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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended March 31, 2010

[   ] 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                | (949) 335-5159                 
|(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 61,900,000 shares of common stock issued and
outstanding at March 31, 2010.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

|[   ] | Large accelerated filer                                             | [   ] | Accelerated filer        
|----- | ------------------------------------------------------------------- | ----- | -------------------------
|[   ] | Non-accelerated filer (Do not check if a smaller reporting company) | [X]   | Smaller reporting company

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

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 March 31, 2010 are not necessarily indicative of the
results that may be expected for the full fiscal year.

1

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DENARII RESOURCES INC.(An exploration stage company)
Balance Sheets (Restated)

|                                                                                                                                                                                                                                                      |   | March 31   |   |   | December 31 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                                                                                                                                                                                                                      |   | 2010       |   |   | 2009        |  
|                                                                                                                                                                                                                                                      |   | (Restated) |   |   | (Audited)   |  
|ASSETS                                                                                                                                                                                                                                                |   |            |   |   |             |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Current Assets                                                                                                                                                                                                                                        |   |            |   |   |             |  
|Cash                                                                                                                                                                                                                                                  | $ | -          |   | $ | -           |  
|Prepaid Expense (Note 6)                                                                                                                                                                                                                              |   | 93,334     |   |   |             |  
|Total
      Current Assets                                                                                                                                                                                                                            |   | 93,334     |   |   |             |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Total Assets                                                                                                                                                                                                                                          |   | 93,334     |   |   | -           |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|LIABILITIES                                                                                                                                                                                                                                           |   |            |   |   |             |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Current Liabilities                                                                                                                                                                                                                                   |   |            |   |   |             |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Accounts
      Payable and Accruals                                                                                                                                                                                                                   |   | 29,486     |   |   | 19,067      |  
|Accounts Payable-related parties                                                                                                                                                                                                                      |   | 250,559    |   |   | 190,372     |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Total Current Liabilities                                                                                                                                                                                                                             |   | 280,045    |   |   | 209,439     |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Total Liabilities                                                                                                                                                                                                                                     |   | 280,045    |   |   | 209,439     |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                  |   |            |   |   |             |  
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|100,000,000
      Common Shares
      Authorized                                  61,900,000
      and 60,900,000 issued at March 31,
      2010                                  and
      December 31, 2009 respectively issued at $0.001 per share |   | 61,900     |   |   | 60,900      |  
|Additional
      Paid-in Capital                                                                                                                                                                                                                      |   | 352,900    |   |   | 213,900     |  
|Accumulated Deficit during the exploration stage                                                                                                                                                                                                      |   | (601,511   | ) |   | (484,239    | )
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Total Stockholders' Equity                                                                                                                                                                                                                            |   | (186,711   | ) |   | (209,439    | )
|                                                                                                                                                                                                                                                      |   |            |   |   |             |  
|Total Liabilities and Stockholders' Equity                                                                                                                                                                                                            |   | 93,334     |   |   | -           |  

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

2

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DENARII RESOURCES INC.(An exploration stage company)
Statements of Operations (Restated)

|                                                         |   | For the three |   |   | For the three |   |   | From inception   |  
|-------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ---------------- | -
|                                                         |   | month period  |   |   | month period  |   |   | (March 23, 2006) |  
|                                                         |   | ended         |   |   | ended         |   |   | through to       |  
|                                                         |   | March 31,     |   |   | March 31,     |   |   | March 31,        |  
|                                                         |   | 2010          |   |   | 2009          |   |   | 2010             |  
|                                                         |   |               |   |   |               |   |   |                  |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Revenue                                                  | $ | -             |   | $ | -             |   | $ | -                |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Expenses                                                 |   |               |   |   |               |   |   |                  |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Recognition of an
      Impairment Loss                  |   |               |   |   |               |   |   |                  |  
|(Mineral Claims)                                         |   | -             |   |   | -             |   |   | 10,000           |  
|Professional Fees -
      Related Parties                |   | -             |   |   | -             |   |   | 253,525          |  
|-
      Other (Note 6)                                   |   | 69,056        |   |   | 4,441         |   |   | 161,075          |  
|Management and
      Administration Fees - Related Party |   | 21,000        |   |   |               |   |   | 66,000           |  
|Rent - Related Party                                     |   | 7,500         |   |   | -             |   |   | 30,000           |  
|General
      Expenses-Related Party                     |   | 17,158        |   |   | -             |   |   | 60,951           |  
|General Expenses-Other                                   |   | 2,558         |   |   | -             |   |   | 19,960           |  
|Total
      Expenses                                     |   | 117,272       |   |   | 4,441         |   |   | 601,511          |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Net loss before provision for income tax                 |   | (117,272      | ) |   | (4,441        | ) |   | (601,511         | )
|                                                         |   |               |   |   |               |   |   |                  |  
|Provision for Income Tax                                 |   | -             |   |   | -             |   |   | -                |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Net Income (Loss)                                        | $ | (117,272      | ) | $ | (4,441        | ) | $ | (601,511         | )
|                                                         |   |               |   |   |               |   |   |                  |  
|Basic & Diluted (Loss) per Common Share                  | $ | (0.00         | ) | $ | (0.00         | ) |   |                  |  
|                                                         |   |               |   |   |               |   |   |                  |  
|Weighted Average Number of Shares                        |   | 61,466,667    |   |   | 60,440,000    |   |   |                  |  

