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 June 30, 2008

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

            For the transition period from __________ to __________

                       Commission File Number: 333-135354


                             DENARII RESOURCES 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.)

           502 E. John Street
       Carson City, Nevada 89706                    Telephone: (604) 685-7552
(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 10,050,000  shares of common stock issued and  outstanding  at
July 31, 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 [ ]
<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 June 30,  2008 are not  necessarily  indicative  of the
results that may be expected for the full fiscal year.

                                       2
<PAGE>
                             DENARII RESOURCES INC.
                         (An Exploration Stage Company)
                                  Balance Sheet
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                      As of
                                                           June 30,          December 31,
                                                             2008               2007
                                                           --------           --------
                                                                              (Audited)
<S>                                                        <C>                <C>
Assets

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

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

Liabilities

Current liabilities
  Accounts payable                                         $ 15,181           $  9,601
                                                           --------           --------
Total current liabilities                                    15,181              9,601

Long term liabilities                                            --                 --
                                                           --------           --------

Total Liabilities                                            15,181              9,601
                                                           ========           ========
Equity
  100,000,00 Common Shares Authorized, 10,050,000
   Shares Issued at $0.001 Per Share                         12,000              7,950
  Additional paid-in capital                                 54,800             46,850
  Deficit accumulated during exploration stage              (81,981)           (64,401)
                                                           --------           --------
Total stockholders equity                                   (15,181)            (9,601)
                                                           --------           --------

Total liabilites and stockholders equity                   $     --           $     --
                                                           ========           ========
</TABLE>


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

                                       3
<PAGE>
                             DENARII RESOURCES INC.
                         (An Exploration Stage Company)
                                Income Statement
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                For the three month            For the six month
                                                   period ended                  period ended              From inception
                                            ---------------------------    --------------------------   (March 23, 2006) to
                                             June 30,         June 30,      June 30,        June 30,        December 31,
                                               2008             2007          2008            2007              2007
                                            ----------       ----------    ----------      ----------        ----------
<S>                                         <C>              <C>           <C>             <C>               <C>
Revenue                                     $       --       $       --    $       --      $       --        $       --
                                            ----------       ----------    ----------      ----------        ----------
Expenses
  Recognition of an Impairment Loss
   (Mineral Claims)                                 --               --            --              --            10,000
  Accounting & Professional Fees                15,855           20,075        17,580          23,844            71,981
                                            ----------       ----------    ----------      ----------        ----------
Total Expenses                                  15,855           20,075        17,580          23,844            81,981

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

Net Income (Loss)                           $  (15,855)      $  (20,075)   $  (17,580)     $  (23,844)       $  (81,981)
                                            ==========       ==========    ==========      ==========        ==========

Basic & Diluted (Loss) per Common Share         (0.002)          (0.003)       (0.002)         (0.003)
                                            ----------       ----------    ----------      ----------

Weighted Average Number of Common Shares     8,762,637        8,000,000     8,284,615       8,000,000
</TABLE>


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

                                       4
<PAGE>
                             DENARII RESOURCES INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                      For the three month            For the six month
                                                         period ended                  period ended              From inception
                                                  ---------------------------    --------------------------   (March 23, 2006) to
                                                   June 30,         June 30,      June 30,        June 30,        December 31,
                                                     2008             2007          2008            2007              2007
                                                   ---------       ---------      ---------      ---------          --------
<S>                                               <C>              <C>           <C>             <C>               <C>
OPERATING ACTIVITIES
  Net income (loss)                                $ (15,855)      $ (20,075)     $ (17,580)     $ (23,844)        $(81,981)
  Recognition of an Impairment Loss
   (Mineral Claims)                                                                      --             --           10,000
  Accounts payable                                     3,855          20,075          5,580         23,844           15,181
                                                   ---------       ---------      ---------      ---------         --------
NET CASH USED IN OPERATING ACTIVITIES                (12,000)             --        (12,000)            --          (56,800)

INVESTING ACTIVITIES
  Purchase of mineral claim                               --              --             --             --          (10,000)
                                                   ---------       ---------      ---------      ---------         --------
NET CASH USED IN INVESTING ACTIVITIES                     --              --             --             --          (10,000)

FINANCING ACTIVITIES
  Common shares issued at founders
   @ 0.001 per share                                   2,000              --          2,100             --           10,548
  Additional paid-in capital                          10,000              --          9,900             --           56,252
                                                   ---------       ---------      ---------      ---------         --------
NET CASH PROVIDED BY FINANCING ACTIVITIES             12,000              --         12,000             --           66,800

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>
                             DENARII RESOURCES INC.
                         (An Exploration Stage Company)
                      Footnotes to the Financial Statements
                From Inception (March 23, 2006) to June 30, 2008
                             (Stated in US Dollars)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     Denarii  Resources,   Inc.  ("Denarii  Resources"  or  the  "Company")  was
     organized  under  the laws of the  State of  Nevada  on March  23,  2006 to
     explore mining claims and property in North America.

