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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2008

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

             For the transition period from __________ to __________

                       Commission File Number: 333-135213


                            SPRING CREEK CAPITAL INC.
             (Exact name of Registrant as specified in its charter)

              Nevada                                       98-0491567
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

      5190 Neil Road Suite 430
           Reno, NV, 89502                          Telephone: (604) 318-8282
(Address of principal executive offices)         (Registrant's telephone number,
                                                       including area code)

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

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

We had a total of 10,960,000  shares of common stock issued and  outstanding  at
November 19, 2008.

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

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

ITEM 1. FINANCIAL STATEMENTS.

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

                                       2
<PAGE>
                           SPRING CREEK CAPITAL CORP.
                         (An Exploration Stage Company)
                                  Balance Sheet
                             (Stated in US Dollars)


                                                              As of
                                                 September 30,      December 31,
                                                     2008              2007
                                                   ---------         ---------
                                                                     (Audited)
Assets

Current assets
  Cash                                             $      --         $      --
                                                   ---------         ---------
Total current assets                                      --                --

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

Liabilities

Current liabilities
  Accounts payable                                 $     500         $  18,655
  Due to a related party                                  --             5,000
                                                   ---------         ---------
Total current liabilities                                500            23,655

Total Liabilities                                        500            23,655
                                                   ---------         ---------

Stockholders' Equity
  Common Stock, $0.001 par value
   75,000,00 common shares authorized
   10,960,000 shares issued                           10,960            10,000
  Additional paid-in capital                         115,040            20,000
  Deficit accumulated during exploration stage      (126,500)          (53,655)
                                                   ---------         ---------
Total stockholders' equity                              (500)          (23,655)
                                                   ---------         ---------

Total liabilites and stockholders' equity          $      --         $      --
                                                   =========         =========


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                           SPRING CREEK CAPITAL CORP.
                         (An Exploration Stage Company)
                                Income Statement
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                              For the           For the          For the           For the
                                             three month       three month      nine month        nine month       From inception
                                            period ended      period ended     period ended      period ended    (May 11, 2006) to
                                            September 30,     September 30,    September 30,     September 30,      September 30,
                                                2008              2007             2008              2007               2008
                                             -----------       ----------       -----------       -----------        -----------
<S>                                          <C>               <C>              <C>               <C>                <C>
Revenue                                      $        --       $       --       $        --       $        --        $        --
                                             -----------       ----------       -----------       -----------        -----------
Expenses
  Recognition of an Impairment Loss
   (Mineral Claims)                                   --               --                --                --             20,000
  Accounting & Professional Fees                      --               --            72,845               200            106,500
                                             -----------       ----------       -----------       -----------        -----------
Total Expenses                                        --               --            72,845               200            126,500
                                             -----------       ----------       -----------       -----------        -----------

Provision for Income Tax                              --               --                --                --                 --
                                             -----------       ----------       -----------       -----------        -----------

Net Income (Loss)                            $        --       $       --       $   (72,845)      $      (200)       $  (126,500)
                                             ===========       ==========       ===========       ===========        ===========

Basic & Diluted (Loss) per Common Share          (0.0000)          (0.0000)          (0.007)           (0.000)
                                             -----------       -----------      -----------       -----------

Weighted Average Number of Common Shares      10,960,000        10,000,000       10,378,394        10,000,000
                                             -----------       -----------      -----------       -----------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                           SPRING CREEK CAPITAL CORP.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                   For the            For the
                                                  nine month         nine month         From inception
                                                 period ended       period ended      (May 11, 2006) to
                                                 September 30,      September 30,        September 30,
                                                     2008               2007                 2008
                                                  ----------         ----------           ----------
<S>                                                 <C>                  <C>             <C>
OPERATING ACTIVITIES
  Net income (loss)                               $  (72,845)        $     (200)          $ (126,500)
  Recognition of an Impairment Loss
   (Mineral Claims)                                       --                 --               20,000
  Accounts payable                                   (23,155)               200                  500
                                                  ----------         ----------           ----------
NET CASH USED IN OPERATING ACTIVITIES                (96,000)                --             (106,000)

INVESTING ACTIVITIES
  Purchase of mineral claim                               --                 --              (20,000)
                                                  ----------         ----------           ----------
NET CASH USED IN INVESTING ACTIVITIES                     --                 --              (20,000)

FINANCING ACTIVITIES
  Common shares issued to founders
   @ 0.001 per share                                      --                960               10,960
  Additional paid-in capital                              --             95,040              115,040
                                                  ----------         ----------           ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES             96,000                 --              126,000