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

3

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DENARII RESOURCES INC.(An exploration stage company)
Statements of Cash Flows (Restated)

|                                                                      |   | For the three |   |   | For the three |   |   |                  |  
|--------------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ---------------- | -
|                                                                      |   | month period  |   |   | month period  |   |   | From inception   |  
|                                                                      |   | ended         |   |   | ended         |   |   | (March 23, 2006) |  
|                                                                      |   | March 31,     |   |   | March 31,     |   |   | through to       |  
|                                                                      |   | 2010          |   |   | 2009          |   |   | March 31, 2010   |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|OPERATING ACTIVITIES                                                  |   |               |   |   |               |   |   |                  |  
|Net income (loss)                                                     | $ | (117,272      | ) | $ | (4,441        | ) | $ | (601,511         | )
|Recognition of an
      Impairment Loss (Mineral Claims)              |   | -             |   |   | -             |   |   | 10,000           |  
|Accounts payable                                                      |   | 10,419        |   |   | 3,821         |   |   | 29,486           |  
|Prepaid Expenses                                                      |   | (93,334       | ) |   |               |   |   | (93,334          | )
|Non-Cash Expenses                                                     |   | 140,000       |   |   | 620           |   |   | 350,000          |  
|Expenses Paid for by Related Party                                    |   | 60,187        |   |   |               |   |   | 231,204          |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|Net cash used in operating activities                                 |   | -             |   |   | -             |   |   | (74,155          | )
|                                                                      |   |               |   |   |               |   |   |                  |  
|INVESTING ACTIVITIES                                                  |   |               |   |   |               |   |   |                  |  
|Purchase of
      mineral claim                                       |   | -             |   |   | -             |   |   | (10,000          | )
|                                                                      |   |               |   |   |               |   |   |                  |  
|Net cash used
      in investing activities                           |   | -             |   |   | -             |   |   | (10,000          | )
|                                                                      |   |               |   |   |               |   |   |                  |  
|FINANCING ACTIVITIES                                                  |   |               |   |   |               |   |   |                  |  
|Loan from related party                                               |   | -             |   |   | -             |   |   | 19,355           |  
|Common
      shares issued for cash @ $0.001 per share                |   |               |   |   | -             |   |   | 48,300           |  
|Additional paid-in capital                                            |   | -             |   |   |               |   |   | 16,500           |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|Net cash provided by financing activities                             |   | -             |   |   | -             |   |   | 84,155           |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|NET INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS            |   | -             |   |   | -             |   |   | -                |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|CASH AND CASH
      EQUIVALENTS - BEGINNING OF PERIOD                 |   | -             |   |   | -             |   |   | -                |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|CASH AND CASH
      EQUIVALENTS - END OF PERIOD                       | $ | -             |   | $ | -             |   | $ | -                |  
|                                                                      |   |               |   |   |               |   |   |                  |  
|SUPPLEMENTAL DISCLOSURES OF
               NON-CASH
      ACTIVITIES: |   |               |   |   |               |   |   |                  |  
|Common stock
      issued for services                                |   | 139,000       |   |   | -             |   |   | 349,000          |  

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

4

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DENARII RESOURCES INC. (An Exploration Stage Company)
Condensed Footnotes to the Financial Statements From Inception (March
23, 2006) to March 31, 2010 (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 totaling 334.809
hectares.

The preparation of the financial statements in conformity with
generally accepted accounting principles in the United States of America
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. These are condensed notes and should be read in
conjunction with the audited financial statements from the year ending December
31, 2009.

On March 16, 2010 Stuart Carnie resigned as an officer and
director. On March 19, 2010 Dennis Lorrig was appointed as an officer and
director.

NOTE 2 - 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 $601,511 for the period from March 23, 2006
(inception) to March 31, 2010 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Advertising and Promotion Costs

The Company expenses advertising and promotion when incurred.
The company has incurred $105 in advertising and promotion cost in the quarter
ended March 31, 2010.

b. Recent Accounting Pronouncements

The Company has evaluated all of the recent accounting
pronouncements through ASU No. 2010-19, and feels that none of them will have a
material effect on the Companys financial statements.

