UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

ü	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: November 30, 2008
or
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

(Mark One)

Commission File Number: 333-153920


ü	QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended May 31, 2009

	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
	ACT OF 1934
OR

For the transition period from _____________ to _____________

Commission file number 333-153920

———————

PEERLESS CAPITAL CORPORATION

(Exact name of ~~registrant~~small business issuer as specified in its charter)

———————

Delaware	26-3265417
(State or other jurisdiction	(I.R.S. Employer
State or other jurisdiction of	(IRS Employer
of incorporation or organization)	Identification No.)
Incorporation or organization	Identification Number)

47139 ~~3rd~~Charles Street, ~~Cambridge~~Suite 344, Massachusetts, ~~02141~~02114

(Address of ~~Principal~~principal ~~Executive~~executive ~~Office~~offices) (Zip Code)

(617) 374-9200

(~~Registrant~~Issuer’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed ~~since last report~~)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.			ü	Yes		No
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.			ü	Yes		No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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
Large Accelerated filer		Accelerated filer
Non-accelerated filer	(Do not check if a smaller	Smaller reporting ~~company~~Company			ü
	reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
			ü	Yes		No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 2,700,000 common shares outstanding as of January 7, 2009.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
				Yes		No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
2,700,000 common shares outstanding as of August 31, 2009.

PEERLESS CAPITAL CORPORATION ~~TABLE OF CONTENTS~~

~~Page~~TABLE ~~Part~~OF I — Financial Information 1 Item 1. Financial statements. 1 Balance Sheets as of November 30, 2008 (Unaudited) and August 31, 2008. 1 Unaudited Statements Of Operations for the Three Months Ended November 30, 2008 and November 30, 2007. 2 Unaudited Statements Of Cash Flows for the Three Months Ended November 30, 2008 and November 30, 2007. 3 Notes To Financial Statements. 4 Item 2. Management’s Discussion And Analysis Or Results Of Operations. 9 Item 3. Quantitative And Qualitative Disclosures About Market Risk. 10 Item 4. Controls And Procedures. 10 Part II — Other Information 11 Item 1. Legal Proceedings. 11 Item 1A. Risk Factors. 11 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds. 11 Item 3. Defaults Upon Senior Securities. 11 Item 4T. Submission of Matters To A Vote Of Security Holders. 11 Item 5. Other Information. 11 Item 6. Exhibits. 11CONTENTS

iPage PART I — FINANCIAL INFORMATION 1 ITEM 1. FINANCIAL STATEMENTS. 1 BALANCE SHEETS 1 STATEMENTS OF OPERATIONS 2 STATEMENTS OF CASH FLOWS 3 NOTES TO FINANCIAL STATEMENTS 7 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS. 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14 ITEM 4T. CONTROLS AND PROCEDURES 14 PART II — OTHER INFORMATION 16 ITEM 1. LEGAL PROCEEDINGS. 16 ITEM 1A. RISK FACTORS 16 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 16 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 16 ITEM 5. OTHER INFORMATION. 16 ITEM 6. EXHIBITS. 16 Certification of CEO Pursuant to Section 302 Certification of CFO Pursuant to Section 302 Certification of Officers Pursuant to Section 906

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

~~FINANCIAL~~PEERLESS ~~STATEMENTS.~~CAPITAL CORPORATION (A DEVELOPMENT STAGE COMPANY)

~~PEERLESS~~BALANCE ~~CAPITAL CORPORATION~~SHEETS

(A DEVELOPMENT STAGE COMPANY)


	May 31, 2009			August 31, 2008
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash & Cash Equivalents	$	2		$	3,052
Prepaid Expenses		—			620
Total Current Assets		2			3,672
TOTAL ASSETS	$	2		$	3,672

LIABILITIES & SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses	$	150		$	—
Related Party Payable (Note 5 and 7)		20,427			218
Total Current Liabilities		20,577			218


TOTAL LIABILITIES		20,577			218

Commitments & Contingencies (Note 10)

Shareholders’ (Deficit) Equity (Note 8)
Preferred Stock, Series A, $.0001 par value; 10,000,000 shares authorized, 2,950,000 shares issued and outstanding at May 31, 2009 and August 31, 2008, respectively		295			295
Common Stock, $.0001 par value; 500,000,000 shares authorized, 2,700,000 and 2,550,000 shares issued and outstanding at May 31, 2009 and August 31, 2008, respectively		270			255
Stock Subscription Receivable		—			(27,118	)
Shares to be Returned		(10	)		—
Additional Paid-in Capital		32,240			31,620
Accumulated Deficit		(53,370	)		(1,598	)
Total Shareholders' (Deficit) Equity		(20,575	)		3,454
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$	2		$	3,672

~~BALANCE~~The ~~SHEETS~~Accompanying Notes Are an Integral Part of these Consolidated Financial Statements

	November 30, 2008			August 31, 2008
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	103		$	3,052
Prepaid Expenses		1,995			620
Total Current Assets		2,098			3,672
TOTAL ASSETS	$	2,098		$	3,672
LIABILITIES & SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses	$	2,178		$	––
Related Party Payable (Note 5 and 7)		1,047			218
Total Current Liabilities		3,225			218
TOTAL LIABILITIES		3,225			218
Commitments & Contingencies (Note 10)
Shareholders’ (Deficit) Equity (Note 8)
Preferred Stock, Series A, $.0001 par value; 10,000,000 shares authorized, 2,950,000 shares issued and outstanding at November 30, 2008 and August 31, 2008, respectively		295			295
Common Stock, $.0001 par value; 500,000,000 shares authorized, 2,700,000 and 2,550,000 shares issued and outstanding at November 30, 2008 and August 31, 2008, respectively		270			255
Stock Subscription Receivable		––			(27,118	)
Shares to be Returned		(10	)
Additional Paid-in Capital		32,240			31,620
Accumulated Deficit		(33,922	)		(1,598	)
Total Shareholders' (Deficit) Equity		(1,127	)		3,454
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$	2,098		$	3,672

~~The~~PEERLESS ~~Accompanying~~CAPITAL ~~Notes~~CORPORATION (A ~~Are~~DEVELOPMENT anSTAGE ~~Integral Part of these Consolidated Financial Statements~~ COMPANY)

1STATEMENTS OF OPERATIONS

~~PEERLESS CAPITAL CORPORATION~~(Unaudited)

(A DEVELOPMENT STAGE COMPANY)



	Three Months Ended May 31,					Nine Months Ended May 31,					Cumulative Period From August 21, 2008 (Inception of the Development Stage) Through May 31, 2009
	2009			2008		2009			2008

Net Sales	$	—		$	—	$	—		$	—	$	—
Cost of Sales		—			—		—			—		—
Gross Profit (Loss)		—			—		—			—		—

Operating Expenses
Professional Fees		3,000			—		37,143			—		38,523
Stock Based Compensation		—			—		1,875			—		1,875
Selling, General and Administrative Expenses		8,825			—		12,754			—		12,972

Total Operating Expenses		11,825			—		51,772			—		53,370

Loss From Operations		(11,825	)		—		(51,772	)		—		(53,370	)

Provision for Income Taxes		—			—		—			—		—

Net Loss	$	(11,825	)	$	—	$	(51,772	)	$	—	$	(53,370	)

Loss Per Common Share
Basic	$	(0.00	)	$	0.00	$	(0.02	)	$	0.00
Diluted	$	(0.00	)	$	0.00	$	(0.02	)	$	0.00

Weighted-Average Shares Used to Compute:
Basic		2,700,000			—		2,699,451			—
Diluted		2,700,000			—		2,699,451			—

~~STATEMENTS~~The OFAccompanying ~~OPERATIONS~~Notes Are an Integral Part of these Consolidated Financial Statements

~~(Unaudited)~~2

	Three Months Ended November 30					Cumulative Period From August 21, 2008 (Inception of the Development Stage) Through November 30,
	2008			2007		2008
Revenues	$	––		$	––	$	––
Costs of Sales		––			––		––
Gross Profit		––			––		––
Operating Expenses
Professional Fees		29,238			––		30,618
Stock Based Compensation		1,875			––		1,875
Other Selling, General and Administrative Expenses		1,211			––		1,429
Total Operating Expenses		32,324			––		33,922
Loss From Operations		(32,324	)		––		(33,922	)
Net Loss Before Income Taxes		(32,324	)		––		(33,922	)
Provision for Income Taxes		––			––		––
Net Loss	$	(32,324	)	$	––	$	(33,922	)
Basic and Diluted Net (Loss) Income Per Common Share	$	(0.01	)	$	––
Number of Common Shares Used to Compute Basic and Diluted Weighted Average		2,696,703			––

PEERLESS CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)

