##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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(Mark One)

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

For the quarterly period ended June 30, 2007



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-1365354



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EXPEDITION LEASING, INC.

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



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 20-1112910                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

20711 Sterlington Drive, Land O Lakes, Florida 34638

(Address of principal executive offices)

Issuers telephone number: (813) 833-7525



(Former name, former address and former fiscal year, if changed since last report)



---

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

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

The registrant had 25,229,800 shares of common stock, par value $0.00001 per share, outstanding as of August 20, 2007.

Transitional Small Business Disclosure Format    Yes ̈No  x



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##### Table of Contents

TABLE OF CONTENTS



|        |  |                                                                                                                                                                                      |  |     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|        |  |                                                                                                                                                                                      |  | PAGE
|PART I  |  | FINANCIAL INFORMATION                                                                                                                                                                |  |     
|        |  |                                                                                                                                                                                     
|Item 1. |  | Financial Statements.                                                                                                                                                                |  | 1   
|        |  |                                                                                                                                                                                     
|        |  | Consolidated Balance Sheet As of June 30, 2007 (unaudited)                                                                                                                           |  | 1   
|        |  |                                                                                                                                                                                     
|        |  | Consolidated Statements of OperationsThree and six months ended June 30, 2007 and 2006 (unaudited) and the period May 12, 2004 (date of inception) through June 30, 2007 (unaudited) |  | 2   
|        |  |                                                                                                                                                                                     
|        |  | Consolidated Statement of Changes in Stockholders Deficit (unaudited)                                                                                                               |  | 3   
|        |  |                                                                                                                                                                                     
|        |  | Consolidated Statements of Cash FlowsSix Months ended June 30, 2007 and 2006 (unaudited) Inception to date (unaudited)                                                               |  | 4   
|        |  |                                                                                                                                                                                     
|        |  | Notes to Consolidated Financial Statements                                                                                                                                           |  | 5-11
|        |  |                                                                                                                                                                                     
|Item 2. |  | Managements Discussion and Analysis or Plan of Operation                                                                                                                            |  | 12  
|        |  |                                                                                                                                                                                     
|Item 3. |  | Controls and Procedures                                                                                                                                                              |  | 15  
|        |  |                                                                                                                                                                                     
|PART II |  | OTHER INFORMATION                                                                                                                                                                    |  |     
|        |  |                                                                                                                                                                                     
|Item 1. |  | Legal Proceedings                                                                                                                                                                    |  | 16  
|        |  |                                                                                                                                                                                     
|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                          |  | 16  
|        |  |                                                                                                                                                                                     
|Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                      |  | 16  
|        |  |                                                                                                                                                                                     
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                                                                                  |  | 16  
|        |  |                                                                                                                                                                                     
|Item 5. |  | Other Information                                                                                                                                                                    |  | 16  
|        |  |                                                                                                                                                                                     
|Item 6. |  | Exhibits                                                                                                                                                                             |  | 16  



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##### Table of Contents

PART I FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Consolidated Financial
Statements

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

For the Three and Six Months Ended
June 30, 2007 and June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30, 2007 (unaudited)





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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30,
2007 (unaudited)

Contents



|                                                            |  |     
|----------------------------------------------------------- |  | ----
|Consolidated Financial Statements:                          |  |     
|Consolidated Balance Sheet                                  |  | 1   
|Consolidated Statements of Operations                       |  | 2   
|Consolidated Statements of Changes in Stockholders Deficit |  | 3   
|Consolidated Statements of Cash Flows                       |  | 4   
|Notes to Consolidated Financial Statements                  |  | 5-13





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##### Table of Contents

Expedition Leasing, Inc. & Subsidiary

(A Development Stage Enterprise)

Consolidated Balance Sheet

As of June 30, 2007

(unaudited)



|                                                                                                         |  |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | - | -------- | -
|ASSETS                                                                                                   |  |   |          |  
|Current assets                                                                                           |  |   |          |  
|Cash                                                                                                     |  | $ | 13,073   |  
|Rent and Lease receivable                                                                                |  |   | 6,035    |  
|                                                                                                         |  |   |          |  
|Total current assets                                                                                     |  |   | 19,108   |  
|Lease Assets, net of accumulated depreciation of $23,515                                                 |  |   | 27,683   |  
|                                                                                                         |  |   |          |  
|TOTAL ASSETS                                                                                             |  |   | 46,791   |  
|                                                                                                         |  |   |          |  
|LIABILITIES & STOCKHOLDERS DEFICIT                                                                      |  |   |          |  
|Liabilities                                                                                              |  |   |          |  
|Current liabilities                                                                                      |  |   |          |  
|Accounts payable and accrued expenses, including related party of $20,000                                |  | $ | 41,112   |  
|Accrued salaries - shareholder                                                                           |  |   | 20,000   |  
|Loan from related party                                                                                  |  |   | 100,000  |  
|                                                                                                         |  |   |          |  
|Total current liabilities                                                                                |  |   | 161,112  |  
|Stockholders deficit                                                                                    |  |   |          |  
|Preferred stock - par value $0.01 50,000,000 shares authorized No shares issued or outstanding           |  | $ |         |  
|Common stock - par value $0.00001 100,000,000 shares authorized 25,229,800 shares issued and outstanding |  |   | 252      |  
|Additional paid-in capital                                                                               |  |   | 116,998  |  
|Deficit accumulated during the development stage                                                         |  |   | (231,571 | )
|                                                                                                         |  |   |          |  
|Total stockholders deficit                                                                              |  |   | (114,321 | )
|                                                                                                         |  |   |          |  
|TOTAL LIABILITIES & STOCKHOLDERS DEFICIT                                                                |  | $ | 46,791   |  
|                                                                                                         |  |   |          |  

|                                                                                      |  |  
|------------------------------------------------------------------------------------- |  | -
|The accompanying notes are an integral part of the consolidated financial
statements. |  | 1



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##### Table of Contents

Expedition Leasing, Inc. & Subsidiary

(A Development Stage Enterprise)

