
using our securities to pay for any acquisitions (although none are currently
planned), which could cause the value of our securities, if any, to decline in
value or become worthless.   Furthermore, as we may not ever
cease to be a “shell company,” investors who purchase our restricted
securities and/or non-free trading shares of our securities may be forced to
hold such securities indefinitely.













-8-








WE
LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY
INVESTMENT IN OUR COMPANY RISKY.





We lack
an operating history which investors can use to evaluate our earnings, if any,
as we were incorporated in November 2004. Therefore, an investment in us is
risky because we have no business history and it is hard to predict what the
outcome of our business operations will be in the future.





WE
MAY NOT FIND ANY COMMERCIAL QUANTITIES OF MINERALS IN THE FUTURE, AND MAY NOT
GENERATE ANY PROFITS, WHICH MAY FORCE US TO CURTAIL OUR BUSINESS
PLAN.




As an
exploration stage company, we have no revenues or profits to date and our
deficit accumulated during our exploration stage as of March 31, 2008, was
$115,077. We had a net working capital deficit of $38,147 as of March 31, 2008.
We had $3,981 of cash on hand as of March 31, 2008 and $1,902 of cash on hand as
of April 19, 2008.  We are currently being funded by existing
shareholders and estimate being able to continue our business operations for
approximately the next thirty days with the approximately $1,902 of cash on hand
we had as of April 19, 2008. This estimate is based on the fact that a majority
of the approximately $115,077 in expenses spent by us from our inception in
November 2004 through March 31, 2008, included certain one time expenditures
including legal fees and accounting fees in connection with the preparation of
our Registration Statement, the preparation of the geological report on our
property and the Phase I exploration on our property. However, if we do not
begin exploration and/or do not have enough money to continue exploration
activities it is likely that we will never generate any revenues. Additionally,
if we are unsuccessful in mining attempts we may choose to attempt in the
future, it is likely that we will never generate any revenues. Additionally, the
exploration of minerals is highly speculative, and if throughout our mineral
exploration we do not find commercial quantities of minerals, we will likely be
forced to curtail or abandon our business plan. If this happens, you could lose
your investment in us. If we are unable to generate profits, we will be forced
to rely on external financing, of which there is no guarantee, to continue with
our business plan.





WE
HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE
FORCED TO ABANDON OUR BUSINESS PLAN.





We
currently have a poor financial position. We have not generated any revenues or
begun exploration on any properties. There is a risk that we will not find
enough, or even any, minerals needed to generate enough profits for your
investment in us to appreciate. If we never generate any revenues, we may be
forced to abandon our business plan and any investment in us may become
worthless.





WE
RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS OF
OPERATIONS COULD BE ADVERSELY AFFECTED.





We rely
heavily on our Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and Director, Hugh Downing, for our success. His experience and input
create the foundation for our business and he is responsible for the
directorship and control over our exploration activities. We do not currently
have an employment agreement or "key man" insurance policy on Mr. Downing.
Moving forward, should we lose the services of Mr. Downing, for any reason, we
will incur costs associated with recruiting a replacement and delays in our
operations. If we are unable to replace them with another suitably trained
individual or individuals, we may be forced to scale back or curtail our
business plan and exploration activities.













-9-










OUR
CHIEF EXECUTIVE OFFICER LACKS TECHNICAL AND/OR EXPLORATION EXPERIENCE IN AND
WITH COMPANIES WITH MINING ACTIVITIES AND WITH PUBLICLY TRADED
COMPANIES.





We rely
heavily on Mr. Downing, our Chief Executive Officer and sole Director; however,
Mr. Downing lacks technical training and experience exploring for, starting
and/or operating a mine. Further, Mr. Downing has only been an officer and
Director of the Company since March 2008. As a result of Mr. Downing's lack of
experience in exploration and/or development of mines, he may not be fully aware
of many of the specific requirements related to working within our industry.
Additionally, as a result of Mr. Downing's lack of experience, his decisions may
not take into account standard engineering or managerial approaches mineral
companies commonly use. Furthermore, Mr. Downing has no experience serving as an
officer or Director of a publicly traded company, or experience with the
reporting requirements which public companies are subject to. Consequently, our
operations, earnings and ultimate financial success could suffer irreparable
harm due to his ultimate lack of experience in our industry and with publicly
traded companies in general.