~~The~~STATEMENTS ~~Accompanying~~OF ~~Notes~~CASH ~~Are an Integral Part of these Consolidated Financial Statements~~FLOWS

2(Unaudited)

PEERLESS CAPITAL CORPORATION


	Nine Months Ended May 31,					Cumulative Period From August 21, 2008 (Inception of the Development Stage) Through May 31, 2009
	2009			2008
CASH USED IN OPERATING ACTIVITIES
Net Loss	$	(51,772	)	$	—	$	(53,370	)
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities
Stock Issued for Services		1,875			—		1,875
Changes in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		620			—		—
(Decrease) Increase in Accounts Payable and Accrued Expenses		150			—		150
NET CASH USED IN OPERATING ACTIVITIES		(49,127	)		—		(51,345	)

CASH PROVIDED BY FINANCING ACTIVITIES:
Net Proceeds From Issuance of Stock		27,118			—		32,170
Proceeds From Related Party		32,811			—		33,029
Repayments to Related Party		(12,602	)		—		(12,602	)
Refund of Cash to Investor		(1,250	)		—		(1,250	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		46,077			—		51,347

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		(3,050	)		—		2
BEGINNING CASH & CASH EQUIVALENTS		3,052			—		—
ENDING CASH & CASH EQUIVALENTS	$	2		$	—	$	2

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid for Interest	$	—		$	—
Cash Paid for Income Taxes	$	—		$	—

(AThe ~~DEVELOPMENT~~Accompanying ~~STAGE~~Notes ~~COMPANY)~~Are an Integral Part of these Consolidated Financial Statements

~~STATEMENTS OF CASH FLOWS~~3

~~(Unaudited)~~PEERLESS CAPITAL CORPORATION

	Three Months Ended November 30,					Cumulative Period From August 21, 2008 (Inception of the Development Stage) Through November 30,
	2008			2007		2008
CASH USED IN OPERATING ACTIVITIES
Net Loss	$	(32,324	)	$	––	$	(33,922	)
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities
Stock Issued for Services		1,875			––		1,875
Changes in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		(1,375	)		––		(1,995	)
(Decrease) Increase in Accounts Payable and Accrued Expenses		2,178			––		2,178
NET CASH USED IN OPERATING ACTIVITIES		(29,646	)		––		(31,864	)
CASH PROVIDED BY FINANCING ACTIVITIES:
Net Proceeds From Issuance of Stock		27,118			––		32,170
Proceeds From Related Party		9,941			––		10,159
Repayments to Related Party		(9,112	)		––		(9,112	)
Refund of Cash to Investor		(1,250	)		––		(1,250	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		26,697			––		31,967
NET DECREASE IN CASH & CASH EQUIVALENTS		(2,949	)		––		103
BEGINNING CASH & CASH EQUIVALENTS		3,052			––		––
ENDING CASH & CASH EQUIVALENTS	$	103		$	––	$	103
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid for Interest	$	––		$	––
Cash Paid for Income Taxes	$	––		$	––

(A DEVELOPMENT STAGE COMPANY)

~~The~~NOTES ~~Accompanying~~TO ~~Notes~~FINANCIAL ~~Are an Integral Part of these Consolidated Financial Statements~~STATEMENTS

3NOTE 1 – NATURE OF BUSINESS

~~PEERLESS~~Peerless ~~CAPITAL~~Capital ~~CORPORATION~~Corporation (the “Company”) was incorporated under the laws of the State of Delaware on August 21, 2008. The Company’s current certificate of incorporation provides for authorized capital stock of 500,000,000 common shares, $0.0001 par value and 10,000,000 shares of preferred stock, $0.0001 par value. The Company’s fiscal year end is August 31.

(AThe ~~DEVELOPMENT~~Company’s ~~STAGE~~business ~~COMPANY)~~plan is to further develop management’s existing contacts in the financial and entrepreneurial industries in Asia and the United States of America and generate revenues from advising entrepreneurs in Asia with regard to doing business in the United States of America. Management expects to advise their customers in the areas of general business operations, mergers and acquisitions, and international business. However, management has no proven track record in these fields and there is no assurance that management possesses the skills necessary to further develop this business and the financial and entrepreneurial contacts in Asia and the United States of America.

~~NOTES~~Control TOBy ~~FINANCIAL~~Principal ~~STATEMENTS~~Stockholders

~~NOTE 1~~The –directors ~~NATURE~~and OFexecutive ~~BUSINESS~~officers own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company’s assets or business.

~~Peerless~~NOTE ~~Capital~~2 ~~Corporation~~– ~~(the~~BASIS ~~"Company")~~OF was incorporated under the laws of the State of Delaware on August 21, 2008. The Company's current certificate of incorporation provides for authorized capital stock of 500,000,000 common shares, $0.0001 par value and 10,000,000 shares of preferred stock, $0.0001 par value. The Company's fiscal year end is August 31.PRESENTATION

~~The~~These ~~Company's~~condensed ~~business~~interim ~~plan~~consolidated ~~is to further develop management’s existing contacts in the~~ financial ~~and~~statements ~~entrepreneurial~~have ~~industries~~been inprepared ~~Asia and the United States of America and generate revenues from advising entrepreneurs~~ in ~~Asia~~accordance with ~~regard~~generally toaccepted ~~doing~~accounting ~~business~~principles in the United States of America~~. Management~~ ~~expects~~(“US ~~to advise their customers in the areas of general business operations, mergers and acquisitions, and international business~~GAAP”). However, management has no proven track record in these fields and there is no assurance that management possesses the skills necessary to further develop this business and the financial and entrepreneurial contacts in Asia and the United States of America.

~~Control~~The Byinterim ~~Principal~~results ~~Stockholders~~of operations are not necessarily indicative of the results to be expected for the fiscal year ending August 31, 2009. The Company’s financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the period presented. The Company’s accounting policies and certain other disclosures are set forth in the notes to the consolidated financial statements contained in the Company’s Form S-1, as amended, for the year ended August 31, 2008, filed with the Securities and Exchange Commission on October 31, 2008. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

~~The~~NOTE ~~directors~~3 ~~and~~– ~~executive~~SUMMARY ~~officers~~OF ~~own~~SIGNIFICANT ~~beneficially~~ACCOUNTING and in the aggregate, the majority of the voting power of the outstanding shares of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.POLICIES

~~NOTE 2~~The –financial ~~BASIS~~statements OFof ~~PRESENTATION~~the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

~~These~~Peerless ~~condensed~~Capital ~~interim~~Corporation ~~consolidated~~is ~~financial~~a ~~statements~~development ~~have~~stage ~~been~~company ~~prepared~~as indescribed ~~accordance~~by ~~with~~Statements ~~generally~~of ~~accepted~~the ~~accounting~~Financial ~~principles~~Accounting Standards Board No. 7 (“SFAS 7.”) SFAS states that a business is considered to be in the ~~United~~development ~~States~~stage if it is devoting substantially all of ~~America~~its ~~(“US~~efforts ~~GAAP”).~~to establishing a new business and either of the following conditions exists:

The interim results of operations are not necessarily indicative of the results to be expected for the fiscal year ending August 31, 2009. The Company’s financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the period presented. The Company’s accounting policies and certain other disclosures are set forth in the notes to the consolidated financial statements contained in the Company’s Form S-1~~, as amended, for the year ended August 31, 2008, filed with the Securities and Exchange Commission on October 31, 2008~~. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

~~NOTE 3~~Planned –principal ~~SUMMARY~~operations OFhave ~~SIGNIFICANT~~not ~~ACCOUNTING POLICIES~~commenced.

~~The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”)~~2. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

~~Peerless~~Planned ~~Capital~~operations ~~Corporation~~have iscommenced, abut ~~development~~there ~~stage~~has ~~company~~been asno ~~described~~significant byrevenue ~~Statements of the Financial Accounting Standards Board No~~therefrom. 7 (“SFAS 7.”) SFAS states that a business is considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:

1The Company’s management believes the Company is a development stage entity as it is in the process of attempting to develop a new business, and is also exploring various forms of financing and capital structures in order to facilitate initial operations in Asia and any possible acquisitions, mergers or other business combinations if and when such opportunities present themselves. The Company has considered SFAS 7, paragraph 11, footnote 7, and has determined that the Company qualifies as a development stage company, and as such, has determined August 21, 2008, the inception date, to be the inception date of the development stage.

~~Planned principal operations have not commenced.~~7

2The Company anticipates that after extensive operations in Asia, the Company’s management will have developed business opportunities and entered into profitable business transactions by December 31, 2009. As of May 31, 2009, the company had a total deficit of $53,370 from operations in pursuit of this objective.