Consolidated Statements of Operations

(Unaudited)



|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|---------------------------------------- | ------------- | ---------------------------------------------------- | ---------- | ---- | ----------------------------------- | - | ---------- | --------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | - |  | - | ---------- | -
|                                         |               | For the PeriodMay 12, 2004(date of inception)through |            |      | For the three months ended June 30, |   |            | For the six months ended June 30, | 
|                                         | June 30, 2007 |                                                      |            | 2007 |                                     |   | 2006       |                                   |  | 2007 |            |   | 2006 |  
|Revenue                                  |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Rent                                     |               | $                                                    | 32,190     |      |                                     | $ | 4,793      |                                   |  | $    | 2,400      |   |      | $ | 7,990      |   |  | $ | 4,800      |  
|Interest                                 |               |                                                      | 5,016      |      |                                     |   |            |                                   |  |      | 1,177      |   |      |   |            |   |  |   | 2,901      |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Total revenue                            |               |                                                      | 37,206     |      |                                     |   | 4,793      |                                   |  |      | 3,577      |   |      |   | 7,990      |   |  |   | 7,701      |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Expenses                                 |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Automobile expense                       |               |                                                      | 229        |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Bank service charges                     |               |                                                      | 175        |      |                                     |   | 70         |                                   |  |      |            |   |      |   | 70         |   |  |   | 60         |  
|Depreciation                             |               |                                                      | 24,847     |      |                                     |   | 3,770      |                                   |  |      | 1,753      |   |      |   | 6,195      |   |  |   | 3,482      |  
|Interest expense                         |               |                                                      | 19,320     |      |                                     |   | 2,000      |                                   |  |      | 2,000      |   |      |   | 4,000      |   |  |   | 4,000      |  
|Licenses, permits and fees               |               |                                                      | 1,668      |      |                                     |   | 52         |                                   |  |      |            |   |      |   | 352        |   |  |   | 300        |  
|Loss on Impairment                       |               |                                                      | 5,688      |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Organization costs                       |               |                                                      | 16,578     |      |                                     |   | 2,343      |                                   |  |      | 155        |   |      |   | 2,661      |   |  |   | 155        |  
|Salaries                                 |               |                                                      | 152,400    |      |                                     |   | 4,350      |                                   |  |      | 1,350      |   |      |   | 8,700      |   |  |   | 2,800      |  
|Professional fees                        |               |                                                      | 48,050     |      |                                     |   | 6,000      |                                   |  |      | 43,929     |   |      |   | 21,000     |   |  |   | 60,311     |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Total expense                            |               |                                                      | 268,955    |      |                                     |   | 18,585     |                                   |  |      | 49,187     |   |      |   | 42,978     |   |  |   | 71,108     |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Net ordinary loss                        |               |                                                      | (231,749   | )    |                                     |   | (13,792    | )                                 |  |      | (45,610    | ) |      |   | (34,988    | ) |  |   | (63,407    | )
|Other Income                             |               |                                                      | 178        |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Net loss                                 |               | $                                                    | (231,571   | )    |                                     | $ | (13,792    | )                                 |  | $    | (45,610    | ) |      | $ | (34,988    | ) |  | $ | (63,407    | )
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Net loss per share                       |               | $                                                    | (0.01      | )    |                                     | $ | (0.00      | )                                 |  | $    | (0.00      | ) |      | $ | (0.00      | ) |  | $ | (0.00      | )
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  
|Weighted average number of common shares |               |                                                      | 24,079,363 |      |                                     |   | 25,229,800 |                                   |  |      | 25,099,165 |   |      |   | 25,229,800 |   |  |   | 25,053,392 |  
|                                         |               |                                                      |            |      |                                     |   |            |                                   |  |      |            |   |      |   |            |   |  |   |            |  



|                                                                                       |  |  
|-------------------------------------------------------------------------------------- |  | -
|The accompanying notes are an integral part of these consolidated financial statements |  | 2



---

##### Table of Contents

Expedition Leasing, Inc. & Subsidiary

(A Development Stage Enterprise)

Consolidated Statements of Changes in Stockholders Deficit

For the Period May 12, 2004 (date of
inception)

through June 30, 2007



|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  
|---------------------------------------------------------------------------------- |  | ------------ |  | --------------------------------------------- |  | -------- | --- | ------------------------ | - | ------- | ----- | - | -------- | - |  | - | -------- | -
|                                                                                   |  | Common Stock |  | Deficitaccumulatedduring
thedevelopment stage |  |          |     |                         
|                                                                                   |  | Date         |  | Shares                                        |  | Parvalue |     | Additionalpaid incapital |   |         | Total |  
|Beginning balance                                                                  |  |             |  |                                              |  |          |    |                          |   |        |       |   |         |   |  |   |         |  
|Initial issuance of stock at $0.00001 per share                                    |  | 5/12/04      |  | 20,000,000                                    |  | $        | 200 |                          | $ |        |       | $ |         |   |  | $ | 200      |  
|Initial issuance of stock at $0.00001 per share                                    |  | 8/12/04      |  | 2,750,000                                     |  |          | 28  |                          |   | 27,472  |       |   |          |   |  |   | 27,500   |  
|Net loss for the Period May 12, 2004 (date of inception) through December 31, 2004 |  |              |  |                                               |  |          |     |                          |   |         |       |   | (57,228  | ) |  |   | (57,228  | )
|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  
|Balance on December 31, 2004                                                       |  |              |  | 22,750,000                                    |  |          | 228 |                          |   | 27,472  |       |   | (57,228  | ) |  |   | (29,528  | )
|Sale of stock for cash at $0.01 per share                                          |  | 3/21/05      |  | 850,000                                       |  |          | 8   |                          |   | 8,492   |       |   |          |   |  |   | 8,500    |  
|Sale of stock for cash at $0.01 per share                                          |  | 5/23/05      |  | 1,400,000                                     |  |          | 14  |                          |   | 13,986  |       |   |          |   |  |   | 14,000   |  
|Net loss for the year ended December 31, 2005                                      |  |              |  |                                               |  |          |     |                          |   |         |       |   | (34,738  | ) |  |   | (34,738  | )
|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  
|Balance on December 31, 2005                                                       |  |              |  | 25,000,000                                    |  |          | 250 |                          |   | 49,950  |       |   | (91,966  | ) |  |   | (41,766  | )
|Issuance of stock for compensation at $0.01 per share                              |  | 1/26/06      |  | 10,000                                        |  |          | 0   |                          |   | 100     |       |   |          |   |  |   | 100      |  
|Sale of stock for cash at $0.25 per share                                          |  | 4/24/06      |  | 40,000                                        |  |          | 0   |                          |   | 10,000  |       |   |          |   |  |   | 10,000   |  
|Sale of stock for cash at $0.25 per share                                          |  | 5/11/06      |  | 53,800                                        |  |          | 1   |                          |   | 13,449  |       |   |          |   |  |   | 13,450   |  
|Sale of stock for cash at $0.25 per share                                          |  | 5/17/06      |  | 26,000                                        |  |          | 0   |                          |   | 6,500   |       |   |          |   |  |   | 6,500    |  
|Issuance of stock for compensation at $0.25 per share                              |  | 6/14/06      |  | 100,000                                       |  |          | 1   |                          |   | 24,999  |       |   |          |   |  |   | 25,000   |  
|Waiver of interest on stockholders note                                            |  |              |  |                                               |  |          |     |                          |   | 8,000   |       |   |          |   |  |   | 8,000    |  
|Net loss for the year ended December 31, 2006                                      |  |              |  |                                               |  |          |     |                          |   |         |       |   | (104,617 | ) |  |   | (104,617 | )
|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  
|Balance on December 31, 2006                                                       |  |              |  | 25,229,800                                    |  | $        | 252 |                          | $ | 112,998 |       | $ | (196,583 | ) |  | $ | (83,333  | )
|Waiver of interest on stockholders note (unaudited)                                |  |              |  |                                               |  |          |     |                          |   | 4,000   |       |   |          |   |  |   | 4,000    |  
|Net loss for the six months ended June 30, 2007 (unaudited)                        |  |              |  |                                               |  |          |     |                          |   |         |       |   | (34,988  | ) |  |   | (34,988  | )
|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  
|Balance on June 30, 2007                                                           |  |              |  | 25,229,800                                    |  | $        | 252 |                          | $ | 116,998 |       | $ | (231,571 | ) |  | $ | (114,321 | )
|                                                                                   |  |              |  |                                               |  |          |     |                          |   |         |       |   |          |   |  |   |          |  