5

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NOTE 4  SHARE CAPITAL

a) Authorized:

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

b) Issued:

On March 17, 2009 the Company completed a forward stock split
of its common stock on a ratio of six new shares for every one old share of the
Company (6:1). All references to issued common shares take into account the
forward stock split that has been retroactively stated.

On March 23, 2006 the company issued to the founders 48,000,000
common shares of stock for $10,000.The cost per share was $0.0002.

On October 3, 2007, 2,988,000 of these common shares were
cancelled for a net of founders shares of 45,012,000. The net per share costs
was $0.00013333.

The company had two private placements both at $0.0167 per
share. The first was on July 1, 2007, 1,500,000 common shares for $25,000 and
the second on September 28, 2007, 1,188,000 common shares for $19,800. As of
December 31, 2007, there are Forty Seven Million Seven Hundred Thousand
(47,700,000) shares issued and outstanding at a value of $0.001 per share.

On June 2, 2008 the company issued 600,000 shares at $0.0167
per share.

On June 2, 2008 the company issued 12,000,000 shares for
services valued at $200,000. The cost per share was $0.0167.

On March 11, 2009 the company issued 600,000 shares for
services valued at $10,000. The cost per share was $0.0167.

On February 09, 2010 the company issued 1,000,000 shares for
`services valued at $140,000. The cost per share was $0.140.

As of March 31, 2010, there were Sixty One Million Nine Hundred
Thousand (61,900,000) 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 5  PAYABLE TO RELATED PARTY

The company owes $250,559 to related parties. The terms of the
payables are no interest and due on demand.

NOTE 6  RESTATEMENT FOOTNOTE

Due to an accounting error, the Company has restated its
Financials Statements for the quarter ended March 31, 2010 due to an incorrect
value put on shares issued for services.

6

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|BALANCE SHEETS                                     |  | Original |   |  | Change         |   |  | Restated |  
|-------------------------------------------------- |  | -------- | - |  | -------------- | - |  | -------- | -
|                                                   |  |          |   |  |                |   |  |          |  
|ASSETS                                             |  |          |   |  |                |   |  |          |  
|Current Assets                                     |  |          |   |  |                |   |  |          |  
|Prepaid Expense                                    |  | 11,133   |   |  | 82,201         |   |  | 93,334   |  
|                                                   |  |          |   |  |                |   |  |          |  
|TOTAL ASSETS                                       |  | 11,133   |   |  | 82,201         |   |  | 93,334   |  
|                                                   |  |          |   |  |                |   |  |          |  
|STOCKHOLDERS' EQUITY                               |  |          |   |  |                |   |  |          |  
|Common shares issued                               |  | 61,900   |   |  | -              |   |  | 61,900   |  
|Additional Paid in Capital                         |  | 229,600  |   |  | 123,300        |   |  | 352,900  |  
|Accumulated Deficit                                |  | (560,412 | ) |  | (41,099        | ) |  | (601,511 | )
|TOTAL STOCKHOLDERS' EQUITY                         |  | (268,912 | ) |  | 82,201         |   |  | (186,711 | )
|                                                   |  |          |   |  |                |   |  |          |  
|TOTAL LIABILITIES AND
      STOCKHOLDER'S EQUITY   |  | 11,133   |   |  | 82,201         |   |  | 93,334   |  
|                                                   |  |          |   |  |                |   |  |          |  
|STATEMENTS OF
      OPERATIONS                     |  |          |   |  |                |   |  |          |  
|                                                   |  |          |   |  |                |   |  |          |  
|OPERATING
      EXPENSES                           |  |          |   |  |                |   |  |          |  
|Mineral Claims                                     |  | -        |   |  |                |   |  | -        |  
|Professional Fees-Related Party - other (Note 6)   |  | 27,957   |   |  | 41,099         |   |  | 69,056   |  
|Management and Administration Fees - Related Party |  | 21,000   |   |  | -              |   |  | 21,000   |  
|Rent - Related Party                               |  | 7,500    |   |  | -              |   |  | 7,500    |  
|General Expenses - Related Party                   |  | 17,158   |   |  | -              |   |  | 17,158   |  
|General Expenses - other                           |  | 2,558    |   |  | -              |   |  | 2,558    |  
|TOTAL OPERATING EXPENSES                           |  | 76,173   |   |  | 41,099         |   |  | 117,272  |  
|                                                   |  |          |   |  |                |   |  |          |  
|NET LOSS BEFORE INCOME
      TAXES                 |  | (76,173  | ) |  | (41,099        | ) |  | (117,272 | )
|PROVISION
      FOR INCOME TAX                     |  | -        |   |  |                |   |  | -        |  
|NET INCOME (LOSS) FOR THE
      PERIOD             |  | (76,173  | ) |  | (41,
      099 | ) |  | (117,272 | )
|                                                   |  |          |   |  |                |   |  |          |  
|STATEMENTS OF CASH FLOWS                           |  |          |   |  |                |   |  |          |  
|                                                   |  |          |   |  |                |   |  |          |  
|OPERATING ACTIVITIES                               |  |          |   |  |                |   |  |          |  
|Net income (Loss)                                  |  | (76,173  | ) |  | (41,099        | ) |  | (117,272 | )
|Accounts Payable                                   |  | 10,419   |   |  | -              |   |  | 10,419   |  
|Prepaid Expenses                                   |  | (11,133  | ) |  | (82,201        | ) |  | (93,334  | )
|Non-Cash Expenses                                  |  | 16,700   |   |  | 123,300        |   |  | 140,000  |  
|Expense Paid for by Related Party                  |  | 60,187   | ) |  | -              |   |  | 60,187   |  
|                                                   |  |          |   |  |                |   |  |          |  
|Net
      cash used in operating activities        |  |         |   |  |               |   |  |         |  