     Our property,  known as the McNab  Molybdenum  Property,  is located on the
     west side of Howe Sound near the  headwaters of McNab Creek,  approximately
     40 km northwest of Vancouver,  BC. The McNab Molybdenum  property comprises
     two  mineral  claims  containing  16 cell  claim  units  totalling  334.809
     hectares.

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 June 30, 2008.

                                       6
<PAGE>
     Mineral Property

     In 2006 the Company purchased mining claims located in the McNab Molybdenum
     Property,  located near the headwaters of McNab Creek,  approximately 40 km
     northwest of  Vancouver,  BC. Access to the property is presently via water
     or helicopter. The property consists of 334.809 hectares

     The company plans to development these claims by performing  reconnaissance
     geological mapping, prospecting and rock sampling. Further development will
     include  sample   drilling  and  reporting  of  drilling   results.   These
     development costs are estimated to be approximately  $250,000.  The company
     will have to raise money to cover these development and exploratory costs.

     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.

     f. Income

     Income represents all of the company's revenue less all its expenses in the
     period  incurred.  The  Company has no revenues as of June 30, 2008 and has
     paid  expenses of $81,981 since  inception.  For the six month period ended
     June 30, 2008 it has incurred expenses of $17,580.

     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 McNab Molybdenum 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 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 McNab Molybdenum.

                                       7
<PAGE>
     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.

                                                     For the six month
                                                       period ended
                                                         June 30,
                                                           2008
                                                        ----------

            Revenue                                     $       --
                                                        ----------
            Expenses
              Recognition of an Impairment Loss
               (Mineral Claims)                                 --
              Accounting & Professional Fees                17,580
                                                        ----------
            Total Expenses                                  17,580

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

            Net Income (Loss)                           $  (17,580)
                                                        ==========

     g. 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 June 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 include
     accounts payable of $15,181 as of June 30, 2008.

                                       8
<PAGE>
     Share Capital

     a) Authorized:

     100,000,000 common shares with a par value of $0.001

     b) Issued:

     The company  issued to the founders  8,000,000  common  shares of stock for
     $10,000. On October 3, 2007, 298,000 of these common shares where cancelled
     for a net of  founders  shares of  7,502,000.  The net per share  costs was
     $0.00013333. The company has had multiple private placements. The first was
     on July 1, 2007,  250,000 common shares for $25,000 at $0.10 per share. The
     second on September  28, 2007,  198,000  common shares for $19,800 at $0.10
     per share.  The third  private  placement  was on June 2, 2008 for  100,000
     common  shares for  $10,000 at $0.10 per share.  The  company  also  issued
     2,000,000 shares on June 2, 2008 to the director for services.

     As of June 30,  2008,  there are Ten Million  Fifty  Thousand  (10,050,000)
     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.

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 $81,981  for the period from March 23,  2006  (inception)  to
     June 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 Denarii Resources Inc. '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"
mean Denarii  Resources Inc. unless otherwise  indicated.  All dollar amounts in
this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW.

Denarii Resources Inc. ("Denarii" or the "Company") was organized under the laws
of the State of Nevada on March 23, 2006, to explore  mining claims and property
in North America.

The Company's property, known as McNabb Molybdenum,  is located on the west side
of Howe Sound near the headwaters of McNab Creek,  approximately 40 km northwest
of Vancouver,  BC. The McNabb Molybdenum  property  comprises two mineral claims
containing 16 cell claim units totalling 334.809 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.

                                       10
<PAGE>
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2008.

The accompanying  financial  statements show that the Company has incurred a net
loss of $17,580  for the six month  period  ended June 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 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.

                                       11
<PAGE>
REGISTRATION STATEMENT.

On June 27, 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.

HOLDERS OF OUR COMMON STOCK.

As of June 30, 2008, we had 177 stockholder(s)  holding 10,050,000 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.

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, Chris Lori.

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.

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.

                                       12
<PAGE>
                           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 June 30, 2008.

ITEM 5. OTHER INFORMATION.

None.

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

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

     3.1            Articles of Incorporation(1)

     3.2            Bylaws(1)

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

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

----------
(1)  Filed with the SEC as an exhibit  to our Form SB-1  Registration  Statement
     originally filed on March 23, 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: July 31, 2008

     Signature                       Title                             Date
     ---------                       -----                             ----


By: /s/ CHRIS LORI          Chief Executive Officer,               July 31, 2008
-------------------------   Chief Financial Officer,
Chris Lori                  President, Secretary, Treasurer
                            and Director (Principal Executive
                            Officer and Principal Accounting Officer)


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