|                                                                                      |  |  
|------------------------------------------------------------------------------------- |  | -
|The accompanying notes are an integral part of the consolidated financial statements. |  | 3



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##### Table of Contents

Expedition Leasing, Inc. & Subsidiary

(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

(unaudited)



|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------- | -------- | - | ------------------------------------ | - | ------- | ------------------------------------ |  | - | ------- | -
|                                                                                          |  | For the Period May 12, 2004(date of inception) throughJune 30, 2007 |          |   | For theSix months endedJune 30, 2007 |   |         | For theSix months endedJune 30, 2006 | 
|OPERATING ACTIVITIES                                                                      |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Net loss                                                                                  |  | $                                                                   | (231,571 | ) |                                      | $ | (34,988 | )                                    |  | $ | (63,407 | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Stock issued for compensation                                                             |  |                                                                     | 25,100   |   |                                      |   |         |                                      |  |   | 25,100  |  
|Waiver of interest on stockholder note                                                    |  |                                                                     | 12,000   |   |                                      |   | 4,000   |                                      |  |   | 4,000   |  
|Depreciation expense                                                                      |  |                                                                     | 24,847   |   |                                      |   | 6,195   |                                      |  |   | 3,482   |  
|Impairment Loss                                                                           |  |                                                                     | 5,688    |   |                                      |   |         |                                      |  |   |         |  
|(Increase) decrease in:                                                                   |  |                                                                     | 0        |   |                                      |   |         |                                      |  |   |         |  
|Rent and Lease receivable                                                                 |  |                                                                     | (6,035   | ) |                                      |   | (5,767  | )                                    |  |   | 27,458  |  
|Prepaid Expenses                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   | 6,311   |  
|Increase (decrease) in:                                                                   |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Accrued salaries - shareholder                                                            |  |                                                                     | 20,000   |   |                                      |   |         |                                      |  |   |         |  
|Deferred interest income                                                                  |  |                                                                     |          |   |                                      |   |         |                                      |  |   | (2,902  | )
|Accounts payable and accrued expenses                                                     |  |                                                                     | 41,112   |   |                                      |   | (2,652  | )                                    |  |   | 9,001   |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Net cash (used in) provided by operating activities                                       |  |                                                                     | (108,859 | ) |                                      |   | (33,212 | )                                    |  |   | 9,043   |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|INVESTING ACTIVITIES                                                                      |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Purchase of lease assets                                                                  |  |                                                                     | (58,468  | ) |                                      |   | (16,135 | )                                    |  |   |         |  
|Sale of leased assets                                                                     |  |                                                                     | 250      |   |                                      |   |         |                                      |  |   | 250     |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Net cash (used in) provided by investing activities                                       |  |                                                                     | (58,218  | ) |                                      |   | (16,135 | )                                    |  |   | 250     |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|FINANCING ACTIVITIES                                                                      |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Proceeds from loan from related party                                                     |  |                                                                     | 150,000  |   |                                      |   |         |                                      |  |   |         |  
|Repayment of loan from related party                                                      |  |                                                                     | (50,000  | ) |                                      |   |         |                                      |  |   |         |  
|Issuance of common stock                                                                  |  |                                                                     | 80,150   |   |                                      |   |         |                                      |  |   | 29,950  |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Net cash provided by financing activities                                                 |  |                                                                     | 180,150  |   |                                      |   |        |                                      |  |   | 29,950  |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Net cash increase (decrease) for periods                                                  |  |                                                                     | 13,073   |   |                                      |   | (49,347 | )                                    |  |   | 39,243  |  
|Cash at beginning of periods                                                              |  |                                                                     |         |   |                                      |   | 62,420  |                                      |  |   | 18,954  |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Cash at end of periods                                                                    |  | $                                                                   | 13,073   |   |                                      | $ | 13,073  |                                      |  | $ | 58,197  |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Supplemental disclosure of cash flow information and noncash financing activities:        |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Cash paid for interest                                                                    |  | $                                                                   | 7,320    |   |                                      | $ |        |                                      |  | $ |        |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  
|Cash paid for income taxes                                                                |  | $                                                                   |         |   |                                      | $ |        |                                      |  | $ |        |  
|                                                                                          |  |                                                                     |          |   |                                      |   |         |                                      |  |   |         |  

|                                                                                      |  |  
|------------------------------------------------------------------------------------- |  | -
|The accompanying notes are an integral part of the consolidated financial
statements. |  | 4



---

##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2007 and
June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30, 2007 (unaudited)



|1. | Business and Summary of Significant Accounting Policies
|-- | -------------------------------------------------------



|(a) | About the Company
|--- | -----------------

Expedition Leasing, Inc. and its
wholly owned subsidiary, Expedition Holdings, Inc. (collectively the Company), were formed as Florida corporations on May 12, 2004. Expedition Holdings, Inc. was formed as a wholly owned subsidiary of Expedition Leasing, Inc. to
hold the lease equipment and service the lease contracts. The accompanying consolidated financial statements include the consolidated balances of both companies. The Company initially plans to obtain additional capital through the issuance of its
common stock but will consider other equity type securities and debt instruments to increase working capital.



|(b) | Development Stage Enterprise
|--- | ----------------------------

The Company has been in the
development stage since its formation on May 12, 2004. It has primarily engaged in initial leasing operations while raising capital to carry out its business plan. The Company expects to continue to incur significant operating losses and to
generate negative cash flow from operating activities while it develops its customer base and establishes itself in the marketplace. The Companys ability to eliminate operating losses and to generate positive cash flow from operations in the
future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or
sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on its debt obligations.



