| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C.  20549

** ** | ** **                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | **FORM 10-Q**

** **                                                                 | ** ** | ** ** |
| (Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | ** **                                                                                | ** ** | ** ** |
| [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly  period ended June 30, 2008

** **                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | OR

** **                                                                            | ** ** | ** ** |
| [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE 

ACT OF 1934  For the transition period from __________ to  ___________ 

** **                                                                                                                                                                                                                                                                                                                            |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | **Commission File Number 333-140637**

** **                                         | ** ** | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | **HARRY’S TRUCKING, INC.**

(Name of small  business issuer in its charter)          | ** ** | ** ** |
| **Delaware**

** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** **                                                                                     | **13-4343369**

** **                                                                |
| (State or Other Jurisdiction of 

Incorporation or Organization)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (I.R.S. Employer  Identification No.)                                                          |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 15981  Yarnell Street #225

Sylmar,  CA 91342

(Address of  Principal Executive Offices)       | ** **                                                                                |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                     | ** **

(818) 939-1049

(Issuer's Telephone  Number, Including Area Code)

** ** | ** ** | ** ** |
|  

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 [  ] NO [X] 

** ** |
| State the number of shares outstanding of each of the  issuer’s classes of common equity, as of the latest practicable date:  1,048,000 shares of common stock, par value $.0001 per share, as of August  13, 2008. 

 

Transitional Small Business  Disclosure Format (Check one).  YES [  ] NO [X] 

 

                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                |                                                                                           |  |  |  |  |  |  |

 

----

 

 

HARRY’S TRUCKING, INC.

 

June 30, 2008

 

INDEX TO FINANCIALSTATEMENTS

 

| Contents                                                                                |   | Pages     |
|-----------------------------------------------------------------------------------------|--------|-----------|
|                                                                                    |   |      |
| Balance Sheets at June 30, 2008  (Unaudited) and December 31, 2007                      |   | F-2       |
|                                                                                    |   |      |
| Statements of Operations for the  Three Months Ended June 30, 2008 and 2007 (Unaudited) |   | F-3       |
|                                                                                    |   |      |
| Statements of Operations for the  Six Months Ended June 30, 2008 and 2007 (Unaudited)   |   | F-4       |
|                                                                                    |   |      |
| Statements of Cash Flows for the  Six Months Ended June 30, 2008 and 2007 (Unaudited)   |   | F-5       |
|                                                                                    |   |      |
| Notes to the Financial Statements (Unaudited)                                           |   | F-6 - F-9 |

 

 

 

F-1

 

 

----

 

 

 

HARRY’S TRUCKING,INC.

|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|---------------------------------------------------------------------------|-----------------------------------------------|----------------------------------|--------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|------------|
|  BALANCE SHEETS                                                      |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
| ** **                                                                | ** **                                    | ** **                       | ** **                                       | ** ** | ** **                                                                                                              | ** **                                                                                                                                    | ** **                                                                                                              | ** **                                                                                                              | ** **                                                                                                                                    | ** **                                                                                                              | ** ** |
| ** **                                                                | ** **                                    | ** **                       | ** **                                       | ** ** | ** **                                                                                                              | ** **                                                                                                                                    | ** **                                                                                                              | ** **                                                                                                              | ** **                                                                                                                                    | ** **                                                                                                              | ** ** |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          | June 30, 2008                                                                                                           |                                                                                                                    | December 31, 2007                                                                                                                             |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          | (Unaudited)                                                                                                             |                                                                                                                    |                                                                                                                                          |                                                                                                                    |
| ** ASSETS**                                                          |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |
|  CURRENT ASSETS:                                                     |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |
|                                                                      |  Cash                                    |                             |                                             |       |                                                                                                                    |  $                                                                                                                                       |                      152 |                                                                                                                    |  $                                                                                                                                       |                      394 |
|                                                                      |  Accounts receivable                |                             |                                             |       |                                                                                                                    |                          - |                                                                                                                    |                                                                                                                    |                25,000                                                   |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|                                                                      |                                          |  Total Current Assets       |                                             |       |                                                                                                                    |                                                                                                                                          |                      152 |                                                                                                                    |                                                                                                                                          |                25,394                             |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|                                                                      |                                          |                             |  Total Assets                               |       |                                                                                                                    |  $                                                                                                                                       |                      152 |                                                                                                                    |  $                                                                                                                                       |                25,394                             |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
| ** LIABILITIES AND STOCKHOLDERS' EQUITY**                            |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |
|  CURRENT LIABILITIES:                                                |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |
|                                                                      |  Accounts payable and accured expenses   |                             |                                             |  $    |                   8,550                 |                                                                                                                                          |  $                                                                                                                 |                13,397                             |
|                                                                      |                                          |  Total Current Liabilities  |                                             |       |                                                                                                                    |                   8,550                                       |                                                                                                                    |                                                                                                                    |                13,397                                                   |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|  STOCKHOLDERS' EQUITY:                                               |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |
|  Preferred stock at $0.0001 par value: 1,000,000 shares  authorized; |                                          |                             |                                             |       |                                                                                                                    |
|                                                                      |  none issued or outstanding              |                             |                                             |       |                                                                                                                    |                         -  |                                                                                                                    |                                                                                                                    |                          - |
|  Common stock at $0.0001 par value: 20,000,000 shares  authorized,   |                                          |                             |                                             |       |                                                                                                                    |
|                                                                      |  1,048,000 shares issued and outstanding |                             |                                             |       |                      105 |                                                                                                                                          |                                                                                                                    |                      105 |
|                                                                      |  Additional paid-in capital              |                             |                                             |       |                                                                                                                    |              736,492                                                              |                                                                                                                    |                                                                                                                    |              736,492                                                              |
|                                                                      |  Accumulated deficit                     |                             |                                             |       |                                                                                                                    |            (744,995)                                                                        |                                                                                                                    |                                                                                                                    |            (724,600)                                                                        |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|                                                                      |                                          |  Total Stockholders' Equity |                                             |       |                                                                                                                    |                 (8,398)                                                 |                                                                                                                    |                                                                                                                    |                11,997                                                   |
|                                                                      |                                          |                             |                                             |       |                                                                                                                    |                                                                                                                                          |                                                                                                                    |                                                                                                                    |                                                                                                                                          |                                                                                                                    |       |
|                                                                      |                                          |                             |  Total Liabilities and Stockholders' Equity |  $    |                      152 |                                                                                                                                          |  $                                                                                                                 |                25,394                             |

 

 

 

See accompanyingnotes to the financial statements.

 

 

 

F-2

----

 

HARRY’S TRUCKING,INC.

