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: December 31, 2008

or

[ ] 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: 000-53490

ORCA INTERNATIONAL LANGUAGE SCHOOLS INC.
(Exact name of registrant as specified in its charter)

British Columbia	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite 909 – 6081 No. 3 Road, Richmond, Vancouver, BC Canada V6Y 2B2
(Address of principal executive offices) (Zip code)

604-304-3315
(Registrant’s telephone number, including area code)

1685 - 58A Street, Delta BC Canada V4L 1X5
(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 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	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]

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: 5,071,210 common shares issued and outstanding as of February 16, 2009.

- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

These financial statements have been prepared by Orca International Language Schools, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Our financial statements are stated in United States dollars and certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2008, and its results of operations, stockholders’ equity, and its cash flows for the nine month period ended December 31, 2008 and for the period from inception (November 6, 1997) to December 31, 2008. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company’s annual report on Form 10-KSB filed on July 14, 2008.

Table of Contents

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

Orca International Language Schools Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in US dollars)

	December 31,		March 31,
	2008		2008
	$		$
	(Unaudited)
ASSETS
Current Assets
Cash	108,804		3,592
Current assets of discontinued operations (Note 8)	757		857
Total Current Assets	109,561		4,449
Property and Equipment (Note 3)	274		857
Total Assets	109,835		5,306
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	82		7,964
Accrued liabilities (Note 4)	-		5,620
Due to related parties (Note 5(c))	42,566		11,326
Notes Payable (Note 6)	-		35,071
Total Liabilities	42,648		59,981
Shareholders' Equity (Deficit)
Common Stock, Unlimited shares authorized, without par value
5,071,210 shares issued and outstanding	198,857		81,072
Common Stock Subscribed (Note 7(c))	-		4,722
Donated Capital (Note 5(a))	71,435		16,208
Accumulated Other Comprehensive Income	8,594		441
Deficit Accumulated During the Development Stage	(211,698	)	(157,118	)
Total Stockholders' Equity (Deficit )	67,188		(54,675	)
Total Liabilities and Stockholders' Equity (Deficit)	109,835		5,306

(The accompanying notes are an integral part of these financial statements)
F-1

Orca International Language Schools Inc.

(A Development Stage Company)

Statements of Operations

(Expressed in US dollars)

(unaudited)

	Accumulated from
	November 6, 1997		For the				For the
	(Date of		Three months				Nine months
	Inception) to		Ended				Ended
	December 31,		December 31,		December 31,		December 31,		December 31,
	2008		2008		2007		2008		2007
	$		$		$		$		$
Revenue	-		-		-		-		-
Expenses:
Amortization	1,710		148		216		502		542
Automobile	684		-		-		684		-
General and administrative	35,682		1,322		2,804		4,240		4,475
Interest	2,122		14		-		1,012		-
Management fees (Note 5(a))	17,478		-		1,518		2,757		4,317
Professional fees	100,908		12,151		12,181		47,998		43,314
Rent (Note 6(a))	13,845		1,983		759		3,446		2,158
Travel	478		-		-		478		-
Total Expenses	(172,907	)	15,618		17,478		61,117		54,806
Net Loss from Continuing Operations	(172,907	)	(15,618	)	(17,478	)	(61,117	)	(54,806	)
Other Income
Forgiveness of debt	7,351		-		-		7,351		-
Gain on disposal of temporary
investments	946		-		-		-		-
Net Loss before Discontinued Operations	(164,610	)	(15,618	)	(17,478	)	(53,766	)	(54,806	)
Discontinued Operations (Note 8)	(47,087	)	-		(7,904	)	(814	)	(13,982	)
Net Loss	(211,697	)	(15,618	)	(25,382	)	(54,580	)	(68,788	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	8,594		6,968		105		8,152		(752	)
Comprehensive Loss	(203,103	)	(8,650	)	(25,277	)	(46,428	)	(69,540	)
Net Loss Per Share - Basic and Diluted			-		-		(0.01	)	(0.01	)
Weighted Average Shares Outstanding			5,071,000		6,271,000		5,106,000		6,271,000

(The accompanying notes are an integral part of these financial statements)
F-2

Orca International Language Schools Inc.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