|(c) | Nature of the Business
|--- | ----------------------

The Company is an equipment,
machinery, and vehicles leasing company dedicated to purchasing such assets from third parties and leasing them to individuals or businesses, pursuant to lease contracts. The Company will usually service the lease contracts directly, but in some
cases, the Company may sell off leases to a third party finance company when it can recognize a substantial profit on a transaction. The contracts will typically be operating leases with a term of one to three years. At the end of the lease, if the
lessee does not buy out the leased equipment, the Company will sell off the equipment at or around its expected residual value when possible.



|(d) | Use of Estimates
|--- | ----------------

The Company prepares its consolidated
financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to,
long-lived assets, recoverability of prepaid expenses, valuation on deferred tax assets and allowance for doubtful accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These
evaluations are performed and adjustments are made, as information is available. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.



|(e) | Revenue Recognition
|--- | -------------------

The Company is the lessor for both
operating and direct financing leases. For operating leases, the Company recognizes rent revenue over the lease term on a straight-line accrual basis, which coincides with the lease invoicing. For direct-financing leases, the Company recognizes
interest revenue according to the lease amortization schedule. Lease initiation fees and termination fees are recognized over the lease term, however if of an immaterial nature, are recognized upon invoicing, which is done at either the inception or
termination of a lease, if any. Initiation and termination fees are intended to compensate the Company for the processing work and costs involved at the respective times of lease initiations and terminations.



5



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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30, 2007 (unaudited)



|1. | Business and Summary of Significant Accounting Policies (continued)
|-- | -------------------------------------------------------------------



|(f) | Cash
|--- | ----

As of June 30, 2007, the Company had $13,073 in
cash with which to satisfy any future cash requirements. The Company maintains its cash in bank deposit accounts, which at times, can exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes
it is not exposed to any significant credit risk on cash and cash equivalents. For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or designated for equipment or vehicle
acquisitions, and certificates of deposit that have an original maturity of three months or less when purchased, to be cash equivalents.



|(g) | Leased Assets
|--- | -------------

Leased assets are recorded at cost. This
cost, assuming no residual value, is depreciated using the straight-line method over the estimated useful lives of the assets, generally two to five years. For income tax purposes, the Company uses the accelerated method of depreciation without
assigning any salvage value to the tax basis of the assets. Maintenance and repairs are charged to expense when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and
related accumulated depreciation account are relieved, and any gain or loss is included in operations.



|(h) | Impairment of Leased Assets
|--- | ---------------------------

Periodically, the Company assesses
the recoverability of its leased assets. During 2005, the Company recorded an impairment loss of $5,688 on a vehicle, which is noted in the accompanying consolidated statement of operations. The impairment loss represents the excess of the carrying
amount of the vehicle as of December 31, 2005 over its fair value, which was based on a quoted salvage value. The vehicle was sold during the year ended December 31, 2006 for the quoted salvage value of $250.



|(i) | Sales Tax Liability
|--- | -------------------

Sales tax is charged and due with each
invoice. Sales tax is recorded as a liability when invoiced and is paid to the state.



|(j) | Deferred Tax Assets and Liabilities
|--- | -----------------------------------

Deferred tax assets
and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. 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 as income in the period that included the enactment date.



|(k) | Equity Issuances
|--- | ----------------

The Company completed a private placement
during May 2006, raising $29,950 in equity financing at a price of $0.25 per share. The Company issued 119,800 shares of common stock, par value $0.00001, to 33 new investors.

The Company issued 10,000 shares of common stock, par value $0.00001 and a fair value of $.01, on January 26, 2006 as compensation to the officer. On June 14, 2006 the Company issued 100,000 shares of common
stock, par value $0.00001 and fair value of $.25, in exchange for legal services.



6



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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30, 2007 (unaudited)



|1. | Business and Summary of Significant Accounting Policies (continued)
|-- | -------------------------------------------------------------------



|(l) | Recently Issued Accounting Pronouncements
|--- | -----------------------------------------

In March 2006,
the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 156, Accounting for Servicing of Financial Assetsan amendment of FASB No. 140 (SFAS 156). SFAS 156
requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specified situations, such servicing assets or liabilities would be initially
measured at fair value, if practicable and subsequently measured at amortized value or fair value based upon an election of the reporting entity. SFAS 156 also specifies certain financial statement presentation and disclosures in connection with
servicing assets and liabilities. SFAS 156 is effective for fiscal years beginning after September 15, 2006 and may be adopted earlier but only if the adoption is in the first quarter of the fiscal year. The Company does not expect the adoption
of SFAS No. 156 to have a material impact on its financial condition or results of its consolidated operations.

In September 2006, the
Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately
disclosed by level within the fair hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The
Company does not expect the adoption of SFAS No. 157 to have a material impact on its financial condition or results of its consolidated operations.

In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS
No. 159 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. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15,
2007 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of SFAS No. 159 to have a material impact on its financial condition or results of its consolidated operations.



|(m) | Financial Reporting and Presentation
|--- | ------------------------------------

In the opinion of
management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three and six month periods ended June 30, 2007 and 2006 and the period May 12, 2004 (date of
inception) through June 30, 2007; (b) the financial position at June 30, 2007, and (c) cash flows for the six month period ended June 30, 2007 and 2006 and the period May 12, 2004 (date of inception) through June 30, 2007,
have been made.

The condensed financial statement and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in the financial statements prepared in accordance with accounting principals generally accepted in the United States of America have been omitted. The accompanying financial statements should be read in conjunction
with the financial statements for the years ended December 31, 2006 and 2005 and notes thereto in the Companys annual report on Form 10KSB for the year ended December 31, 2006, filed with the Securities and Exchange Commission on
March 19, 2007. Operating results for the quarter ended June 30, 2007 and for the period May 12, 2004 (date of inception) to June 30, 2007 are not necessarily indicative of the results that may be expected for the entire year.



7



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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)

and the Period May 12, 2004 (date of inception) through

June 30, 2007 (unaudited)



|2. | Subsequent Event
|-- | ----------------

On July 1, 2007 the loan from related party
matured. On July 10, 2007, the Company received notice from Total M.I.S., Inc. that the Companys wholly-owned subsidiary, Expedition Holdings, Inc., was in default for its loan obligation. The aggregate outstanding balance of the loan
obligation is $100,000, inclusive of principal and interest. The notice provided the Company thirty days to cure the default. The Company was unable to and failed to cure the default. Total M.I.S. is a corporation wholly owned by Edwin McGusty, our
majority shareholder.