7

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NOTE 7  CONSULTING AGREEMENT

During the quarter the company entered into a consulting
agreement with Mirador Consulting Inc., (Mirador) a Florida corporation, whereby
Mirador will receive 1,000,000 shares of the company and will provide management
consulting, business advisory, shareholder information and public relations
services over a six month period under certain terms and conditions. These
shares are restricted for a six month period from February 09, 2010.The cost of
$140,000 is being expensed over a six month period from February 01, 2010

NOTE 8  SUBSEQUENT EVENTS

The company has evaluated subsequent events through May 27,
2010, the date which the financial statements were available to be issued. The
company filed a form 8K on April 21, 2010 appointing Dennis Lorrig to the Board
of Directors and a form 8K on May 12, 2010 clarifying the restatement of the
quarters ending June 30, 2009 and September 30, 2009.The company filed a form 8K
On May 27, 2010 appointing Robert Malasek to the Board of Directors.

8

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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 totaling 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.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2010.

The accompanying financial statements show that the Company has
incurred a net loss of $117,272 for the three month period ended March 31, 2010
compared to a net loss of $4,441 for the three month period ended March 31, 2009
and has not yet generated any revenues The increased losses in the current
quarter are due to increased management and 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.

9

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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.

STOCK OPTION PLAN

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 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 March 31, 2010, we had 200 stockholder(s) holding
61,900,000 shares of our common stock.

DIVIDENDS.

There are no restrictions in our articles of incorporation or
by laws 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.

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

ITEM 3. CONTROLS AND PROCEDURES.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the companys
principal executive and principal financial officers and effected by the
companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

|1. | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the company;                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with accounting principles generally accepted in the United
      States of America and that receipts and expenditures of the company are
      being made only in accordance with authorizations of management and
      directors of the company; and
|   |                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      companys assets that could have a material effect on the financial
      statements.                                                                                                                                                                          

Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.

As
of March 31, 2010,4 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were:

| | 1. | Lack of a functioning audit committee due to a lack of a
      majority of independent members and a lack of a majority of outside
      directors on our board of directors, resulting in ineffective oversight in the establishment
  and monitoring of required internal controls and procedures;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 2. | Inadequate segregation of duties consistent with control
      objectives; and          
| | -- | ----------------------------------------------------------------------------------------
| |    |                                                                                         
| | 3. | Ineffective controls over period end financial disclosure
      and reporting processes.

The aforementioned material weaknesses were identified by our
Chief Executive Officer in connection with the review of our financial
statements as of March 31, 2010.

Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results. However, management believes that
the lack of a functioning audit committee and the lack of a majority of outside
directors on our board of directors results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements in future
periods.

Managements Remediation Initiatives

In
an effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:

| | 1. | We plan to form an audit committee, which we expect to be
      partially, if not fully, implemented by December 31, 2010.                                                                                
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                           
| | 2. | We are seeking to add additional personnel, who may be
      appointed to our board of directors as outside members and/or serve in a
      capacity to allow us to better segregate job responsibilities.
| |    |                                                                                                                                                                                                           
| | 3. | We have developed internal control procedures over
      financial disclosure and reporting. However, these procedures are, and
      will continue to be, ineffective without additional
  personnel.    

Changes in internal controls over financial
reporting

There
was no change in our internal controls over financial reporting that occurred
during the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls 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 March 31, 2010.

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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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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: May 28, 2010

|Signature                   | Title                             | Date        
|--------------------------- | --------------------------------- | ------------
|                            |                                   |             
|                            |                                   |             
|By: /s/ DENNIS
      LORRIG | Chief Executive Officer,          | May 28, 2010
|Dennis Lorrig               | President, Secretary and Director |             
|                            | (Principal Executive Officer)     |             

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