UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 000-32981

Tuscany Minerals Ltd.
(Exact name of registrant as specified in its charter)

Cayman Islands	98-0335259
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

780 - 333 Seymour Street, Vancouver, British Columbia, V6B 5A6
(Address of principal executive offices) (zip code)

778.370.1715
(Registrant’s telephone number, including area code)

Not Applicable
(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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]   No [ ] (does not yet apply to registrant)

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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 definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]   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:

12,538,000 common shares issued and outstanding as at August 6, 2009.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the interim financial statements for the quarter ended June 30, 2009 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2009

(Unaudited)

(Stated in U.S. Dollars)

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

		JUNE 30			DECEMBER 31
		2009			2008
		(Unaudited)			(Audited)
ASSETS
Current
Cash	$	120		$	659
LIABILITIES
Current
Accounts payable and accrued liabilities	$	136,536		$	109,156
Notes and accrued interest payable (Note 4)		304,958			221,119
Promissory note and accrued interest payable (Note 5)		330,078			320,687
		771,572			650,962
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Authorized:
100,000,000 voting common shares, par value $0.001
per share
Issued and outstanding:
12,538,000 (2008 – 12,538,000) common shares		12,538			12,538
Additional paid-in capital		63,462			63,462
Deficit Accumulated During The Exploration Stage		(847,452	)		(726,303	)
		(771,452	)		(650,303	)
	$	120		$	659

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

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

														PERIOD FROM
														DATE OF
														INCEPTION
														OCTOBER 5
		THREE MONTHS ENDED						SIX MONTHS ENDED						2000 TO
		JUNE 30,						JUNE 30,						JUNE 30,
		2009			2008			2009			2008			2009
Expenses
Consulting fee	$	-		$	-		$	-		$	-		$	3,193
Filing and stock transfer
fees		3,503			1,073			6,489			1,073			14,581
Interest		9,480			7,594			18,348			14,945			178,266
Management fee		13,705			2,250			26,246			4,500			105,283
Mineral property
exploration expenditure		-			-			-			-			8,500
Mineral property option
payment		-			-			-			-			3,428
Office and sundry		3,021			1,347			4,042			1,583			10,563
Oil and gas property
exploration expenditures		-			-			-			-			202,686
Professional fees		39,393			9,111			66,024			22,092			282,464
Travel and business
development		-			-			-			-			38,488
		69,102			21,375			121,149			44,193			847,452
Net Loss For The Period	$	(69,102	)	$	(21,375	)	$	(121,149	)	$	(44,193	)	$	(847,452	)
Basic And Diluted Loss
Per Common Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted Average
Number Of Common
Shares Outstanding		12,538,000			12,538,000			12,538,000			12,538,000

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

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

														PERIOD FROM
														DATE OF
														INCEPTION
														OCTOBER 5,
		THREE MONTHS ENDED						SIX MONTHS ENDED						2000 TO
		JUNE 30						JUNE 30						JUNE 30,
		2009			2008			2009			2008			2009
Cash Flows (Used In) Provided By:
Operating Activities
Net loss for the period	$	(69,102	)	$	(21,375	)	$	(121,149	)	$	(44,193	)	$	(847,452	)
Changes in non-cash operating
working capital items:
Prepaids and deposits		-			(25	)		-			(25	)		-
Accounts payable and accrued
liabilities		28,953			(3,006	)		27,380			3,753			136,536
Accrued interest payable		9,480			7,594			18,348			14,944			178,266
		(30,669	)		(16,812	)		(75,421	)		(25,521	)		(532,650	)
Financing Activities
Proceeds from notes		30,534			16,918			74,882			24,569			260,720
Proceeds from promissory note		-			-			-			-			76,000
Issuance of common shares		-			-			-			-			196,050
		30,534			16,918			74,882			24,569			532,770
Net (Decrease) Increase In Cash		(135	)		106			(539	)		(952	)		120
Cash, Beginning Of Period		255			176			659			1,234			-
Cash, End Of Period	$	120		$	282		$	120		$	282		$	120
Supplemental Disclosure Of Cash Flow Information
Interest paid	$	-			-		$	-			-		$	-
Income taxes paid	$	-			-		$	-			-		$	-

