UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

|X| Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                For the quarterly period ended September 30, 2008

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from __________ to __________

                       Commission File Number: 333-1416686

                                AVRO ENERGY INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                               20-8387017
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

           9 Church Lane
       West Sussex, England
              RH103PT                            Telephone: 011-44-77-68-511-988
(Address of principal executive offices)         (Registrant's telephone number,
                                                        including area code)

       Former Name, Address and Fiscal Year, If Changed Since Last Report

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

We had a total of 25,450,560  shares of common stock issued and  outstanding  at
November 14, 2008.

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

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments that are necessary for a fair presentation of our financial position
and the results of our operations for the interim periods presented.  Because of
the nature of our business,  the results of operations for the quarterly  period
ended September 30, 2008 are not necessarily  indicative of the results that may
be expected for the full fiscal year.


                                       2
<PAGE>
                                AVRO ENERGY INC.
                         (An Exploration Stage Company)
                             INTERIM BALANCE SHEETS
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               September 30,       December 31,
                                                                   2008                2007
                                                                 ---------           ---------
<S>                                                              <C>                 <C>
                                     ASSETS

Current
  Cash                                                           $   1,250           $  26,939
  Prepaid expenses and deposits                                        722                  --
                                                                 ---------           ---------

      Total Assets                                               $   1,972           $  26,939
                                                                 =========           =========

                                   LIABILITIES

Current
  Accounts payable and accrued liabilities                       $  24,495           $  18,717
  Loan from Related Party                                            3,000                   0
                                                                 ---------           ---------

      Total Liabilities                                             27,495              18,717
                                                                 ---------           ---------

                         STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $0.001 par value
  100,000,000 shares authorized
  25,450,560 shares issued and outstanding                          25,451              25,451
Additional paid-in capital                                         173,439             173,439
Accumulated comprehensive income                                     2,774               3,398
Deficit accumulated during the exploration stage                  (227,187)           (194,066)
                                                                 ---------           ---------

      Total Stockholders' Equity (Deficit)                         (25,523)              8,222
                                                                 ---------           ---------

Total Liabilities and Stockholders' Equity (Deficit)             $   1,972           $  26,939
                                                                 =========           =========
</TABLE>

Nature and Continuance of Operations - Note 1


     The Accompanying notes are integral part of these financial statements.

                                       3
<PAGE>
                                AVRO ENERGY INC.
                         (An Exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                              January 31, 2007
                                            Three Months Ended                   Nine Months Ended         (Date of Inception) to
                                               September 30,                       September 30,                September 30,
                                          2008               2007             2008               2007               2008
                                      ------------       ------------     ------------       ------------       ------------
<S>                                   <C>                <C>              <C>                <C>                <C>
EXPENSES
  Accounting and audit fees           $      1,500       $          0     $      6,500       $      3,000       $     12,183
  Legal and professional fees                  710             60,000           19,132            120,855            166,472
  Office and administration                     83              3,303            7,573              5,836             28,532
  Mineral property costs                        --                 --               --             20,000             20,000
                                      ------------       ------------     ------------       ------------       ------------

Total Expenses                        $     (2,293)      $    (63,303)    $    (33,205)      $   (149,691)      $   (227,187)
                                      ============       ============     ============       ============       ============

      Net loss from Operations              (2,293)           (63,303)         (33,205)          (149,691)          (227,187)

PROVISION FOR INCOME TAXES:
  Income Tax Benefit                             0                  0                0                  0                  0
                                      ------------       ------------     ------------       ------------       ------------

Net Loss                              $     (2,293)      $    (63,303)    $    (33,205)      $   (149,691)      $   (227,187)
                                      ============       ============     ============       ============       ============

Other Comprehensive Income (loss)                0              4,298                0              4,298              2,908

Total Comprehensive income (loss)     $     (2,293)      $    (59,005)    $    (33,205)      $   (145,393)      $   (224,279)
                                      ------------       ------------     ------------       ------------       ------------

Basic and diluted loss per share      $         (0)      $         (0)    $         (0)      $         (0)
                                      ------------       ------------     ------------       ------------

Weighted average number of shares
 outstanding                            25,450,560         25,083,217       25,450,560         25,031,636
                                      ------------       ------------     ------------       ------------
</TABLE>

     The Accompanying notes are integral part of these financial statements.

