f10q0808_arcticoil.htm

F-4

ARCTIC OIL & GAS CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

August 31, 2008

Recent Accounting Pronouncements

In February, 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company's financial condition or results of operation.

In September, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158"). This statement requires an employer to recognize the overfunded or underfunded statues of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position, with limited exceptions. The Company does not expect the adoption of SFAS No. 158 to have a significant material immediate effect on its financial position or results of operations.

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 - PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets. The useful life of property and equipment for purposes of computing depreciation is three years. The following is a summary of property, equipment, and accumulated depreciation:

F-5

ARCTIC OIL & GAS CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

August 31, 2008

	August 31,		May 31,
	2008		2008
Office Equipment		0		0
Software		0		0
Less accumulated depreciation & amortization		0		0
Property and Equipment, net		0		0

The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

Long-lived Assets: The company has adopted the policies of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations, and requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. Accordingly, the Company reviews the carrying amount of long-lived assets for impairment where events or changes in circumstances indicate that the carrying amount may not be recoverable. The determination of any impairment would include a comparison of estimated future cash flows anticipated to be generated during the remaining life of the assets to the net carrying value of the asset.

The Company is authorized to issue 500,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. The Company is also authorized to issue 20,000,000 shares of preferred stock. None of the preferred shares have been issued.

Note 4 – CAPITAL STOCK: On June 22, 2007, the Board of Directors of the Company with Majority Stockholders consent, approved authorizing the Company' s Board of Directors (1) to increase the authorized shares of common stock to 200,000,000; (2) to effect a 5-for-1 forward stock split (pro-rata increase) of the Company's issued and outstanding shares of Common Stock; and, (3) to amend the Articles of Incorporation to create a class of blank check preferred stock with 20,000,000 shares authorized. Under the forward stock split, each one share of the Company's Common Stock will be converted automatically into five shares of Common Stock. The effective date of the forward stock split was July 23, 2007.

On November 26, 2007, the Board of Directors of the Company with Majority Stockholders consent, approved authorizing the Company' s Board of Directors (1) to increase the authorized shares of common stock to 500,000,000; (2) to effect a 20-for-1 forward stock split (pro-rata increase) of the Company's issued and outstanding shares of Common Stock; and, (3) to amend the Articles of Incorporation to create a class of blank check preferred stock with 20,000,000 shares authorized. Under the forward stock split, each one share of the Company's Common Stock will be converted automatically into twenty shares of Common Stock. The effective date of the forward stock split will be Nov 27th, 2007. The accompanying financial statements and notes reflect the split as if it had occurred at the earliest period presented. (4) Bulldog Financial, Inc. 1,750,000 Rule 144 shares for acquisition of Arctic Oil Claim equity.(5) On June 15, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Description of Service

Peter Sterling	15-Jun-08	30,000,000	Directors fees, expenses, and consulting fees unpaid for 8 months

United Oil & Gas Cons.Mgt. Corp.	15-Jun-08	50,000,000	For 30% of Arctic JV project costs, unpaid for 8 months

Zina Lskavyan	15-Jun-08	2,000,000	For Secretarial services un-paid for 8 months

Jennifer Beresford	15-Jun-08	2,500,000	For accounting and business plan services, unpaid for 8 months

Patrick Smyth	15-Jun-08	5,000,000	For consulting work completed and unpaid for 8 months

F-6

ARCTIC OIL & GAS CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

August 31, 2008

On July 10, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Description of Service

Peter J. Sterling	10-Jul-08	80,750,000	Directors fees, expenses, and consulting fees unpaid for 8 months discounted debt $121,000

Beresford Develop. Group Inc.	10-Jul-08	2,500,000	For accounting and business plan services, unpaid for 8 months discounted debt of $3500

Patrick Smyth	10-Jul-08	5,000,000	For consulting work completed and unpaid for 8 months discounted debt of $7500

Chris van Vliet	10-Jul-08	4,000,000	4692 46th Ave., Delta, BC V4K1W3 for discounted debt of $6000