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

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION
	The unaudited interim financial statements as of June 30, 2009 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the December 31, 2008 audited financial statements and notes thereto. The operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.
2.	NATURE OF OPERATIONS AND GOING CONCERN
	a)	Organization
		The Company was incorporated in the State of Nevada, U.S.A., on October 5, 2000. The Company’s principal executive offices are in Vancouver, British Columbia, Canada.
		On May 17, 2006, the Company incorporated a wholly-owned Washington subsidiary for the sole purpose of redomiciling to the State of Washington through a merger with its subsidiary. Effective June 26, 2006, the Company merged with and into its subsidiary, Tuscany Minerals, Ltd., a Washington company, with the surviving company being Tuscany Minerals, Ltd., the Washington company. As a result of this transaction, the Company redomiciled from the State of Nevada to the State of Washington. The existing bylaws of Tuscany Minerals, Ltd., the Washington company, remained as the bylaws of the surviving corporation.
		Effective July 7, 2009, the Company merged with its subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the surviving company being Tuscany Minerals Ltd., the Wyoming company. Effective July 28, 2009, the Company was issued a certificate of registration by way of continuation by the Registrar of Companies of the Cayman Islands. As a result of this transaction, the Company redomiciled to the Cayman Islands and became a foreign private issuer. See Note 8 – Subsequent Events.
	b)	Exploration Stage Activities
		The Company has been in the exploration stage since its formation and has not realized any revenues from its planned operations. As at June 30, 2009, the Company is evaluating new opportunities in both the mineral exploration business and in other industries unrelated to the resource sector. The Company had previous exploration activities in the natural gas and oil business in 2003 and in the acquisition and exploration of mining properties prior to 2003.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

2.	NATURE OF OPERATIONS AND GOING CONCERN (Continued)
	c)	Going Concern
		The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
		As shown in the accompanying financial statements, the Company has incurred a net loss of $847,452 for the period from October 5, 2000 (inception) to June 30, 2009, has negative cash flow, has a stockholders’ deficiency and has no sales. The future of the Company is dependent upon its ability to obtain adequate financing and upon future profitable operations from the development of any business that it may acquire. Management has plans to seek additional capital through a private placement and public offering of common stock and from the issuance of promissory notes. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.
	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:
	a)	Exploration Stage Company
		The Company complies with Financial Accounting Standards Board (“FASB”) Statement No. 7, and Securities and Exchange Commission (“SEC”) Act Guide 7 in its characterization as an exploration stage company.
	b)	Mineral Property Interests
		Costs of acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.
	c)	Cash
		Cash consists of cash on deposit with high quality major financial institutions. The carrying amounts approximated fair market value due to the liquidity of these deposits.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	d)	Use of Estimates
		The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.
	e)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in foreign currencies are translated into U.S. dollars as follows:

i)	monetary items at the rate prevailing at the balance sheet date;
ii)	non-monetary items at the historical exchange rate; and
iii)	revenue and expense at the average rate in effect during the applicable accounting period.

f)	Basic and Diluted Loss Per Share
	The Company computes loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128 – “Earnings Per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same as any exercise of options or warrants would be anti-dilutive.
g)	Financial Instruments
	The Company’s financial instruments consist of cash on deposit, accounts payable and accrued liabilities, notes payable and promissory notes payable.
	Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments. The respective carrying values of financial instruments approximate their fair values. Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	h)	Income Taxes
		The Company has adopted SFAS No. 109 – “Accounting for Income taxes” (“SFAS No. 109”). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
	i)	Asset Retirement Obligations
		The Company has adopted SFAS No. 143 – “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.
		The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.
	j)	Asset Impairment
		Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable, pursuant to guidance established in SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS No. 144”). The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