                                       4
<PAGE>
                                AVRO ENERGY INC.
                         (An Exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 January 31, 2007
                                                              Three Months Ended        Nine Months Ended     (Date of Inception) to
                                                                 September 30,             September 30,           September 30,
                                                            2008           2007         2008           2007            2008
                                                          --------      ---------    ---------      ----------      ---------
<S>                                                       <C>           <C>          <C>            <C>             <C>
OPERATING ACTIVITIES
  Net loss for the period                                 $ (2,293)     $ (63,303)   $ (33,205)     $ (149,691)     $(227,271)
  Change in non-cash working capital balances
   related to operations
     Foreign currency income (loss)                            (72)         4,298         (540)          4,298          3,288
     Prepaid expenses and deposits                              --             --         (722)             --           (722)
     Accounts payable and accrued liabilities                  430         13,360        5,778          13,679         24,065
                                                          --------      ---------    ---------      ----------      ---------

Cash used in operating activities                           (1,935)       (45,645)     (28,689)       (131,714)      (200,640)

FINANCING ACTIVITIES
  Capital stock issued                                          --         66,000           --         152,250        152,250
  Subscriptions received                                        --             --           --          46,640         46,640
  Related Party Loan                                          3000             --         3000              --          3,000
  Cash from financing activities                                --         66,000           --         198,890        201,890
                                                          --------      ---------    ---------      ----------      ---------

Increase (decrease) in cash during the period                1,065         20,355      (25,689)         67,176          1,250
Cash, beginning of the period                                  185         46,821       26,939              --             --
                                                          --------      ---------    ---------      ----------      ---------
Cash, end of the period                                   $  1,250      $  67,176    $   1,250      $   67,176      $   1,250
                                                          ========      =========    =========      ==========      =========

Cash Paid For:
  Interest                                                $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Income Tax                                              $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
Non-Cash Activities
  Shares issued in Lieu of Payment for Service            $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Stock issued for accounts payable                       $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Stock issued for notes payable and interest             $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Stock issued for convertible debentures and interest    $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Convertible debentures issued for services              $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Warrants issued                                         $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Stock issued for penalty on default of convertible
   debentures                                             $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Note payable issued for finance charges                 $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
  Forgiveness of note payable and accrued interest        $     --      $      --    $      --      $       --      $      --
                                                          ========      =========    =========      ==========      =========
</TABLE>

     The Accompanying notes are integral part of these financial statements.

                                       5
<PAGE>
                                AVRO ENERGY INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                               September 30, 2008
                             (Stated in US Dollars)
                                   (Unaudited)

1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

     Description  of  business  and  history - Avro  Energy,  Inc.  (hereinafter
     referred  to as the  "Company")  was  incorporated  on January  31, 2007 by
     filing Articles of  Incorporation  under the Nevada Secretary of State. The
     Company was formed to engage in the  exploration of mineral  properties for
     molybdenum and other metals.

     The  Company  has   acquired  a   molybdenum   property   that  is  located
     approximately  35  kilometers  north of Vancouver BC, and  approximately  2
     kilometers  north of the  community of Britannia  Beach,  BC. The Company's
     Molybdenum  Property  comprises one mineral  claim  containing 9 cell claim
     units totalling 188.293 hectares.

     Management  of Company - The Company  filed its  articles of  incorporation
     with the Nevada Secretary of State on January 31, 2007,  indicating Mike P.
     Kurtanjek  as its  sole  Director  and its  President  and  sole  executive
     officer.

     Mr.  Michael  Heenan was  appointed as a Director of the Company on June 1,
     2007.  Ms.  Marilyn  Woodruff was appointed as a Director of the Company on
     June 1, 2007.  Ms.  Woodruff was also  appointed as the  Secretary  for the
     Company  effective June 1, 2007. On June 11, 2008 Ms. Woodruff  resigned as
     Director and Secretary. On June 11, 2008 Mr. Donny Fitzgerald was appointed
     as Director and Secretary.