On August 17, 2007, the Company agreed to transfer 100% of the common stock of our subsidiary, Expedition Holdings, to Total M.I.S.
in satisfaction of the outstanding debt. As of the date of the Settlement Agreement, the assets of Expedition Holdings consist of future lease payments due from third parties totaling $11,680, cash of $8,930, fixed assets valued at approximately
$26,000 (net of accumulated depreciation) and an outstanding inter-company receivable due from Expedition Leasing in the amount of $60,000 (the Trade Debt). In lieu of Total M.I.S. foreclosing on Expedition Holdingss assets, the
Company has agreed to transfer 100% of the outstanding shares of the common stock of Expedition Holdings to Total M.I.S in satisfaction of the outstanding debt in exchange for Total M.I.S.s agreement to cause Expedition Holdings to forbear
from any collection of the Trade Debt for a period of ninety (90) days from the date of the Settlement Agreement.

Since the Company could not secure
sufficient capital to repay the loans to Total M.I.S., the Company has been forced to abandon its leasing operations and business activities. The Company is currently seeking to identify a privately-held operating company that desires to become a
public company by combining with us via reverse merger or some other form of transaction. The Company is seeking a target that demonstrates potential long-term growth, rather than short-term earnings.

Unaudited proforma financial information is presented as if the transaction, described above, had occurred prior to the period ended June 30, 2007. The operations are
not presented as discontinued operations, since there is no differentiating segment or entity information. The proforma information is as follows:

Expedition Leasing, Inc.

(A Development Stage Enterprise)

Proforma Balance Sheet

(Unaudited)



|                                                                                               |  |                                        |          |   |                                     |   |          |  
|---------------------------------------------------------------------------------------------- |  | -------------------------------------- | -------- | - | ----------------------------------- | - | -------- | -
|                                                                                               |  | For the six months ended June 30,
2007 |          |   | For the year endedDecember 31, 2006 |  
|ASSETS                                                                                         |  |                                        |          |   |                                     |   |          |  
|Current assets                                                                                 |  |                                        |          |   |                                     |   |          |  
|Cash                                                                                           |  | $                                      | 7,979    |   |                                     | $ | 3,383    |  
|                                                                                               |  |                                        |          |   |                                     |   |          |  
|Total current assets                                                                           |  |                                        | 7,979    |   |                                     |   | 3,383    |  
|                                                                                               |  |                                       
|Other Assets                                                                                   |  |                                        | 100      |   |                                     |   | 100      |  
|                                                                                               |  |                                        |          |   |                                     |   |          |  
|                                                                                               |  |                                       
|TOTAL ASSETS                                                                                   |  |                                        | 8,079    |   |                                     |   | 3,483    |  
|                                                                                               |  |                                        |          |   |                                     |   |          |  
|                                                                                               |  |                                       
|LIABILITIES & STOCKHOLDERS DEFICIT                                                            |  |                                        |          |   |                                     |   |          |  
|Liabilities                                                                                    |  |                                        |          |   |                                     |   |          |  
|Current liabilities                                                                            |  |                                        |          |   |                                     |   |          |  
|Accounts payable and accrued expenses                                                          |  | $                                      | 41,000   |   |                                     | $ | 43,708   |  
|Accrued salaries - shareholder                                                                 |  |                                        | 20,000   |   |                                     |   | 20,000   |  
|Deferred interest income                                                                       |  |                                        |         |   |                                     |   |         |  
|Loan from related party                                                                        |  |                                        | 60,000   |   |                                     |   | 20,000   |  
|                                                                                               |  |                                        |          |   |                                     |   |          |  
|Total current liabilities                                                                      |  |                                        | 121,000  |   |                                     |   | 83,708   |  
|                                                                                               |  |                                       
|Stockholders deficit                                                                          |  |                                        |          |   |                                     |   |          |  
|Preferred stock - par value $0.01 50,000,000 shares authorized No shares issued or outstanding |  | $                                      |         |   |                                     | $ |         |  
|Common stock - par value $0.00001                                                              |  |                                        |          |   |                                     |   |          |  
|100,000,000 shares authorized 25,229,800 shares issued and outstanding                         |  |                                        | 252      |   |                                     |   | 252      |  
|Additional paid-in capital                                                                     |  |                                        | 104,998  |   |                                     |   | 104,998  |  
|Deficit accumulated during the development stage                                               |  |                                        | (218,171 | ) |                                     |   | (185,475 | )
|                                                                                               |  |                                        |          |   |                                     |   |          |  
|Total stockholders deficit                                                                    |  |                                        | (112,921 | ) |                                     |   | (80,225  | )
|                                                                                               |  |                                       
|TOTAL LIABILITIES & STOCKHOLDERS DEFICIT                                                      |  | $                                      | 8,079    |   |                                     | $ | 3,483    |  
|                                                                                               |  |                                        |          |   |                                     |   |          |  

Expedition Leasing, Inc.

(A Development Stage Enterprise)

Proforma Statements of Operations

(Unaudited)



|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|---------------------------------------- |  | -------------------------------------------------------------------- | ---------- | - | -------------------------------------- | - | ---------- | ----------------------------------- |  | - | ---------- | -
|                                         |  | For the periodMay 12, 2004
(date of inception) through June 30, 2007 |            |   | For the six months ended June 30,
2007 |   |            | For the year endedDecember 31, 2006 | 
|Revenue                                  |  | $                                                                    | 27,397     |   |                                        | $ |           |                                     |  | $ |           |  
|                                         |  |                                                                      |           
|Expenses                                 |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|Depreciation                             |  |                                                                      | 21,077     |   |                                        |   |            |                                     |  |   |            |  
|Interest                                 |  |                                                                      | 17,320     |   |                                        |   |           |                                     |  |   |           |  
|Licenses, permits and other              |  |                                                                      | 8,030      |   |                                        |   | 335        |                                     |  |   | 472        |  
|Organization costs                       |  |                                                                      | 14,235     |   |                                        |   | 2,661      |                                     |  |   | 11,989     |  
|Salaries                                 |  |                                                                      | 42,050     |   |                                        |   | 8,700      |                                     |  |   | 10,500     |  
|Professional fees                        |  |                                                                      | 148,050    |   |                                        |   | 21,000     |                                     |  |   | 79,811     |  
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|Total expense                            |  |                                                                      | 250,762    |   |                                        |   | 32,696     |                                     |  |   | 102,772    |  
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|                                         |  |                                                                      |           
|Net ordinary loss                        |  |                                                                      | (218,349   | ) |                                        |   | (32,696    | )                                   |  |   | (102,772   | )
|                                         |  |                                                                      |           
|Other Income                             |  |                                                                      | 178        |   |                                        |   |            |                                     |  |   |            |  
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|Net loss                                 |  | $                                                                    | (218,171   | ) |                                        | $ | (32,696    | )                                   |  | $ | (102,772   | )
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|                                         |  |                                                                      |           
|Net loss per share                       |  | $                                                                    | 0.00       |   |                                        | $ | (0.00      | )                                   |  | $ | (0.00      | )
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  
|                                         |  |                                                                      |           
|Weighted average number of common shares |  |                                                                      | 24,079,363 |   |                                        |   | 25,229,800 |                                     |  |   | 25,142,321 |  
|                                         |  |                                                                      |            |   |                                        |   |            |                                     |  |   |            |  



8



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##### Table of Contents

|3. | Going Concern
|-- | -------------

The accompanying financial statements have been
prepared assuming the Company will continue as a Going Concern. The Company incurred a net loss of $34,988, $63,407 and $231,571 for the six months ended June 30, 2007 and June 30, 2006, and for the period May 12, 2004 (date of
inception) through the period ended June 30, 2007, respectfully. As of June 30, 2007, the Company had $13,073 of cash with which to satisfy any future cash requirements but had negative $142,004 of working capital.