Cash at beginning of period                               --                 --                   --
                                                  ----------         ----------           ----------
CASH AT END OF PERIOD                             $       --         $       --           $       --
                                                  ==========         ==========           ==========

Cash Paid For:
  Interest                                        $       --         $       --           $       --
                                                  ==========         ==========           ==========
  Income Tax                                      $       --         $       --           $       --

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

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                           SPRING CREEK CAPITAL CORP.
                         (An Exploration Stage Company)
                      Footnotes to the Financial Statements
               From Inception (May 11, 2006) to September 30, 2008
                             (Stated in US Dollars)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The  Company was  incorporated  under the laws of the State of Nevada on May 11,
2006.

The  Company  is  engaged in the  exploration  of  copper.  Efforts to date have
focused on the Quadra Copper Project.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a December 31 year-end.

b. Revenue Recognition

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists,  goods  delivered,  the  contract  price is fixed or  determinable,  and
collectibility is reasonably assured.

c. Income Taxes

The Company  prepares its tax returns on the accrual basis. The Company accounts
for income taxes under the Statement of Financial  Accounting Standards No. 109,
"Accounting for Income Taxes"  ("Statement  109"). Under Statement 109, deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective 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.  Under Statement 109, the effect on deferred tax assets
and  liabilities  of a change in tax rates is recognized in income in the period
that includes the enactment date.

d. Use of Estimates

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

e. Assets

The company has no cash as of September 30, 2008.

                                       6
<PAGE>
f. Mineral Property

In 2006 the  Company  purchased  mining  claims  located  in the  Quadra  Copper
Property on Quadra Island in the Nanaimo  Mining  Division  about 10 km north of
Campbell River,  Vancouver Island. It comprises two mineral claims containing 33
cell claim units totalling 683.743 hectares.

The   anticipated   costs   of  this   development   are   presented   in  three
results-contingent stages.

Phase 1

Reconnaissance  geological  mapping,   prospecting  and  rock  sampling  for  an
estimated cost of $25,000.

Phase 2

Detailed geological mapping and rock sampling, grid construction,  soil and silt
geochemical  survey,  IP survey,  establish  drill and trenching  targets for an
estimated cost of $75,000.

Phase 3

1000 metres of diamond drilling including geological supervision, assays, report
and other ancillary costs for $100,000, totalling $250,000.

In  accordance  with  FASB  No.  89  paragraph  14  "Additional   Disclosure  by
Enterprises  with Mineral  Resources  Assets" the Company since inception (March
23, 2006) has yet to  establish  proven or probable  mining  reserves and has no
quantities of proved mineral  reserves or probable mineral  reserves.  Moreover,
the Company has not purchased or sold proved or probable minerals reserves since
inception.  Due to the fact that we have no proven or probable  mining  reserves
the Company will record our exploration and development  costs within  operating
expenses, as opposed to capitalizing those costs.

g. Income

Income  represents  all of the  company's  revenue  less all its expenses in the
period  incurred.  The Company has no revenues as of September  30, 2008 and has
paid  expenses of $126,500  since  inception.  For the  nine-month  period ended
September 30, 2008 it has incurred expenses of $72,845

In  accordance  with FASB/ FAS 142 option 12,  paragraph 11  "Intangible  Assets
Subject to Amortization",  a recognized intangible asset shall be amortized over
its useful life to the  reporting  entity  unless that life is  determined to be
indefinite.  If an intangible  asset has been has a finite useful life,  but the
precise  length  of that  life is not  known,  that  intangible  asset  shall be
amortized over the best estimate of its useful life. The method of  amortization
shall reflect the pattern in which the economic benefits of the intangible asset
are  consumed  or  otherwise  used  up.  If  that  pattern  cannot  be  reliable
determined,  a  straight-line  amortization  method shall be used. An intangible
asset shall not be written  down or off in the period of  acquisition  unless it
becomes impaired during that period.

The  Company  has  determined  that  its  property  is to be held  and  used for
impairment,  as per  SFAS  144:  "Accounting  for the  Impairment  of  Long-Live
Assets."  Impairment is the condition that exists when the carrying  amount of a
long-lived  asset (asset group) exceeds its fair value. An impairment loss shall
be recognized  only if the carrying  amount of a long- lived asset (asset group)
is not  recoverable  and  exceeds  its fair  value.  The  carrying  amount  of a
long-lived  asset (asset group) is not  recoverable if it exceeds the sum of the

                                       7
<PAGE>
undisclosed cash flows expected to result from the use and eventual  disposition
of the asset (asset group).  Our determination is based on the Company's current
period  operating loss combined with the Company's  history of operating  losses
and our projection  that  demonstrates  continuing  losses  associated  with the
mineral property.