 

STATEMENTS OFOPERATIONS

 

(UNAUDITED)

 

|                                                 |                                                         |                           |                                                                                                                                          | For the Three  Months Ended                                                                                                                   |
|------------------------------------------------------|--------------------------------------------------------------|--------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|                                                 |                                                         |                           |                                                                                                                                          | June 30, 2008                                                                                                                                 |   | June 30, 2007 |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  NET SALES                                 |                                                         |                           |  $                                                                                                                                       |               26,855                                                         |   |  $ |                         1,670 |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  OPERATING EXPENSES:                            |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |
|                                                 |  Professional fees                                      |                           |                                                                                                                                          |                 7,832                                              |   |   |                       36,580 |
|                                                 |  Salary and wages                                       |                           |                                                                                                                                          |               39,000                                                         |   |   |                       21,000 |
|                                                 |  Transportation                                         |                           |                                                                                                                                          |                          - |   |   |                         5,114 |
|                                                 |  General and administrative expenses                    |                           |                                                                                                                                          |                 1,444                                              |   |   |                         4,307 |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|                                                 |                                                         |  Total operating expenses |                                                                                                                                          |                                                                                                                                          |               48,276 |   |   |                       67,001 |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  LOSS FROM OPERATIONS                           |                                                         |                           |             (21,421)                                                                   |                                                                                                                                          |   |                     (65,331) |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  OTHER INCOME:                                  |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |
|                                                 |  Interest income                                        |                           |                                                                                                                                          |                          - |   |   |                       (1,550) |
|                                                 |  Other income                                           |                           |                                                                                                                                          |               (2,490)                                                        |   |   |                                - |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|                                                 |                                                         |  Total other income       |                                                                                                                                          |                                                                                                                                          |               (2,490) |   |   |                       (1,550) |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  LOSS BEFORE INCOME TAXES                  |                                                         |                           |             (18,931)                                                                   |                                                                                                                                          |   |                     (63,781) |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  INCOME TAXES                                   |                                                         |                           |                          - |                                                                                                                                          |   |                                - |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  NET LOSS                                       |                                                         |                           |  $                                                                                                                                       |             (18,931)                                                                   |   |  $ |                     (63,781) |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|  NET LOSS PER COMMON SHARE - BASIC AND DILUTED: |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |
|                                                 |                                                         |                           |                                                                                                                                          |  $                                                                                                                                       | (0.02) |   |  $ | (0.06) |
|                                                 |                                                         |                           |                                                                                                                                          |                                                                                                                                          |   |   |   |   |
|                                                 |  Weighted common shares outstanding - basic and diluted |                           |                                                                                                                                          |          1,048,000                                                                                    |   |   |                  1,048,000 |

 

 

See accompanyingnotes to the financial statements.

 

 

 

F-3

 

----

 

 

 

HARRY’S TRUCKING,INC.

 

STATEMENTS OFOPERATIONS

 

(UNAUDITED)

 

|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    | For the Six Months  Ended                                                                |
|------------------------------------------------------|--------------------------------------------------------------|--------------------------------|-----------------------------------------------------------------------|--------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    | June 30, 2008                                                                            |   | June 30, 2007 |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                |   |   |    |   |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  NET SALES                                 |                                                         |                           |                                                                  |                                                                                       |  $                                                                                                                                 |              51,855          |   |  $ |                   7,441 |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  OPERATING EXPENSES:                            |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |
|                                                 |  Professional fees                                      |                           |                                                                  |                                                                                       |              12,372                                                         |                                                                                     |   |                39,063 |
|                                                 |  Salary and wages                                       |                           |                                                                  |                                                                                       |              60,000                                                         |                                                                                     |   |                42,000 |
|                                                 |  Transportation                                         |                           |                                                                  |                                                                                       |                         - |                                                                                     |   |                   5,463 |
|                                                 |  General and administrative expenses                    |                           |                                                                  |                2,383 |                                                                                                                                    |                                                                                     |                   5,186 |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|                                                 |                                                         |  Total operating expenses |                                                                  |                                                                                       |              74,755                                                         |                                                                                     |   |                91,712 |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  LOSS FROM OPERATIONS                           |                                                         |                           |                                                                  |            (22,900)                      |                                                                                                                                    |                                                                                     |                (84,271) |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  OTHER INCOME:                                  |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |
|                                                 |  Interest income                                        |                           |                                                                  |                                                                                       |                         - |                                                                                     |   |                  (1,550) |
|                                                 |  Other income                                           |                           |                                                                  |                                                                                       |                                                                                                                                    |              (2,505)         |   |   |                   1,550 |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|                                                 |                                                         |  Total other income       |                                                                  |                                                                                       |              (2,505)                                                        |                                                                                     |   |                 (1,550) |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  LOSS BEFORE INCOME TAXES                  |                                                         |                           |            (20,395) |                                                                                       |                                                                                                                                    |                (82,721) |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  INCOME TAXES                                   |                                                         |                           |                                                                  |                                                                                       |                         - |                                                                                     |   |                           - |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  NET LOSS                                       |                                                         |                           |                                                                  |                                                                                       |  $                                                                                                                                 |            (20,395)                    |   |  $ |               (82,721) |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|  NET LOSS PER COMMON SHARE - BASIC AND DILUTED: |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |  $                                                                                  |                (0.02) |   |  $ |                    (0.08) |
|                                                 |                                                         |                           |                                                                  |                                                                                       |                                                                                                                                    |                                                                                     |   |   |   |   |
|                                                 |  Weighted common shares outstanding - basic and diluted |                           |         1,048,000                  |                                                                                       |                                                                                                                                    |           1,048,000                         |

 

See accompanyingnotes to the financial statements.

 

 

 

F-4

----

HARRY’S TRUCKING,INC.

 

STATEMENTS OF CASHFLOWS

 

|                                                    |                                        |    | For the Six Months  Ended                                                                                                                      |
|---------------------------------------------------------|---------------------------------------------|---------|------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |                                        |    | June 30, 2008                                                                                                                                  |   | June 30, 2007 |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  CASH FLOWS FROM OPERATING ACTIVITIES:             |                                        |    |                                                                                                                                           |   |   |   |
|  Net loss                                          |                                        |  $ |                   (20,395)                                |   |  $ |            (82,721) |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  Adjustments to reconcile net loss to net cash     |                                        |    |                                                                                                                                           |   |   |   |
|                                                    |  used in operating activities          |    |                                                                                                                                           |   |   |   |   |
|                                                    |  Contributed services                  |    |                                                                                                                                           |                              - |   |   |              47,463 |
|                                                    |  Accounts receivable              |    |                                                                                                                                           |                    25,000 |   |   |              (1,550) |
|                                                    |  Accounts payable and accrued expenses |    |                                                                                                                                           |                     (4,847) |   |   |                6,444 |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  NET CASH USED IN OPERATING ACTIVITIES             |                                        |    |                        (242)     |   |   |            (30,364) |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  NET DECREASE IN CASH                              |                                        |    |                        (242)     |   |   |            (30,364) |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  Cash at beginning of period                       |                                        |    |                         394 |   |   |              38,311 |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  Cash at end of period                             |                                        |  $ |                         152 |   |  $ |                7,947 |
|                                                    |                                        |    |                                                                                                                                           |   |   |   |   |
|  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                        |    |                                                                                                                                           |   |   |   |
|                                                    |  Interest paid                         |    |  $                                                                                                                                        |                              - |   |  $ |                        - |
|                                                    |  Taxes paid                            |    |  $                                                                                                                                        |                              - |   |  $ |                        - |

 

 

 

See accompanyingnotes to the financial statements.