4.	NOTES AND ACCRUED INTEREST PAYABLE
	Notes payable of $260,719 to June 30, 2009 (December 31, 2008 - $185,837) are unsecured, payable on demand, and bear interest at 8% per annum. From the date of advancement of funds to June 30, 2009, interest of $44,239 has been accrued (December 31, 2008 - $35,282). Interest expensed for the three months ended June 30, 2009 amounted to $ 4,758 (June 30, 2008 - $2,872).
	At June 30, 2009, $222,180 (December 31, 2008 - $140,956) of the notes payable and accrued interest are due to companies with a common director or officer.
5.	PROMISSORY NOTE AND ACCRUED INTEREST PAYABLE
	At June 30, 2009 the promissory note of $196,050 (December 31, 2008 - $196,050) bore interest at 8% per annum and was repayable in full on January 28, 2004.
	The Company had entered into various loan extension agreements since the initial due date, including a required balloon payout amount of $25,000. At June 30, 2009, the expiry date is July 28, 2009. Since advancement of funds to June 30, 2009, interest of $109,028 (December 31, 2008- $99,637) has accrued. Interest expensed for the three months ended June 30, 2009 amounted to $4,722 (June 30, 2008 - $4,722).
6.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
	For the six months ended June 30, 2009, the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.
	The following are related party transactions and amounts owing at June 30, 2009 that are not otherwise disclosed elsewhere:
	a)	The Company paid a management fee of $26,246 (June 30, 2008 - $4,500) to a company controlled by a director for the six months ended June 30, 2009. The management services were on a month to month basis at $750 per month until September 30, 2008. On November 1, 2008, the Company entered into an agreement with the same party in which the Company agreed to pay $4,516 ($5,250 CAD) per month for management services on a month to month basis.

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TUSCANY MINERALS LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 AND 2008

(Unaudited)

(Stated in U.S. Dollars)

6.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING (continued)
	b)	As of June 31, 2009, accounts payable of $27,976 (December 31, 2008 - $27,934) were owing to a director of the Company and $60,782 (December 31, 2008 - $51,750) was owing to a company controlled by the same director.
	c)	Interest expensed by the Company relating to notes payable due to a company with a common director amounted to $3,433 (June 30, 2008 - $3,277) for the six months ended June 30, 2009.
	d)	Interest expensed by the Company relating to notes payable due to a company with a common officer amounted to $2,809 (June 30, 2008 - $Nil) for the six months ended June 30, 2009.
7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS
	The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements, rental premises or other matters. Management services provided are on a month to month basis.
8.	SUBSEQUENT EVENTS
	a)	On July 08, 2009, the Company issued a promissory note payable to a company with a common officer of the Company, bearing 8% per annum, unsecured and payable on demand for $44,812 ($52,206 CDN).
	b)	Effective July 7, 2009, the Company merged with and into its subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the surviving company being Tuscany Minerals Ltd., the Wyoming company. As a result of this transaction, the Company redomiciled from the State of Washington to the State of Wyoming. The existing bylaws of Tuscany Minerals Ltd., the Wyoming company, remained as the bylaws of the surviving corporation. The wholly-owned subsidiary was incorporated for the sole purpose of redomiciling to the State of Wyoming through a merger with the subsidiary.
	c)	Efffective July 28, 2009, the Company was issued a certificate of registration by way of continuation from the Registrar of Companies of the Cayman Islands. As a result, the Company redomiciled from the State of Wyoming to the Cayman Islands. At the same time, the Company adopted a new memorandum of association and articles of association in substitution of its existing constating documents. As a result of the continuation, the Company became a foreign private issuer as defined in Rule 3b-4 promulgated under the Securities Exchange Act of 1934.
	d)	The Company did not repay the promissory note due July 28, 2009 (see Note 5). However, on July 28, 2009, the Company entered into an extension agreement to extend the expiry date to January 28, 2010, under the same terms and interest rate.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, which may cause our actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this report and unless otherwise indicated, the terms “we”, “us” and “our” refer to Tuscany Minerals Ltd.