	Accumulated from		For the		For the
	November 6, 1997		Nine months		Nine months
	(Date of Inception) to		Ended		Ended
	December 31,		December 31,		December 31,
	2008		2008		2007
	$		$		$
Operating Activities
Net Loss	(211,697	)	(54,580	)	(68,788	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization	1,711		502		542
Donated services	68,252		52,044		6,475
Forgiveness of debt	(7,351	)	(7,351	)	-
Gain on sale of temporary investment	(946	)	-		-
Changes in operating assets and liabilities
Prepaid expenses	(1,329	)			3,026
Accounts receivable	(816	)	(35	)	(341	)
Accounts payable and accrued liabilities	1,608		(11,365	)	8,462
Due to related parties	12,647		-		9,238
Net Cash Used in Operating Activities	(137,921	)	(20,785	)	(41,387	)
Investing Activities
Purchase of temporary investments	(1,785	)	-		-
Proceeds from sale of temporary investments	2,795		-		-
Purchase of property and equipment	(1,957	)	-		-
Net Cash Provided Used in Investing Activities	(947	)	-		-
Financing Activities
Proceeds from (repayment of) notes payable	12,083		(22,988	)	25,220
Advances from related parties	33,021		33,021		1,732
Proceeds from common stock subscribed	203,579		117,785		4,722
Net Cash Flows Provided by Financing Activities	248,683		127,818		31,674
Effect of exchange rate changes on cash	(1,011	)	(1,821	)	(235	)
Increase (Decrease) In Cash	108,804		105,212		(9,948	)
Cash - Beginning of period	-		3,592		14,225
Cash - End of period	108,804		108,804		4,277
Supplemental Disclosures
Interest paid	458		458		-
Income taxes paid	-		-		-

(The accompanying notes are an integral part of these financial statements)
F-3

Orca International Language Schools Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

December 31, 2008

(unaudited)

1.	Development Stage Company
	Orca International Language Schools Inc. (the “Company”) was incorporated in British Columbia, Canada on November 6, 1997. The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”. During the third quarter of 2008, the Company changed its principal business from the language education business to energy investment.
	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2008, the Company has a working capital of $66,913 and accumulated losses of $211,698 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.	Summary of Significant Accounting Policies

a)	Basis of Presentation
	These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is March 31.
b)	Interim Financial Statements
	The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended March 31, 2008, included in the Company’s Annual Report on Form 10-K filed on July 14, 2008, with the SEC.
	The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at December 31, 2008, and the results of its operations and cash flows for the three and nine months ended December 31, 2008 and 2007. The results of operations for the three and nine months ended December 31, 2008 are not necessarily indicative of the results to be expected for future quarter or the full year.
c)	Use of Estimates
	The preparation of financial statements in conformity with United States generally accepted accounting principles 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 during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, donated expenses, and deferred income tax valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-4

Orca International Language Schools Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

December 31, 2008

(unaudited)

2. Summary of Significant Accounting Policies (continued)

d)	Basic and Diluted Net Income (Loss) Per Share
	The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at December 31, 2008, there are no dilutive potential common shares.
e)	Comprehensive Loss
	SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2008, the Company’s only component of comprehensive income consisted of foreign currency translation adjustments.
f)	Cash and Cash Equivalents
	The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
g)	Property and Equipment
	Property and equipment consists of computer hardware, is recorded at cost, and is depreciated on a straight line basis over an estimated useful life of three years.
h)	Website Development Costs
	The Company recognizes the costs associated with developing a website in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The Company also follows the guidance pursuant to the Emerging Issues Task Force (EITF) No. 00-2, “Accounting for Website Development Costs” for website development costs incurred. The Company capitalizes website development costs that meet the capitalization criteria contained in SOP No. 98-1 unless recoverability of costs is not assured. To date the Company has charged all website development costs to operations.
i)	Long-Lived Assets
	In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
	Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
j)	Financial Instruments
	The fair values of cash, accounts receivable, accounts payable, accrued liabilities, amounts due to related parties, and notes payable approximate their carrying values due to the immediate or short-term maturity of the financial instrument.