HUGH
DOWNING, OUR CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR CAN VOTE AN AGGREGATE OF
87.4% OF OUR COMMON STOCK AND WILL EXERCISE CONTROL OVER CORPORATE DECISIONS
INCLUDING THE APPOINTMENT OF NEW DIRECTORS.





Hugh
Downing, our Chief Executive Officer and sole Director, can vote an aggregate of
10,330,000 shares or 87.4% of our outstanding common stock. Accordingly, as our
largest shareholder, Mr. Downing will exercise control in determining the
outcome of corporate transactions or other matters, including the election of
directors, mergers, consolidations, the sale of all or substantially all of our
assets, and also the power to prevent or cause a change in control. Any
investors who purchase shares will be minority shareholders and as such will
have little to no say in the direction of the Company and the election of
Directors. Additionally, it will be difficult if not impossible for investors to
remove Mr. Downing as a Director of the Company, which will mean that he will
remain in control of who serves as officers of the Company as well as whether
any changes are made in the Board of Directors. As a potential investor in the
Company, you should keep in mind that even if you own shares of the Company's
common stock and wish to vote them at annual or special shareholder meetings,
your shares will likely have little effect on the outcome of corporate
decisions.





WE
MAY HAVE LIMITED ACCESS TO REQUIRED CONTRACTORS NEEDED FOR OUR EXPLORATION
ACTIVITIES.





Currently,
the use of contractors in the mining and exploration industry is highly
competitive, as the industry does not have a large enough workforce of
contractors to meet the demand for such contractors.  As a result, it
is possible that we could have problems filling all of our contractor labor
needs at various phases of our operation, which could force us to start and stop
exploration work as contractors become available, which could increase our total
costs of exploration and/or could prevent us from conducting such exploration
work at all.  If we are unable to find qualified contractors to help
in our exploration activities, any investment in the Company could become
worthless.





WE
WILL BE SUBJECT TO NUMEROUS RISKS IF WE COMMENCE MINING OPERATIONS, OF WHICH
THERE CAN BE NO ASSURANCE.





The
mineral exploration and mining business is competitive in all of its phases. We
currently have no mining operations of any kind; however, if we do commence
mining activities in the future, we will be subject to numerous risks,
including:





o
            competitors
      with greater financial, technical and other resources, in the search for
      and the acquisition of attractive mineral properties;o
            our
      ability to select and acquire suitable producing properties or prospects
      for mineral exploration;










-10-











o
            the
      accuracy of our reserve estimates, if any, which may be affected by the
      following factors beyond our control:-
      declines in the market price of the various metals we
  mine;-
      increased production or capital costs;-
      reduction in the grade or tonnage of the deposit;-
      increase in the dilution of the ore; or-
      reduced recovery rates;o
            risks
      and hazards associated with environmental hazards, political and country
      risks, civil unrest or terrorism, industrial accidents, labor disputes,
      unusual or unexpected geologic formations, cave-ins, explosive rock
      failures; and flooding and periodic interruptions due to inclement or
      hazardous weather conditions; ando
            our
      failure to maintain insurance on certain risks associated with any
      exploration activities we may undertake in the
  future.





If we do
begin exploration activities in the future, of which there can be no assurance,
we will be subject to the above risks. If any of the above risks occur, we may
be forced to curtail or abandon our operations and/or exploration and
development activities, if any. As a result, any investment in us could decrease
in value and/or become worthless.





THERE
IS UNCERTAINTY AS TO YOUR ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND
OUTSIDE OF THE UNITED STATES DUE TO THE FACT THAT OUR ASSETS ARE NOT LOCATED IN
THE UNITED STATES.





Our
mining property and the majority of our assets are located in Canada. Our
current, limited operations are conducted in Canada. As such, shareholders may
have difficulty enforcing judgments based upon the civil liability provisions of
the securities laws of the Unites States or any state thereof, both in and
outside of the United States.





OUR
PLANNED EXPLORATION AND DEVELOPMENT ACTIVITIES MAY BE ADVERSELY EFFECTED BY
INCLEMENT WEATHER IN AND AROUND OUR CLAIMS.