~~Planned~~NOTE ~~operations~~4 ~~have~~– ~~commenced,~~GOING ~~but there has been no significant revenue therefrom.~~CONCERN

4The Company’s financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had cumulative losses of $(53,370) as of May 31, 2009 and negative cash flows from operations during the period from September 1, 2008 through May 31, 2009 of $(49,127). The ability of the Company to operate as a going concern depends upon its ability to obtain outside sources of working capital. Management is aware of these requirements and is undertaking specific measures to address these liquidity concerns. Notwithstanding the foregoing, there can be no assurance that the Company will be successful in obtaining financing, that it will have sufficient funds to execute its business plan or that it will generate positive operating results. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

~~The~~NOTE ~~Company’s~~5 ~~management~~– ~~believes~~RELATED ~~the~~PARTY Company is a development stage entity as it is in the process of attempting to develop a new business, and is also exploring various forms of financing and capital structures in order to facilitate initial operations in Asia and any possible acquisitions, mergers or other business combinations if and when such opportunities present themselves. The Company has considered SFAS 7, paragraph 11, footnote 7, and has determined that the Company qualifies as a development stage company, and as such, has determined August 21, 2008, the inception date, to be the inception date of the development stage.PAYABLE

The ~~Company~~table ~~anticipates~~below ~~that~~details ~~after~~transactions ~~extensive~~related ~~operations~~to inthe ~~Asia,~~related party payable to the Company’s ~~management~~Chief ~~will~~Executive ~~have~~Officer ~~developed~~during ~~business~~the ~~opportunities~~period ~~and~~from ~~entered~~September ~~into profitable business transactions by August 31~~1, ~~2009. As of November 30,~~ 2008, ~~the~~through ~~company~~May ~~had a total deficit of $33~~31,~~922~~ ~~from operations in pursuit of this objective.~~2009:

NOTE 4 – GOING CONCERN



	2009
Beginning Balance Payable	$	218
Advances From Chief Executive Officer		32,811
Repayments to Chief Executive Officer		(12,602	)
Ending Balance Payable	$	20,427

~~The~~All ~~Company’s~~advances financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had cumulative losses of $(33,922) as of November 30, 2008 and negative cash flows from ~~operations during~~ the ~~period~~Chief ~~from~~Executive ~~September~~Officer 1,are ~~2008~~non-interest ~~through~~bearing November 30, 2008 of $(29,646). The ability of the Company to operate as a going concern depends upon its ability to obtain outside sources of working capital. Management is aware of these requirements and isare ~~undertaking~~expected ~~specific measures~~ to ~~address these liquidity concerns. Notwithstanding the foregoing, there can~~ be norepaid ~~assurance~~within that the Company will be successful in obtaining financing, that it will have sufficient funds to execute its business plan or that it will generate positive operating results. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a ~~going~~short ~~concern~~timeframe.

NOTE 5 6 – ~~RELATED~~INCOME ~~PARTY PAYABLE~~TAXES

The ~~table~~FASB ~~below~~has ~~details~~issued ~~transactions~~Statement ~~related~~of toFinancial ~~the~~Accounting ~~related~~Standards ~~party~~No. ~~payable~~109 to(“SFAS 109”), “Accounting for Income Taxes”, which requires the ~~Company's~~asset ~~Chief~~and ~~Executive~~liability ~~Officer~~method ~~during~~of accounting for income taxes. Under the ~~period~~asset ~~from~~and ~~September~~liability 1method, ~~2008~~deferred ~~through~~income ~~November 30,~~taxes ~~2008:~~are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

	2008
Beginning Balance Payable	$	218
Advances From Chief Executive Officer		9,941
Repayments to Chief Executive Officer		(9,112	)
Ending Balance Payable	$	1,047

The Company’s net deferred tax asset as of May 31, 2009 and August 31, 2008 consisted of the following:

All advances from the Chief Executive Officer are non-interest bearing and are expected to be repaid within a short timeframe.



	May 31, 2009			August 31, 2008
Net operating loss carry forward	$	21,000		$	650

Valuation allowance		(21,000	)		(650	)
Net deferred tax asset	$	—		$	—

~~NOTE 6~~The –net ~~INCOME~~operating ~~TAXES~~losses generated in the periods ended May 31, 2009 and August 31, 2008 will expire in 2028.

The ~~FASB~~components ~~has issued Statement~~ of ~~Financial~~current ~~Accounting~~income ~~Standards~~tax ~~No. 109~~expense ~~(“SFAS 109”), “Accounting~~ for ~~Income Taxes”, which requires~~ the ~~asset~~nine ~~and~~months ~~liability~~ended ~~method~~May of31, ~~accounting~~2009 ~~for income taxes. Under the asset~~ and ~~liability~~May ~~method~~31, ~~deferred~~2008 ~~income~~consisted ~~taxes are recognized for the tax consequences~~ of ~~“temporary differences” by applying enacted statutory tax rates applicable to future years to differences between~~ the ~~financial statement carrying amounts and the tax basis of existing assets and liabilities.~~following:

The Company's net deferred tax asset as of November 30, 2008 and August 31, 2008 consisted of the following:



	May 31, 2009			May 31, 2008
Current federal tax expense	$	—		$	—
Current state tax expense		—			—
Change in NOL benefits		21,000			—

Change in valuation allowance		(21,000	)		—
Income tax expense	$	—		$	—

	November 30, 2008			August 31, 2008
Net operating loss carry forward	$	13,900		$	650
Valuation allowance		(13,900	)		(650	)
Net deferred tax asset	$	––		$	––

The ~~net~~following ~~operating~~is ~~losses~~a ~~generated~~reconciliation inof the ~~periods~~provision ~~ended~~for ~~November~~income ~~30,~~taxes ~~2008~~at ~~and~~the ~~August~~United ~~31,~~States ~~2008~~federal ~~will~~income ~~expire~~tax rate to the income taxes reflected in ~~2028.~~the Statement of Operations:



	May 31, 2009			May 31, 2008

Tax expense (credit) at statutory rate-federal		(35%	)		(35%	)
State tax expense net of federal tax		(6%	)		(6%	)
Changes in valuation allowance		41%			41%
Tax expense at actual rate		0%			0%

~~The~~NOTE ~~components~~7 of– ~~current~~RELATED ~~income~~PARTY ~~tax expense for the three months ended November 30, 2008 and November 30, 2007, consisted of the following:~~TRANSACTIONS

	November 30, 2008			November 30, 2007
Current federal tax expense	$	––		$	––
Current state tax expense		––			––
Change in NOL benefits		13,250			––
Change in valuation allowance		(13,250	)		––
Income tax expense	$	––		$	––

An entity controlled by the Company’s Chief Executive Officer billed and was paid $7,500 in consulting fees to prepare the registration statement filed on Form S-1 with the United States Securities and Exchange Commission on October 9, 2008 and amended on October 31, 2008. Additionally, an entity controlled by the Company’s Chief Executive Officer billed $9,000 in consulting fees to organize the Company, further develop the Company’s business plan, assist in preparing an application with the Federal Industry Regulatory Authority (‘FINRA”) under Rule 15c211 in order to obtain a stock symbol, and to work with the Company’s market maker in order to obtain a quote for the Company’s common stock.

The ~~following~~Company’s isChief aExecutive ~~reconciliation~~Officer ofadvanced $31,161 to the ~~provision~~Company ~~for~~during ~~income~~the ~~taxes~~nine atmonths ~~the~~ended ~~United~~May ~~States~~31, ~~federal~~2009 ~~income~~for ~~tax~~working ~~rate~~capital toneeds. ~~the~~Repayments ~~income~~of ~~taxes~~$10,952 ~~reflected~~were inmade as cash balances permitted during the ~~Statement~~nine ofmonths ~~Operations:~~ended May 31, 2009.

	November 30, 2008		November 30, 2007
Tax expense (credit) at statutory rate-federal		(35%)		(35%)
State tax expense net of federal tax		(6%)		(6%)
Changes in valuation allowance		41%		41%
Tax expense at actual rate		0%		0%

In September 2008, the Company paid a director $2,000 for legal services associated with the August 31, 2008 private placement. As of May 31, 2009, the director had billed a total of $4,000 since August 2008, and the Company had paid the director $4,000.