John Levine	10-Jul-08	1,000,000	For consulting work completed and unpaid for 8 months

James Morris	10-Jul-08	8,000,000	For consulting work completed and unpaid for 8 months

New Investor	10-Jul-08	2,500,000	$5,000

On July 23, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Discription of Service

Blake Ridge Claim & Lease Appl.	23-Jul-08	60,000,000	For 30% equity of Blake Ridge Property

Bering Sea Abyssal Claim	23-Jul-08	60,000,000	For 30% equity of Bering Sea Property

NOTE 5 - INCOME TAXES

At February 28, 2008, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately 94,100, principally arising from net operating loss carry forwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at February 28, 2008. The significant components of the deferred tax asset at August 31, 2008, and November 30, 2007 were as follows:

At August 31, 2008 the Company has net operating loss carry forwards of approximately $182,300, which begin to expire in the year 2024. The change in valuation allowance from August 31, 2006 to May 31, 2007, is approximately $175,500.

	August,			August,
	2008			2008
Net operating loss carry forward:		182,300			154,100
Deferred tax asset		61,982			52,394
Deferred tax asset valuation allowance		(61,982	)		(52,394	)
Net deferred tax asset		-			-

NOTE 6 - RELATED PARTY TRANSACTIONS

Accounts payable to related parties represents amounts due to the president and chief executive officer for payment of expenses on behalf of the Company. These payables are non-interest bearing and not collateralized.

F-7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

We were incorporated in the state of Nevada on August 23, 2004. We have started operations. We have not generated revenues from operations, but must be considered a start-up business. Our statutory registered agent in Nevada: The Corporation Trust Company of Nevada, 6100 Neil Road Suite 500, Reno, Nevada 89511 From the proceeds of our offering, we subleased office space to commence operations. Our telephone number is (323)-556-0643.

On May 25, 2006, we completed our public offering by selling 3,862,500 shares at $0.02 per share, totaling $77,250. We began our operations as described in the business section of our registration statement during June 2006.

On June 22, 2007, our shareholders approved increasing our authorized shares of common stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata increase) of our issued and outstanding shares of common stock; and, amending our Articles of Incorporation to create a class of blank check preferred stock with 20,000,000 shares authorized. Under the forward stock split, each one share of the our common stock was converted automatically into five shares of common stock. The effective date of the forward stock split was July 23, 2007.

On November 16, 2007, Arctic Oil & Gas Corp (formerly known as Bulldog Financial Inc.) entered into an Asset Purchase Agreement with United Oil and Gas Consortium Management Corp., a Nevada Corporation, Strategic Nine Corporation, also a Nevada Corporation and Sterling Oil and Gas (NZ), a New Zealand Corporation, pursuant to which it acquired a thirty percent interest in certain oil and gas claims as set forth in the agreement. These claims arise from a joint filing made, on May 9, 2006, by United, Strategic and Sterling with the United Nations General Assembly and the countries of Canada, Russia, United States of America, Norway and Denmark. The filing claims, as a responsible oil and gas development agent of the “common heritage of mankind”, the sole and exclusive exploitation, development, marketing and extraction rights to the oil and gas resources of the sea floor and subsurface contained in the entire Arctic Ocean Common area beyond the exclusive economic zone of the Arctic Ocean’s surrounding countries (the “Arctic Claims”).

In consideration of Arctic acquiring a thirty percent interest in the Arctic Claims, Arctic agreed to issue 1,750,000 restricted Common shares to United in its own right and as agents for Strategic and Sterling, or their assignees.

On November 26, 2007, Scott McDowell tendered 23,750,000 Common shares to the treasury of Arctic for cancellation as registered direct holding. By Agreement dated as of November 26, 2007, Arctic cancelled the shares. Following the cancellation there were 6,862,000 shares outstanding.