The Company is exposed to credit risk in the event of default by any of its customers to the extent that the difference in the resale or liquidation value of the leased
asset is less than the depreciated carrying amount of the fixed asset on the accompanying consolidated balance sheet in addition to any write-off of rent receivables.

These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of
its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Companys control and that may have a
direct bearing on operating results include, but are not limited to, acceptance of the Companys business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to grow
the business. There may be other risks and circumstances that management may be unable to predict.

The accompanying consolidated financial statements do
not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.



|4. | Income Taxes
|-- | ------------

There is no current or deferred income tax expense or
benefit allocated to continuing operations for the quarters ended June 30, 2007 and June 30, 2006 or for the period May 12, 2004 (date of inception) through June 30, 2007. The Company has provided a full valuation allowance
related to the realizability of the deferred tax asset. The valuation allowance is based on evidence that the deferred tax asset will more likely than not, not be realized. Such valuation allowance may be increased or decreased in the future based
on the likelihood of achieving future taxable earnings.

The income tax provision differs from the amount of tax determined by applying the federal
statutory rate as follows:



|                                          |  |                                                            |         |   |                           |   |         |                           |  |   |         |  
|----------------------------------------- |  | ---------------------------------------------------------- | ------- | - | ------------------------- | - | ------- | ------------------------- |  | - | ------- | -
|                                          |  | Period May 12,2004 (date ofinception) throughJune 30, 2007 |         |   | Period EndedJune 30, 2007 |   |         | Period EndedJune 30, 2006 | 
|Income tax provision at statutory rate    |  | $                                                          | (71,935 | ) |                           | $ | (11,896 | )                         |  | $ | (14,827 | )
|Increase (decrease) in income tax due to: |  |                                                            |         |   |                           |   |         |                           |  |   |         |  
|State income taxes net                    |  |                                                            | (7,680  | ) |                           |   | (1,270  | )                         |  |   | (1,583  | )
|All other                                 |  |                                                            |         |   |                           |   |         |                           |  |   | 859     |  
|Change in valuation allowance             |  |                                                            | 79,615  |   |                           |   | 13,166  |                           |  |   | 15,551  |  
|                                          |  |                                                            |         |   |                           |   |         |                           |  |   |         |  
|                                          |  | $                                                          | 0       |   |                           | $ | 0       |                           |  | $ | 0       |  
|                                          |  |                                                            |         |   |                           |   |         |                           |  |   |         |  



9



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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements



|4. | Income Taxes (continued)
|-- | ------------------------

Net deferred tax assets and liabilities
were comprised of the following:



|                                             |  |   |         |  
|-------------------------------------------- |  | - | ------- | -
|Deferred tax asset (liability), current:     |  |   |         |  
|Accrued salary                               |  | $ | 7,526   |  
|Valuation allowance                          |  |   | (7,526  | )
|                                             |  |   |         |  
|                                             |  | $ | 0       |  
|                                             | 
|Deferred tax asset (liability), non-current: |  |   |         |  
|Net operating loss                           |  | $ | 70,589  |  
|Property and equipment                       |  |   | 1,500   |  
|Valuation allowance                          |  |   | (72,089 | )
|                                             |  |   |         |  
|                                             |  | $ | 0       |  
|                                             |  |   |         |  

The Company has not recognized an income tax benefit for its operating losses generated since inception based on
uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary
differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

As of June 30, 2007, the Company had available net operating loss carryforwards of approximately $174,000. Of this amount, approximately $37,000,
$31,000, and $106,000 will expire in 2024, 2025, and 2026, respectively.



|5. | Related Party Disclosure
|-- | ------------------------



|(a) | Accrued Salaries  Shareholder
|--- | ------------------------------

The Company accrued
$5,000 per month in compensation for its original director and officer, who is also the founding shareholder, from May through August 2004. As of June 30, 2007, the Company owes the balance of the accrued $20,000. In September, 2004, a new
president was elected to carry out the business plan of the Company.



|(b) | Loan from Related Party
|--- | -----------------------

The Company had an outstanding
loan from a company related by common ownership. As of June 30, 2007, the Company owed a balance of $100,000. The company related by common ownership has agreed to waive the interest fees on and after January 1, 2006. Although the interest is
permanently waived, management recognizes the economic effect and continues to expense the interest and offsets the additional paid-in capital account. The term of the loan is three years from inception on June 30, 2004. The note becomes
payable upon demand at maturity (July 1, 2007) or earlier in the case of a change in ownership control or other stated conditions. Additionally, the amount may be paid down as other financing is secured by the Company. The loan is secured by the
assets of the subsidiary through a security agreement in the event of a default. Subsequent to period end, the note was settled (See Note 2).



|(c) | Lease to Related Party
|--- | ----------------------

The Company entered into an
operating lease with a company related by common ownership on August 5, 2004. The term of the lease is for 36 months and the monthly payments are $250, plus applicable tax. The lease accounted for $750 in rent revenue for the quarters ended
June 30, 2007 and 2006. Rent revenue of $8,750 was recognized for the period May 12, 2004 (date of inception) through June 30, 2007.



|(d) | Office Space and Equipment
|--- | --------------------------

The Company has had limited
need for use of office space or equipment. Any use of office space or equipment supplied by related parties has, thus far, been immaterial. There has been no charge or cost accrual for any usage by the Company as of June 30, 2007.



|(e) | Comparability with Third Party Agreements
|--- | -----------------------------------------

The amounts and
terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.