 

 

 

F-5

----

Harry’s Trucking, Inc.

Notes to theFinancial Statements

June 30, 2008 and2007

(Unaudited)

 

**NOTE 1 – ORGANIZATION****AND OPERATIONS**

 

Harry’s Trucking, Inc. (“Harry’s Trucking” or the “Company”) was organized as Harry’s Trucking, LLC, a limitedLiability Company on April 12, 2004 under the laws of the State of California. It was converted into a C corporation, incorporated in the State ofDelaware on September 1, 2006, in a transaction in which the newly-formedcorporation issued an aggregate of 1,000,000shares of common stock to the former members of the LLC for all of theoutstanding membership units of Harry’s Trucking, LLC. All membership unitswere held by and all shares of common stock were issued to the Company’s ChiefExecutive Officer and Chief Operating Officer basedon their pro-rata ownership percentages in the LLC.  No cashconsideration was paid.  The acquisition process utilizes the capital structureof the Company and the assets and liabilities of Harry’s Trucking, LLC whichare recorded at historical cost. The Company applied Topic 4B of the StaffAccounting Bulletins issued by the Securities and Exchange Commission, byreclassifying all of the Company’s undistributed earnings and losses toadditional paid-in capital as of September 1, 2006.  The accompanying financialstatements have been prepared as if the Company had its corporate capitalstructure as of the first date of the first period presented.

 

The Company principally engaged in over-the-road truckloadbusiness with an average length of haul of approximately 2,000 miles using afleet of the latest-model tractors and refrigerated trailers.  The principaltypes of freight the Company transported included perishable food.  In February2006, the Company discontinued its over-the-road trucking business and changedits business to a non-asset based third party transportation brokerage service.

 

**NOTE****2 – SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES**

 

*Basis of presentation*

 

The accompanying unaudited financial statements and relatednotes have been prepared in accordance with accounting principles generallyaccepted in the United States of America (“U.S. GAAP”) for interim financialinformation, and with the rules and regulations of the United States Securitiesand Exchange Commission to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes requiredby U.S. GAAP for complete financial statements.  In the opinion of management,all adjustments (consisting of normal recurring accruals) considered necessaryfor a fair presentation of the financial position, results of operations andcash flows for the interim periods have been included.  These financialstatements should be read in conjunction with the financial statements of theCompany for the year ended December 31, 2007 and notes thereto contained in theReport on Form 10-KSB of the Company as filed with the United States Securitiesand Exchange Commission (the “SEC”) on April 7, 2008. Interim results are not necessarily indicative of the results for the fullyear.

 

*Reclassification*

 

Certain amounts in the prior period financial statementshave been reclassified to conform to the current period presentation.These reclassifications had no effect on reported losses.

 

*Use of**estimates*

 

The preparationof financial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reporting amounts of revenues and expenses during thereported period. Significant estimates include the estimated useful lives ofproperty and equipment, software copyright and technology. Actual results coulddiffer from those estimates.

 

F-6

----

 

*Cash equivalents*

 

The Companyconsiders all highly liquid investments with maturities of three months or lessat the time of purchase to be cash equivalents.

 

*Trade accounts receivable*

 

Trade accounts receivable are recorded at the invoicedamount, net of an allowance for doubtful accounts.  The allowance for doubtfulaccounts is the Company’s best estimate of the amount of probable credit losses in theCompany’s existing accounts receivable. The Company determines the allowancebased on historical write-off experience, customer specific facts and economicconditions.  Bad debt expense is included in general and administrativeexpenses, if any.

 

Outstanding account balances are reviewed individually forcollectibility.  Account balances are charged off against the allowance afterall means of collection have been exhausted and the potential for recovery isconsidered remote.  The Company does not have any off-balance-sheet creditexposure to its customers.

 

*Fair value of financialinstruments*

 

The Companyfollows Statement of Financial Accounting Standards No. 107 *“Disclosuresabout Fair Value of Financial Instruments”*(“SFAS No. 107”) for itsfinancial instruments.  The fair value of a financialinstrument is the amount at which the instrument could be exchanged in acurrent transaction between willing parties.  The carrying amounts offinancial assets and liabilities, such as cash, trade accounts receivable, and accounts payable and accrued expenses,approximate their fair values because of the short maturity of theseinstruments.

 

*Revenue recognition*

 

The Company follows the guidance of the Securities andExchange Commission’s Staff Accounting Bulletin (“SAB”) 101 *“RevenueRecognition”* (“SAB No. 101”), as amended by SAB 104 for revenuerecognition.  The Company records revenue when persuasive evidence ofan arrangement exists, theservice is rendered,the sales price to the customer is fixed or determinable, and collectability isreasonably assured.

 

*Stock-**based compensation*

 

The Companyaccounted for its stock based compensation under the recognition andmeasurement principles of the fair value recognition provisions of Statement ofFinancial Accounting Standards No. 123 (revised 2004) *“Share-Based Payment”*(“SFAS No. 123R”) and the Financial AccountingStandards Board Emerging Issues Task Force (“EITF”) Issue No. 96-18*“Accounting For Equity Instruments That Are Issued To Other Than Employees ForAcquiring, Or In Conjunction With Selling Goods Or Services”* (“EITF No.96-18”) using the modified prospective method.  Alltransactions in which goods or services are the consideration received for theissuance of equity instruments are accounted for based on the fair value of theconsideration received or the fair value of the equity instrument issued,whichever is more reliably measurable.  The measurement date used to determinethe fair value of the equity instrument issued is the earlier of the date onwhich the third-party performance is complete or the date on which it isprobable that performance will occur.

 

*Income taxes*

 

The Company was a limited liabilitycompany, until September 1, 2006 during which time the Company was treated as apartnership for federal income tax purposes.  Under subchapter K of theInternal Revenue Code members of a limited liability company are taxedseparately on their distributive share of the partnership’s income whether ornot that income is actually distributed.

 

 

 

F-7

 

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Effective September 1, 2006, the Company follows Statement of Financial AccountingStandards No. 109 *“Accounting for Income Taxes”* (“SFAS No. 109”), whichrequires recognition of deferred tax assets and liabilities for the expectedfuture tax consequences of events that have been included in the financialstatements or tax returns.  Under this method, deferred tax assets andliabilities are based on the differences between the financial statement andtax bases of assets and liabilities using enacted tax rates in effect for theyear in which the differences are expected to reverse.  Deferred taxassets are reduced by a valuation allowance to the extent management concludesit ismorelikely than not that the assets will not be realized.  Deferred tax assets andliabilities are measured using enacted tax rates expected to apply to taxableincome in the years in which those temporary differences are expected to berecovered or settled. The effect on deferred tax assets and liabilities of achange in tax rates is recognized in the Statements of Operations in the periodthat includes the enactment date.

