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 financing, of which there is no assurance.

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 September 30, 2009, we currently have a working capital deficit of $120,906 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 and Six Months Summary

            Three Months Ended                        Six Months Ended
               September 30          Percentage         September 30          Percentage
                                     Increase /                               Increase /
             2009         2008       (Decrease)       2009         2008       (Decrease)
Revenue  $         -   $       -            n/a   $        -   $        -            n/a

Expenses     (21,963 )    (9,079 )       141.9%      (38,651 )    (25,426 )        52.0%

Net Loss $   (21,963 ) $  (9,079 )       141.9%   $  (38,651 ) $  (25,426 )        52.0%

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 and six months ended September 30, 2009 and
2008 are outlined in the table below:

                      Three Months Ended                       Six Months Ended
                         September 30          Percentage        September 30         Percentage
                                               Increase /                             Increase /
                       2009          2008      (Decrease)      2009        2008       (Decrease)
Accounting         $     7,890    $  1,180         568.6%   $  12,530   $  10,980          14.1%
Bank Charges                12          68        (82.4)%          12         130        (90.8)%
Consulting               3,000           -            n/a       5,000           -            n/a
Exploration and         (7,030 )         -            n/a      (7,030 )         -            n/a
   Development
Legal                   14,437       3,290         338.8%      21,087       5,693         270.4%
Office                   2,250       2,250           0.0%       4,500       4,500           0.0%
Administration
Regulatory                 913       1,560        (41.5)%       1,461       2,660        (45.1)%
Expenses
Rent                       150         600        (75.0)%         750       1,200        (37.5)%
Telephone                  225         131          71.8%         225         263        (14.4)%
Travel &                   116           -            n/a         116           -            n/a
Entertainment
TOTAL              $    21,963    $  9,079         141.9%   $  38,651   $  25,426          52.0%

The increase in expenses during the quarter ended September 30, 2009 is primarily a result of an increase in consulting, accounting and legal expenses.

Accounting and legal expenses primarily relate to costs in connection with the preparation of our Annual Report on Form 10-K and 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
                       At September 30,                                Percentage
                             2009           At March 31, 2009     Increase / (Decrease)
Current Assets       $           12,412   $             6,338                     95.8%
Current Liabilities            (133,318 )             (88,593 )                   50.5%
Working Capital      $         (120,906 ) $           (82,255 )                   47.0%
Deficit