Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II - Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the "SEC"), particularly our Annual Reports, Quarterly Reports and Current Reports.

INTRODUCTION

We were incorporated on December 21, 2000 under the laws of the State of Nevada.

We currently have no business operations or significant assets. Accordingly, we are in the process of reorganizing our business and are seeking and evaluating alternative business opportunities. We are currently reviewing opportunities in areas of reforestation and carbon credit trading. To date, no agreements or decisions to enter these business areas have been made. Our ability to seek out and acquire an alternative business opportunity is subject to our obtaining additional financing, of which there is no assurance.

Recent Corporate Developments

On June 2, 2009, we approved a private placement offering of up to 5,000,000 units (the "Units") at a price of $0.02 US per Unit, with each Unit consisting of one share of our common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional share of common stock exercisable for a period of two years at a price of $0.05 US per share. The private placement offering will be made to persons who are not "U.S. Persons" as defined in Regulation S. The proceeds will be used to retire corporate indebtedness and for general corporate purposes. There is no assurance that the private placement offering or any part of it will be completed.

PLAN OF OPERATION

We are currently in the process of reorganizing our business and are seeking and evaluating alternative business opportunities, particularly in the reforestation and carbon credit trading areas. As a result, we are unable to provide an accurate estimate of our financial requirements for the next twelve months. However, as at June 30, 2009, we currently have a working capital deficit of $98,943 and will need substantial financing in the near term in order to meet our current obligations as they become due and to meet our ongoing reporting obligations under the Securities and Exchange Act (the "Exchange Act"). In addition, if our management is successful in identifying a suitable business opportunity for us to pursue, we will likely need significantly more financing in order to pursue the new business opportunity.

RESULTS OF OPERATIONS

Three Months Summary
                             Three Months Ended            Percentage
                                                           Increase /
                       June 30, 2009     June 30, 2008     (Decrease)
Revenue              $             -   $             -        n/a
Expenses                     (16,688 ) $       (16,347 )      2.1%
Net Loss             $       (16,688 ) $       (16,347 )      2.1%

Revenues

We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We have no business operations and are presently seeking alternative business opportunities, particularly in the reforestation and carbon credit trading areas.

Expenses

Our operating expenses for the three months ended June 30, 2009 and 2008 are
outlined in the table below:

                              Three Months Ended            Percentage
                                                            Increase /
                        June 30, 2009     June 30, 2008     (Decrease)
Accounting            $         4,640   $         9,800      (52.7%)
Bank Charges                        -                62      (100.0%)
Consulting                      2,000                 -       100.0%
Legal                           6,650             2,403       176.7%
Office Administration           2,250             2,250        n/a
Regulatory Expenses               548             1,100       50.2%
Rent                              600               600        n/a
Telephone                           -               132      (100.0%)
Total                 $        16,688   $        16,347        2.1%

The slight increase in expenses during the quarter ended June 30, 2009 is primarily a result of an increase in consulting and legal expenses, partially offset by a decrease in accounting and regulatory expenses.

Accounting and legal expenses primarily relate to costs in connection with meeting our reporting requirements under the Exchange Act.

Office administrative expenses consist of management consultant fees of $750 per month paid to Mr. Thomson for his services.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
                                                                       Percentage
                      At June 30, 2009      At March 31, 2009     Increase / (Decrease)
Current Assets      $             1,890   $             6,338            (70.2)%
Current Liabilities            (100,833 )             (88,593 )           13.8%
Working Capital     $           (98,943 ) $           (82,255 )           20.3%
Deficit



Cash Flows
                                                      Three Months Ended
                                                June 30, 2009     June 30, 2008
Net Cash Used in Operating Activities         $        (4,448 ) $       (10,054 )
Net Cash From Investing Activities                          -   $             -
Net Cash Provided By Financing Activities                   -   $        20,000
Net Increase (Decrease) in Cash During Period $        (4,448 ) $         9,946

The increase in our working capital deficit at June 30, 2009 from our year ended March 31, 2009 is primarily due to an increase in accounts payable due to our lack of capital to meet our ongoing operating costs.

Financing Requirements

Since our inception, we have used our common stock to raise money to fund our operations and to repay outstanding indebtedness. We have not attained profitable operations and our ability to pursue any future plan of operation is dependent upon our ability to obtain financing. For these reasons, our auditors stated in their report to our audited financial statements included in our Annual Report for the year ended March 31, 2009 filed with the SEC on July 1, 2009 that that there is substantial doubt that we will be able to continue as a going concern.

On June 2, 2009, our sole director approved a private placement offering of up to 5,000,000 units at a price of $0.02 US per unit, with each unit consisting of one share of our common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional share of our common stock at a price of $0.05 US per share exercisable for a period of two years from the date the units are issued. The private placement offering will be made to persons who are not "U.S. Persons" as defined in Regulation S. There is no assurance that the private placement offering or any part of it will be completed.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business.

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.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current or recent financial condition and results of operation.

Pro Forma Compensation Expense

We account for options and restricted stock granted to employees and directors in accordance with the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure an amendment of FASB Statement No. 123 and related interpretations. As such, compensation expense is recorded on stock option and restricted stock grants based on the fair value of the options or restricted stock granted, which is estimated on the date of grant using the Black-Scholes option-pricing model for stock options granted, and is recognized on a straight-line basis over the vesting period. No stock options have been issued by us.

Use of Estimates

Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.