SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                               FORM 10-QSB/A

                                (Mark One)

        (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
               For the six months 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: 0-28847

                          FOCUS AFFILIATES, INC.

             (Name of small business issuer in its charter)

          Delaware                                          95-4467726
-------------------------------                     -------------------------
(State or other jurisdiction of                     (I.R.S. Empl. Ident. No.)
 incorporation or organization)

   3500 South Dupont Highway, County of Kent, City of Dover, Delaware 19901
=============================================================================
              (Address of principal executive offices)(Zip Code)

                                 1-800-346-4646
                          (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 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 ( )  NO (X)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)  YES (X)  NO ( )

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  As of June 30, 2008
the registrant had issued and outstanding 638,508,112 shares of common stock,
par value $0.001 per share.

Transitional Small Business Disclosure Format (Check one)  Yes ( )  No (X)

<PAGE>



                           FOCUS AFFILIATES, INC.

                                 FORM 10-QSB

<TABLE>
<CAPTION>

                              TABLE OF CONTENTS

<S>                                                                     <C>
PART 1 - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Balance Sheet - June 30, 2008                                    1

          Statement of Operations for 6 months ended June 30, 2008         2

          Statement of Stockholders' Equity                                3

          Statement of Cash Flows for 6 months ended June 30, 2008         4

          Notes to the Financial Statements                              5-7

Item 2.   Management's Discussion and Analysis or Plan of Operation        8

Item 3.   Controls and Procedures                                          8

PART 2 - OTHER INFORMATION

Item 1.   Legal Proceedings                                                9

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      9

Item 3.   Defaults Upon Senior Securities                                  9

Item 4.   Submission of Matters to a Vote of Security Holders              9

Item 5.   Other Information                                                9

Item 6.   Exhibits and Reports on Form 8-K                                 9

CERTIFICATION                                                          10-11

</TABLE>

<PAGE>



FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

<TABLE>
<CAPTION>

BALANCE SHEETS AS AT JUNE 30, 2008
(U.S. Dollars)
(Unaudited)

<S>                                          <C>             <C>

                                                 As at           As at
                                                June 30,        June 30,
                                                  2008            2007
--------------------------------------------------------------------------
Assets

Current Assets                                           -              -
--------------------------------------------------------------------------
Total Assets                                 $           -              -
==========================================================================

Liabilities
   Accounts payable to related party                   843              -
   Due to shareholders                              25,000              -
--------------------------------------------------------------------------
Total liabilities                            $      25,843              -
--------------------------------------------------------------------------

Stockholders' Equity

Common Stock, $0.001 par value
  1,000,000,000 authorized
  Issued and outstanding 638,508,112 Shares  $    638,508         638,508
Additional paid in capital                       (638,508)       (638,508)
Deficit accumulated during development stage      (25,843)              -
--------------------------------------------------------------------------
Total stockholders' equity                        (25,843)              -
--------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity   $          -               -
==========================================================================
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                     1
<PAGE>



FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS FOR THE 6 MONTHS PERIOD ENDED JUNE 30, 2008
(U.S. Dollars)
(Unaudited)

<S>                                                          <C>
                                                6 Months      6 Months
                                               Period Ended  Period Ended
                                                 June 30,      June 30,
                                                   2008          2007
--------------------------------------------------------------------------
Revenue                                        $          -             -
--------------------------------------------------------------------------

Expenses
  Filing expenses                                       843             -
--------------------------------------------------------------------------
Total operating expenses                       $        843             -
--------------------------------------------------------------------------
Net loss for the period                        $       (843)            -
==========================================================================

Net loss per Common Share - Basic and Diluted         (0.00)        (0.00)
--------------------------------------------------------------------------
Weighted average number of shares outstanding   638,508,112   638,508,112
--------------------------------------------------------------------------
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>



FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

<TABLE>
<CAPTION>

Statement of Stockholders' Equity from the period of entry into the
Development Stage (March 16, 2007) to June 30, 2008
(U.S. Dollars)
(Unaudited)

===========================================================================

                                                                      Total
                                               Additional             Stock-
                                                 Paid-In   Accum.    holders'
                            Shares     Amount    Capital   Deficit    Equity
-----------------------------------------------------------------------------
<S>                       <C>          <C>      <C>        <C>       <C>
Balance March 2007        638,508,112  638,508  (638,508)                  -
Net loss for the period                                    (25,000)  (25,000)
-----------------------------------------------------------------------------
Balance December 31, 2007 638,508,112  638,508  (638,508)  (25,000)  (25,000)
Net loss for the period                                       (843)     (843)
-----------------------------------------------------------------------------
Balance June 30, 2008     638,508,112  638,508  (638,508)  (25,843)  (25,843)

</TABLE>


  The accompanying notes are an integral part of these financial statements


                                      3
<PAGE>



FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS FOR THE 6 MONTHS PERIOD ENDED JUNE 30, 2008
(U.S. Dollars)
(Unaudited)


                                                6 Months      6 Months
                                               Period Ended  Period Ended
                                                 June 30,      June 30,
                                                   2008          2007
---------------------------------------------------------------------------
<S>                                            <C>           <C>
Cash Flows from Operating Activities
  Net loss for the period                      $      (843)              -
  Accounts payable to related party                    843
---------------------------------------------------------------------------
                                                         -               -
---------------------------------------------------------------------------

Cash flows from Investing Activities                     -               -

Cash flows from Financing Activities                     -               -
---------------------------------------------------------------------------
Net increase/(decrease) in cash and
  cash equivalents                             $         -               -
---------------------------------------------------------------------------
Cash beginning of period                                 -               -
---------------------------------------------------------------------------
Cash end of period                             $         -               -
===========================================================================
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>



FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
June 30, 2008
(U.S. Dollars)
(Unaudited)

-----------------------------------------------------------------------------

1  GENERAL COMPANY INFORMATION

Focus Affiliates, Inc. ( the Company ) is a Delaware corporation.
It was incorporated on March 1994 as Cellular Telecom Corporation and
subsequently changed its name to Intellicell Corp. in June 1996 and then to
Focus Affiliates, Inc. in October 1999.