On Nov 27th, 2007?, our shareholders approved increasing our authorized shares of common stock to 500,000,000; effecting a twenty for-one forward stock split (pro-rata increase) of our issued and outstanding shares of common stock; and. Under the forward stock split, each one share of the our common stock was converted automatically into five shares of common stock. The effective date of the forward stock split was Nov 27th, 2007?

On November 27, 2007, Scott McDowell resigned as president and secretary/treasurer of Arctic and appointed the following persons as officers:

President - Peter Sterling

Secretary/Treasurer - Peter Sterling

Vice-President - Kelvin Williams

Immediately thereafter, McDowell, as the majority stockholder, appointed Peter Sterling and Edward M. Lawson as directors and then resigned as a director.

On November 27, 2007, the company changed its name from Bulldog Financial Inc. to Arctic Oil & Gas Corp.

On November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par value $0.0001 per share.

Effective November 30, 2007, Arctic increased the number of issued Common shares, by exchanging each such share for 20 Common shares, each with a par value of $0.0001.

On July 10th 2008, Edward Lawson Resigned and Kelvin Williams joined the Board.

The management's discussion and analysis, as well as the accompanying financial statements and notes reflect the split as if it had occurred at the earliest period presented.

We have not conducted any market research into the likelihood of success of our Arctic oil and gas exploration operations.

Plan of Operations

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Knowing that the world is entering a prolonged era of increasing energy insecurity and higher prices, the Company and partners have embarked on an ambitious effort to locate and bring new very-large-scale non-Middle Eastern sourced, hydrocarbons energy resources from within the Arctic Claims to world markets.

The Company is focusing on rapid growth via capital-efficient, well-informed, high-reward prospecting. The Company’s exploration focus is on the Arctic Oceans Commons abyssal a vast region with possibly the world’s most significant upside oil potential, away from the high-taxes and political interference of often unstable and corrupt regimes.

We are a start-up stage oil and gas exploration corporation and have begun operations but have not yet generated revenues from our business operations and do not expect to do so for some time.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not purchased a significant number of contracts or generated any revenues from the development.

We cannot guarantee that we will stay in business. We will either have to suspend operations until we raise additional cash, or cease operations entirely.

We do not have sufficient cash to satisfy our cash requirements during the next twelve months. We will not be conducting any product research or development. We intend to hire additional employees on an as needed basis.

We intend to accomplish the foregoing through the following milestones:

1) We will raise additional working capital via share issues and-or borrowings .

2) We will conduct geological studies and prepare geological reports on the Arctic Claims.

3) We will pursue legal efforts to perfect our claim on the Arctic Ocean Commons hydrocarbons resources.

4) We will pursue potential strategic major independent oil company partners in each of the five countries facing the Arctic Ocean Commons.

If we cannot generate sufficient capital to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else. If this occurs, you will lose all of your investment.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the oil and gas exploration business, including political risks associated with the Arctic Claim, limited ice-capable exploration equipment resources available for hire or purchase, market price variations for oil and gas, limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future oil and gas exploration-development financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

From Inception on August 23, 2004 to August, 31, 2008

During this period we incorporated the company, hired the attorney, and hired the auditor for the preparation of our Form SB-2 Registration Statement. We have prepared an internal business plan. Our loss since inception is $171,450.

Since inception, we sold 137,250,000 shares of common stock for $77,250 in cash.

In November, 2007, we issued 35,000,000 restricted Common shares to United in its own right and as agents for Strategic and Sterling, or their assignees for the 30% interest in the Arctic Claim. In November, 2007, we cancelled 475,000,000 shares. On November 26, 2007 Bulldog Financial, Inc. was issued 1,750,000 Rule 144 shares for acquisition of Arctic Oil Claim equity. On June 15, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Description of Service

Peter Sterling	15-Jun-08	30,000,000	Directors fees, expenses, and consulting fees unpaid for 8 months

United Oil & Gas Cons.Mgt. Corp.	15-Jun-08	50,000,000	For 30% of Arctic JV project costs, unpaid for 8 months