     Going Concern.  The  accompanying  financial  statements have been prepared
     assuming  that  the  Company  will  continue  as  a  going  concern,  which
     contemplates  the  realization of assets and the liquidation of liabilities
     in the normal course of business.  However,  the Company has  accumulated a
     loss and is new. This raises  substantial doubt about the Company's ability
     to continue as a going concern. The financial statements do not include any
     adjustments that might result from this uncertainty.

     As shown in the accompanying financial statements, the Company has incurred
     a loss of $227,187  for the period from  January  31, 2007  (inception)  to
     September 30, 2008 and has not  generated  any revenues.  The future of the
     Company is dependent  upon its ability to obtain  financing and upon future
     profitable operations from the development of acquisitions.  Management has
     plans to seek  additional  capital  through a private  placement and public
     offering of its common stock.  The financial  statements do not include any
     adjustments  relating to the  recoverability and classification of recorded
     assets,  or the amounts of and  classification of liabilities that might be
     necessary in the event the Company cannot continue in existence.

     Year end - The Company's fiscal year end is December 31.

                                       6
<PAGE>
     Use of estimates - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts  of  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Cash and  cash  equivalents  - The  Company  considers  all  highly  liquid
     investments  with  original  maturities  of three months or less to be cash
     equivalents.

     Legal  Procedures - The Company is not aware of, nor is it involved in, any
     pending legal proceedings.

     Resource  Properties - Company  follows the  successful  efforts  method of
     accounting for its resource  properties.  Unproved resource  properties are
     periodically assessed and any impairment in value is charged to exploration
     expense.  The costs of  unproved  properties,  which are  determined  to be
     productive are transferred to proved  resource  properties and amortized on
     an equivalent  unit-of-production  basis.  Exploratory expenses,  including
     geological  and  geophysical  expenses  and delay  rentals for  unevaluated
     resource  properties,  are  charged  to expense  as  incurred.  Exploratory
     drilling costs are initially  capitalized as unproved  property but charged
     to expense if and when the well is determined  not to have found proved oil
     and gas reserves.

     Income taxes - The Company accounts for its income taxes in accordance with
     Statement  of  Financial  Accounting  Standards  No.  109,  which  requires
     recognition  of  deferred  tax  assets  and   liabilities  for  future  tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax  bases  and  tax  credit  carry  forwards.   Deferred  tax  assets  and
     liabilities  are  measured  using  enacted  tax rates  expected to apply to
     taxable  income  in the  years in which  those  temporary  differences  are
     expected to be recovered or settled.  The effect on deferred tax assets and
     liabilities  of a change in tax rates is  recognized  in  operations in the
     period that includes the enactment date.

     Management feels the Company will have a net operating loss carryover to be
     used  for  future  years.  The  Company  has not  established  a  valuation
     allowance for the full tax benefit of the operating loss  carryovers due to
     the uncertainty regarding realization.

     Net loss per  common  share - The  Company  computes  net loss per share in
     accordance  with SFAS No. 128,  Earnings per Share (SFAS 128) and SEC Staff
     Accounting  Bulletin No. 98 (SAB 98).  Under the provisions of SFAS 128 and
     SAB 98,  basic  net loss per share is  computed  by  dividing  the net loss
     available to common  stockholders  for the period by the  weighted  average
     number of shares  of  common  stock  outstanding  during  the  period.  The
     calculation  of diluted  net loss per share  gives  effect to common  stock
     equivalents;  however, potential common shares are excluded if their effect
     is  anti-dilutive.  For the nine-month period ended September 30, 2008, Nil
     options and warrants were excluded from the computation of diluted earnings
     per share because their effect would be anti-dilutive.