NOTE 7 8 – ~~RELATED~~SHAREHOLDERS’ ~~PARTY TRANSACTIONS~~EQUITY

AnPeerless ~~entity~~Capital ~~controlled~~Corporation by (the “Company’s”) ~~Chief Executive Officer billed and~~ was ~~paid~~incorporated ~~$7,500~~under inthe ~~consulting~~laws ~~fees~~of ~~to prepare~~ the ~~registration~~State ~~statement~~of ~~filed~~Delaware on ~~Form~~August ~~S-1~~21, ~~with~~2008. ~~the~~The ~~United~~Company’s ~~States~~current ~~Securities~~certificate ~~and~~of ~~Exchange~~incorporation ~~Commission~~provides onfor ~~October~~authorized 9,capital ~~2008~~stock ~~and~~of ~~amended~~500,000,000 oncommon ~~October 31~~shares, ~~2008~~$0. ~~Additionally,~~0001 anpar ~~entity~~value, ~~controlled~~and ~~by the Company's Chief Executive Officer billed $3~~10,000,000 inpreferred ~~consulting~~shares, ~~fees~~$0.0001 topar ~~organize~~value. ~~the~~There ~~Company,~~are ~~further~~no ~~develop~~outstanding ~~the~~stock ~~Company's business plan~~options, ~~assist~~stock inawards ~~preparing~~or anwarrants ~~application~~to ~~with~~purchase ~~the~~common ~~Federal~~stock ~~Industry~~as ~~Regulatory~~of ~~Authority~~May ~~('FINRA")~~31, ~~under~~2009. ~~Rule~~The ~~15c211~~Company indoes ~~order~~not tohave ~~obtain~~ a stock ~~symbol~~option plan, ~~and~~stock toaward ~~work~~plan, ~~with~~registration ~~the~~rights ~~Company's~~agreement ~~market~~or ~~maker~~any inform ~~order~~of toshareholders’ ~~obtain~~agreements ain ~~quote~~place ~~for~~as ~~the~~of ~~Company's~~May ~~common~~31, ~~stock~~2009.

~~The~~On ~~Company’s~~August ~~Chief~~21, ~~Executive Officer advanced $9~~2008,~~941~~ pursuant to ~~the~~a ~~Company~~board ~~during~~resolution, the ~~three~~Company ~~months~~issued ~~ended November 30~~2,950,000 ~~2008~~shares ~~for~~of ~~working~~its ~~capital~~Series ~~needs.~~A ~~Repayments~~Preferred ~~of $9~~Stock,~~112~~ ~~were~~at ~~made~~$0.0001 asper ~~cash~~share, ~~balances~~for ~~permitted~~a ~~during~~total ~~the~~of ~~three months ended November 30, 2008~~$295.

InOn ~~September~~August ~~2008~~31, ~~the Company paid a director $2~~2008,~~000~~ ~~for~~pursuant ~~legal~~to ~~services~~thirty ~~associated~~two ~~with~~stock ~~the~~subscription ~~August 31~~agreements, ~~2008~~the ~~private~~Company ~~placement.~~issued ~~As of November 30~~2, ~~2008~~550,000 ~~the~~shares ~~director~~of ~~had~~its ~~billed~~common astock, ~~total~~at of $~~4,000~~0.0125 ~~since~~per ~~August 2008~~share, ~~and~~for ~~the~~a ~~Company~~total ~~had~~of ~~paid the director~~ $431,~~000~~875.

~~NOTE 8~~On –September ~~SHAREHOLDERS'~~2, ~~EQUITY~~2008, the Company awarded 50,000 shares of common stock to each of its members of the board of directors, or 150,000 shares of common stock in the aggregate, for board compensation totaling $1,875. The shares were free of any vesting or other restrictions relating to performance, timing or other employment considerations.

~~Peerless~~As ~~Capital Corporation (the "Company") was incorporated under the laws~~ of ~~the~~October ~~State of Delaware on August 21~~9, 2008~~. The Company's current certificate of incorporation provides for authorized capital stock of 500~~,~~000,000~~ ~~common~~the ~~shares,~~ $~~0.0001 par value~~27,118 ~~and~~reported ~~10,000,000 preferred shares, $0.0001 par value. There are no outstanding stock options, stock awards or warrants to purchase common stock~~ as ~~of August 31, 2008. The Company does not have~~ a stock ~~option~~subscription ~~plan,~~receivable ~~stock~~in ~~award~~the ~~plan,~~accompanying ~~registration~~balance ~~rights~~sheet ~~agreement~~had orbeen ~~any~~received ~~form~~by ofthe ~~shareholders' agreements in place as of November 30, 2008~~Company.

OnAlso ~~August 21~~on October 9, 2008, ~~pursuant~~the toCompany received a ~~board~~request ~~resolution~~from two investors, who are husband and wife, to return their investments in the Company ~~issued~~which 2totaled $1,~~950,000~~250. ~~shares~~The investors learned that they were unable to participate in the private placement as a result of ~~its~~their ~~Series A~~affiliation ~~Preferred~~with ~~Stock,~~the atPresident $0of the Company and the investors affiliation with a registered broker dealer.~~0001~~ ~~per~~The ~~share~~funds were returned to the investors. However, ~~for~~the ashares ~~total~~issued ofto ~~$295~~the investors remained outstanding and are scheduled to be canceled.

OnNOTE ~~August 31,~~9 ~~2008,~~– ~~pursuant~~LOSS toPER ~~thirty two stock subscription agreements, the Company issued 2,550,000 shares of its common stock, at $0.0125 per share, for a total of $31,875.~~SHARE

OnThe ~~September 2,~~Company ~~2008~~utilizes SFAS No. 128, “Earnings per Share” to calculate gain/loss per share. Basic earnings/loss per share is computed by dividing the ~~Company~~earnings/loss ~~awarded~~available ~~50,000~~to ~~shares~~common stockholders (as the numerator) by the weighted-average number of common ~~stock~~shares outstanding (as the denominator). Diluted earnings/loss per share is computed similar to ~~each~~basic ofearning/loss ~~its~~per ~~members~~share ofexcept that the ~~board~~denominator ofis ~~directors,~~increased orto ~~150,000~~include ~~shares~~the number of additional common ~~stock~~shares inthat ~~the~~would ~~aggregate,~~have ~~for~~been ~~board~~outstanding ~~compensation~~if ~~totaling~~all ~~$1,875.~~potential ~~The~~common ~~shares~~stock ~~were~~(including ~~free~~common ofstock ~~any~~equivalents) ~~vesting~~had orall ~~other~~been ~~restrictions~~issued, ~~relating~~and toif ~~performance,~~such ~~timing~~additional orcommon ~~other~~shares ~~employment~~were ~~considerations~~dilutive.

AsThere ofwere ~~October~~no 9,common ~~2008,~~stock ~~the~~equivalents ~~$27,118~~which ~~reported~~would ashave had a ~~stock~~dilutive ~~subscription~~effect ~~receivable~~on in the ~~accompanying~~Company’s ~~balance~~common ~~sheet~~stock ~~had~~as ~~been~~of ~~received~~May by31, ~~the~~2009 ~~Company~~and May 31, 2008, respectively.

~~Also~~NOTE on10 ~~October~~– 9COMMITMENTS, ~~2008,~~CONTINGENCIES ~~the~~AND ~~Company~~OTHER received a request from two investors, who are husband and wife, to return their investments in the Company which totaled $1,250. The investors learned that they were unable to participate in the private placement as a result of their affiliation with the President of the Company and the investors affiliation with a registered broker dealer. The funds were returned to the investors. However, the shares issued to the investors remained outstanding and are scheduled to be canceled.MATTERS

~~NOTE 9~~As –of ~~LOSS~~the ~~PER~~date ~~SHARE~~of this report, the Company was not aware of any threatened or pending legal proceedings against it.

The Company currently utilizes ~~SFAS~~office ~~No. 128,~~space ~~"Earnings~~free ~~per~~of ~~Share" to calculate gain/loss per share~~charge. ~~Basic~~The ~~earnings/loss~~office ~~per~~space ~~share~~ is ~~computed~~under bylease ~~dividing the earnings/loss available~~ to ~~common~~an ~~stockholders~~entity ~~(as~~controlled ~~the numerator)~~ by the ~~weighted-average~~Company’s ~~number~~Chief ofExecutive ~~common shares outstanding (as the denominator)~~Officer. Diluted earnings/loss per share is computed similar to basic earning/loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential common stock (including common stock equivalents) had all been issued, and if such additional common shares were dilutive.

~~There~~NOTE ~~were~~11 no- ~~common~~NEW ~~stock~~ACCOUNTING ~~equivalents which would have had a dilutive effect on the Company's common stock as of November 30, 2008 and November 30, 2007, respectively.~~PRONOUNCEMENTS

~~NOTE 10~~In –December ~~COMMITMENTS~~2006, ~~CONTINGENCIES~~the ~~AND~~FASB ~~OTHER~~issued ~~MATTERS~~SFAS No. 157, “FAIR VALUE MEASUREMENTS,” (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. SFAS No. 157 simplifies and codifies related guidance within GAAP, but does not require any new fair value measurements. The guidance in SFAS No. 157 applies to derivatives and other financial instruments measured at estimated fair value under SFAS No. 133 and related pronouncements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS No. 157 applies to certain assets and liabilities that are being measured and reported on a fair value basis. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosure about fair value measurements. This Statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. We adopted SFAS 157 on September 1, 2008 without material impact to our financial statements.