Results of Operations

We are a junior exploration stage company that has not yet generated or realized any revenues from our business operations. Our company does not currently own any property interests.

On July 7, 2009, we merged with and into our wholly-owned subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the surviving company being Tuscany Minerals Ltd., the Wyoming company. As a result of this transaction, we redomiciled from the State of Washington to the State of Wyoming. Our bylaws were amended in accordance with the Wyoming Business Corporation Act. A majority of our shareholders approved the merger at our annual and special meeting held on July 2, 2009.

Upon the completion of the merger of our company with and into our Wyoming subsidiary, we filed an application for continuance with the Registrar of Companies of the Cayman Islands on July 28, 2009 and received a certificate of registration by way of continuation from the Registrar, dated July 28, 2009, on July 29, 2009. In accordance with the resolutions of our shareholders at the meeting held on July 2, 2009, a new memorandum of association and articles of association were adopted in substitution of our existing constating documents, effective July 28, 2009, as a result of the issuance of the certificate of registration. As a result of the continuation, our company became a “foreign private issuer” as defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934. As such, we will no longer be required to file annual reports on Form 10-K or quarterly reports on Form 10-Q for any periods subsequent to the period ended June 30, 2009.

We have been seeking opportunities to acquire prospective or existing mineral properties, prospective or producing oil and gas properties or other oil and gas resource related projects. To date, we have not been as successful as hoped in implementing our business plan. As such, we are now also seeking business opportunities with established business entities for the merger of a target business with our company in non-resource related businesses in order to find the best opportunity for our company to realize value for our shareholders. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. We are currently in negotiations with one party to enter into a business opportunity but we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

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Even if we are able to acquire an interest in a mineral or oil and gas property or enter into a non-resource business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over the next twelve months:

1.	$25,000 in connection with our company locating, evaluating and negotiating potential business opportunities;
2.	$10,000 for operating expenses; and
3.	$63,000 for management, advisory and administrative costs payable pursuant to the terms of the consulting agreement with CHM Financial Services Inc.

We will incur additional expenses if we are successful in entering into an agreement to acquire an interest in a prospective or existing mineral property, a prospective or producing oil or gas property or a non-resource business opportunity. If we acquire any property interests or business, we will require significant funds to develop the property or business in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a definitive agreement to acquire an interest in a property or enter into a business combination.

We require a minimum of approximately $98,000 to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective property or business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. As we had cash in the amount of $120 and a working capital deficit in the amount of $771,452 as of June 30, 2009, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

On May 8, 2009, we issued a $31,036 (CDN$35,682) promissory note to In Touch Digital Media Inc., a wholly-owned company of Ross Tocher, an officer of our company. The promissory note bears 8% interest, is unsecured and is payable on demand. Although the issuance of the promissory note provided funds for short-term obligations, we require significant additional funds in order to eliminate our working capital deficiency and fund our plan of operations. We plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.

Due to the current financial crisis, there can be no assurance that additional financing will be available when needed or, if available, on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we may not be able to meet our obligations as they come due and may be forced to scale down or perhaps even cease business operations.

There are no material changes in our results of operations as our results of operations are consistent with past periods. We did not generate or realize any revenues from our business operations and our expenses were related to complying with our obligations as a reporting company under the Securities Exchange Act of 1934. These expenses consisted primarily of professional fees relating to the preparation of our financial statements and completion of our annual report, quarterly report and current report filings with the Securities and Exchange Commission.

Three and Six Months Ended June 30, 2009 and 2008

During the three months ended June 30, 2009, we incurred expenses of $69,102 compared to $21,375 during the three months ended June 30, 2008. The increase in expenses during the three months ended June 30, 2009 was largely due to an increase in professional fees from $9,111 during the three months ended June 30, 2008 to $39,393

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during the three months ended June 30, 2009 and an increase in management fees from $2,250 during the three months ended June 30, 2008 to $13,705 during the three months ended June 30, 2009.