     Foreign  Currency  Translation  -  The  Company's  functional  currency  is
     Canadian  Dollar but also maintains  funds in US Dollar bank accounts.  The
     Company  uses the  United  States  Dollar  as its  reporting  currency  for
     consistency  with  registrants of the  Securities  and Exchange  Commission
     ("SEC")  and in  accordance  with  the  SFAS  No.  52 -  "Foreign  Currency

                                       7
<PAGE>
     Translation".  Assets and liabilities denominated in a foreign currency are
     translated  at the  exchange  rate in effect at the period end and  capital
     accounts are translated at historical rates.  Income statement accounts are
     translated at the average rates of exchange  prevailing  during the period.
     Translation  adjustments  from the use of  different  exchange  rates  from
     period to period  are  included  in the  comprehensive  income  account  in
     stockholder's equity, if applicable.

     Transactions undertaken in currencies other than the functional currency of
     the  entity  are  translated  using the  exchange  rate in effect as of the
     transaction date. Any exchange gains and losses are included in other items
     on the statement of operations.

     Revenue  recognition  - The  Company  has no  revenues  to  date  from  its
     operations.

     NEW ACCOUNTING PRONOUNCEMENTS -

     In September  2006,  the FASB issued FASB Statement No. 157. This Statement
     defines fair value,  establishes a framework  for  measuring  fair value in
     generally accepted  accounting  principles (GAAP), and expands  disclosures
     about  fair  value   measurements.   This  Statement  applies  under  other
     accounting  pronouncements  that require or permit fair value measurements,
     the Board having  previously  concluded in those accounting  pronouncements
     that fair  value is a relevant  measurement  attribute.  Accordingly,  this
     Statement does not require any new fair value  measurements.  However,  for
     some  entities,  the  application  of this  Statement  will change  current
     practices.  This Statement is effective for financial statements for fiscal
     years beginning after November 15, 2007.  Earlier  application is permitted
     provided that the reporting entity has not yet issued financial  statements
     for that fiscal  year.  Management  believes  this  Statement  will have no
     impact on the financial statements of the Company once adopted.

     In  February  2007,  the FASB  issued  Statement  of  Financial  Accounting
     Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
     LIABILITIES  - INCLUDING  AN  AMENDMENT  OF FASB  STATEMENT  NO. 115.  This
     Statement permits entities to choose to measure many financial  instruments
     and  certain  other  items  at fair  value.  The  objective  is to  improve
     financial  reporting by providing entities with the opportunity to mitigate
     volatility  in reported  earnings  caused by measuring  related  assets and
     liabilities  differently  without having to apply complex hedge  accounting
     provisions.   This   Statement   applies   to   all   entities,   including
     not-for-profit  organizations.  Most of the  provisions  of this  Statement
     apply  only to  entities  that elect the fair value  option.  However,  the
     amendment to FASB Statement No. 115,  ACCOUNTING FOR CERTAIN INVESTMENTS IN
     DEBT AND EQUITY SECURITIES, applies to all entities with available-for-sale
     and trading  securities.  The fair value  option  permits  all  entities to
     choose to measure eligible items at fair value at specified election dates.

     A business  entity  shall report  unrealized  gains and losses on items for
     which the fair  value  option  has been  elected in  earnings  (or  another
     performance  indicator if the business entity does not report  earnings) at
     each  subsequent  reporting  date.  The fair  value  option  may be applied
     instrument by instrument (with a few exceptions);  is irrevocable (unless a
     new election date occurs);  and is applied only to entire  instruments  and
     not to portions of  instruments.  This  Statement  is  effective  as of the
     beginning  of an entity's  first  fiscal  year that begins  after or before
     November 15, 2007,  provided the entity also elects to apply the provisions
     of FASB Statement No. 157, FAIR VALUE MEASUREMENT.

     The Company does not expect the adoption of SFAS 159 to  materially  effect
     the Company's financial position or results of operations.  Management does
     not believe  that any recently  issued,  but not yet  effective  accounting

                                       8
<PAGE>
     pronouncements  if currently  adopted  would have a material  effect on the
     accompanying consolidated financial statements.

2. MINERAL PROPERTY

     The  Company  has   acquired  a   molybdenum   property   that  is  located
     approximately  35  kilometres  north of Vancouver BC, and  approximately  2
     kilometres  north of the  community of Britannia  Beach,  BC. The Company's
     Molybdenum  Property  comprises one mineral  claim  containing 9 cell claim
     units totalling 188.293 hectares. Mineral property costs of $20,000 to date
     have been expensed.