 

*Netloss**per**common**share*

 

                Net loss percommon share is computed pursuant to Statement of Financial AccountingStandards No. 128 *“Earnings Per Share”* (“SFAS No. 128”).  Basic net loss per share is computed by dividing net lossby the weighted average number of shares of common stock outstanding during theperiod. Diluted net loss per share is computed by dividing net loss by theweighted average number of shares of common stock and potentially outstandingshares of common stock during each period. There were no potentially dilutive sharesoutstanding as of June 30, 2008 or 2007.

 

*Recently issuedaccounting pronouncements*

 

On June 5, 2003, the United States Securities and ExchangeCommission (“SEC”) adopted final rules under Section 404 of the Sarbanes-OxleyAct of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26,2008. Commencing with its annual report for the year ending December 31, 2009,the Company will be required to include a report of management on its internalcontrol over financial reporting. The internal control report must include astatement

 
| • | Of  management’s responsibility for establishing and maintaining adequate  internal control over its financial reporting; |
|--------|--------------------------------------------------------------------------------------------------------------------------------|

 
| • | Of  management’s assessment of the effectiveness of its internal control over  financial reporting as of year end; and |
|--------|-----------------------------------------------------------------------------------------------------------------------------|

 
| • | Of  the framework used by management to evaluate the effectiveness of the  Company’s internal control over financial reporting. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------|

 

Furthermore, inthe following fiscal year, it is required to file the auditor’s attestationreport separately on the Company’s internal control over financial reporting onwhether it believes that the Company has maintained, in all material respects,effective internal control over financial reporting.

 

On September 15,2006, the Financial Accounting Standards Board (“FASB”) issued FASB StatementNo. 157 *“Fair Value Measurements”* (“SFAS No. 157”).  SFAS No.157 defines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements.  SFAS No. 157 iseffective as of the beginning of the first fiscal year beginning after November15, 2007.  The Company does not anticipate that the adoption of thisstatement will have a material effect on the Company’s financial condition andresults of operations.

 

                On February 15,2007, the FASB issued FASB Statement No. 159*“The Fair Value Option forFinancial Assets and Financial Liabilities: Including an amendment of FASBStatement No. 115”* (“SFAS No. 159”). SFAS No. 159 permits all entities toelect to measure many financial instruments and certain other items at fairvalue with changes in fair value reported in earnings. SFAS No. 159 iseffective as of the beginning of the first fiscal year that begins afterNovember 15, 2007, with earlier adoption permitted. The Company does notanticipate that the adoption of this statement will have a material effect onthe Company’s financial condition and results of operations.

 

In June2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 *“Accountingfor Nonrefundable Advance Payments for Goods or Services to be Used in FutureResearch and Development Activities”* (“EITF Issue No. 07-3”) which iseffective for fiscal years beginning after December 15, 2007.  EITFIssue No. 07-3 requires that nonrefundable advance payments for future researchand development activities be deferred and capitalized.  Such amountswill be recognized as an expense as the goods are delivered or the relatedservices are performed.  The Company does not expect the adoption ofEITF Issue No. 07-3 to have a material impact on the financial results of theCompany.

 

F-8

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In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)*“Business Combinations”*(“SFAS No. 141(R)”), which requires the Company to record fair value estimatesof contingent consideration and certain other potential liabilities during theoriginal purchase price allocation, expense acquisition costs as incurred anddoes not permit certain restructuring activities previously allowed underEmerging Issues Task Force Issue No. 95-3 to be recorded as a component ofpurchase accounting.  SFAS No. 141(R) applies prospectively tobusiness combinations for which the acquisition date is on or after thebeginning of the first annual reporting period beginning on or after December15, 2008, except for the presentation anddisclosure requirements, which shall be applied retrospectively for all periodspresented.  The Company has not determined the effect that the adoption of SFASNo. 141(R) will have on the financial results of the Company.

 

In December 2007, the FASB issued FASB Statement No. 160*“Noncontrolling Interests in ConsolidatedFinancial Statements - an amendment of ARB No. 51”* (“SFAS No. 160”), whichcauses noncontrolling interests in subsidiaries to be included in the equitysection of the balance sheet.  SFAS No. 160 applies prospectively tobusiness combinations for which the acquisition date is on or after thebeginning of the first annual reporting period beginning on or after December15, 2008, except for the presentation anddisclosure requirements, which shall be applied retrospectively for all periodspresented.  The Company has not determined the effect that the adoption of SFASNo. 160 will have on the financial results of the Company.

 

In March 2008, the FASB issued FASB Statement No. 161*“Disclosures about Derivative Instruments andHedging Activities an amendment of FASB Statement No. 133”* (“SFAS No.161”), which changes the disclosure requirements for derivative instruments andhedging activities.  Pursuant to SFAS No.161, Entities are required to provideenhanced disclosures about (a) how and why an entity uses derivativeinstruments, (b) how derivative instruments and related hedged items areaccounted for under Statement 133 and its related interpretations, and (c) howderivative instruments and related hedged items affect an entity’s financialposition, financial performance, and cash flows.  SFAS No. 161 iseffective for financial statements issued for fiscal years and interim periodsbeginning after November 15, 2008 with early application encouraged. SFAS No.161 encourages but does not require disclosures for earlier periods presentedfor comparative purposes at initial adoption.  In years after initial adoption,this Statement requires comparative disclosures only for periods subsequent toinitial adoption.  The Company does not expect the adoption of SFAS No. 161 tohave a material impact on the financial results of the Company.

 

                Management doesnot believe that any other recently issued, but not yet effective accountingpronouncements, if adopted, would have a material effect on the accompanyingfinancial statements.

 

**NOTE 3 – GOING CONCERN**

 

The accompanying financial statements have been prepared assumingthat the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had anaccumulated deficit of $744,995 at June 30, 2008, had a net loss fromoperations of $20,395 for the interim periods ended June 30, 2008.

 

While theCompany is attempting to produce sufficient revenues, the Company’s cashposition may not be enough to support the Company’s daily operations.Management intends to raise additional funds by way of a public or privateoffering.  Management believes that the actions presently being taken tofurther implement its business plan and generate sufficient revenues providethe opportunity for the Company to continue as a going concern. While theCompany believes in the viability of its strategy to increase revenues and inits ability to raise additional funds, there can be no assurances to thateffect. The ability of the Company to continue as a going concern is dependent uponthe Company’s ability to further implement its business plan and generatesufficient revenues. The financial statements do not include any adjustmentsthat might be necessary if the Company is unable to continue as a goingconcern.

 

F-9

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**NOTE****4–****RELATED PARTY TRANSACTIONS**

 

*(i)Compensation to the Majority stockholder*

 

During the six month ended June 30, 2008 the Companyaccrued $42,000 as salary and wages to its majority stockholder for services rendered. 

 

*(ii) Office*

 

The Company hasbeen provided office space by an entity wholly ownedand operated by the majority stockholder of the Company at no cost.