AsSFAS ofNo. ~~the~~157 ~~date~~requires ofthat ~~this~~assets ~~report,~~and ~~the~~liabilities ~~Company~~carried ~~was~~at ~~not~~fair ~~aware~~value ofwill ~~any~~be ~~threatened~~classified orand ~~pending~~disclosed ~~legal~~in ~~proceedings~~one ~~against~~of ~~it.~~the following three categories:

~~The~~Level ~~Company~~1: ~~currently~~Quoted ~~utilizes~~market ~~office~~prices ~~space~~in ~~free~~active ofmarkets ~~charge. The~~for ~~office~~identical ~~space~~assets isor ~~under lease to an entity controlled by the Company’s Chief Executive Officer~~liabilities.

~~NOTE 11~~Level –2: ~~NEW~~Observable ~~ACCOUNTING~~market ~~PRONOUNCEMENTS~~based inputs or unobservable inputs that are corroborated by market data.

InLevel ~~February~~3: ~~2007,~~Unobservable ~~the~~inputs FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not ~~currently~~corroborated ~~required~~by tomarket ~~be measured at fair value~~data. ~~The adoption of SFAS No. 159 did not have a significant effect on the Company’s financial statements.~~

In ~~September~~May ~~2006~~2008, the FASB issued ~~SFAS~~FSP ~~No.~~APB ~~157~~14-1, ~~Fair~~ ~~Value~~“Accounting ~~Measurements~~ for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“~~SFAS~~FSB ~~157~~APB 14-1”). ~~SFAS~~ ~~157~~FSP ~~establishes~~APB a14-1 ~~common~~requires ~~definition~~recognition ~~for~~of ~~fair~~both ~~value~~the toliability beand ~~applied~~equity tocomponents ~~U.S.~~of ~~GAAP~~convertible ~~guidance~~debt ~~requiring~~instruments ~~use~~with ofcash ~~fair~~settlement ~~value,~~features. ~~establishes~~The adebt ~~framework~~component ~~for~~is ~~measuring~~required to be recognized at the fair value, ~~and~~of ~~expands~~a ~~disclosure~~similar ~~about~~instrument ~~such~~that ~~fair~~does ~~value~~not ~~measurements~~have an associated equity component. ~~SFAS~~ ~~157~~The equity component is ~~effective~~recognized ~~for~~as ~~fiscal~~the ~~years~~difference ~~beginning~~between ~~after~~the ~~November~~proceeds ~~15,~~from ~~2007. In~~the ~~February~~issuance ~~2008,~~of the ~~FASB~~note ~~issued~~and athe ~~final~~fair ~~Staff~~value ~~Position~~of tothe ~~allow~~liability. aFSP ~~one~~APB 14-~~year~~1 ~~deferral~~also ofrequires ~~adoption~~an accretion of ~~SFAS~~the ~~157~~resulting ~~for~~debt ~~nonfinancial~~discount ~~assets~~over ~~and~~the ~~nonfinancial~~expected ~~liabilities~~life ~~that~~of ~~are~~the ~~recognized~~debt. orRetrospective ~~disclosed~~application atto ~~fair~~all ~~value~~periods inpresented ~~the~~is ~~financial~~required ~~statements~~and on a ~~nonrecurring~~cumulative-effect ~~basis. The~~adjustment ~~FASB~~is ~~amended~~recognized ~~SFAS~~as ~~157~~of tothe ~~exclude~~beginning ~~FASB~~of ~~Statement~~the Nofirst period presented. 13This ~~and~~standard ~~its~~is ~~related~~effective ~~interpretive~~for ~~accounting~~us ~~pronouncements~~in ~~that~~the ~~address~~first ~~leasing~~quarter ~~transactions~~of fiscal year 2010. The adoption of ~~SFAS~~FSP ~~No. 159~~APB 14-1 is not expected to have a ~~significant~~material ~~effect~~impact on ~~the~~our ~~Company’s~~ financial statements.

In June ~~2007~~2008, the FASB ~~issued~~ratified ~~FASB~~the ~~Staff~~Emerging ~~Position~~Issues ~~No.~~Task Force (“EITF”) Issue No. 07-35, “~~Accounting~~Determining ~~for~~whether ~~Nonrefundable~~an ~~Advance~~Instrument ~~Payments for Goods~~ (or ~~Services~~Embedded ~~Received~~Feature) ~~for~~is ~~use~~indexed into ~~Future~~an ~~Research~~Entity’s ~~and~~own ~~Development Activities~~Stock” (“~~FSP~~ EITF 07-35”),. ~~which~~EITF ~~addresses~~07-5 ~~whether~~is ~~nonrefundable~~effective ~~advance~~for ~~payments~~financial ~~for~~statements ~~goods~~issued orfor ~~services~~fiscal ~~that are~~years ~~used~~beginning orafter ~~rendered~~December ~~for~~15, ~~research~~2008, and ~~development~~interim ~~activities~~periods ~~should~~within bethose ~~expensed~~fiscal ~~when~~years. ~~the~~Early ~~advance~~application ~~payment~~ is ~~made~~not orpermitted. ~~when~~Paragraph 11(a) of SFAS No. 133 - specifies that a contract that would otherwise meet the ~~research~~definition ~~and~~of ~~development~~a ~~activity~~derivative ~~has~~but ~~been~~is ~~performed.~~both ~~FSP~~(a) ~~EITF~~indexed ~~07-3~~to ~~will~~our beown ~~effective~~stock ~~for~~and an(b) ~~entity~~classified in stockholders’s ~~financial~~equity ~~statements~~in ~~issued~~the ~~for~~statement ~~fiscal~~of ~~years~~financial ~~beginning~~position ~~after~~would ~~December~~not ~~15,~~be ~~2007.~~consider ~~The~~a ~~adoption~~derivative offinancial instrument. EITF 07-35 ~~did~~provides ~~not~~a ~~have~~new two-step model to be applied in determining whether a ~~significant~~financial ~~effect~~instrument onor ~~the~~an ~~Company~~embedded feature is indexed to an issuer’s ~~financial~~own ~~statements~~stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception.

InWe ~~November~~will ~~2007~~adopt EITF 07-5 effective September 1, ~~FASB~~2009. ~~issued~~The adoption of EITF 07-1,5’s ~~“Accounting~~requirements can affect the accounting for ~~Collaborative~~warrants ~~Arrangements"~~ or convertible debt that contain provisions that protect holders from a decline in the stock price (~~“EITF~~or 07“down-1round” protection).~~” EITF~~ ~~07-1~~For ~~requires~~example, ~~additional~~warrants ~~disclosures~~with ~~related~~such toprovisions ~~collaborative~~will ~~arrangements.~~no ~~EITF~~longer 07be recorded in equity. Down-1round isprotection ~~effective~~provisions reduce the exercise price of a warrant or convertible instrument if a company either issues equity shares for ~~fiscal~~a ~~years~~price ~~beginning~~that ~~after~~is ~~December 15,~~lower ~~2008~~than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. ~~The~~ We evaluated whether convertible debt or warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is ~~currently~~not ~~assessing~~an input to the ~~impact~~fair value of a “fixed-for-fixed” option. We do not expect that the adoption of EITF 07-15 will have ona ~~the~~material ~~Company’s~~impact on our financial statements.

710

In ~~December 2007~~April 2009, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~FSP ~~Board~~FAS 107-1/APB 28-1 (“~~FASB~~FSP 107-1”), ~~released~~which is entitled “Interim Disclosures about Fair Value of Financial Instruments.” This pronouncement amended SFAS No~~. 141(R), “Business~~ ~~Combinations~~107,~~” to~~ ~~establish~~Disclosures ~~accounting~~about ~~and~~Fair ~~reporting~~Value ~~standards~~of Financial Instruments, to ~~improve~~require disclosure of the ~~relevance,~~carrying ~~comparability~~amount and ~~transparency~~the fair value of all financial ~~information~~instruments ~~that~~for aninterim ~~acquirer~~reporting ~~would~~periods ~~provide~~and inannual ~~its~~ financial statements ~~from~~of apublicly ~~business~~traded ~~combination~~companies (even if the financial instrument is not recognized in the balance sheet), including the methods and significant assumptions used to estimate the fair values and any changes in such methods and assumptions. ~~SFAS~~ FSP 107-1 also amended APB Opinion No. ~~141(R)~~ 28, Interim Financial Reporting, to require disclosures in summarized financial information at interim reporting periods. FSP 107-1 is effective for ~~fiscal~~interim ~~years~~reporting ~~beginning~~periods ending after ~~December~~ June 15, ~~2008. The~~2009, ~~Company~~with isearly ~~currently~~adoption ~~assessing~~permitted for periods ended after March 15, 2009 if a company also elects to early adopt FSP FAS 157-4, Determining Fair Value When the ~~impact~~Volume and Level of Activity for the ~~adoption~~Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly, and FSP FAS 115-2/FAS 124-2, Recognition and Presentation of ~~SFAS~~Other-Than-Temporary NoImpairments. ~~141(R) will~~ ~~have~~We onexpect the ~~Company’s~~adoption ~~financial~~of ~~position~~this ~~and~~pronouncement ~~results~~will ofnot ~~operations~~have a material impact to our financial statements.