3. CAPITAL STOCK

     Authorized:

     100,000,000 Shares of Common Stock with a par value of $0.001 per share.

     Issued:

     As  of  September  30,  2008,  there  are  25,450,560   shares  issued  and
     outstanding for a total cash consideration of $198,890.

     There are no  preferred  shares  outstanding.  The  Company  has  issued no
     authorized preferred shares.

     The  Company  has  no  stock  option  plan,   warrants  or  other  dilutive
     securities.

4. COMPREHENSIVE INCOME

     The functional currency of the Company is Canadian Dollar. At September 30,
     2008 the Company maintained account balances of USD $1,250.

5.  LITIGATION

     As of  September  30,  2008,  the  Company  is not aware of any  current or
     pending litigation, which may affect the Company's operations.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

The  information  set forth in this section  contains  certain  "forward-looking
statements," including, among other things, (i) expected changes in our revenues
and  profitability,  (ii)  prospective  business  opportunities,  and  (iii) our
strategy for financing our business.  Forward-looking  statements are statements
other than  historical  information  or  statements of current  condition.  Some
forward-looking statements may be identified by use of terms such as "believes,"
"anticipates," "intends," or "expects." These forward-looking  statements relate
to our plans,  objectives and  expectations for future  operations.  Although we
believe that our expectations with respect to the forward-looking statements are
based upon  reasonable  assumptions  within the bounds of our  knowledge  of our
business and operations, in light of the risks and uncertainties inherent in all
future projections,  the inclusion of forward-looking  statements in this report
should not be regarded as a  representation  by us or any other  person that our
objectives or plans will be achieved.

PLAN OF OPERATION

Our business plan is to proceed with the exploration of our molybdenum  property
to determine  whether there is any potential for molybdenum on the property that
comprises our mineral  claims.  We have decided to proceed with the three phases
of a  staged  exploration  program  recommended  by the  geological  report.  We
anticipate that these phases of the recommended  geological  exploration program
will cost  approximately  $15,437,  $75,000 and  $150,000  respectively.  We had
$1,250 in cash reserves as of the period ended  September 30, 2008.  The lack of
cash has kept us from conducting any exploration work on the property.

We will commence Phase 1 of the exploration  program once we receiving  funding.
Phase 2 and 3 will commence after completion of the Phase 1 program. As such, we
anticipate  that we will  incur  the  following  expenses  over the next  twelve
months:

     *    $1000 to be paid to the British Columbia Provincial government to keep
          the claims valid;
     *    $16,363.75  in  connection  with  the  completion  of  Phase  1 of our
          recommended geological work program;
     *    $75,000.00  in  connection  with  the  completion  of  Phase  2 of our
          recommended geological work program;
     *    $150,000 for Phase 3 of our recommended geological work program; and
     *    $10,000  for  operating  expenses,  including  professional  legal and
          accounting  expenses  associated  with  compliance  with the  periodic
          reporting  requirements  after we become a reporting  issuer under the
          Securities  Exchange  Act  of  1934,  but  excluding  expenses  of the
          offering.

If we determine not to proceed with further  exploration  of our mineral  claims
due to a determination that the results of our initial geological program do not
warrant  further   exploration  or  due  to  an  inability  to  finance  further
exploration,  we plan to pursue the  acquisition of an interest in other mineral
claims. We anticipate that any future  acquisition would involve the acquisition
of an option to earn an interest  in a mineral  claim as we  anticipate  that we
would not have sufficient  cash to purchase a mineral claim of sufficient  merit
to warrant  exploration.  This means that we might offer  shares of our stock to
obtain an option on a property.  Once we obtain an option,  we would then pursue

                                       10
<PAGE>
finding the funds  necessary to explore the mineral  claim by one or more of the
following means: engaging in an offering of our stock; engaging in borrowing; or
locating a joint venture partner or partners.