 

**NOTE****6 – CONCENTRATIONSAND CREDIT RISK**

 

*(i) Customersand Credit Concentrations*

 

One customer accountedfor 96.4% of total sales for thesix months ended June 30, 2008.  Two different customers accounted for100.0% of total sales for the six month period ended June 30, 2007 and onecustomer accounted for 100.0% of trade accounts receivable as of June 30, 2007.

 

 

 

 

 

 

F-10

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**ITEM 2. MANAGEMENT’S DISCUSSIONAND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS**

Management’sDiscussion and Analysis contains statements that are forward-looking. These statementsare based on current expectations and assumptions that are subject to risks anduncertainties. Actual results could differ materially because of factorsdiscussed in “Factors That May Affect Future Results and Financial Condition.”

 

**OVERVIEW**

The Company, until early 2006 operated a fleet oftruckload carrier equipment within the 48 contiguous United States. We operatedpredominately in one industry, over the road transportation, as a truckloadmotor carrier and thus have only one reportable segment. Our fleet consisted of2004 or newer Peterbilt 387 model tractors and 2002 or newer 48’ to 53’ Wabashor Great Dane trailers. All trailers were equipped with temperature controlequipment thus allowing for shipments of products at or above -20 degreesCelsius. We earned revenue by hauling freight for retailers, manufacturers,freight brokers and other companies. We primarily operated as atrans-continental carrier running long haul lanes with an average length ofhaul greater than 2,000 miles. Our services included dry van, refrigerated anddedicated van offerings. The principal types of freight we transported includefresh produce, ice cream, beverages and other temperature sensitive products.In early 2006, management concluded that the capital requirements needed toreach profitability in addition to high fuel costs exceeded currentcapabilities. At such time Management implemented a change in operatingstrategy from an over-the-road long haul truckload carrier to a non-asset basedthird-party logistics provider. As a result our prior operating strategy wastreated as a discontinued operation for financial statement reporting purposes.As a non-asset based third-party logistics provider we work with variousorganizations to assist in managing there supply chain requirements. We wereable to capitalize on strategic relationships which were developed whileoperating as an over-the-road truckload carrier. Recently our revenues havedecreased due to the departure of our sole sales representative. We are currentlyseeking to hire up to three new sales representatives. If we are not successfulin these efforts, our revenues may continue to decrease.

 

**FMCSA Hoursof Service Regulations**

 

The Federal MotorCarrier Safety Administration (“FMCSA”) revised their Hours-of-Service (“HOS”)regulations effective January 2004 to increase the maximum daily drive timefrom 10 to 11 hours, but no longer allow for breaks in the on-duty period.We believe that these changes may have caused productivity losses as there iswait time while the tractors are loaded, unloaded or otherwise detained whichcannot be recovered with additional drive time. This also has an impact on ourindependent contractors’ wages since they are paid primarily on the number ofmiles driven. In such situations, we have worked with our shippers to minimizethe loss of productivity. When necessary, we have billed our shippers and inturn compensated our independent contractors’ accordingly so as to maintain ourexisting pay structure.

 

In July 2004,the United States Court of Appeals for the District of Columbia Circuit issueda decision vacating the new HOS rules. Under the Court’s rules, FMCSA had45 days to seek a rehearing. On September 30, 2004, Congress extendedthe new HOS rules for one year. FMCSA continues to enforce the new HOS rules.

 

 

**Safety Rating Update**

 

Our safety ratinghas always been and continues to be satisfactory, the highest rating given byFederal Motor Carrier Safety Administration (FMCSA). We have always maintainedsafety as a top priority and have a comprehensive internal audit program forreview of driver log compliance. No operational safety issues have been raisedby the FMCSA compliance review.

 

 

 

 

2

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**Revenue Recognition**

 

The Company recognizes revenues inaccordance to the Securities and Exchange Commission Staff Accounting Bulletin(“SAB”) 101, *Revenue Recognition*, as amended by SAB 104. The Companyevaluates the criteria of the Financial Accounting Standards Board (“FASB”)Emerging Issues Task Force (“EITF”) Issue No. 99-19, *Reporting RevenueGross as a Principal Versus Net as an Agent*, in determining whether it isappropriate to record the gross amount of revenue and related costs or the netamount earned as commissions.

 

*Trucking*

 

The Company’s over-the-roadtruckload business provided nationwide transportation service to majorcustomers. Revenues were recognized when the delivery of shipments arecompleted / delivered to their final destination. The Company reduces sales forany discounts granted. The Company was the primary obligor, acted as theprincipal in its transactions, had latitude in establishing prices and had therisk of loss as it relates to the ultimate collection of accounts receivableand cargo losses. Accordingly, the Company’s revenue was recorded on a grossbasis.

 

*Logistics*

 

The Company recognizes servicerevenue when realized and earned. Revenue is considered to be realized andearned when the service has been provided to the customer on the day theshipment has been delivered, the sales price has been fixed or determinable andcollectability is reasonably assured. The Company is the primary obligor, actsas the principal in its transactions, has latitude in establishing prices andselecting suppliers, and has the risk of loss as it relates to the ultimatecollection of accounts receivable and cargo losses. As it relates to cargoshipments, the Company maintains liability insurance to cover potentialliability for such losses. Accordingly, the Company’s revenue is recorded on agross basis.

 

**Going Concern**

 

Our financial statements have beenprepared on a going concern basis, which contemplates the realization of assetsand the satisfaction of liabilities in the normal course of business. We have ahistory of operating losses that are likely to continue in the future. Ourindependent registered public accounting firm has included an explanatoryparagraph in their report of registered public accounting firm included in ouraudited financial statements for the years ended December 31, 2007 and December31, 2006 to the effect that our losses from operations and our negative cashflows from operations raise substantial doubt about our ability to continue asa going concern. Our financial statements do not include any adjustments thatmight be necessary should we be unable to continue as a going concern. If wewere to continue to experience losses and were to be required to ceaseoperations, our shareholders would be likely to realize less for our assetsthan they are currently carried on our books because they would be soldseparate from any operating business. Our principal shareholders have orallyagreed to lend up to $50,000 to our business to allow it to continueoperations. However, this amount may not prove to be sufficient and we may berequired to cease operations which could result in our shareholders losingalmost all of their investment.  However, this oral commitment is not alegally binding obligation of our principal shareholders and their failure tohonor this commitment could cause us to run out of funds and cease operations.If $50,000 were received from our principal shareholders, management believesthat it would enable us to continue operations at present levels forapproximately nine months. During the first quarter of fiscal 2008, an affiliateof our principal shareholder made a cash advance of $12,000.