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##### Table of Contents

Expedition Leasing, Inc. and Subsidiary

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements



|6. | Future Minimum Revenues
|-- | -----------------------

As of June 30, 2007, the future
minimum revenue due from lease contracts in effect amounts to:



|                     |  |   |      
|-------------------- |  | - | -----
|Year Ending June 30, |  |  
|2007                 |  | $ | 6,285
|2008                 |  |   | 3,345
|                     |  |   |      
|                     |  | $ | 9,630
|                     |  |   |      



|7. | Concentration of Credit Risk
|-- | ----------------------------

The Company is exposed to credit risk
in the event of default by any of its customers to the extent that the difference in the resale or liquidation value of the leased asset is less than the depreciated carrying amount of the fixed asset on the accompanying consolidated balance sheet
in addition to any write-off of rent receivables.



|8. | Major Customers
|-- | ---------------

The Company had three major customers for the
quarters ended June 30, 2007 and June 30, 2006, and three major customers for the period May 12, 2004 (date of inception) through June 30, 2007. The three major customers for the quarter ended June 30, 2007 were the same
customers that existed during the quarter ended June 30, 2006. The customers noted above accounted for 100% of the Companys revenue for all periods presented.



11



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis or Plan of Operation
|------- | ---------------------------------------------------------

Cautionary Notice Regarding Forward Looking Statements

In connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (the Reform Act), we are hereby providing cautionary statements identifying important factors which could cause our actual results to differ materially from those projected in forward-looking statements made herein.
Any statements which express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions of future events or performance are not statements of historical facts and may be forward-looking. These forward-looking statements are
based largely on our expectations and are subject to a number of risks and uncertainties, including but not limited to, economic, competitive, regulatory, growth strategies, available financing and other factors discussed elsewhere in this report
and in documents we have filed with the SEC. Many of these factors are beyond our control. Actual results could differ materially from the forward-looking statements made. In light of these risks and uncertainties, there can be no assurance that the
results anticipated in the forward-looking information contained in this report will, in fact, occur.

Any forward-looking statement speaks only as of the
date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements.

General

On July 10, 2007, the Company received notice from Total M.I.S., Inc. (Total M.I.S.) that the Companys wholly-owned subsidiary, Expedition
Holdings, Inc. (Expedition Holdings), was in default under two secured promissory notes held by Total M.I.S. (See Item 5. Other Information). The aggregate outstanding balance of the two secured promissory notes totals
$100,000, inclusive of principal and interest. The notice provided the Company thirty days to cure the default. The Company failed to cure the default. Total M.I.S. is wholly owned by Edwin McGusty, our majority shareholder.

On August 17, 2007, the Company agreed to transfer 100% of the common stock of our subsidiary, Expedition Holdings, to Total M.I.S. in satisfaction of the
outstanding debt. As part of the settlement agreement, the Company also will repay its existing obligation of $60,000 to Expedition Holdings.

Since the
Company could not secure sufficient capital to repay the loans to Total M.I.S., the Company has been forced to abandon its leasing operations and business activities. The Company is currently seeking to identify a privately-held operating company
that desires to become a public company by combining with us via reverse merger or some other form of transaction. The Company is seeking a target that demonstrates potential long-term growth, rather than short-term earnings. The Company has not
entered into a definitive agreement with any party concerning an acquisition or merger.

Jerry Keller, our sole officer and director, will be primarily
responsible for identifying acquisition opportunities. However, we believe that prospects also may come to our attention from a variety of sources, including professional advisors such as attorneys and accountants, securities broker-dealers and
venture capitalists.

While the Company is seeking to identify a privately-held operating company that desires to become a public company, there can be no
assurance that the Company will be successful in locating or acquiring a desirable target. Furthermore, there can be no assurance that any acquisition will be on terms that are favorable to the Company or its current stockholders.

Certain types of business acquisition transactions may be completed without requiring approval of the Companys stockholders. If the proposed transaction is
structured in a fashion that does not require approval of the Companys stockholders, our stockholders (other than Ed McGusty, our majority stockholder) will not be provided with financial or other information relating to the candidate prior to
the completion of the transaction. If a proposed transaction is structured in a manner that requires approval of the Companys stockholders, we will be required to provide our stockholders with information required under Sections 14A and 14C of
the Exchange Act.



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The analysis of acquisition opportunities will be undertaken by or under the supervision of Jerry Keller, our President
and sole director. In analyzing potential candidates, our management will consider, among other things, the following factors:



| |  |  | Potential for future earnings;
| | - |  | ------------------------------



| |  |  | Eligibility of a candidate, following the transaction, to qualify its securities for listing on a national exchange or on a national automated securities quotation
system, such as NASDAQ;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The candidates historical results of operation;
| | - |  | ------------------------------------------------



| |  |  | The candidates liquidity and availability of capital resources;
| | - |  | ----------------------------------------------------------------



| |  |  | The competitive position of the candidate compared to other companies of similar size and experience in the industry;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | The candidates amount of debt and contingent liabilities; and
| | - |  | --------------------------------------------------------------



| |  |  | The products and/or services and marketing concepts of the candidate.
| | - |  | ---------------------------------------------------------------------

There is no single factor that will be controlling in the selection of a candidate. Our management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon all available
data. Potential candidates can be found in many different industries and at various stages of development, all of which will make the task of analyzing each opportunity difficult and complex. Since the Company has limited capital available for
investigation and we are dependent on one person, Jerry Keller, we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.

Results of Operations

The following discussion examines the results of the Companys operations for the three
and six month periods ended June 30, 2006 and June 30, 2007. This discussion of our financial condition and results of operations should be read in conjunction with our financial statements, included herewith. This discussion should not be
construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best
present assessment by our management. Historical financial information is that of the Company on a consolidated basis with our wholly-owned subsidiary, Expedition Holdings, Inc. It is imperative that one read the notes to the financial statements
included in this report.

HISTORICAL RESULTSPERIODS ENDED JUNE 30, 2007 AND JUNE 30, 2006

Revenues. Overall revenues for the three month periods ended June 30, 2006 and June 30, 2007 were $3,577 and $4,793, respectively. Revenues for
this period have increased primarily due to the addition of a third operating lease. Revenues for the six month periods ended June 30, 2006 and June 30, 2007 were $7,701 and $7,990, respectively. Revenues for this period have increased
primarily due to the addition of a third operating lease.



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General and Administrative Expenses. General and administrative expenses for the three month periods ended
June 30, 2006 and June 30, 2007 were $49,187 and $18,585, respectively. These general and administrative expenses have decreased primarily because of a decrease in professional accounting and legal fees. Management, however, believes that
professional accounting and legal fees will remain significant because, as a reporting company, the Company is required to comply with the reporting requirements of the Securities and Exchange Act of 1934. General and administrative expenses for the
six month periods ended June 30, 2006 and June 30, 2007 were $71,108 and $42,978, respectively. These general and administrative costs have decreased primarily because of a decrease in professional accounting and legal fees.

