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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended September 30, 2009

[ ] 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                | (352) 361-1659                       
|(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 60,900,000 shares of common stock issued and
outstanding at October 31, 2009.

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 September 30, 2009 are not necessarily indicative of
the results that may be expected for the full fiscal year.

1

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|DENARII RESOURCES INC.        
|------------------------------
|DENARII RESOURCES INC.        
|(An Exploration Stage Company)
|Balance Sheets                
|(Stated in US Dollars)        
|Unaudited                     

|                                            |   | As of         |   |   | December 31, |  
|------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                            |   | September 30, |   |   | 2008         |  
|                                            |   | 2009          |   |   | (Restated    |  
|                                            |   | (UNAUDITED)   |   |   | Unaudited)   |  
|Assets                                      |   |               |   |   |              |  
|                                            |   |               |   |   |              |  
|Current assets                              |   |               |   |   |              |  
|Cash                                        | $ | --            |   | $ | --           |  
|Total current assets                        |   | --            |   |   | --           |  
|                                            |   |               |   |   |              |  
|Total Assets                                | $ | --            |   | $ | --           |  
|                                            |   |               |   |   |              |  
|Liabilities                                 |   |               |   |   |              |  
|                                            |   |               |   |   |              |  
|Current liabilities                         |   |               |   |   |              |  
|Accounts payable-Related Party              | $ | 117,045       |   |   | --           |  
|Accounts payable -
      other              |   | 49,235        |   | $ | 22,699       |  
|Due to a Related Party                      |   | 620           |   |   | --           |  
|Total current liabilities                   |   | 166,900       |   |   | 22,699       |  
|                                            |   |               |   |   |              |  
|Long term liabilities                       |   | --            |   |   | --           |  
|                                            |   |               |   |   |              |  
|Total Liabilities                           |   | 166,900       |   |   | 22,699       |  
|                                            |   |               |   |   |              |  
|Equity (Deficit)                            |   |               |   |   |              |  
|100,000,000 Common shares authorized,       |   |               |   |   |              |  
|60,900,000 and 60,300,000 as issued at      |   | 60,900        |   |   | 60,300       |  
|Sept 30,2009 and Dec 31,2008 respectively   |   |               |   |   |              |  
|issued at $0.001 per share.                 |   |               |   |   |              |  
|                                            |   |               |   |   |              |  
|Additional paid-in capital                  |   | 213,900       |   |   | 204,500      |  
|Deficit accumulated during                  |   |               |   |   |              |  
|Exploration stage                           |   | (441,700      | ) |   | (287,499     | )
|Total stockholders equity                  |   | (166,900      | ) |   | (22,699      | )
|                                            |   |               |   |   |              |  
|Total liabilities and stock holders equity | $ | --            |   | $ | --           |  

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      
|(Stated in US Dollars)        
|UNAUDITED                     