In ~~December 2007~~April 2009, the FASB also ~~released~~issued ~~SFAS~~FSP ~~No. 160~~FAS 157-4, ~~“Noncontrolling~~ ~~Interests~~which ingenerally ~~Consolidated~~applies ~~Financial~~to ~~Statements~~all —assets anand ~~amendment~~liabilities within the scope of ~~Accounting~~any ~~Research~~accounting ~~Bulletin~~pronouncements that require or permit fair value measurements. This pronouncement, which does not change SFAS No. 51 157’s guidance regarding Level 1 inputs,~~” to~~ ~~improve~~requires the ~~relevance,~~entity ~~comparability~~to (i) evaluate certain factors to determine whether there has been a significant decrease in the volume and ~~transparency~~level of activity for the ~~financial~~asset ~~information~~or liability when compared with normal market activity, (ii) consider whether the preceding indicates that transactions or quoted prices are not determinative of fair value and, if so, whether a ~~reporting~~significant ~~entity~~adjustment ~~provides~~thereof is necessary to estimate fair value in ~~its financial~~accordance ~~statements~~with bySFAS ~~establishing~~No. ~~accounting~~157, and ~~reporting~~(iii) ~~standards~~ignore ~~for~~the intent to hold the ~~noncontrolling~~asset ~~interest~~or liability when estimating fair value. FSP FAS 157-4 also provides guidance to consider in determining whether a ~~subsidiary~~transaction is orderly (or not orderly) when there has been a significant decrease in the volume and level of activity for the ~~deconsolidation~~asset or liability, based on the weight of aavailable ~~subsidiary~~evidence. ~~SFAS~~ ~~No. 160~~This pronouncement is effective for ~~fiscal~~interim ~~years~~and ~~beginning~~annual reporting periods ending after ~~December~~ June 15, ~~2008~~2009, and shall be applied prospectively. ~~The~~ ~~Company~~Early isadoption ~~currently~~of ~~assessing~~FSP ~~the~~FAS ~~impact~~157-4 ~~the~~also requires early adoption of ~~SFAS~~the Nopronouncement described in the following paragraph. ~~160~~ ~~will~~However, ~~have~~early onadoption ~~the~~for ~~Company’s~~periods ~~financial~~ended ~~position~~before ~~and~~March ~~results~~15, 2009 is not permitted. We expect the adoption of ~~operations~~this pronouncement will not have a material impact to our financial statements.

In ~~February~~April ~~2008~~2009, the FASB issued ~~Financial~~FSP ~~Staff~~FAS ~~Positions~~115-2 ~~(“FSP”)~~and ~~FAS 157~~124-2~~, Effective~~ ~~Date~~(hereinafter ofreferred ~~FASB~~to ~~Statement~~as ~~No. 157 (~~“~~FSP~~ FAS ~~157~~115-2/124-2”), which ~~delays~~amends the ~~effective~~other-than-temporary ~~date~~impairment of(“OTTI”) recognition guidance in certain existing U.S. GAAP (including SFAS No. ~~157~~ 115 and 130, ~~Fair~~ ~~Value~~FSP ~~Measurement (“SFAS~~FAS ~~157”)~~115-1/FAS 124-1, and EITF Issue 99-20) for ~~all~~debt ~~nonfinancial~~securities ~~assets~~classified as available-for-sale and ~~nonfinancial~~held-to-maturity. ~~liabilities,~~FAS ~~except~~115-2/124-2 ~~those~~requires ~~that~~the ~~are~~entity ~~recognized~~to orconsider ~~disclosed~~(i) atwhether ~~fair~~the ~~value~~entire inamortized cost basis of the ~~financial~~security ~~statements~~will be recovered (based on athe ~~recurring~~present ~~basis~~value ~~(at~~of ~~least~~expected ~~annually~~cash flows)., ~~SFAS~~and ~~157~~(ii) ~~establishes~~its aintent ~~framework~~to ~~for~~sell ~~measuring~~the ~~fair~~security. ~~value~~Based ~~and~~on ~~expands~~the ~~disclosures~~factors ~~about~~described ~~fair~~in ~~value~~the ~~measurements.~~preceding ~~FSP~~sentence, ~~FAS~~this ~~157-2~~pronouncement ~~partially~~also ~~defers~~explains the ~~effective~~process ~~date~~for ofdetermining ~~SFAS 157~~the OTTI to ~~fiscal~~be ~~years~~recognized ~~beginning~~in ~~after~~“other ~~November 15,~~comprehensive ~~2008~~income” (generally, the impairment charge for other than a credit loss) and ~~interim~~in ~~periods~~earnings. ~~within~~FAS ~~those~~115-2/124-2 ~~fiscal~~does ~~years~~not ~~for~~change ~~items~~existing ~~within~~recognition ~~the~~or ~~scope~~measurement guidance related to OTTI of ~~this~~equity ~~FSP~~securities. ~~FSP~~This ~~FAS~~pronouncement ~~157-2~~ is effective ~~for~~as usdescribed ~~beginning~~in ~~January 1,~~the ~~2009~~preceding paragraph. ~~The~~Certain ~~Company~~transition isrules ~~currently~~apply ~~evaluating~~to ~~the~~debt ~~potential~~securities ~~impact~~held ofat the ~~adoption~~beginning of ~~those~~the ~~provisions~~interim period of ~~SFAS~~adoption ~~157,~~when ~~for~~an ~~which~~OTTI ~~effectiveness~~ was ~~delayed~~previously byrecognized. If an entity early adopts either FSP ~~SFAS~~107-1 or FSP FAS 157-4, the entity is also required to early adopt this pronouncement. In addition, if an entity early adopts FAS 115-2/124-2, onit ~~our~~is ~~financial~~also ~~position~~required ~~and~~to ~~results~~early adopt FSP FAS 157-4. We expect the adoption of ~~operations~~this pronouncement will not have a material impact to our financial statements.

In ~~March 2008~~November 2007, the ~~FASB~~EITF ~~released~~issued ~~SFAS~~a ~~No. 161, “Disclosures~~consensus ~~about~~on ~~Derivative~~EITF ~~Instruments~~07-1, ~~and~~“Accounting ~~Hedging~~for ~~Activities.~~Collaborative Arrangements” ~~SFAS~~ No(“EITF 07-1”). ~~161~~ ~~requires~~The ~~additional~~Task ~~disclosures~~Force ~~related~~reached a consensus on how to determine whether an arrangement constitutes a collaborative arrangement, how costs incurred and revenue generated on sales to third parties should be reported by the ~~use~~partners to a collaborative arrangement in each of ~~derivative~~their ~~instruments~~respective income statements, ~~the~~how ~~accounting~~payments ~~for~~made ~~derivatives~~to or received by a partner pursuant to a collaborative arrangement should be presented in the income statement, and what participants should disclose in the notes to the financial ~~statement~~statements ~~impact~~about ofa ~~derivatives. SFAS~~collaborative Noarrangement. ~~161~~ isThis issue shall be effective for ~~fiscal~~annual ~~years~~periods beginning after ~~November~~ December 15, 2008. ~~The~~ ~~Company~~Entities isshould ~~currently~~report ~~assessing~~the effects of applying this Issue as a change in accounting principle through retrospective application to all periods to the ~~impact~~extent practicable. Upon application of this issue, the ~~adoption~~following should be disclosed: a) a description of ~~SFAS~~the Noprior-period information that has been retrospectively adjusted, if any, and b) the effect of the change on revenue and operating expenses (or other appropriate captions of changes in the applicable net assets or performance indicator) and on any other affected financial statement line item. ~~161~~ We expect the adoption of this pronouncement will not have ona ~~the~~material ~~Company’s~~impact to our financial statements.