During the six months ended June 30, 2009, we incurred expenses of $121,149 compared to $44,193 during the six months ended June 30, 2008. The increase in expenses during the six months ended June 30, 2009 was largely due to an increase of professional fees from $22,092 during the six months ended June 30, 2008 to $66,024 during the six months ended June 30, 2009, primarily as a result of fees incurred in connection with the preparation and filing of a registration statement on Form S-4 and amendments thereto with the Securities and Exchange Commission in connection with our now completed continuance to the Cayman Islands, and an increase in management fees from $4,500 during the six months ended June 30, 2008 to $26,246 during the six months ended June 30, 2009 as a result of the entry into a new consulting agreement with CHM Financial Services Inc., which is a wholly-owned company of our sole director. For more information on our continuation to the Cayman Islands subsequent to the completion of the second quarter of 2009, please see the section entitled “Results of Operations”.

Liquidity and Capital Resources

Working Capital

		As at June 30,			As at December 31,
		2009			2008
Current assets	$	120		$	659
Current liabilities		(771,572	)		(650,962	)
Working capital (deficiency)	$	(771,452	)	$	(650,303	)

Our working capital deficiency increased from $650,303 at December 31, 2008 to $771,452 at June 30, 2009 as a result of incurring operational expenses during the period. On January 6, 2009, we issued a $9,188 (CDN$11,246) promissory note to In Touch Digital Media Inc., a wholly-owned company of Ross Tocher, an officer of our company. The promissory note bears 8% interest, is unsecured and is payable on demand. We also issued three additional promissory notes to In Touch Digital Media Inc. on February 18, 2009 in the amount of $23,293 (CDN$28,511), on March 31, 2009 in the amount of $12,558 (CDN$15,371) and on May 8, 2009 in the amount of $31,036 (CDN$35,682) on the same terms. Although the issuance of the promissory notes provided funds for short-term obligations, we require significant additional funds in order to eliminate our working capital deficiency and fund our plan of operations.

In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination with.

Operating Activities

Operating activities used cash of $75,421 during the six months ended June 30, 2009 as compared to $25,521 during the six months ended June 30, 2008. The increase was primarily due to increased professional fees relating to the continuation of our company to the Cayman Islands and increased consulting fees paid to a company controlled by our sole director.

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Financing Activities

Financing activities provided cash of $74,882 during the six months ended June 30, 2009 as compared to $24,569 during the six months ended June 30, 2008. This increase was primarily due to the issuance of four promissory notes during the period to In Touch Digital Media Inc., a company wholly-owned by Ross Tocher, an officer of our company.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended December 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

We have incurred a net loss of $847,452 for the period from inception on October 5, 2000 to June 30, 2009, have negative cash flow, have a stockholders’ deficiency and have no sales. The future of our company is dependent upon our ability to obtain adequate financing and upon future profitable operations from the development of any business that we may acquire. Management has plans to seek additional capital through a private placement and public offering of any common stock and from the issuance of promissory notes.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon our company locating and acquiring a business opportunity, and achieving a profitable level of operation. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $120 and a working capital deficit of $771,452 as of June 30, 2009. We do not have sufficient funds to independently finance the acquisition of suitable business opportunities, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate and acquire suitable business opportunities. Obtaining additional financing is subject to a number of factors, including market acceptance of projects, investor acceptance of any business opportunity we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

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We currently do not generate revenues, and as a result, we face a high risk of business failure.

We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. To date, we have not been as successful as hoped in implementing our business plan. As such, we are now also seeking business opportunities with established business entities for the merger of a target business with our company in non-resource related businesses in order to find the best opportunity for our company to realize value for our shareholders. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property or non-resource business. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

The worldwide macroeconomic downturn may reduce the ability of our company to obtain the financing necessary to continue our business and may reduce the number of viable businesses that we may wish to acquire.