 

 

3

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**RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) AND2007 (UNAUDITED)**

 

 

 The following table setsforth for the periods indicated certain statement of earnings data:

 

 

 
|                                 | Six  Months Ended

June  30,

(unaudited) |
|--------------------------------------|-------------------------------------------|
|                                 | 2008                                      | 2007 |
| NET REVENUES                         | 51,855                                    | 7,441 |
| TRANSPORTATION EXPENSES              | -                                         | 5,463 |
| SELLING,  GENERAL AND ADMINISTRATIVE | 2,383                                     | 5,186 |
| PAYROLL AND  RELATED                 | 60,000                                    | 42,000 |
| OTHER INCOME                         | (2,505)                                   | (1,550) |
| LOSS FROM CONTINUING OPERATIONS      | (20,395)                                  | (82,721) |
| NET LOSS                             | (2,395)                                   | (82,721) |

 

 

**Segment information**

 

We reportinformation about operating segments, as well as disclosures about ourservices, geographic areas and major customers. Operating segments are definedas revenue-producing components of the enterprise, which are generally usedinternally for evaluating segment performance.

 

Our revenue baseis derived from logistics services. We have concluded that we have only onereportable segment, which is the transportation logistics business.

 

**CONTINUING OPERATIONS**

 

**Net Revenues**

 

Asummary of revenue generated for the six months ended June 30, 2008 and 2007 isas follows:

 
|               | Six  Months Ended

March  31,

(unaudited) |
|--------------------|--------------------------------------------|
|               | 2008                                       | 2007 |
| Logistics  Revenue | 51,855                                     | 7,441 |
| % of Revenue       | 100%                                       | 100% |

 

**Logistics Revenue**

 

Beginning February15, 2006 the Company commenced logistics services. For the six months endedJune 30, 2008 and 2007 logistics revenue amounted to $51,855 and $7,441,respectively. The Company intends to expand the growth of the logistics serviceby adding commission based sales representatives and it is anticipated thatlogistics revenue will be the primary revenues earned in the future as truckingoperations have ceased. Revenue increased by $44,414 due to services providedto a new customer. It is the intention of management to hire additional salesrepresentatives and the Company is continually screening for potentialcandidates. Should the Company be unsuccessful in hiring sales representativesit could lead to a decline in revenue. Our revenues are dependant on havingsales representatives.

4

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**Selling,General and Administrative**

 
|                                 | Six  Months Ended

June  30,

(unaudited) |
|--------------------------------------|-------------------------------------------|
|                                 | 2008                                      | 2007 |
| Selling,  General and Administrative | $14,755                                   | $44,279 |
| % of Revenue                         | 28.5%                                     | 595.1% |

 

Selling, generaland administrative expenses decreased by $29,524 for the six months ended June30, 2008 compared to the corresponding period in the prior year. The decreasewas primarily due to decreased professional fees paid for audit services andlegal expenses as the Company was effecting a registration under the SecuritiesAct during the period in 2007 which resulted in increased professional costs.

 

**Payroll andRelated**

 
|                 | Six  Months  Ended

June  30,

(unaudited) |
|----------------------|-------------------------------------------------|
|                 | 2008                                            | 2007 |
| Payroll and  Related | $ 60,000                                        | $  42,000 |
| % of Revenue         | 115.6%                                          | 564.4% |

 

Payroll andrelated remained increased over the period over period due to theclassification of an advance to an affiliated party as payroll relatedotherwise we maintained a consistent employee base for our continuingoperations, the decrease in percentage of revenues primarily reflects increasedrevenue levels in the 2008 period.

 

**RESULTS OF OPERATIONS FOR THETHREE MONTHS ENDED JUNE 30, 2008 (UNAUDITED) AND 2007 (UNAUDITED)**

 

 

 The following table setsforth for the periods indicated certain statement of earnings data:

 

 

 
|                                 | Three  Months Ended

June  30,

(unaudited) |
|--------------------------------------|---------------------------------------------|
|                                 | 2008                                        | 2007 |
| NET REVENUES                         | 26,885                                      | 1,670 |
| TRANSPORTATION EXPENSES              | -                                           | 5,114 |
| SELLING,  GENERAL AND ADMINISTRATIVE | 1,444                                       | 5,186 |
| PAYROLL AND  RELATED                 | 39,000                                      | 21,000 |
| OTHER INCOME                         | (2,490)                                     | (1,550) |
| LOSS FROM CONTINUING OPERATIONS      | (18,931)                                    | (63,781) |
| NET LOSS                             | (18,931)                                    | (63,871) |

 

5

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**Segment information**

 

We reportinformation about operating segments, as well as disclosures about ourservices, geographic areas and major customers. Operating segments are definedas revenue-producing components of the enterprise, which are generally usedinternally for evaluating segment performance.

 

Our revenue baseis derived from logistics services. We have concluded that we have only onereportable segment, which is the transportation logistics business.

 

**CONTINUING OPERATIONS**

 

**Net Revenues**

 

Asummary of revenue generated for the six months ended June 30, 2008 and 2007 isas follows:

 
|               | Three  Months Ended

March  31,

(unaudited) |
|--------------------|----------------------------------------------|
|               | 2008                                         | 2007 |
| Logistics  Revenue | 26,855                                       | 1,670 |
| % of Revenues      | 100%                                         | 100% |

 

**Logistics Revenue**

 

Beginning February15, 2006 the Company commenced logistics services. For the three months endedJune 30, 2008 and 2007 logistics revenue amounted to $26,855 and $1,670,respectively. The Company intends to expand the growth of the logistics serviceby adding commission based sales representatives and it is anticipated thatlogistics revenue will be the primary revenues earned in the future as truckingoperations have ceased. Revenue increased by $24,585 due to services providedto a new customer. It is the intention of management to hire additional salesrepresentatives and the Company is continually screening for potentialcandidates. Should the Company be unsuccessful in hiring sales representativesit could lead to a decline in revenue. Our revenues are dependant on havingsales representatives.

 

 

**Selling,General and Administrative**

 
|                                 | Three  Months Ended

June  30,

(unaudited) |
|--------------------------------------|---------------------------------------------|
|                                 | 2008                                        | 2007 |
| Selling,  General and Administrative | $9,256                                      | $40,887 |
| % of Revenue                         | 34.5%                                       | 2,448.3% |

 

Selling, generaland administrative expenses decreased by $ 31, 631for the six months ended June30, 2008 compared to the corresponding period in the prior year. The decreasewas primarily due to decreased professional fees paid for audit services andlegal expenses as the Company was effecting a registration under the SecuritiesAct during the period in 2007 which resulted in increased professional costs.

 

6

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**Payroll andRelated**

 
|                 | Three  Months  Ended

June  30,

(unaudited) |
|----------------------|---------------------------------------------------|
|                 | 2008                                              | 2007 |
| Payroll and  Related | $  39,000                                         | $  21,000 |
| % of Revenue         | 145.2%                                            | 1,257.5% |

 

Payroll andrelated remained increased over the period over period due to theclassification of an advance to an affiliated party as payroll relatedotherwise we maintained a consistent employee base for our continuingoperations, the decrease in percentage of revenues reflects increased revenuelevels in the 2008 period.