In accordance with FASB 144, 25, "An impairment loss recognized for a long-lived
asset  (asset  group)  to be held and used  shall be  included  in  income  from
continuing  operations before income taxes in the income statement of a business
enterprise  and  in  income  from  continuing  operations  in the  statement  of
activities of a not-for-profit organization.  If a subtotal such as "income from
operations" is presented, it shall include the amount of that loss." The Company
has recognized the impairment of a long-lived  asset by declaring that amount as
a loss in income from  operations in accordance with an  interpretation  of FASB
144.

h. Basic Income (Loss) Per Share

In accordance with SFAS No.  128-"Earnings Per Share", the basic loss per common
share is computed by dividing net loss available to common  stockholders  by the
weighted  average number of common shares  outstanding.  Diluted loss per common
share is  computed  similar  to basic  loss per  common  share  except  that the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the  additional  common  shares were  dilutive.  At September  30, 2008,  the
Company has no stock  equivalents  that were  anti-dilutive  and excluded in the
earnings per share computation.

i. Cash and Cash Equivalents

For purposes of the  statement of cash flows,  the company  considers all highly
liquid  investments  purchased  with maturity of three months or less to be cash
equivalents.

j. Liabilities

Liabilities  are  made up of  current  liabilities.  Current  liabilities  as of
September 30, 2008 are an accounts payable of $500.

Share Capital

a) Authorized:

75,000,000 common shares with a par value of $0.001

b) Issued:

The  company  issued  to the  founders  10,000,000  common  shares  of stock for
$30,000.  On June 14, 2008 the company issued 960,000 shares for $96,000.  As of
September  30,  2008,  there are ten million  nine  hundred  and sixty  thousand
(10,960,000) shares issued and outstanding at a value of $0.001 per share

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

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

                                       8
<PAGE>
k. Advertising Costs

The  Company's  policy  regarding  advertising  is to expense  advertising  when
incurred.  The Company had not incurred any advertising  expense as of September
30, 2008.

NOTE 3 - GOING CONCERN

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

As shown in the accompanying  financial  statements,  the Company has incurred a
net loss of $126,500 for the period from March 23, 2006 (inception) to September
30,  2008 and has not  generated  any  revenues.  The  future of the  Company is
dependent  upon its  ability  to obtain  financing  and upon  future  profitable
operations  from the development of  acquisitions.  Management has plans to seek
additional capital through a private placement and public offering of its common
stock. The financial  statements do not include any adjustments  relating to the
recoverability  and  classification  of recorded  assets,  or the amounts of and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

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

FORWARD LOOKING STATEMENTS.

The information in this discussion  contains  forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  These  forward-looking   statements  involve  risks  and  uncertainties,
including  statements  regarding  Spring Creek Capital Corp. 's (the  "Company")
capital needs,  business  strategy and  expectations.  Any statements  contained
herein  that  are  not  statements  of  historical  facts  may be  deemed  to be
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may",  "will",  "should",  "expect",  "plan",
"intend",  "anticipate",   "believe",  "estimate",   "predict",  "potential"  or
"continue",  the negative of such terms or other comparable terminology.  Actual
events or results may differ  materially.  In evaluating these  statements,  you
should consider various factors,  including the risks outlined below,  and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement.  The  Company  disclaims  any  obligation  to publicly  update  these
statements,  or disclose  any  difference  between its actual  results and those
reflected  in these  statements.  The  information  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company"
Spring Creek Capital Corp.  unless  otherwise  indicated.  All dollar amounts in
this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW.

Spring Creek Capital Corp. ("Spring Creek" or the "Company") was organized under
the laws of the State of Nevada on May 11, 2006,  to explore  mining  claims and
property in North America.

The Company's property,  known as the Quadra Copper Property on Quadra Island in
the  Nanaimo  Mining  Division  about 10 km north of Campbell  River,  Vancouver
Island. It comprises two mineral claims containing 33 cell claim units totalling
683.743 hectares.

We are an  exploration  stage  company and we have not  realized any revenues to
date.  We do not have  sufficient  capital to enable us to commence and complete
our  exploration  program.  We will  require  financing  in order to conduct the
exploration program described in the section entitled, "Business of the Issuer."