Zina Lskavyan	15-Jun-08	2,000,000	For Secretarial services un-paid for 8 months

Jennifer Beresford	15-Jun-08	2,500,000	For accounting and business plan services, unpaid for 8 months

Patrick Smyth	15-Jun-08	5,000,000	For consulting work completed and unpaid for 8 months

On July 10, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Description of Service

Peter J. Sterling	10-Jul-08	80,750,000	Directors fees, expenses, and consulting fees unpaid for 8 months discounted debt of $121,000

Beresford Develop. Group Inc.	10-Jul-08	2,500,000	For accounting and business plan services, unpaid for 8 months discounted debt of $3500

Patrick Smyth	10-Jul-08	5,000,000	For consulting work completed and unpaid for 8 months discounted debt of $7500

Chris van Vliet	10-Jul-08	4,000,000	4692 46th Ave., Delta, BC V4K1W3 discounted debt of $6000

John Levine	10-Jul-08	1,000,000	For consulting work completed and unpaid for 8 months

James Morris	10-Jul-08	8,000,000	For consulting work completed and unpaid for 8 months

New Investor	10-Jul-08	2,500,000	$5,000

On July 23, 2008 the Board of Directors issued these share under Rule 144:

Name of Shareholder	Date	Shares	Discription of Service

Blake Ridge Claim & Lease Appl.	23-Jul-08	60,000,000	For 30% equity of Blake Ridge Property
Bering Sea Abyssal Claim	23-Jul-08	60,000,000	For 30% equity of Bering Sea Property
			To parties nominated by Sellers

Accounts payable

Accounts payable of $34,170 represented by liabilities as of August 31, 2008.

Liquidity and capital resources

As of the date of this annual report, we have yet to generate any revenues from our business operations.

In August 2004, we issued 500,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.

In November 2007, we issued 35,000,000 restricted Common shares to United in its own right and as agents for Strategic and Sterling, or their assignees for the 30% interest in the Arctic Claim.

On November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par value $0.0001 per share.

As of August 31, 2008 our total assets were $(53) in cash, and our total liabilities were $94,170 comprising of accounts payable and accrued fees.

Recent accounting pronouncements

In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, " The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159" ). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board' s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity' s first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company' s financial condition or results of operation.

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, " Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158" ). This statement requires an employer to recognize the overfunded or underfunded statues of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not for profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year end statement of financial position, with limited exceptions. The Company does not expect the adoption of SFAS No. 158 to have a significant material immediate effect on its financial position or results of operations.

Critical accounting policies and estimates

Management has reviewed the financial statement disclosures for the list of the most important accounting policies that the Company has. Management feels that the accounting policies that are estimate based, fair value, and revenue recognition are the most important accounting policies that the Company has.

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended May 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 4. CHANGES IN SECURITIES AND USE OF PROCEEDS.

On August 31, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-120689, permitting us to offer up to 12,500,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. On May 25, 2006, we completed our public offering by selling 77,250,000 shares at $0.001 per share, totaling $77,250. Some of the proceeds have been used to implement our business plan during the period ended November 30, 2007. Proceeds were used as follows: legal - $17,295; accounting - $14,854; marketing - $7,500; office equipment - $10,125; software - $10,000; purchase of delinquent accounts for collection - $13,000; and, rent and office expense - $3,666.

In November 2007, we issued 35,000,000 restricted Common shares to United in its own right and as agents for Strategic and Sterling, or their assignees for the 30% interest in the Arctic Claim.

In November, 2007, we cancelled 475,000,000 shares.

ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 22, 2007 our shareholders approved increasing our authorized shares of common stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata increase) of our issued and outstanding shares of common stock; and, amending our Articles of Incorporation to create a class of blank check preferred stock with 20,000,000 shares authorized. Under the forward stock split, each one share of the our common stock will be converted automatically into five shares of common stock. The effective date of the forward stock split was July 23, 2007. The accompanying financial statements and notes reflect the split as if it had occurred at the earliest period presented. 5,000,000 shares owned by Scott McDowell approved the action. The action was taken without a meeting of shareholders pursuant to applicable Nevada law.