 

 

**Liquidity and Capital Resources**

 

Since our inception, we have financedour operations through bank debt, loans and equity from our principals, loansfrom third parties and funds generated by our business. At June 30, 2008, wehad $152 in cash. We believe that cash on hand may not be adequate to satisfyour ongoing working capital needs. During Fiscal Year 2008, our primaryobjectives in managing liquidity and cash flows will be to ensure financialflexibility to support growth. During the first six months of fiscal 2008, anaffiliate of our principal shareholder made a cash advance of $12,000 to us andas of the date of this filing our cash on hand is $29. We are likely to requirefurther cash advances from the affiliate of our principal shareholder.

 

Net Cash Used in OperatingActivities. Net cash used in operating activities amounted to $12,311 forthe three months ended March 31, 2008.

 

 

Net Cash Provided From FinancingActivities. Net cash provided from financing activities was $12,000 for thethree months ended March 31, 2008. During the first quarter of fiscal 2008, anaffiliate of our principal shareholder made a cash advance of $12,000.

 

Our investing and financing needshave changed significantly from 2007 to 2008 to adjust for the fact that wediscontinued our operations as an asset based truckload carrier. Under thatform of business we required financing needs to purchase equipment and alsosignificant capital to factor our accounts receivable. Under our new businessmodel we are no longer in need of substantial capital to purchase equipment andfactor accounts receivable. Our current financing needs are solely for workingcapital requirements.

 

Over the next twelve months webelieve that our existing capital may not be sufficient to sustain ouroperations. Management plans to seek additional capital in the future to fundoperations, growth and expansion through additional equity, debt financing orcredit facilities. We have had early stage discussions with investors aboutpotential investment in our firm at a future date. No assurance can be madethat such financing would be available, and if available it may take either theform of debt or equity. In either case, the financing could have a negativeimpact on our financial condition and our shareholders. In addition, ourprincipal shareholders have orally agreed to lend up to $50,000 to our businessto allow us to continue operations. Should the principal shareholders lend the$50,000, management believes such funds will support current operations for aperiod of nine months. In addition, the oral agreement from the principalshareholders to lend the $50,000 is not legally binding. During the firstquarter of fiscal 2008, an affiliate of our principal shareholder advanced$12,000 of the $50,000 and $38,000 remains available to us.

 

 

 

 

 

 

7

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**Off BalanceSheet Arrangements**

 
|   | None |
|--------|------|

 

**Forward-LookingStatements**

 

This QuarterlyReport on Form 10-Q contains forward-looking statements. The words “believe,”“expect,” “anticipate,” “estimate”, “project,” and similar expressions identifyforward-looking statements, which speak only as of the date the statement wasmade. Such forward-looking statements are within the meaning of that term inSection 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. Such statementsinclude, but are not limited to, projections of revenue, income, capitalexpenditures, plans for future operations, our financing needs or plans, theimpact of inflation, the effect of any safety rating change, the impact of newaccounting standards, the ultimate outcome and impact of litigation against theCompany and regulatory actions, our ability to attract and retain drivers, thecapacity of the industry, the demand from shippers, the impact of theDepartment of Transportation’s revised regulations, expectations regardingadditional letters of credit, the sufficiency of our capital resources andplans relating to the foregoing.

 

As to theCompany’s business and financial performance generally, important factorscurrently known to management that could cause actual results to differmaterially from those in forward-looking statements include, but are notlimited to, the following: (i) excess capacity in the trucking industry;(ii) significant increases or rapid fluctuations in fuel prices, interestrates, fuel taxes, tolls, license and registration fees and insurance premiums,to the extent not offset by increases in freight rates or fuel surcharges;(iii) difficulty in attracting and retaining qualified drivers and owneroperators, especially in light of the current shortage of qualified drivers andowner operators; (iv) recessionary economic cycles and downturns incustomers’ business cycles, particularly in market segments and industries(such as retail and manufacturing) in which the Company has a significantconcentration of customers; (v) seasonal factors such as harsh weatherconditions that increase operating costs; (vi) increases in drivercompensation to the extent not offset by increases in freight rates;(vii) the inability of the Company to secure acceptable financingarrangements; (viii) the ability of the Company to identify acquisitioncandidates that will result in successful combinations; (ix) anunanticipated increase in the number of claims or amount of claims for whichthe Company is not fully insured; (x) a significant reduction in ortermination of the Company’s trucking services by a key customer; (xi) theloss of key executives; (xii) new or more comprehensive regulations withrespect to fuel emissions, or ergonomics; (xiii) a spill or other accidentinvolving hazardous substances; (xiv) an adverse determination by theFMCSA with respect to the Company’s safety rating and any resulting loss ofcustomers or potential customers or material increase in insurance costs; (xv) theimpact of the Department of Transportation’s regulations concerning the maximumnumber of hours of service that commercial truck drivers may operate;(xvi) the impact on our compensation programs resulting from newaccounting standards regarding share-based payments; (xvii) the potentialimpact of current litigation, regulatory issues or other government actions;and (xviii) competition from trucking, rail and intermodal competitors.

 

Forward-lookingstatements express expectations of future events. All forward-lookingstatements are inherently uncertain as they are based on various expectationsand assumptions concerning future events and they are subject to numerous knownand unknown risks and uncertainties which could cause actual events or resultsto differ materially from those projected. Due to these inherent uncertainties,the investment community is urged not to place undue reliance onforward-looking statements. In addition, the Company undertakes no obligationto update or revise forward-looking statements to reflect changed assumptions,the occurrence of unanticipated events or changes to projections over time. Wefurther note that the Private Litigation Reform Act of 1995 does not apply topenny stocks (as we anticipate our common stock will be) or to issuers with nohistory of filing periodic reports under Securities Exchange Act of 1934, asamended, including us.

 

 

 

 

 

 

8

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**INFLATION**

 

Inflation can beexpected to have an impact on our operating costs. A prolonged period ofinflation could cause interest rates, fuel, wages and other costs to increasewhich would adversely affect our results of operations unless freight ratescould be increased correspondingly. However, the effect of inflation has beenminimal over the past three years.

 

**SEASONALITY**

 

In thetransportation industry, results of operations generally show a seasonalpattern as customers reduce shipments after the winter holiday season.

 

**FACTORS THAT MAY AFFECT FUTURERESULTS AND FINANCIAL CONDITION**

 

Our futureoperating results and financial condition are dependent on our ability tosuccessfully provide logistics services to meet dynamic customer demandpatterns. Inherent in this process are a number of factors that we mustsuccessfully manage in order to achieve favorable future operating results andfinancial condition. Potential risks and uncertainties that could affect futureoperating results and financial condition include, without limitation, thefactors discussed below.

 

 

**REGULATION**

 

Our logisticsoperations are regulated by the United States Department of Transportation("DOT"). The DOT generally governs matters such as safetyrequirements, registration to engage in motor carrier operations, accountingsystems, certain mergers, consolidations, acquisitions and periodic financialreporting. The DOT conducts periodic on-site audits of our compliance withtheir rules and procedures. Our most recent audit, which was conducted during2004, resulted in a rating of "satisfactory", the highest safetyrating available. A "conditional" or "unsatisfactory" DOTsafety rating could have an adverse effect on our business, as some of ourcontracts with customers require a satisfactory rating and our qualification toself-insure our liability claims would be impaired.