The
temperatures on our claims can range between a low of 14 degrees
Fahrenheit in the winter to a high of 95 degrees Fahrenheit in the
summer. Snow may be present on the ground from December to April, and this
presence may hamper a year-round exploration and/or development program, and/or
cause us to spend additional resources to heat and/or remove snow from our
operations, if any. Additionally, inclement weather at the airports in and
around our claims may make it more difficult for us to obtain the materials we
will require for any of our planned exploration activities, and/or for our
personnel to visit our claims. As a result, if there is an abnormal amount of
snowfall and/or inclement weather on our claims or particularly bad winter
weather at the airports surrounding our claims, we could be forced to expend
additional finances dealing with such snow on our claims and with the delays
such abnormal snow falls could have on our then operations, if any. The expense
of additional monies could cause our revenues, if any to decline and/or cause us
to curtail or abandon our business operations.





OUR
DETERMINATIONS OF WHETHER OUR PLANNED ACTIVITIES AND ESTIMATES OF POTENTIAL
RESERVES, IF ANY, MAY BE INACCURATE.




We are
currently in the exploration stage. Before we can begin a development project,
if ever, we must first determine whether it is economically feasible to do so.
This determination is based on estimates of several factors,
including:










-11-











o
            expected
      recovery rates of metals from the ore;o
            facility
      and equipment costs;o
            capital
      and operating costs of a development project;o
            future
      metals prices;o
            currency
      exchange and repatriation risks;o
            tax
      rates;o
            inflation
      rates;o
            political
      risks and regulatory climate in Canada; ando
            availability
      of credit.





Any
development projects we may undertake in the future will likely not have an
operating history upon which to base these estimates and as a result, actual
cash operating costs and returns from a development project, if any, may differ
substantially from our estimates. Consequently, it may not be economically
feasible to continue with a development project, if one is started.





OUR
PLANNED MINERAL EXPLORATION EFFORTS ARE HIGHLY SPECULATIVE.





Mineral
exploration is highly speculative. It involves many risks and is often
nonproductive. Even if we believe we have found a valuable mineral deposit, it
may be several years before production is possible. During that time, it may
become no longer feasible to produce those minerals for economic, regulatory,
political, or other reasons. Additionally, we may be required to make
substantial capital expenditures and to construct mining and processing
facilities. As a result of these costs and uncertainties, we may be unable to
start, or if started, to finish our exploration activities.





OUR
OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY FLUCTUATIONS.





While we
do not currently have any operations, we believe that our products, if any, will
be sold in world markets in United States dollars. As a result, currency
fluctuations may affect the cash flow we realize from our future operations and
exploration activities, which we plan to conduct in Canada, if any. Foreign
exchange fluctuations may materially adversely affect our financial performance
and results of operations.





OUR
PROPERTY HAS NOT PRODUCED ANY COMMERCIAL RESERVES OR ORE BODY, AND THE
PROBABILITY OF SUCH PROPERTY PRODUCING ANY COMMERCIALLY VIABLE RESERVES IN THE
FUTURE IS REMOTE.





Our
mineral project is in the exploration stage as opposed to the development stage
and we have no known body of economic mineralization. The known mineralization
at these projects has not been determined to be economic ore. Until further
exploration activities can be conducted, there can be no assurance that a
commercially mineable ore body exists on any of our properties. In order to
carry out exploration and development programs of any economic ore body and
place it into commercial production, we will be required to raise substantial
additional funding, and even if we are successful in completing our exploration
activities on our property, we may not be successful in finding commercial
quantities of minerals. Furthermore, the probability of an individual prospect
ever having reserves or being commercially viable is extremely remote. As a
result, there is only a small probability that any of our properties contain any
reserves and that any funds spent on exploration activities will ever be
recovered.





MINING
OPERATIONS IN GENERAL INVOLVE A HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE, OR
MAY NOT CHOOSE TO INSURE AGAINST, MAKING EXPLORATION AND/OR DEVELOPMENT
ACTIVITIES WE MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY FOR CERTAIN
CLAIMS.




Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include unusual
and unexpected geological formations, rock falls, flooding and other conditions
involved in the drilling and removal of material, any of which could result in
damage to, or destruction of, mines and other producing facilities, damage to
life or property, environmental damage and possible legal liability. Although we
plan to take adequate precautions to minimize these risks, and risks associated
with equipment failure or failure of retaining dams which may result in
environmental pollution, there can be no assurance that even with our
precautions, damage or loss will not occur and that we will not be subject to
liability which will have a material adverse effect on our business, results of
operation and financial condition. If this were to happen, we could be forced to
curtail or abandon our business activities.













-12-










NEVADA
LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK,
WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS AND/OR
HAVE RIGHTS AND PREFERENCES GREATER THAN THE COMMON STOCK SHARES CURRENTLY
OUTSTANDING.





Pursuant
to our Articles of Incorporation, we have 100,000,000 shares of common stock and
20,000,000 shares of preferred stock ("Preferred Stock") authorized. As of the
filing of this report, we have 11,823,250 shares of common stock issued and
outstanding and - 0 - shares of Preferred Stock issued and outstanding. As a
result, our Board of Directors has the ability to issue a large number of
additional shares of common stock without shareholder approval, which if issued
could cause substantial dilution to our then shareholders.




Additionally,
shares of Preferred Stock may be issued by our Board of Directors with voting
powers, and such preferences and relative, participating, optional or other
special rights and powers as determined by our Board of Directors, which may be
greater than the shares of common stock currently outstanding. As a result,
shares of Preferred Stock may be issued by our Board of Directors, which cause
the holders to have super majority voting power over our shares, provide the
holders of the Preferred Stock the right to convert the shares of Preferred
Stock they hold into shares of our common stock, which may cause substantial
dilution to our then common stock shareholders and/or have other rights and
preferences greater than those of our common stock shareholders. Investors
should keep in mind that the Board of Directors has the authority to issue
additional shares of common stock and Preferred Stock, which could cause
substantial dilution to our existing shareholders. Additionally, the dilutive
effect of any Preferred Stock, which we may issue may be exacerbated given the
fact that such Preferred Stock may have super majority voting rights and/or
other rights or preferences which could provide the preferred shareholders with
voting control over us subsequent to this offering and/or provide those holders
the power to prevent or cause a change in control. As a result, the issuance of
shares of common stock and/or Preferred Stock, may cause the value of our
securities to decrease and/or become worthless.





WE
DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET
FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
ILLIQUID.





There is
currently no public market for our common stock, although we have been approved
to quote our common stock on the Over-The-Counter Bulletin Board. If there is a
market for our common stock in the future, we anticipate that such market would
be illiquid and would be subject to wide fluctuations in response to several
factors, including, but not limited to:





(1)
            actual
      or anticipated variations in our results of operations;(2)
            our
      ability or inability to generate new revenues;(3)
            increased
      competition;(4)
            conditions
      and trends in the silver and/or copper industries; and(5)
            the
      market for minerals and metals which we may choose to mine
      for.


Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.













-13-








IN
THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE INITIATIVES.





We
anticipate incurring significant legal, accounting and other expenses in
connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. In
particular, for our next annual report filing (and all annual reports moving
forward), we are required to perform system and process evaluation and testing
of our internal controls over financial reporting to allow management to report
on the effectiveness of our internal controls over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act.  For fiscal year
2009, Section 404 will require us to obtain a report from our independent
registered public accounting firm attesting to the assessment made by
management.  Our testing, or the subsequent testing by our independent
registered public accounting firm, may reveal deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. We currently do not have an
internal audit group, and we will need to hire additional accounting and
financial staff with appropriate public company experience and technical
accounting knowledge. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, or if we or our independent
registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the
market price of our stock could decline, and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.





IF
WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.





Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
of periodic reports with the SEC, any OTCBB issuer which fails to file a
periodic report (Form 10-Q's or 10-K's) by the due date of such report (not
withstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.





INVESTORS
MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
FEDERAL REGULATIONS OF PENNY STOCKS.





Our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.











-14-








In
addition, various state securities laws impose restrictions on transferring
"penny stocks" and as a result, investors in the common stock may have their
ability to sell their shares of the common stock impaired.