The Company was reinstated on December  8, 2006 in the State of Delaware by
an incorporator. The Company has been dormant since 2001 and was reorganized
under new management in March 16, 2007 which will put the Company into the
Development Stage.


2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  financial  statements  of  the  Company  have  been  prepared  in
accordance  with  accounting principles generally accepted in the United
States. Because  a  precise determination of many assets and liabilities is
dependent  upon  future events  the preparation of  financial  statements
for  a period necessarily involves the use of estimates which have been made
using careful judgement.

The  financial  statements  have, in management's opinion,  been  properly
prepared within reasonable limits of materiality within the framework of the
accounting policies summarized below :

(a)  Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash accounts, interest
bearing saving accounts and time certificates of deposit with a maturity of
three months or less when purchased.

(b)  Use of Estimates

The preparation of finacial 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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


                                     5
<PAGE>


FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
June 30, 2008
(U.S. Dollars)
(Unaudited)

-----------------------------------------------------------------------------

2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c)  Foreign currencies

The functional currency of the  Company is the  United States dollar.
Transactions in foreign currencies are translated into United States
dollars at the rates in effect on the transaction date. Exchange gains
or losses arising on translation or settlement of foreign currency
denominated monetary items are included in the statement of operations.

(d)  Income taxes

The Company follows the asset and liability method of accounting for
income taxes. Under this method, current taxes are recognized for the
estimated income taxes payable for the current period.

Deferred income taxes are provided based on the estimated future tax
effects on temporary differences between  financial statement carrying
amounts of assets and liabilities and their respective tax bases as well
as the benefit of losses available to be carried forward to future years
for tax purposes.

Deferred  tax assets and  liabilities are  measured using enacted tax
rates that are expected to apply to taxable income in the years in which
those temporary differences are expected to be covered 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.  A valuation allowance is recorded for deferred tax assets when it
is more likely than not that such deferred tax assets will not be realized.

(e)  Loss per share

Loss  per  share  computations  are  based  on  the  weighted   average
number  of  common  shares outstanding during the period.  Common share
equivalents consisting  of stock options and warrants are not considered
in the computation because their effect would be anti-dilutive.


                                      6
<PAGE>


FOCUS AFFILIATES, INC.
(FORMERLY: INTELLICEL CORP.)
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
June 30, 2008
(U.S. Dollars)
(Unaudited)

-----------------------------------------------------------------------------


3.  Stockholders' Equity

As of June 30, 2008 the Company has issued and outstanding common stock of
638,508,112 shares of $0.001 par value.

4.  Share Capital

Amend the Company's authorized share capital

On March 16, 2007 the authorized shares capital was increased as follows :-

Authorized common stock consist of 1,000,000,000 shares having a par value
of $0.001 per share






                                      7
<PAGE>



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

The following discussion and analysis should be read in conjunction with our
financial statements and notes to the financial statements included elsewhere
in this report as well as the Form 10 -SB registration statement. This report
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. We
intend that the forward-looking statements be subject to the safe harbors
created by those sections.

COMPANY OVERVIEW

The Company has been in the process of identifying and discussing strategic
merger or acquisitions.  The Company will need to raise substantial
additional capital to fund this strategy. The Company is seeking such
additional funds through private equity or debt financing. There can be no
assurance that such funding will be available on acceptable terms. The
Company's continued existence as a going concern is ultimately dependent upon
its ability to secure additional funding. The Company has no lines of credit
available at this time.

OPERATION

The Company has not been active since 2001. The losses for the 6 months
period ended June 30, 2008 was $843 for filing expenses. There was no revenue
for the 6 months period ended June 30, 2008.

ITEM 3 - CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed and summarized and is reported within the
time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure control procedures, no matter how
well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgement in evaluating the cost-benefit relationship
of possible controls and procedures.

As of the date of this report, the Company's management, including the
President ( principal executive officer ) and Chief Financial Officer,
carried out an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Exchange Act
Rule 13a - 14. Based upon the evaluation, the Company's President ( principal
executive officer ) and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the Company's periodic SEC
filings. There have been no significant changes in the Company's disclosure
controls and procedures or in other factors, which could significantly affect
disclosure controls subsequent to the date the Company's management carried
out its evaluation. During the period covered by this quarterly report on
Form 10 QSB, there was no change in our internal control over financial
reporting ( as defined in Rule 13a - 15 ( f ) under the Exchange Act ) that
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

                                     8
<PAGE>


PART 2. - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Neither the Company nor any of its officers, directors or greater than 10%
beneficial shareholders are involved in any litigation or legal proceedings
involving the business of the Company.

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

No unregistered securities were issued during the period covered by this
report.

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 ON FORM 8 - K

On, 2007 - Mr. Michael Burke was appointed as the new President, Director
and Secretary.


                                      9
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