RESULTS OF OPERATIONS

Since the date of our  inception,  January 31, 2007,  we have not  generated any
revenues.  We incurred total  operating  expenses of $33,205 for the nine months
ended  September  30,  2008  compared  to  $149,691  for the nine  months  ended
September  30,  2007.  The  bulk of our  operating  expenses  were  incurred  in
connection  with the  preparation  and filing of our  periodic  reports  and SEC
filings.  Legal and professional  fees for the nine-month period ended September
30, 2008 were $19,132  compared to legal and  professional  fees of $120,855 for
the nine-month period ending September 30, 2007.

Our total loss for the nine months ended September 30, 2008 was $33,205 compared
to a loss of $149,691 for the nine months ended  September  30, 2007.  Our total
loss from inception to September 30, 2008 was $227,187.

SELECTED FINANCIAL INFORMATION

                                                     September 30, 2008
                                                     ------------------
             Current Assets                               $  1,972
             Total Assets                                 $  1,972
             Current Liabilities                          $ 27,945
             Stockholders' Equity (Deficiency)            $(25,523)

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2008, we had cash in the bank of approximately $1,250.

We are  contemplating  raising  additional  capital to finance  our  exploration
programs.  No final decisions  regarding the program or financing have been made
at this time.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

We have not changed our accounting policies since December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

We did not issue any shares during the nine months ended September 30, 2008.

                                       11
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the date of this report.  This  evaluation  was  conducted by our  President and
Chief Executive Officer, Mike P. Kurtanjek.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Our management, with the participation of our chief executive officer and acting
chief financial officer (one individual), has evaluated the effectiveness of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities  Exchange Act of 1934 (the "Exchange Act")) as of September
30, 2008. Based on this evaluation, our chief executive officer and acting chief
financial  officer have concluded that, as of September 30, 2008, our disclosure
controls and procedures were not effective.  Our conclusion was based on (1) our
lack of  systematic  accounting  and  disclosure  procedures,  (2)  the  lack of
development  of our IT systems,  (3) the lack of hiring and  development  of new
personnel  and (4) the  number  of  adjustments  identified  by our  independent
auditors  during the course of their review.  We attribute all of the identified
weaknesses  to  the  formative  stage  of  our  organizational  development.  We
currently lack the personnel  resources to ensure that our  disclosure  controls
and  procedures  are adequate.  We intend to address the  procedural and control
issues by adding more formalized accounting procedures.

CHANGES IN INTERNAL CONTROLS.

There was no change in our  internal  controls  or in other  factors  that could
affect  these  controls  during  our last  fiscal  quarter  that has  materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.

                           PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any material legal  proceedings  and to our knowledge,  no
such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

No matters were  submitted to our security  holders for a vote during the period
ending September 30, 2008.

ITEM 5.  OTHER INFORMATION

None.

                                       12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number                              Description of Exhibit
------                              ----------------------

3.1      Articles of Incorporation(1)

3.2      Bylaws(1)

31.1     Certification  by Chief Executive  Officer and Chief Financial  Officer
         required by Rule  13a-14(a)  or Rule  15d-14(a)  of the  Exchange  Act,
         promulgated  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
         filed herewith.

32.1     Certification by Chief Executive  Officer and Chief Financial  Officer,
         required by Rule  13a-14(b)  or Rule  15d-14(b) of the Exchange Act and
         Section  1350 of  Chapter  63 of Title 18 of the  United  States  Code,
         promulgated  pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002
         filed herewith.

----------
(1)  Filed with the SEC as an exhibit  to our Form SB-1  Registration  Statement
     originally filed on March 30, 2007.

<PAGE>

                                   SIGNATURES

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

Date: November 14, 2008

<TABLE>
<CAPTION>
          Signature                              Title                                     Date
          ---------                              -----                                     ----
<S>                                   <C>                                           <C>


By: /s/ MIKE P. KURTANJEK              Chief Executive Officer,                      November 14, 2008
   -----------------------------       Chief Financial Officer,
   Mike P. Kurtanjek                   President, Secretary, Treasurer
                                       and Director (Principal Executive
                                       Officer and Principal Accounting Officer)
</TABLE>

                                       13