Since 2008, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, volatile but generally declining energy costs, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these macroeconomic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business opportunities as potential target companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations and to consummate a business opportunity with a viable business.

Due to the speculative nature of the exploration of mineral and oil and gas properties, there is substantial risk that our business will fail.

The business of mineral and oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditure by our company in connection with locating, acquiring and developing an interest in a mineral or oil and gas property may not provide or contain commercial quantities of reserves.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals or oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired.

At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.

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Because our executive officers do not have formal training specific to mineral and oil and gas exploration, there is a higher risk our business will fail.

While our sole director and executive officers have experience managing a mineral exploration company, they do not have formal training as a geologist. Accordingly, our management may not fully appreciate many of the specific requirements related to working within the mining and oil and gas industry. Our management decisions may not take into account standard engineering or managerial approaches commonly used by such companies. Consequently, our operations, earnings, and ultimate financial success could be negatively affected due to our management's lack of experience in the industry.

Our executive officers have other business interests, and as a result, they may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.

Ross Tocher, our president and chief executive officer, presently spends approximately 15% of his business time on business management services for our company and J. Stephen Barley, our chief financial officer, secretary, treasurer and director, presently spends approximately 15% of his business time on business management services for our company. At present, Mr. Tocher and Mr. Barley spend a reasonable amount of time in pursuit of our company’s interests. Due to the time commitments from Mr. Tocher’s and Mr. Barley’s other business interests, however, Mr. Tocher and Mr. Barley may not be able to provide sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of Mr. Tocher’s and Mr. Barley’s other business interests.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

Exploration Stage Company

Our company complies with Financial Accounting Standards Board (“FASB”) Statement No. 7, and Securities and Exchange Commission (“SEC”) Act Guide 7 in its characterization as an exploration stage company.

Mineral Property Interests

Costs of acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.

Cash

Cash consists of cash on deposit with high quality major financial institutions. The carrying amounts approximated fair market value due to the liquidity of these deposits.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation

Our company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

i)	monetary items at the rate prevailing at the balance sheet date;
ii)	non-monetary items at the historical exchange rate; and
iii)	revenue and expense at the average rate in effect during the applicable accounting period.

Basic and Diluted Loss Per Share

Our company computes loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128 – “Earnings Per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock

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outstanding during the period. As our company generated net losses in the period presented, the basic and diluted loss per share is the same as any exercise of options or warrants would anti-dilutive.

Financial Instruments

Our company’s financial instruments consist of cash on deposit, accounts payable and accrued liabilities, notes payable and promissory note payable.

Management of our company does not believe that our company is subject to significant interest, currency or credit risks arising from these financial instruments. The respective carrying values of financial instruments approximate their fair values. Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

Income Taxes

Our company has adopted SFAS No. 109 – “Accounting for Income Taxes” (“SFAS No. 109”). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to shareholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2009, the end of the three month period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our chief executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2009 that have affected, or are reasonably likely to affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

On July 8, 2009, we issued a $44,812 (CDN$52,206) promissory note to R.J. Tocher Holdings Ltd., a wholly-owned company of Ross Tocher, an officer of our company. The promissory note bears 8% interest, is unsecured and is payable on demand.

At our annual and special meeting of shareholders held on July 2, 2009, our shareholders approved: (1) a merger of our company with and into its wholly-owned Wyoming subsidiary, with the surviving company being Tuscany Minerals Ltd., the Wyoming company; and (2) a subsequent continuation of our company from the State of Wyoming to the Cayman Islands. At the meeting, our shareholders also approved the adoption of the memorandum of association and articles of association that were presented to shareholders at the meeting in substitution of our existing constating documents upon the acceptance of the application for continuance by the Registrar of Companies of the Cayman Islands.

