Consulting fees of $43,200$14,400 were recorded as donated services by the previous President of the Company for consulting services provided to the Company during the ninesix month period ended March 31, 2010 and consulting fees of $7,200 were recorded as donated services by the current President of the Company for consulting services provided to the Company during the three month period ended June 30, 2009 ($43,200 for 2008).2010. These fees are included in general and administrative, and recorded as donated capital.

This Form 10-Q includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-Q, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. BecauseBecau se our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.

Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.

Raphael Industries Ltd is a Nevada company incorporated on October 31, 2005. We are a startup company providing list management and marketing services in the direct mail marketing industry. To date we have had limited revenues and have been issued a going concern opinion from our auditors. Our registered office and agent for service is located at 5190 Neil Road Suite 430 Reno NV 89502 and we maintain an executive operations office at 268 Bush Street, Suite 4205, San Francisco, CA 94104.89502. Our telephone and fax numbers are 1-866-261-8853 and 1-414-434-3656,1-302-288-8853, respectively and our corporate website is www.raphaelindustries.net.

The Registrant has no employees. The company's President, Arne Raabe,Ronald Hughes, is retained as a consultant.

During the ninethree months ending June 30, 2009,2010, we realized revenues of $9,390 compared to $12,813 for the same period of 2008$nil (2009: $nil) and we incurred an operating loss before taxes of $76,868$35,151 compared to an operating loss of $90,916$9,222 for 2008.2009. Total operating expenses for the three months ended June 30, 2010 were $35,151 (2009 - $9,222). The major components to expenses faced by the company during the three months were general and administrative of $28,966 (2009 - $20,853), foreign currency loss of $6,185 (2009 – gain of $11,631). The change in general and administrative expenses was as a result of legal fees associated with our S-1 registration statement and additional travel expenses related to business development.

During the nine months ending June 30, 2010, we realized revenues of $nil compared to $9,390 for the same period of 2009 and we incurred an operating loss before taxes of $84,627 compared to an operating loss of $76,868 for 2009. Total operating expenses for the nine months ended June 30, 20092010 were $81,379 (2008$84,627 (2009 - $86,842)$81,379). The major components to expenses faced by the company during the nine months were general and administrative of $65,944 (2008$86,383 (2009 - $69,365)$65,944), foreign currency gain of $1,756 (2009 – loss of $15,435 (2008 - $17,477)$15,435), and cost of sales of $4,879 (2008 - $ 16,887)$nil (2009 – $4,879).

As of June 30, 2009,2010 the Company had $228,344$188,954 in cash (September 30, 20082009 - $241,589)$239,248), $5,872 in accounts receivable (September 30, 2008 - $16,920), $200$94 in prepaid expenses (September 30, 20082009 - $25), $2,035 in website development (September 30, 2008 - $7,480)$100), and $558$1,736 in property and equipment (September 30, 20082009 - $1,114)$434).

The Company further had $2,932$19,420 in accounts payable and accrued liabilities (September 30, 20082009 - $7,026)$5,391), and $43,410 in licensee fee payable (September 30, 20082009 - $35,767)$43,410). There is no long-term debt. The Company may, in the future, invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.

Our future growth and success will be dependent on our ability to market the lists we currently maintain for our clients and to secure additional lists. If we cannot succeed in marketing our licensed lists and to secure contracts to market additional lists then our prospects for growth are substantially undermined.limited. We are in discussions with list brokers to secure list agreements and other possible business opportunities.

As of June 30, 2009,2010 our sole source of revenue has been list rentals.rental and brokerage services. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.

We do not have any off balance-sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

N/A

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, of the effectivenesseffectivene ss of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 20092010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 20092010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s SB-2 registration statement, file number 333-135331 was declared effective by the Securities and Exchange Commission on November 9, 2006. The offering has commenced and was closed on April 30, 2007 and 2,511,500 shares were issued at an offering price of $0.10 per share for total proceeds of $251,150. The following table details the use of proceeds through June 30, 2009.2010.