During 2005, the Federal MotorCarrier Safety Administration ("FMCSA") began to enforce changes tothe regulations which govern drivers' hours of service. Hours of Service("HOS") rules issued by the FMCSA, in effect since 1939, generallylimit the number of consecutive hours and consecutive days that a driver maywork. The new rules reduce by one the number of hours that a driver may work ina shift, but increase by one the number of hours that drivers may drive duringthe same shift. Drivers often are working at a time they are not driving.Duties such as fueling, loading and waiting to load count as part of a driver'sshift that are not considered driving. Under the old rules, a driver wasrequired to rest for at least eight hours between shifts. The new rulesincrease that to ten hours, thereby reducing the amount of time a driver can be"on duty" by two hours.

  

Because of the twoadditional hours of required rest period time and the amount of time ourdrivers spend loading and waiting to load, we believe that the new rules havereduced trucker’s productivity and may negatively impact our operating incomeduring 2008 and beyond. 

 

We are alsosubject to regulation of various state regulatory agencies with respect tocertain aspects of our operations. State regulations generally involve safetyand the weight and dimensions of equipment.

 

**DESCRIPTION OF PROPERTY**

The Company operates out of the office of abusiness wholly owned and operated by the majority owner of the Company. Therelated entity leasing the office agreed to not charge the Company, as theprimary purpose of the arrangement is to have a physical address for theCompany to maintain for customer and vendor contacts and a location forcommission based sales representatives to operate from. The related amounts arenot considered significant as the Company occupies less than 7.5% of theoverall office location to conduct its business. Should the utilization ofadditional space be required in the future, at that time the Company will beginthe share in a pro-rata portion of the expenses, which would approximate $4,950per annum at the current occupancy level.

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

 

The Company issubject to certain market risks, including changes in interest rates andcurrency exchange rates. The Company does not undertake any specific actions tolimit those exposures.

 

**Item 4.Controls and Procedures**

 

An evaluationwas carried out under the supervision and with the participation of ourmanagement, including our Chief Financial Officer and President, of theeffectiveness of our disclosure controls and procedures as of the end of theperiod covered by this report on Form 10-Q. Disclosure controls and proceduresare procedures that are designed with the objective of ensuring thatinformation required to be disclosed in our reports filed under the SecuritiesExchange Act of 1934, such as this Form 10-Q, is recorded, processed,summarized and reported, within the time period specified in the Securities andExchange Commissions rules and forms, and that such information is accumulatedand is communicated to our management, including our principal executive andprincipal financial officers, or persons performing similar functions, asappropriate, to allow timely decisions regarding required disclosure. Based onthat evaluation, our management concluded that, as of June 30, 2008, ourdisclosure controls and procedures are effective to satisfy the objectives forwhich they are intended.

 

***Management'sReport on Internal Controls over Financial Reporting***

Internal controlover financial reporting is a process to provide reasonable assurance regardingthe reliability of consolidated financial reporting and the preparation offinancial statements for external purposes in accordance with U.S. generallyaccepted accounting principles. There has been no change in the Company'sinternal control over financial reporting during the quarter ended June 30,2008 that has materially affected, or is reasonably likely to materiallyaffect, the Company's internal control over financial reporting.

 

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

 

Managementconducted an evaluation of the effectiveness of our internal control overfinancial reporting based on the framework in Internal Control - IntegratedFramework issued by the Committee of Sponsoring Organizations of the TreadwayCommission. Based on this evaluation, management concluded that the company'sinternal control over financial reporting was effective as of June 30, 2008.

 

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

 

 

There were nochanges in our internal control over financial reporting identified inconnection with the evaluation performed that occurred during the fiscal quartercovered by this report that has materially affected or is reasonably likely tomaterially affect, our internal control over financial reporting.

 

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**PARTII – OTHER INFORMATION**

 

**Item 1 –Legal Proceedings**

 

The Company isnot currently party to any legal proceedings.

 

**Item 2 –Unregistered Sales of Equity Securities and Use of Proceeds**

 

None.

 

**Item 3 –Defaults Upon Senior Securities**

 

None.

 

**Item 4 –Submission of Matters to a Vote of Security Holders**

 

None.

 

**Item 5 –Other Information**

 

None.

 

 

**Item 6 –Exhibits and Reports of Form 8-K**

 

**(a)    Exhibits**

 
| **Exhibit Number** | **Exhibit Description**                                                                                                                                               |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                | Certificate of Incorporation - Incorporated by  reference to like numbered exhibit to the Company’s Registration Statement on  Form SB-2 File Number 333-140637. |
| 3.2                | Bylaws - Incorporated by reference to like numbered  exhibit to the Company’s Registration Statement on Form SB-2 File Number 333-140637.                        |
| 4.1                | Specimen Stock Certificate - Incorporated by  reference to like numbered exhibit to the Company’s Registration Statement on  Form SB-2 Number 333-140637.        |
| 21                 | Description of Subsidiaries. Harry’s Trucking, LLC –  a 100% owned California LLC                                                                           |
| 31.1               | Rule 13a-14(a)/15d-14(a) Certification by the  Principal Executive Officer and Principal Financial Officer.**                                                         |
| 32.2               | Section 1350 Certification by the Principal Executive  Officer, Principal Financial Officer and Principal Accounting Officer.**                                       |

 

**Filed herewith

 

**(b)    Reportsof Form 8-K**

 

**None.**

 

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 **SIGNATURE**

 

In accordancewith the requirements of the Securities Exchange Act of 1934, as amended, theregistrant caused this Report on Form 10-Q to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   | **HARRY’S  TRUKING, INC.** |
|--------|---------------------------------|

 

 
| Date: August 13, 2008 | By: | /s/ Haris Tajyar |
|-----------------------|-----|------------------|

 
|   | Haris Tajyar, President and CEO |
|--------|---------------------------------|

 

 

 

 

 

 

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**Exhibit Index**

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| **Exhibit Number** | **Exhibit Description**                                                                                                                                               |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                | Certificate of  Incorporation - Incorporated by reference to like numbered exhibit to the  Company’s Registration Statement on Form SB-2 File Number 333-140637. |
| 3.2                | Bylaws - Incorporated  by reference to like numbered exhibit to the Company’s Registration Statement  on Form SB-2 File Number 333-140637.                       |
| 4.1                | Specimen Stock Certificate - Incorporated by  reference to like numbered exhibit to the Company’s Registration Statement on  Form SB-2 File Number 333-140637    |
| 21                 | Description of Subsidiaries. Haris  Trucking LLC a 100% owned California LLC                                                                                          |
| 31.1               | Rule 13a-14(a)/15d-14(a)  Certification by the Principal Executive Officer and Principal Financial  Officer.**                                                        |
| 32.1               | Section 1350 Certification by the  Principal Executive Officer and Principal Financial Officer and Principal  Accounting Officer.**                                   |

 

** Filed herewith

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