|                                       |   | Three Months Ended |   |   | Nine Months Ended |   |   | March 23, 2006 |  
|-------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | -------------- | -
|                                       |   |                    |   |   |                   |   |   |                |  
|                                       |   | September 30       |   |   | September 30      |   |   | September 30   |  
|                                       |   | 2009               |   |   | 2008              |   |   | 2009           |  
|                                       |   |                    |   |   |                   |   |   |                |  
|REVENUES                               | $ | 0.00               |   | $ | 0.00              |   | $ | 0.00           |  
|                                       |   |                    |   |   |                   |   |   |                |  
|                                       |   |                    |   |   |                   |   |   |                |  
|                                       |   |                    |   |   |                   |   |   |                |  
|OPERATING EXPENSES                     |   |                    |   |   |                   |   |   |                |  
|Mineral claims                         |   | -                  |   |   | -                 |   |   | -              |  
|Professional fees                      |   | 18,295             |   |   | 7,205             |   |   | 58,845         |  
|Office                                 |   | 13,098             |   |   | -                 |   |   | 21,767         |  
|Management &
      Administration Fees |   | 15,000             |   |   |                   |   |   | 30,000         |  
|Rent                                   |   | 7,500              |   |   |                   |   |   | 15,000         |  
|Travel                                 |   | 9,950              |   |   |                   |   |   | 28,589         |  
|Total Operating Expenses               |   | 63,843             |   |   | 7,205             |   |   | 154,201        |  
|                                       |   |                    |   |   |                   |   |   |                |  
|NET LOSS BEFORE
      INCOME           |   |                    |   |   |                   |   |   |                |  
|TAXES                                  |   | (63,843            | ) |   | (7,205            | ) |   | (154,201       | )
|Provision for
      income taxes       |   | -                  |   |   | -                 |   |   | -              |  
|                                       |   |                    |   |   |                   |   |   |                |  
|NET LOSS FOR
      THE PERIOD          |   | (63,843            | ) |   | (7,205            | ) |   | (154,201       | )
|                                       |   |                    |   |   |                   |   |   |                |  
|BASIC AND
      DILUTED LOSS           |   |                    |   |   |                   |   |   |                |  
|PER SHARE                              | $ | 0.00               |   | $ | 0.00              |   | $ | 0.00           |  
|                                       |   |                    |   |   |                   |   |   |                |  
|WEIGHTED AVERAGE NUMBER                |   |                    |   |   |                   |   |   |                |  
|OF COMMON SHARES                       |   | 60,900,000         |   |   | 60,300,000        |   |   | 60,766,666     |  

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

3

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|DENARII RESOURCES INC.        
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Stated in US Dollars)        
|(Unaudited)                   

|                                                                                    |   |                   |   |   |               |   |   | March 23, 2006 |  
|----------------------------------------------------------------------------------- | - | ----------------- | - | - | ------------- | - | - | -------------- | -
|                                                                                    |   | Nine Months Ended |   |   | (Inception)   |  
|                                                                                    |   |                   |   |   |               |   |   | to             |  
|                                                                                    |   | September 30,     |   |   | September 30, |   |   | September 30,  |  
|                                                                                    |   | 2009              |   |   | 2008          |   |   | 2009           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                |   |                   |   |   |               |   |   |                |  
|Net loss                                                                            | $ | (63,843           | ) | $ | (21,058       | ) | $ | (324,655       | )
|                                                                                    |   |                   |   |   |               |   |   |                |  
|Adjustments to reconcile net loss to net cash (used in)
      operating activities: |   | -                 |   |   | -             |   |   | -              |  
|Non cash expense                                                                    |   | -                 |   |   | -             |   |   | 214,000        |  
|Write off of mineral claims                                                         |   | -                 |   |   | -             |   |   | 10,000         |  
|Changes in assets and liabilities                                                   |   |                   |   |   |               |   |   |                |  
|Increase in accounts payable                                                        |   | 63,843            |   |   | 11,058        |   |   | 49,235         |  
|                                                                                    |   |                   |   |   |               |   |   |                |  
|Net cash used
      in operating activities                                         |   | -                 |   |   | (10,000       | ) |   | (51,420        | )
|                                                                                    |   |                   |   |   |               |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                |   |                   |   |   |               |   |   |                |  
|Purchase of mineral claims                                                          |   | -                 |   |   | -             |   |   | (10,000        | )
|                                                                                    |   |                   |   |   |               |   |   |                |  
|Net cash provided by (used in) investing activities                                 |   | -                 |   |   | -             |   |   | (10,000        | )
|                                                                                    |   |                   |   |   |               |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                |   |                   |   |   |               |   |   |                |  
|Issuance of common stock for cash                                                   |   | -                 |   |   | 10,000        |   |   | 60,800         |  
|Proceeds from related party loan                                                    |   | -                 |   |   | -             |   |   | 620            |  
|Due to Related Party                                                                |   |                   |   |   |               |   |   | 117,045        |  
|                                                                                    |   |                   |   |   |               |   |   |                |  
|Net cash provided by financing activities                                           |   | -                 |   |   | 10,000        |   |   | 178,465        |  
|                                                                                    |   |                   |   |   |               |   |   |                |  
|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                                                    | $ | -                 |   | $ | -             |   | $ | -              |  

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

4

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|DENARII RESOURCES INC.                               
|-----------------------------------------------------
|(An Exploration Stage Company)                       
|Footnotes to the Financial Statements                
|From Inception (March 23, 2006) to September 30, 2009
|(Stated in US Dollars)                               
|Unaudited                                            

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.