In ~~May 2008~~December 2007, the FASB ~~released~~issued SFAS No. ~~162, “The~~ ~~Hierarchy~~141 of(revised ~~Generally~~2007), ~~Accepted~~“Business ~~Accounting Principles.~~Combinations” (“SFAS No141(R)”). ~~162~~ ~~identifies~~This ~~the~~statement ~~sources~~requires ofan ~~accounting~~acquirer ~~principles~~to ~~and~~recognize the ~~framework~~assets ~~for~~acquired, ~~selecting~~ the ~~principles~~liabilities ~~used~~assumed, and any noncontrolling interest in the ~~preparation~~acquiree ofat ~~financial~~the ~~statements~~acquisition ofdate, ~~nongovernmental~~measured ~~entities~~at ~~that~~their ~~presented~~fair invalues ~~conformity~~as ~~with~~of ~~generally~~that ~~accepted~~date. ~~accounting~~SFAS ~~principles~~141(R) inreplaces the ~~United~~cost-allocation ~~States~~process of ~~America.~~ SFAS No. ~~162~~141, ~~will~~“Business beCombinations” ~~effective~~(“SFAS 60141”) ~~days~~which ~~following~~required the ~~SEC’s~~cost ~~approval~~ of ~~the~~an ~~PCAOB~~acquisition ~~amendments~~ to AUbe ~~Section~~allocated ~~411, The~~to ~~Meaning~~the ofindividual ~~Present~~assets ~~Fairly~~acquired inand ~~Conformity~~liabilities ~~With~~assumed ~~Generally~~based ~~Accepted~~on ~~Accounting~~their ~~Principles. The~~estimated ~~Company~~fair ~~does~~values. ~~not~~This ~~believe~~statement ~~SFAS~~applies ~~162 will have a significant impact on the Company’s financial statements.~~

811

~~ITEM~~prospectively 2and is effective for annual periods beginning after December 15, 2008. Earlier adoption is prohibited. We expect the adoption of this pronouncement will not have a material impact to our financial statements.

~~MANAGEMENT’S~~In ~~DISCUSSION~~May ~~AND~~2009, ~~ANALYSIS~~the ORFASB ~~RESULTS~~issued OFSFAS ~~OPERATIONS~~No. 165, Subsequent Events, (“SFAS 165”) which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. We adopted SFAS 165 beginning April 1, 2009. The adoption of SFAS 165 did not have a material impact on our consolidated financial position, results of operations or cash flows. We have evaluated subsequent events through August 31, 2009, the day before our condensed consolidated financial statements were issued.

The ~~discussion~~Sarbanes-Oxley Act of 2002 (“the Act”) introduced new requirements regarding corporate governance and financial ~~statements~~reporting. ~~contained~~Among ~~herein~~the ~~are~~many requirements of the Act is for management to annually assess and report on the ~~three~~effectiveness ~~months~~of ~~ended~~its ~~November~~internal ~~30,~~control ~~2008~~over financial reporting under Section 404(a) and ~~November~~for ~~30,~~its ~~2007~~registered public accountant to attest to this report under Section 404(b). The ~~following~~SEC ~~discussion~~has ~~should~~modified bethe ~~read~~effective date and adoption requirements of Section 404(a) and Section 404(b) implementation for non-accelerated filers multiple times, such that we were required to issue our management report on internal control over financial reporting in ~~conjunction~~this ~~with~~annual report on Form 10-K for the fiscal year ended August 31, 2008. Based on current SEC requirements, we will be required to have our auditor attest the effectiveness of internal controls over financial ~~statements~~reporting ~~and~~for ~~notes~~our ~~included~~fiscal ~~herewith~~year ending August 31, 2009.

~~CAUTIONARY~~Other ~~STATEMENT~~recent ~~CONCERNING~~accounting ~~FORWARD-LOOKING~~pronouncements ~~STATEMENTS~~issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements, including statements regarding our ability to continue to create innovative technology products, our ability to continue to generate new business based on our sales and marketing efforts, referrals and existing relationships, our financing strategy and ability to access the capital markets and other risks discussed in our Risk Factor section included in our Form S-1, as amended, for the year ended August 31, 2008, as filed with the Securities and Exchange Commission on October 31, 2008. Although we believe the expectations expressed in the forward-looking statements included in this Form 10-Q are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause our actual results to differ materially from those expressed in any forward-looking statements. We cannot assure you that the results or developments expected or anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.12

~~THREE~~ITEM ~~MONTHS~~2. ~~ENDED~~MANAGEMENT’S ~~NOVEMBER~~DISCUSSION ~~30,~~AND ~~2008~~ANALYSIS ASOR ~~COMPARED~~RESULTS TOOF ~~THE THREE MONTHS ENDED NOVEMBER 30, 2007~~OPERATIONS.

~~RESULTS~~The OFdiscussion ~~OPERATIONS~~and financial statements contained herein are for the nine months ended May 31, 2009 and May 31, 2008. The following discussion should be read in conjunction with our financial statements and notes included herewith.

~~SALES~~CAUTIONARY ~~AND~~STATEMENT ~~COSTS~~CONCERNING OFFORWARD-LOOKING ~~GOODS SOLD~~STATEMENTS

~~Sales~~This report contains forward-looking statements that involve risks and ~~costs~~uncertainties. ofWe ~~good~~generally ~~sold~~use ~~for~~words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements, including statements regarding our ability to continue to create innovative technology products, our ability to continue to generate new business based on our sales and marketing efforts, referrals and existing relationships, our financing strategy and ability to access the ~~three~~capital ~~months~~markets and other risks discussed in our Risk Factor section included in our Form S-1, as amended, for the year ended ~~November~~August 3031, 2008, ~~were~~as $0filed aswith ~~compared~~the Securities and Exchange Commission on October 31, 2008. Although we believe the expectations expressed in the forward-looking statements included in this Form 10-Q are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause our actual results to $0differ ~~for~~materially from those expressed in any forward-looking statements. We cannot assure you that the ~~three~~results ~~months~~or ~~ended~~developments ~~November~~expected 30or anticipated by us will be realized or, ~~2007~~even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. ~~The~~We ~~Company~~caution ~~was~~readers ~~organized~~not to place undue reliance on ~~August~~these 21forward-looking statements, ~~2008~~which ~~and~~speak ~~has~~only ~~yet~~as of their dates. We do not intend to ~~generate~~update ~~revenues~~any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

~~OPERATING~~NINE ~~EXPENSES~~MONTHS ENDED MAY 31, 2009 AS COMPARED TO THE NINE MONTHS ENDED MAY 31, 2008

~~Operating~~RESULTS ~~expenses~~OF for the three months ended November 30, 2008 amounted to $32,324 as compared to $0 for the three months ended November 30, 2007. The Company was organized on August 21, 2008 and thus had no operations in 2007. Operations in 2008 consisted of $25,310 in professional fees paid to develop the Company's business plan, file a registration on Form S-1 with the United States Securities and Exchange Commission and to prepare an application with FINRA in order to obtain a stock symbol and eventually a stock quote. Additionally, a total $3,928 in professional fees were billed to the Company by its independent auditor.OPERATIONS

~~NET~~SALES ~~LOSS~~AND COSTS OF GOODS SOLD

~~Net~~Sales ~~loss~~and costs of good sold for the ~~three~~nine months ended ~~November~~May 3031, ~~2008~~2009 ~~was~~were $~~32,324~~0 as compared to $0 for the ~~three~~nine months ended ~~November~~May 3031, ~~2007~~2008. ~~due~~The toCompany ~~the~~was ~~reasons~~organized ~~set~~on ~~forth~~August ~~above~~21, 2008 and has yet to generate revenues.

~~BASIC~~OPERATING ~~AND DILUTED INCOME PER SHARE~~EXPENSES

~~Our~~Operating ~~basic~~expenses ~~and~~for ~~diluted~~the ~~net~~nine ~~loss~~months ~~per~~ended ~~share~~May ~~was~~31, 2009 amounted to $~~(0.01)~~51,772 ~~and~~as compared to $0~~.00~~ for the ~~three~~nine months ended ~~November~~May 3031, 2008. The Company was organized on August 21, 2008 and ~~November~~thus had no operations for the nine months ended May 31, 2008. For the nine months ended May 31 2009, the company incurred professional fees of $30,810 ~~2007~~to develop the Company’s business plan, ~~respectively~~file a registration on Form S-1 with the United States Securities and Exchange Commission and to prepare an application with FINRA in order to obtain a stock symbol and eventually a stock quote. Additionally, a total of $5,833 in professional fees were billed to the Company by its independent auditor.