We are not a "blank  check  company,"  as we do not intend to  participate  in a
reverse acquisition or merger transaction. A "blank check company" is defined by
securities  laws as a development  stage  company that has no specific  business
plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition  with an  unidentified  company or companies,  or other entity or
person.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2008.

The accompanying  financial  statements show that the Company has incurred a net
loss of $126,500 from  inception to September 30, 2008 and has not yet generated
any revenues that can offset operating expenses.  We anticipate that we will not
earn revenues until such time as we have entered into commercial production,  if
any, of our mineral properties. We are presently in the exploration stage of our

                                       10
<PAGE>
business  and we can provide no  assurance  that we will  discover  commercially
exploitable levels of mineral resources on our properties,  or if such resources
are  discovered,  that we will enter into  commercial  production of our mineral
properties.

LIQUIDITY AND FINANCIAL CONDITION.

Based on our current  operating plan, we do not expect to generate  revenue that
is sufficient to cover our expenses for at least the next year. In addition,  we
do not have sufficient  cash and cash  equivalents to execute our operations for
the next  year.  We will need to obtain  additional  financing  to  operate  our
business for the next twelve months. We will raise the capital necessary to fund
our  business  through a private  placement  and public  offering  of our common
stock.  Additional  financing,  whether through public or private equity or debt
financing,  arrangements  with shareholders or other sources to fund operations,
may not be available,  or if available,  may be on terms unacceptable to us. Our
ability to maintain  sufficient  liquidity  is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership  percentage  of  our  existing  shareholders  would  be  reduced.  New
investors  may  demand  rights,  preferences  or  privileges  senior to those of
existing  holders of our common  stock.  Debt  incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose  restrictions on our operations.  If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially  adversely affected and we could be
forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS.

We  have  no  significant  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
stockholders.

INFLATION.

In the opinion of  management,  inflation  has not had a material  effect on our
operations.

CONSULTANTS.

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

PATENTS AND TRADEMARKS.

We do not own, either legally or beneficially, any patent or trademark.

REGISTRATION STATEMENT.

On June 22, 2006,  we filed a SB-1 with the Security and Exchange  Commission as
defined in Rule 12b-2 (ss.  240.12b-2)  of the  Securities  Exchange Act of 1934
(the "Exchange Act").  The purpose of this  registration was to register a class
of securities  under  Section 12 (g) of the Exchange  Act. In July of 2006,  The
Company filed an amendment to the registration statement on the form SB-1.

                                       11
<PAGE>
HOLDERS OF OUR COMMON STOCK.

As of September 30, 2008, we had 35 stockholder(s)  holding 10,960,000 shares of
our common stock.

DIVIDENDS.

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

     1.   We would not be able to pay our debts as they  become due in the usual
          course of business; or

     2.   Our total assets  would be less than the sum of our total  liabilities
          plus the  amount  that  would be  needed  to  satisfy  the  rights  of
          shareholders who have preferential  rights superior to those receiving
          the distribution.

We have not declared any  dividends  and we do not plan to declare any dividends
in the foreseeable future.

DESCRIPTION OF PROPERTY.

Our principal office is located at 5190 Neil Road Suite 430, Reno, NV, 89502.

ITEM 3. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS

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

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

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

                                       12
<PAGE>
CHANGES IN INTERNAL CONTROLS.

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

                           PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

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

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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

 3(i)      Articles of Incorporation of the Company dated May 11, 2006. (1)

 3(ii)     By-laws of the Company. (1)

 31.1      Certification  by Chief Executive  Officer and acting Chief Financial
           Officer  required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
           Act. *

 32.1      Certification  by Chief  Executive  Officer  acting  Chief  Financial
           Officer  required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange
           Act and Section  1350 of Chapter 63 of Title 18 of the United  States
           Code. *

----------
*    Filed herewith.
(1)  Incorporated  by reference to the Company's  Registration  Statement  filed
     with the SEC on Form SB-1 on June 22, 2006.

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<PAGE>
                                   SIGNATURES

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

Date: November 19, 2008

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


By: /s/ Sharon Farris                   Chief Executive Officer,                    November 19, 2008
   -------------------------------      Chief Financial Officer,
   Sharon Farris                        President, Secretary, Treasurer
                                        and Director (Principal Executive
                                        Officer and Principal Accounting Officer)
</TABLE>

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