F-5

Orca International Language Schools Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

December 31, 2008

(unaudited)

2. Summary of Significant Accounting Policies (continued)

k)	Income Taxes
	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
l)	Foreign Currency Translation
	The Company’s functional currency is the Canadian dollar. The financial statements are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in United States dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
m)	Stock-based Compensation
	The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. The Company has not issued any stock options and has had no unvested share based payments since inception.
n)	Recent Accounting Pronouncements
	In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
	In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
	In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F-6

Orca International Language Schools Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

December 31, 2008

(unaudited)

2. Summary of Significant Accounting Policies (continued)

n)	Recent Accounting Pronouncements (continued)
	In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

3. Property and Equipment

			December 31,	March 31,
			2008	2008
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
Computer equipment	2,126	1,852	274	857

4.	Accrued Liabilities
	Accrued liabilities as at December 31, 2008, consist of $nil (March 31, 2008 - $1,110) of accrued interest and $nil (March 31, 2008 - $4,510) of professional fees.
5.	Related Party Transactions

a)	From October 1, 2008, the Company paid monthly rent fee of CDN$750 to KBM Management Services Ltd. Until September 30, 2008, the former President of the Company provided donated office premises to the Company valued at CDN$250 per month. During the nine month period ended December 31, 2008, donated rent of $1,378 (2007 - $2,158) was charged to operations. During the nine month period ended December 31, 2008, the Company also recognized $2,757 (2007-$4,317) for donated management services at CDN$500 per month provided by the former President of the Company until September 30, 2008.
b)	As at December 31, 2008, amounts owing to the former President of the Company of $43,313 were donated to the Company and recorded as donated capital.
c)	During the nine month period ended December 31, 2008, the significant shareholder, SGB C &C Investment Ltd. loaned the Company $42,566 (CDN$51,846) for expenses to be incurred by the Company. The amount is non-interest bearing, unsecured, and due on demand.

F-7

Orca International Language Schools Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

December 31, 2008

(unaudited)

6.	Notes Payable
	a)	During the nine month period ended December 31, 2008, two unsecured non-interest bearing loans with no specified terms of repayment totalling $7,351 ($8,000 CAD) were forgiven. During the period, the Company recorded a gain on forgiveness of debt of $7,351.
	b)	During the year ended March 31, 2008, a former director of the Company loaned the Company $4,718 (CDN $5,000). This note bears interest at a rate of 10% per annum and is secured by all of the assets of the Company. Total principal and interest $4,481 (CDN$5,458) has been repaid on December 23, 2008.
7.	Common Stock
	a)	On November 12, 2008, the Company entered into a subscription agreement with the significant shareholder, SGB C &C Investment Ltd. for the sale of 1,500,000 common shares for gross proceeds of CDN$150,000. Subsequent to the sale, SGB C &C Investment Ltd. owns 4,135,000 common shares which represent 81.54% of the issued and outstanding shares of the Company.
	b)	On November 12, 2008, the former President of the Company voluntarily returned 1,500,000 common shares to the Company for cancellation.
	c)	On July 24, 2008, pursuant to a share acquisition agreement, the former President of the Company transferred 2,635,000 shares to the significant shareholder, SGB C &C Investment Ltd. in consideration for $308,750. The transferred shares represent 51.96% of the issued and outstanding common share capital resulting in a change of control of the Company.
	d)	On April 8, 2008, three shareholders returned for cancellation an aggregate of 1,200,000 shares of common stock to treasury for no consideration.
	e)	On May 25, 2007, the Company accepted stock subscriptions for 50,000 shares at CDN$0.10 per share for gross proceeds of $4,722. During the six month period ended September 30, 2008, this amount was donated to the Company. The Company recorded this amount as an increase in donated capital.
8.	Discontinued Operations
	On September 30, 2008, the Company discontinued all operations related to the language education business. The results of discontinued operations are summarized as follows:

	Accumulated
	from November 6,
	1997 (Date of		Nine Months		Nine Months
	Inception) to		Ended		Ended
	December 31,		December 31,		December 31,
	2008		2008		2007
	$		$		$
Expenses
Automobile	25,426		336		7,276
Travel	21,661		478		6,706
Total Expenses	47,087		814		13,982
Net Loss	(47,087	)	(814	)	(13,982	)

As at December 31, 2008 and 2007, the results of operations, assets and liabilities of the language education business have been reported as discontinued operations.