NOTE 2  PAYABLE TO RELATED PARTY

The company owes $117,045.27 to a related party. The terms of
the payable are no interest and due on demand.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

c. Income TaxesThe Company prepares its tax returns on the
accrual basis. 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. 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 EstimatesThe 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.

5

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e. AssetsThe company has no cash as of September 30,
2009.

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 develop 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.

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. IncomeIncome represents all of the company's revenue
less all its expenses in the period incurred. The Company has no revenues as of
September 30, 2009 and has paid expenses of $441,700 since inception. For the
nine month period ended September 30, 2009 it has incurred expenses of $154,201
compared to $21,058 for the nine month period ended September 30, 2008.

The Company has determined that its McNab Molybdenum property
is to be held and used for impairment. 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.

The Company has recognized the impairment of a long-lived asset
by declaring that amount as a loss in income from operations as a write off of
mineral claims.

6

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For the nine monthPeriod ended:September 30
    
    
    September 30,2009
    
    
    2008Revenue
    $
    --
    
    $
    --ExpensesProfessional Fees
    
    58,845
    
    
    21,058Office
    
    21,767
    
    
    --Management & Administration Fees
    
    30,000
    
    
    --Rent
    
    15,000
    
    
    --Travel
    
    28,589
    
    
    --Total Expenses
    
    154,201
    
    
    21,058Provision for Income Tax
    
    --
    
    
    --Net Income (Loss)
    $
    (154,201
    )
    $
    (21,058
    )


g. Basic Income (Loss) Per Share

The basic loss per common share is computed by dividing net
loss available to common stockholders by the weighted average number of common
shares outstanding.

Diluted loss per common share is computed similar to basic loss
per common share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
At September 30, 2009, the Company has no stock equivalents that were
anti-dilutive and excluded in the earnings per share computation.

h. 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.

i. Liabilities

Liabilities are made up of current liabilities. Current
liabilities include accounts payable of $166,900 as of September 30, 2009.

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.

The company issued to the founders 48,000,000 common shares of
stock for $10,000.

7

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

The company had two private placements both at $0.10 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 $0.01 per
share.

On June 2, 2008 the company issued 12,000,000 for services. On
March 11, 2009 the company issued 600,000 shares for services.

As of September 30, 2009, there were Sixty Million Nine Hundred
Thousand (60,900,000) 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 - 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 $441,700 for the period from March 23, 2006
(inception) to September 30, 2009 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.

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

8

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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 SEPTEMBER 30,
2009.

The accompanying financial statements show that the Company has
incurred a net loss of $154,201 for the nine month period ended September 30,
2009 compared to a net loss of $21,058 for the nine month period ended September
30, 2008 and has not yet generated any revenues that can offset operating
expenses. We anticipate that we will not earn revenues until such time as we
have entered into commercial production, if any, of our mineral properties. We
are presently in the exploration stage of our 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

9

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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 PLANThe 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 September 30, 2009, we
had 188 stockholder(s) holding 60,900,000 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.

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 CONTROLSWe 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, Stuart Carnie.

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.

10

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CHANGES IN INTERNAL CONTROLS.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were submitted to our security holders for a vote
during the period ending September 30, 2009.

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: November 18, 2009

|Signature             |  | Title                                           | Date             
|--------------------- |  | ----------------------------------------------- | -----------------
|                      |  |                                                 |                  
|                      |  |                                                 |                  
|By: /s/ STUART CARNIE |  | Chief Executive Officer,                        | November 18, 2009
|                      |  | Chief Financial Officer,                        |                  
|Stuart Carnie         |  | President, Secretary, Treasurer                
|                      |  | and Director (Principal Executive              
|                      |  | Officer and Principal Accounting
      Officer)

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