On November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par value $0.0001 per share.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of September, 2009.

	ARCTIC OIL & GAS CORP.

	BY:	PETER J. STERLING
		Peter J. Sterling, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	FOR THE QUARTERLY PERIOD ENDED August 31, 2008

	OR

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

	Nevada		38-3707552
	(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

	Index
Balance Sheets	F-1
Statements of Operations	F-2
Statements of Cash Flows	F-3
Condensed Notes to the Financial Statements	F-4

		August 31			February 28
		2008			2008
ASSETS
	CURRENT ASSETS
	Cash	$	-53		$	240
	Total Current Assets		-53			240

	FIXED ASSETS
	Office equipment, net		0			0
	Software, net		0			0
	Total Fixed Assets		0			0

	TOTAL ASSETS	$	(53)		$	240

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

	CURRENT LIABILITIES
	Accounts payable	$	34,170		$	34,170
	Accounts payable - related party		179,605			120,000
	Total Current Liabilities		214,047			154,170

	COMMITMENTS AND CONTINGENCIES		-			-

	STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock, 20,000,000 shares authorized, no par value;
	zero shares issued and outstanding		-			-
	Common stock, 500,000,000 shares authorized, $0.00001 par value;
	137,250,000 shares issued and outstanding		290			290
	Additional paid-in capital		77,060			77,060
	Accumulated deficit from development stage		(291,450	)	(231,450)
	Total Stockholders' Equity (Deficit)		(214,100	)		(94,100	)

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	(53)		$	70


REVENUES	$	-		$	-		$	-		$	-		$	-

EXPENSES
Office		85			-			85						14,584
Professional fees		201,600			-			141,600						288,063
Loss on disposition of fixed assets & dep.		25,017			0			25,017			-			25107
Reverse accounts payable to related party		(44,322	)		0			(44,322	)		0			(44,322	)
Depreciation and amortization		0			6,978			0			5,301			8108
TOTAL EXPENSES		182,380			6,978			122,380			5,301			291,450

LOSS FROM OPERATIONS		(182,380	)		(6,978	)		(122,380	)		(5,301	)		(291,450	)

LOSS BEFORE INCOME TAXES		(182,380	)		(6,978	)		(122,380	)		(5,301	)		(291,450	)

INCOME TAXES		-			-			-			-			-

NET LOSS		(182,380	)		(6,978	)	$	(122,380	)	$	(5,301	)	$	(291,450	)

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	Nil		$	Nil		$	Nil		$	Nil

WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES
OUTSTANDING, BASIC AND DILUTED		137,250,00			28,862,500			137,250,00			28,862,500

	Twelve			Twelve			Nine			Nine			From
	Months			Months			Months			Months			August 23,
	Ended			Ended			Ended			Ended			(Inception) to
	August 31,			August 31,			May 31,			May 31,			August 31
	2008			2007			2008			2007			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(182,380	)		(6,978	)		(122,380	)		(3,354	)		(291,450	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization		0			0			0			3,354			8,108
Changes in asset and liabilities
Increase (decrease) in accounts payable		0			0			0			0			34,170
Increase in (decrease) A/P- related party		0			0			0			0			0
(Increase) decrease deposits		0			0			0			0			0
Net cash used by operating activities		(182,380	)		(6,978	)		(122,380	)		(0	)		(249,172	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment		0			-			0			-			(4,219	)
Purchase of software		0			-			0			-			(3,889	)
Net cash used by financing activities		0			-			0			-			(8,108	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase, (decrease) in related party A/P		182,380			0			122,380			0			77,350
Net cash provided by financing activities		0			0			0			0			77,350

Change in cash		0			0						0			70

Cash, beginning of period		240			1862			155			1,862			-

Cash, end of period	$	(53	)	$	1862		$	70			1,862			70

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid	$	-		$	-			-			-			-
Income taxes paid	$	-		$	-			-			-			-