**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




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




For
      the
      quarterly period ended **March
      31, 2008**




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




For
      the
      transition period from _______ to ________




Commission
      File No: **333-137210**





**DIET
      COFFEE, INC.**


(Exact
      name of issuer as specified in its charter)





**DELAWARE**
            **05-0630427**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)**134
                Cedar Street**
              **Nutley,
                NJ 07110**
              
              (Address
                of principal executive offices, including zip code)
              
              **(973)
                667-4026**


(Issuer’s
      telephone number)




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
o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: To be filed by amendment.




Transitional
      Small Business Disclosure Format (check one): Yes o No
x









**EXPLANATORY
      NOTE**





This
      quarterly report on Form 10-QSB does not contain all of the information required
      to be disclosed under the Securities Exchange Act of 1934, as amended, and
      the
      rules and regulations promulgated thereunder.  In particular, this
      quarterly report does not contain the financial statements required by Item
      310
      of Regulation S-B, management’s discussion and analysis required by Item 303 of
      Regulation S-B, disclosure controls and procedures required by Item 307 of
      Regulation S-B, internal control over financial reporting required by Item
      308
      of Regulation S-B, and certifications required under Rule 13a-14 of the
      Securities Exchange Act of 1934, as amended, and Section 1350 of the
      Sarbanes-Oxley Act of 2002.  The company intends to file an amendment to
      this quarterly report on Form 10-QSB to provide the missing information once
      it
      becomes available







**PART
      I - FINANCIAL INFORMATION**




**Item
              1.**
            **Financial
                Statements.**




We
      will
      file an amendment to this quarterly report to provide the financial statements
      required by Item 310 of Regulation S-B.




**Item
              2.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation.**





We
      will
      file an amendment to this quarterly report to provide management’s discussion
      and analysis or plan of operation as required by Item 303 of Regulation
      S-B.




**Item
              3.**
            **Controls
                and Procedures.**




We
      will
      file an amendment to this quarterly report to provide the disclosures relating
      to controls and procedures as required by Items 307 and 308 of Regulation
      S-B.




**PART
      II - OTHER INFORMATION**




**Item
              1.**
            **Legal
                Proceedings.**




On
      March
      26, 2007, Diet Coffee, Inc. (the “Company”) received a letter from the U.S.
      Federal Trade Commission (“FTC”) whereby the Company was informed that the FTC
      is conducting an investigation into advertising claims made for the Company’s
      weight loss product known as “Slim Coffee”. The purpose of the investigation was
      to determine whether the Company, in connection with its sales of Slim Coffee,
      engaged in unfair or deceptive acts or practices and false advertising. The
      FTC
      threatened to file a complaint in the United States District Court, Southern
      District of New York, alleging False Advertising, unless the Company and the
      FTC
      could reach a satisfactory resolution to the matter. A negotiated settlement
      has
      been reached with the FTC under which the Company, its officers and directors
      did not admit any wrongdoing. On October 5, 2007, the Company executed a
      stipulation to a final order and judgment in the amount of $923,910. The full
      amount of the judgment, and payment of any portion of it is suspended and cannot
      be reinstated so long as the Company abides by the reporting and monitoring
      requirements of the judgment; does not make false advertising claims in
      connection with any of its products in the future; and its past financial
      disclosures to the FTC were materially accurate. The Company expects stipulation
      will be executed by the FTC and filed with the United States District Court,
      Southern District of New York. The Company expects to comply with terms of
      the
      stipulation and does not anticipate incurring a liability for the
      judgment.





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




(a)  On
      May
      14, 2008, pursuant to an Exchange Agreement with a single accredited investor,
      we issued the following securities: (i) a 10% convertible promissory note in
      the
      principal amount of $134,759.45 with a maturity date of May 14, 2010 and a
      conversion rate of $0.001 per share (provided however that no conversions can
      be
      made which would result in holder owning more than 4.99% of our common stock
      such conversion.  and
      (ii)
      a 10% demand promissory note in principal amount of $21,027.40. These notes
      were
      issued in exchange for the cancellation of prior evidences of indebtedness
      owed
      by us to the investor. .The issuances were exempt pursuant to Section 3(a)(9)
      and/or Section 4(2) of the Securities Act of 1933, as amended and Rule 506
      thereunder.




1




(b)  None.





(c)  None.







**Item
      3.**  **Defaults
      Upon Senior Securities.**




None.




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




None.




**Item
      5.**  **Other
      Information.**




None.





**Item
      6.**  **Exhibits.**







10.1
            
            Exchange
                Agreement dated May 14, 200810.2
            
            Convertible
                Promissory Note dated May 14, 200810.3
            
            Demand
                Note dated May 14, 200831.1
            
            Certification
                of Adam J. Engel, President and Chief Financial Officer of Diet Coffee,
                Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302
                of
                the Sarbanes-Oxley Act of 2002. (1)32.1
            
            Certification
                of Adam J. Engel, President and Chief Financial Officer of Diet Coffee,
                Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906
                of
                the Sarbanes-Oxley Act of 2002 (1)


________


(1)
            To
                be filed by amendment.




2




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Small business issuer
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.






DIET
              COFFEE,
              INC.Dated:
              May 20, 2008
            By:
            /s/ Adam
              EngelAdam
                Engel
              President
                and Chief Executive Officer




3