~~LIQUIDITY~~NET ~~AND CAPITAL RESOURCES~~LOSS

AsNet ofloss ~~November~~for ~~30,~~the ~~2008,~~nine ~~our~~months ~~current~~ended ~~assets~~May ~~were $2~~31,~~098~~ ~~and~~2009 ~~current~~was ~~liabilities were~~ $351,~~225.~~772 ~~Cash and cash equivalents totaled $103~~ as ofcompared ~~November~~to ~~30, 2008. Our Shareholders' deficit at November 30, 2008 was~~ $~~1,127.~~0 ~~We had a net usage of cash~~ for ~~operating activities for~~ the ~~three~~nine months ended ~~November~~May 3031, 2008 ~~and~~due ~~2007~~to ~~of $29,646 and $0, respectively. We had net cash provided by financing activities of $26,697 and $0 for~~ the ~~three~~reasons ~~months~~set ~~ended~~forth ~~November 30, 2008 and 2007, respectively~~above.

9BASIC AND DILUTED INCOME PER SHARE

WeOur ~~are~~basic ~~operating~~and ~~from~~diluted anet ~~cash~~loss ~~flow~~per ~~deficit~~share ~~funded~~was by$(0.02) ~~the issuance of debt~~ and ~~the sale of equity, including funding provided by the Company's Chief Executive Officer~~$0.00 ~~Without~~for the ~~continued~~nine ~~availability~~months ofended ~~external~~May ~~funding~~31, we2009 ~~would have to materially curtail our operations~~ and ~~our~~May ~~current~~31, ~~plans for expansion. We intend to continue funding our operations through the sale of additional equity and/or issuance of debt~~2008, ~~though there can be no guarantee that we will be successful in our efforts~~respectively.

~~FINANCING~~THREE ~~ACTIVITIES~~MONTHS ENDED MAY 31, 2009 AS COMPARED TO THE THREE MONTHS ENDED MAY 31, 2008

~~The~~RESULTS ~~Company’s~~OF Chief Executive Officer advanced $9,941 to the Company during the three months ended November 30, 2008 for working capital needs. Repayments of $9,112 were made as cash balances permitted during the three months ended November 30, 2008.OPERATIONS

~~MATERIAL~~SALES ~~TRENDS~~ AND ~~UNCERTAINTIES~~COSTS OF GOODS SOLD

WeSales ~~are a shell company. Should our cash flow shortfalls continue,~~ and ~~should~~costs weof begood ~~unsuccessful~~sold infor ~~raising~~the ~~capital,~~three itmonths ~~will~~ended ~~have~~May ~~an adverse impact on our business~~31, ~~which~~2009 inwere ~~turn~~$0 ~~will~~as ~~have~~compared anto ~~adverse~~$0 ~~impact~~for onthe ~~our~~three ~~financial~~months ~~condition~~ended ~~and~~May ~~results of operations. While we are actively assessing our cash flow needs and pursuing multiple avenues of financing and cash flow generation~~31, ~~there can be no assurance that our activities will be successful~~2008. IfThe ~~our~~Company ~~fundraising~~was ~~efforts~~organized ~~are~~on ~~not~~August ~~successful~~21, it2008 isand ~~likely~~has ~~that~~yet ~~we will not be able~~ to ~~meet~~generate ~~our obligations as they come due~~revenues.

~~ITEM~~OPERATING 3.EXPENSES

~~QUANTITATIVE~~Operating ~~AND~~expenses ~~QUALITATIVE~~for ~~DISCLOSURES~~the ~~ABOUT~~three ~~MARKET~~months ~~RISK~~ended May 31, 2009 amounted to $11,825 as compared to $0 for the three months ended May 31, 2008. The Company was organized on August 21, 2008 and thus had no operations for the three months

~~Not applicable~~13

~~ITEM~~ended 4TMay 31, 2008. For the three months ended May 31, 2009, the company incurred professional fees and travel costs of $3,000 and $6,776, respectively, for general business development activities in Asia.

~~CONTROLS~~NET ~~AND PROCEDURES~~LOSS

~~Evaluation~~Net ofloss ~~Disclosure~~for ~~Controls~~the ~~and~~three ~~Procedures~~months ended May 31, 2009 was $11,825 as compared to $0 for the three months ended May 31, 2008 due to the reasons set forth above.

WeBASIC ~~conducted~~AND anDILUTED ~~evaluation~~INCOME ~~under~~PER the supervision and with the participation of our management, including our Chief Executive Officer (who is also the principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer (who is also the principal accounting officer) concluded that as of November 30, 2008, there were no matters which would result in more than a remote likelihood that a material misstatement of the quarterly financial statements would not have been prevented or detected.SHARE

~~Changes~~Our inbasic ~~Internal~~and ~~Control~~diluted ~~Over~~net ~~Financial~~loss ~~Reporting~~per share was $(0.00) and $0.00 for the three months ended May 31, 2009 and May 31, 2008, respectively.

NoLIQUIDITY ~~change~~AND inCAPITAL the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended November 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. RESOURCES

10As of May 31, 2009, our current assets were $2 and current liabilities were $20,577. Cash and cash equivalents totaled $2 as of May 31, 2009. Our Shareholders’ deficit at May 31, 2009 was $(20,575). We had a net usage of cash for operating activities for the nine months ended May 31, 2009 and 2008 of $(49,127) and $0, respectively. We had net cash provided by financing activities of $46,077 and $0 for the nine months ended May 31, 2009 and 2008, respectively.

~~PART~~We IIare —operating ~~OTHER~~from ~~INFORMATION~~a cash flow deficit funded by the issuance of debt and the sale of equity, including funding provided by the Company’s Chief Executive Officer. Without the continued availability of external funding, we would have to materially curtail our operations and our current plans for expansion. We intend to continue funding our operations through the sale of additional equity and/or issuance of debt, though there can be no guarantee that we will be successful in our efforts.

~~ITEM~~FINANCING 1.ACTIVITIES

~~LEGAL~~The ~~PROCEEDINGS~~Company’s Chief Executive Officer advanced $31,161 to the Company during the nine months ended May 31, 2009 for working capital needs. Repayments of $10,952 were made as cash balances permitted during the nine months ended May 31, 2009.

WeMATERIAL ~~may~~TRENDS beAND involved in litigation, negotiation and settlement matters that may occur in our day-to-day operations. Management does not believe the implication of this type of litigation will have a material impact on our financial statements.UNCERTAINTIES

~~ITEM~~We 1Aare a shell company. Should our cash flow shortfalls continue, and should we be unsuccessful in raising capital, it will have an adverse impact on our business, which in turn will have an adverse impact on our financial condition and results of operations. While we are actively assessing our cash flow needs and pursuing multiple avenues of financing and cash flow generation, there can be no assurance that our activities will be successful. If our fundraising efforts are not successful, it is likely that we will not be able to meet our obligations as they come due.

~~RISK~~ITEM ~~FACTORS~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not ~~required.~~applicable

ITEM 24T. CONTROLS AND PROCEDURES

~~UNREGISTERED~~Evaluation ~~SALES~~of OFDisclosure ~~EQUITY~~Controls ~~SECURITIES~~and ~~AND USE OF PROCEEDS.~~Procedures

~~NONE~~We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (who is also the principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer (who is also the principal accounting officer) concluded that as of May 31, 2009, there were no matters which would result in more than a remote likelihood that a material misstatement of the quarterly financial statements would not have been prevented or detected.

~~ITEM 3.~~14

~~DEFAULTS~~Changes ~~UPON~~in ~~SENIOR~~Internal ~~SECURITIES.~~Control Over Financial Reporting

~~NONE~~No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended May 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~ITEM 4.~~15

~~SUBMISSION~~PART OFII ~~MATTERS~~— TOOTHER ~~A VOTE OF SECURITY HOLDERS.~~INFORMATION

~~NONE~~ITEM 1. LEGAL PROCEEDINGS.

~~ITEM~~We 5may be involved in litigation, negotiation and settlement matters that may occur in our day-to-day operations. Management does not believe the implication of this type of litigation will have a material impact on our financial statements.

~~OTHER~~ITEM ~~INFORMATION~~1A. RISK FACTORS

~~NONE~~Not required.

ITEM 62. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~EXHIBITS~~NONE.

Exhibits.
No.		Description
31.1		Certification Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

11NONE.

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

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~NONE.

~~Date:~~ITEM ~~January~~5. ~~14,~~OTHER ~~2009~~INFORMATION.

~~PEERLESS CAPITAL CORPORATION (Registrant) By: /s/ JAMES T~~NONE. ~~CRANE James T. Crane Chief Executive Officer and Principal Accounting Officer~~

12ITEM 6. EXHIBITS.



Exhibits. No.		Description
31.1		Certification Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	PEERLESS CAPITAL CORPORATION
	(Registrant)

Date: August 31, 2009	By:	/s/ James T. Crane
		James T. Crane
		Chief Executive Officer and Principal Accounting Officer

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