On July 7, 2009, we merged with and into our wholly-owned subsidiary, Tuscany Minerals Ltd., a Wyoming company, with the surviving company being Tuscany Minerals Ltd., the Wyoming company. As a result of this transaction, we redomiciled from the State of Washington to the State of Wyoming. Our bylaws were amended in accordance with the Wyoming Business Corporation Act.

Upon the completion of the merger of our company with and into our Wyoming subsidiary, we filed an application for continuance with the Registrar of Companies of the Cayman Islands on July 28, 2009 and received a certificate of registration by way of continuation from the Registrar, dated July 28, 2009, on July 29, 2009. In accordance with the resolutions of our shareholders at the meeting held on July 2, 2009, a new memorandum of association and articles of association were adopted in substitution of our existing constating documents effective July 28, 2009 as a result of the issuance of the certificate of registration.

As a result of the continuation, our company became a “foreign private issuer” as defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, which means that the reporting requirements we have under the Exchange Act are reduced. For example, we are now exempt from certain provisions applicable to United States public companies, including:

• the rules requiring the filing with the SEC of quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K;

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

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• provisions of Regulation FD aimed at preventing issuers from making selective disclosure of material non-public information; and

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short swing” trading transactions, or a purchase and sale, or a sale and purchase, of the issuer’s equity securities within less than six months.

Item 6. Exhibits.

Exhibit Number/Description

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (1)
3.2	Articles of Merger out of Nevada (3)
3.3	Articles of Merger into Washington (3)
3.4	Bylaws (3)
3.5	Articles of Merger out of Washington (7)
3.6	Articles of Merger into Wyoming (7)
3.7	Amended Bylaws (7)
3.8	Memorandum of Association (8)
3.9	Articles of Association (8)
3.10	Certificate of Registration By Way of Continuation into the Cayman Islands (8)
4.1	Share Certificate (1)
10.1	Management Agreement with C.H.M. Consulting, Inc. dated December 1, 2000 (1)
10.2	Transfer Agreement between Concept Financial Inc. and J. Stephen Barley dated September 10, 2008 (4)
10.3	Transfer Agreement between Concept Financial Inc. and Raymond Mol dated September 10, 2008 (4)
10.4	Transfer Agreement between Concept Financial Inc. and Joseph Lewis dated September 10, 2008 (4)
10.5	Transfer Agreement between Concept Financial Inc. and Donna Durning dated September 10, 2008 (4)
10.6	Promissory Note with In Touch Digital Media Inc. dated January 6, 2009 (5)
10.7	Promissory Note with In Touch Digital Media Inc. dated February 18, 2009 (5)
10.8	Promissory Note with In Touch Digital Media Inc. dated March 31, 2009 (5)
10.9	Promissory Note with In Touch Digital Media Inc. dated May 8, 2009 (6)
14.1	Code of Ethics (2)
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Exhibit Number	Description of Exhibit
31.2*	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith
(1)	Previously filed with the Securities and Exchange Commission as an exhibit to our Form SB-2 Registration Statement, as amended, originally filed on June 25, 2001
(2)	Previously filed as an exhibit to our Annual Report filed on Form 10-KSB on March 30, 2004
(3)	Previously filed as an exhibit to our Current Report filed on Form 8-K on June 30, 2006
(4)	Previously filed as an exhibit to our Current Report filed on Form 8-K on September 15, 2008
(5)	Previously filed as an exhibit to our registration statement on Form S-4 as filed with the Securities and Exchange Commission on April 9, 2009
(6)	Previously filed as an exhibit to our Quarterly Report filed on Form 10-Q on May 15, 2009
(6)	Previously filed as an exhibit to our Current Report filed on Form 8-K on July 16, 2009
(7)	Previously filed as an exhibit to our Current Report filed on Form 8-K on August 5, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /s/ Ross J. Tocher
Ross J. Tocher,
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2009

By: /s/ J. Stephen Barley
J. Stephen Barley
Secretary, Treasurer,
Chief Financial Officer and Director
(Principal Financial Officer
and Principal Accounting Officer)
Date: August 14, 2009