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





In March
5, 2008, Valda Downing, and Karl Antonius, entered into a Stock Purchase
Agreement with Hugh Downing, Ms. Downing’s brother.  Pursuant to this
agreement, Mr. Downing purchased 5,500,000 shares of the Company's common stock
from Ms. Downing and 4,500,000 shares of the Company’s common stock from Mr.
Antonius, for an aggregate purchase of 10,000,000 shares.  As a
result, Mr. Downing obtained majority voting control over the
Company.  As Ms. Downing and Mr. Antonius were “affiliates” of the
Company, we took the position that the sale of the shares was a Company
transaction. As such, we claim an exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended, for the above sale,
since the sale did not involve a public offering, the recipient took the
securities for investment and not resale and the Company took appropriate
measures to restrict transfer. No underwriters or agents were involved in the
sale and no underwriting discounts or commissions were paid by the
Company.





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.





None.





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





A Consent
to Action without a Meeting of the Majority Shareholders was held on March 5,
2008 in connection with the Stock Purchase Agreement entered into on March 5,
2008 between Valda Downing, Karl Antonius and Hugh Downing.  Pursuant
to the terms of the Stock Purchase Agreement, Mr. Downing obtained majority
voting control over the Company.  Prior to the completion of the
transactions in the Stock Purchase Agreement, pursuant to the consent to action,
Ms. Downing and Mr. Antonius, the then majority stockholders of the Company
holding 10,000,000 or 84.5% of the outstanding shares of the Company’s common
stock at the time, accepted the resignation of Ms. Downing as the Company’s sole
Director and approved the appointment of Mr. Downing as the Company’s sole
Director.  Only Ms. Downing and Mr. Antonius, the then majority
stockholders, approved the appointment of Mr. Downing.





A Consent
to Action without a Meeting of the Majority Shareholders of the Company was
executed on May 7, 2008 to approve the filing of a Certificate of Amendment to
our Articles of Incorporation (the “Certificate of Amendment”).  On
May 7, 2008, Hugh Downing, the majority stockholder of the Company holding
10,000,000 or 87.4% of the then outstanding shares of the Company’s common
stock, approved the filing of the Certificate of Amendment which will amend our
Articles of Incorporation to effect a nineteen for one (19:1) forward stock
split and will increase the authorized shares of common stock of the Company to
300,000,000 shares of common stock and reauthorize 20,000,000 shares of
preferred stock, effective as of May 19, 2008.  As the Certificate of
Amendment will not be effective until May 19, 2008, all share amounts and
related disclosures in this quarterly report and the accompanying financial
statements reflect pre-forward split amounts.  Upon effectiveness of
the Certificate of Amendment, the Company plans to file a Report on Form 8-K
with the Commission to announce the changes and to file the Certificate of
Return Amendment as an exhibit to the Company’s filing.




ITEM 5. OTHER
INFORMATION





Upon the
effectiveness of the Certificate of Amendment (described in “Item 4”), the
Company will file a Form 8-K with the Commission to reflect the amendments to
the Company’s Certificate of Incorporation.













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ITEM 6.
EXHIBITS





(a)
EXHIBITS





3.1(1)
            Articles
      of Incorporation3.2(2)
            Amended
      and Restated Articles of Incorporation3.3(1)
            Amended
      and Restated Bylaws5.1(1)
            Opinion
      and consent of The Loev Law Firm, PC re: the legality of the shares being
      registered10.1(1)
            Argo
      Claim transfer documentation10.2(1)
            Invoice
      for Work Performed by Diamond S Holdings Ltd.10.3(1)
            Stock
      Purchase Agreement (Karl Antonius and Valda
  Downing)





10.4(3)
            Stock
      Purchase Agreement (Hugh Downing, Karl Antonius and Valda
      Downing)31*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





* Filed
herein.





(1) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on July 16, 2007, an incorporated herein by reference.





(2) Filed
as an exhibit to our Form 10-QSB, filed with the Commission on August 14, 2007,
and incorporated herein by reference.





(3) Filed
as an exhibit to our Form 8-K, filed with the Commission on March 14, 2008, and
incorporated herein by reference.













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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.





SUNCROSS
      EXPLORATION CORPORATIONDATED:
      May 14, 2008
            By:/s/ Hugh
      DowningHugh
      DowningChief
      Executive Officer(Principal
      Executive Officer)










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