	December 31,	December 31,
	2008	2007
	$	$
GST receivable	757	857
Current assets of discontinued operations	757	857

F-8

- 3 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “intends” “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 section 1A entitled “Risk Factors” on page 7, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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. 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.

As used in this quarterly report, the terms “we”, “us”, “our”, and “Orca” refer to Orca International Language Schools Inc., unless otherwise indicated.

Overview

Corporate History

We were incorporated in the province of British Columbia, Canada under the name “Slocan Valley Minerals Ltd.” on November 6, 1997 with an authorized share capital of 10,000,000 common shares without par value. Following our incorporation we were not actively engaged in any business activities. On June 1, 2004 we increased our authorized share capital from 10,000,000 common shares without par value to an unlimited number of common shares without par value. On June 11, 2004 we changed our name to “Orca International Language Schools Inc.” by filing a Certificate of Name Change with Ministry of Finance Corporate and Personal Property Registries.

Current Business

Our goal originally was to provide management services to schools in the international education industry based on the principles of: improving their administrative, operational, marketing, sales and human resources functions; building links with other schools worldwide to foster student exchange; and repositioning the schools to concentrate their curriculum on preparing students for one of the three major English proficiency tests. We have been searching for a school as the initial client but we have not been successful in finding any such school. Since we have incurred losses since November 6, 1997, our board of directors has decided to explore the possibility of adopting a different business plan to protect our shareholders value.

- 4 -

Change of Control

On July 24, 2008, pursuant to the terms of a share transfer agreement dated July 2, 2008 among Stuart Wooldridge, SGB C&C Investment Ltd. and our company, SGB C&C Investment Ltd. acquired 2,635,000 shares of our common stock from Mr. Wooldridge. The 2,635,000 shares of our common stock acquired by SGB C&C Investment Ltd. represented 51.96% of our total issued and outstanding share capital based on 5,071,210 of common shares issued and outstanding as of July 24, 2008. Accordingly, we included in our current report on Form 8-K (filed on August 6, 2008) information on the business of Orca International Language Schools, Inc. that would be required if we were filing a general form for registration of securities on Form 10.

On September 9, 2008, we appointed Mr. Xin Li to be a director of our company. Also on September 9, 2008, Paul Clark, Qiang Benjamin Han and Sherri Ann Macdonald resigned as directors of our company and Stuart Wooldridge resigned as our president and secretary. Xin Li will act as our president, CEO, secretary, and treasurer.

Results of Operations

Our goal originally was to provide management services to schools in the international education industry based on the principles of: improving their administrative, operational, marketing, sales and human resources functions; building links with other schools worldwide to foster student exchange; and repositioning the schools to concentrate their curriculum on preparing students for one of the three major English proficiency tests.

We have been searching for a school as the initial client but we have not been successful in finding any such school. Since we have incurred losses totaling $203,103 since November 6, 1997 and have cash in the amount of $108,804 as at December 31, 2008, our board of directors has decided to explore the possibility of adopting a different business plan to protect our shareholders’ value.

Revenue

We have earned no revenue since our inception. We are still in the development stage and do not anticipate earning any revenues until such time as we can establish an alliance with targeted companies to market or distribute the results of our research projects.

Expenses

We incurred operating expenses in the amount of $15,618 for the quarter ended December 31, 2008, compared with expenses of $17,478 for the same period from the previous year.

We incurred the following operating expenses for the three and nine month periods ended December 31, 2008:

		Three		Three				Nine		Nine	Percentage
		Months		Months				Months		Months	Increase /
		Ended		Ended	Percentage			Ended		Ended	(Decrease)
		December		December	Increase /			December		December
Expenses		31, 2008		31, 2007	(Decrease)			31, 2008		31, 2007
Amortization	$	148	$	216	(31.48%	)	$	502	$	542	(7.38%	)
Automobile		Nil		Nil	0%			684		Nil	100%
General and administrative		1,322		2,804	(52.87%	)		4,240		4,475	(5.27%	)