Net Income (Loss). The net loss for the three month periods ended June 30, 2006 and June 30, 2007 were $45,610 and $13,792, respectively. The
decrease in net loss for the three month period ended June 30, 2007 is primarily due to a decrease in professional accounting and legal fees, despite higher salaries paid to the Companys officer. The net loss for the six month periods
ended June 30, 2006 and June 30, 2007 were $63,407 and $34,988, respectively. The decrease in net loss for the six month period ended June 30, 2007 is primarily due to a decrease in professional accounting and legal fees, despite
higher salaries paid to the Companys officer.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in our annual report, filed on Form 10-KSB, that
they have substantial doubt we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Liquidity and Capital
Resources

As of June 30, 2007, we had cash on hand of $13,073 and negative working capital of $142,004. Although the current rate at which we use
capital can vary greatly from month to month, we are currently expending approximately $5,000 per month to sustain our minimal operations. A large portion of these expenses are related to the Companys efforts to have its common stock quoted on
the OTCBB and to locate a potential merger candidate. Based on the current rate at which we are using capital, we have cash sufficient to continue our current minimal operations for the next three months. If we do not locate a potential merger
candidate within the next six months, we may be forced to discontinue our operations entirely.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosures of contingent assets and liabilities. For a description of those estimates, see Note 1, Business and Summary of Significant Accounting Policies, contained in the explanatory notes to our financial statements for the
quarter ended June 30, 2007 contained in this Form 10-QSB. On an ongoing basis, we evaluate our estimates, including those related to reserves, deferred tax assets and valuation allowance, and impairment of long-lived assets. We base our
estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Recent Accounting Pronouncements

In March 2006, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 156, Accounting for Servicing of Financial Assetsan amendment of FASB No. 140 (SFAS 156).



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##### Table of Contents

SFAS 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a
servicing contract in specified situations, such servicing assets or liabilities would be initially measured at fair value, if practicable and subsequently measured at amortized value or fair value based upon an election of the reporting entity.
SFAS 156 also specifies certain financial statement presentation and disclosures in connection with servicing assets and liabilities. SFAS 156 is effective for fiscal years beginning after September 15, 2006 and may be adopted earlier but only
if the adoption is in the first quarter of the fiscal year. The Company does not expect the adoption of SFAS No. 156 to have a material impact on its financial condition or results of its consolidated operations.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information
used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of SFAS No. 157 to have a material impact on its financial condition or results of its consolidated
operations.

In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 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. SFAS No. 159 is
effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of SFAS No. 159 to have a
material impact on its financial condition or results of its consolidated operations.



|Item 3. | Controls and Procedures
|------- | -----------------------

DisclosureControls and Internal
Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Management did not use a framework to conduct the required evaluation of the effectiveness of our internal control over financial reporting since, in the view of management, comparison with a framework was unwarranted because the size of the
Companys current operations are such that management is aware of all current transactions. An evaluation was conducted under the supervision and with the participation of the Companys management, including the President (Principal
Executive Officer) and Treasurer (Principal Accounting and Financial Officer), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of the quarterly period ending June 30, 2007 covered by this Quarterly Report on Form 10-QSB. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the
Companys disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion does not relate to reporting periods after June 30, 2007.

Inherent Limitations of the Effectiveness of Internal Control

A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no
evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

Changes in Internal Control
over Financial Reporting

The Companys management, including the President (Principal Executive Officer) and Treasurer (Principal Accounting and
Financial Officer), confirm that there was no change in the Companys internal control over financial reporting during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.



15



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##### Table of Contents

PART II OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Subsequent to June 30, 2007
the Company defaulted in the payment of principal, in the amount of $100,000, on a promissory note held by Total M.I.S., Inc., a company wholly owned by Edwin McGusty, our majority shareholders. The Company was unable to cure the default within the
agreed time.

This is further discussed in Part II, item 5 of this section.

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

None.



|Item 5. | Other Information
|------- | -----------------

On July 10, 2007, the Company received
notice from Total M.I.S., Inc. (Total M.I.S.) that the Companys wholly-owned subsidiary, Expedition Holdings, Inc. (Expedition Holdings), was in default under two secured promissory notes held by Total M.I.S. The
aggregate outstanding balance of the two secured promissory notes totals $100,000, inclusive of principal and interest. The notice provided the Company thirty days to cure the default. The Company failed to cure the default. Total M.I.S. is wholly
owned by Edwin McGusty, our majority shareholder.

On August 17, 2007, the Company agreed to transfer 100% of the common stock of our subsidiary,
Expedition Holdings, to Total M.I.S. in satisfaction of the outstanding debt. As of the date of the Settlement Agreement, the assets of Expedition Holdings consist of future lease payments due from third parties totaling $9,630, cash of $8,930,
fixed assets valued at approximately $26,000 (net of accumulated depreciation) and an outstanding inter-company receivable due from Expedition Leasing in the amount of $60,000 (the Trade Debt). In lieu of Total M.I.S. foreclosing on
Expedition Holdingss assets, the Company has agreed to transfer 100% of the outstanding shares of the common stock of Expedition Holdings to Total M.I.S in satisfaction of the outstanding debt in exchange for Total M.I.S.s agreement to
cause Expedition Holdings to forbear from any collection of the Trade Debt for a period of ninety (90) days from the date of the Settlement Agreement. A copy of the Settlement Agreement is filed as Exhibit 10.01 to this 10-QSB.



|Item 6. | Exhibits
|------- | --------



|        |  |                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                   
|3.01(1) |  | Articles of Incorporation of Expedition Leasing, Inc.                                                                                                         
|        | 
|3.02(1) |  | Articles of Amendment to Articles of Incorporation of Expedition Leasing, Inc.                                                                                
|        | 
|3.03(1) |  | Amended and Restated Articles of Incorporation of Expedition Leasing, Inc.                                                                                    
|        | 
|3.04(1) |  | Bylaws of Expedition Leasing, Inc.                                                                                                                            
|        | 
|10.01*  |  | Settlement Agreement dated August 17, 2007 by and between Expedition Leasing, Inc., Expedition Holdings, Inc. and Total M.I.S., Inc.                          
|        | 
|31.01*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a).                                                              
|        | 
|32.01*  |  | Certification of the Chief Executive Officer and Chief Financial Officer 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|        | 
|99.01*  |  | Pro-forma financial statements.                                                                                                                               

---

|(1) | Filed as an Exhibit to Form SB-2 filed with the Securities and Exchange Commission on June 30, 2006.
|--- | ----------------------------------------------------------------------------------------------------

|* | Filed herewith.
|- | ---------------



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SIGNATURE

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

Dated: August 24, 2007



EXPEDITION LEASING, INC.By

/s/ Jerry KellerJerry KellerPresident (Principal Executive Officer), Secretary
and Treasurer (Principal Accounting Officer)




17