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		Three		Three				Nine		Nine	Percentage
		Months		Months				Months		Months	Increase /
		Ended		Ended	Percentage			Ended		Ended	(Decrease)
		December		December	Increase /			December		December
Expenses		31, 2008		31, 2007	(Decrease)			31, 2008		31, 2007
Management fees		Nil		1,518	(100%	)		2,757		4,317	(36.14%	)
Professional fees		12,151		12,181	(0.25%	)		47,998		43,314	10.81%
Rent		1,983		759	161.26%			3,446		2,158	59.68%
Travel		Nil		Nil	N/A			478		Nil	100%
	$	15,618	$	17,478	(10.64%	)	$	61,117	$	54,806	(11.52%	)

Estimated Expenses for the Next 12 Month Period

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the retention of consultant experts, traveling expenses, and development expenses as we explore opportunities to adopt a business plan other than the current business of providing management services to schools in the international education industry. We anticipate our ongoing operating expenses will also increase as a result of our ongoing reporting requirements under the Exchange Act.

We estimate our general administrative expenses and working capital requirements for the next 12-month period to be as follows:

Automobile	$	6,000
Office Expenses		6,000
Telephone and Communications		2,000
Travel		10,000
Accounting		20,000
Legal		20,000
Total	$	64,000

Liquidity and Capital Resources

		December 31, 2008		March 31, 2008
Current Assets	$	109,561	$	4,449
Current Liabilities	$	42,648	$	59,981
Working Capital Surplus (Deficit)	$	66,913	$	(55,532	)

In order to proceed with our plan of operations, as discussed above, including approximately $64,000 over the next 12 months to pay for our ongoing general and administrative expenses, we raised CDN$150,000 by way of a private placement of equity securities in our company. On November 12, 2008, we entered into a subscription agreement with SGB C&C Investment Ltd. for the sale of 1,500,000 common shares at a price of CDN$0.10 per share for gross proceeds of CDN$150,000. Although we have sufficient cash to pay for our ongoing general and administrative expenses for the next 12 months, we will require additional financing in order to continue operations, to repay our liabilities and sustain our plan of operations. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We expect to seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, and from other sources. We may not be able to obtain any additional financing on

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terms acceptable to us, if at all, or we may not raise as much as we need. If adequate additional funds are not available when required, we will have to delay, scale-back or eliminate some of our research or development activities or some other aspects of our operations and our business will be materially and adversely affected. If we raise additional funds through the sale of our equity securities, existing shareholders will experience a dilution of their interest in our company. Obtaining commercial loans or related party loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2008 as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2008, our Principal Executive Officer, who also is our Principal Financial Officer, concluded that, as of such date, our disclosure controls and procedures were effective to assure that information required to be declared by us in reports that we file or submit under the Exchange Act is: (1) recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our Chief Executive Officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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There was no change in our internal control over financial reporting during our fiscal quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing 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 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Associated with Our Company

We have a limited operating history and if we are not successful in operating our business, then investors may lose all of their investment in our company.

We have a limited operating history. Our business is subject to the risks and expenses encountered by start up companies, such as uncertainties regarding our level of future revenues and our inability to budget expenses and manage growth accordingly and our inability to access sources of financing when required and at rates favorable to us. Our limited operating history and the highly competitive nature of the business in which we plan to operate will make it difficult or impossible to predict future results of our operations. If we are not successful in operating our business, then investors may lose all of their investment in our company.

We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our date of inception and we will continue to incur operating expenses without revenues until we acquire school(s) as clients, commence our business and finally, achieve a profitable level of operations. Our net loss since inception to December 31, 2008 was $211,698. We had cash in the amount of $108,804 as of December 31, 2008. We currently do not have any operations and we have no income. We estimate our average monthly operating expenses to be approximately $5,000 each month. We cannot provide assurances that we will be able to successfully develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements, dated June 10, 2008. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

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Our future is dependent upon our ability to obtain financing and if we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will generate positive cash flow in the future. We will require additional financing in order to proceed beyond the first few months of our plan of operations. We will require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.

Because we may never earn revenues from our operations, our business may fail.

We anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

Because our directors, executive officers, and principal shareholders control a large percentage of our common stock, such insiders have the ability to influence matters affecting our shareholders.

Our directors and executive officers, in the aggregate, beneficially own over 81.50% of the issued and outstanding shares of our common stock with a principal shareholder beneficially owns 81.50% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our directors, executive officers and principal shareholders control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Our directors and executive officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.

Our directors and executive officers are involved in other business activities. Xin Li, our President, Secretary and Director spends approximately 20 hours, or 50%, of his business time on the management of our company and our other director, Stuart Wooldridge, spends approximately ten hours, or 20%, of his business time on the management of our company. As a result of their other business endeavors, they may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues. In addition, the management of our company may be periodically interrupted or delayed as a result of their other business interests.

All of our assets and all of our directors and executive officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and executive officers are nationals

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and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

Risks Associated with Our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We engaged a market maker to file a Form 15c-211 to qualify our shares for quotation on the Financial Industry Regulatory Authority’s Over-the-Counter Bulletin Board. On May 6, 2008, our common stock became eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “OALSF”. Further, the Over-the-Counter Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we do establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to ever pay any cash dividends. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Our common stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a shareholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “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 SEC 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

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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.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker or 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, brokers or 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 brokers or dealers to recommend that their customers buy our common stock, which may prevent you from reselling your shares and may cause the price of the shares to decline.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 12, 2008, we issued 1,500,000 common shares at a price of CDN$0.10 per share for gross proceeds of CDN$150,000 to one non-U.S. person (as that term is defined in Regulation S promulgated under the Securities Act of 1933) in an offshore transaction. In issuing these common shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On November 12, 2008, Stuart Wooldridge, a director of our company, voluntarily returned 1,500,000 common shares to our company for cancellation.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

On January 14, 2009, we held our annual and special general meeting of stockholders as scheduled. At this meeting, our stockholders were requested to approve the following items of business:

Appointment and Remuneration of Auditor

The stockholders approved a resolution appointing Manning Elliott LLP, Chartered Accountants as our independent auditors for the fiscal year ending September 30, 2009 and fixed their remuneration, with the following votes:

For	Against	Abstain	Broker Non-Votes
4,476,250	0	0	0

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Fixing Number of Directors

The stockholders approved a resolution to set the number of directors at three.

For	Against	Abstain	Broker Non-Votes
4,476,250	0	0	0

Election of Directors

The stockholders approved a resolution and elected Xin Li, Stuart Wooldridge and Jun Huang to serve as directors of our company with the following votes:

	For	Withheld
Xin Li	4,476,250	0
Stuart Wooldridge	4,476,250	0
Jun Huang	4,476,250	0

Change of Name

The stockholders approved a special resolution to change our company’s name change from “Orca International Language Schools Inc.” to “SGB International Holdings Inc.” with the following votes:

For	Against	Abstain	Broker Non-Votes
4,476,250	0	0	0

Subdivision of Common Shares

The stockholders approved a special resolution to subdivide each one issued and outstanding common share of our company into four and half (4.5) common shares of our company with the following votes:

For	Against	Abstain	Broker Non-Votes
4,476,250	0	0	0

Creation of Preferred Shares

The stockholders approved a special resolution to change the alteration of our company’s capital to create a new class of preferred shares with the following votes:

For	Against	Abstain	Broker Non-Votes
4,476,250	0	0	0

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS.

Exhibit Number	Description
3.1	Articles of Incorporation (attached as an exhibit to our registration statement on Form SB-2 filed on August 7, 2007)
10.1	Share transfer agreement dated July 2, 2008 among Stuart Wooldridge, SGB C&C Investment Ltd. and our company (attached as an exhibit to our current report on Form 8-K filed on August 6, 2008).
10.2	Form of Private Placement Subscription Agreement between SGB C&C Investment Ltd. and our company (attached as an exhibit to our current report on Form 8-K filed on November 18, 2008)
31.1*	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

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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.

ORCA INTERNATIONAL LANGUAGE SCHOOLS INC.

By:

/s/ Xin Li
Xin Li
President, CEO and Director
(Principal Executive Officer, acting Principal Financial Officer and Principal Accounting Officer)

Dated: February 20, 2009