Midex Gold 10-Q 2009 Q2 Quarterly report

U.S. 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 September 30, 2008

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

        EXCHANGE ACT OF 1934

        For the transition period from ______ to _______

Commission File No. 333-150784

Tripod International, Inc. (Name of small business issuer in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. Employer Identification No.)
5 Xinhua Street, Office 1310                    Tiexi District, Shenyang, Liaoning Province, China 110023                               (Address of principal executive offices)
2+86-13358878308 (Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:	Name of each exchange on which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[    ]

1

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X]  No [  ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of September 30, 008
Common Stock, $0.001	6,760,000

2

TRIPOD INTERNATIONAL, INC

Form 10-Q

Part 1	FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Submission of Matters to a Vote of Security Holders	17
Item 5	Other Information	17
Item 6	Exhibits	18

3

PART I

ITEM 1. FINANCIAL STATEMENTS

TRIPOD INTERNATIONAL,INC (A Development Stage Company) Balance Sheets
Assets
			September  30				March 31
			2008				2008
			(Unaudited)				(Audited)
Current Assets
	Cash	$	87,495		$		5,148
Total Assets		$	87,495		$		5,148
Liabilities and Stockholders’ Equity (deficit)
Long Term Liabilities
	Loan from Director	$	4,230		$		1,230
	Total Long Term Liabilities	$	4,230		$		1,230
Stockholders’ Equity (deficit)
	Common stock, $0.001par value, 75,000,000 shares authorized;
	6,760,000 shares issued and outstanding
	(March 31, 2008 – 5,000,000)		6,760			5,000
	Additional paid-in-capital		86,240			-
	Deficit accumulated during the development stage		(9,735)			(1,082)
Total stockholders’ equity (deficit)			83,265			3,918
Total liabilities and stockholders’ equity (deficit)		$	87,495	$		5,148
	The accompanying notes are an integral part of these financial statements.

4

TRIPOD INTERNATIONAL, INC (A Development Stage Company) Statements of Operations (Unaudited)
	Three Months Ended September 30, 2008	Six Months Ended September 30, 2008		From Inception on February 6, 2008 to September 30, 2008
Expenses
General and Administrative Expenses	$     2,509	$     8,653	$      9,735
Net (loss) from Operation before Taxes	(2,509)	(8,653)	(9,735)
Provision for Income Taxes	0	0		0
Net (loss)	$  (2,509)	$  (8,653)		$   (9,735)
(Loss) per common share – Basic and diluted	$    (0.00)	$    (0.00)
Weighted Average Number of Common Shares Outstanding	5,527,608	5,265,246
The accompanying notes are an integral part of these financial statements.

5

TRIPOD INTERNATIONAL, INC (A Development Stage Company) Statements of Cash Flows (Unaudited)
					Six Months Ended September 30, 2008			From Inception on February 6, 2008 to September  30, 2008
Operating Activities
	Net (loss)			$	(8,653)	$	(9,735)
	Net cash (used) for operating activities				(8,653)		(9,735)
Financing Activities
		Loans from Director			3,000		4,230
		Sale of common stock			88,000		93,000
		Net cash provided by financing activities			91,000		97,230
Net increase (decrease) in cash and equivalents					82,347		87,495
Cash and equivalents at beginning of the period					5,148		-
Cash and equivalents at end of the period				$	87,495	$	87,495
			Supplemental cash flow information:
			Cash paid for:
			Interest	$	-	$	-
			Taxes	$	-	$	-
Non-Cash Activities				$	-	$	-
The accompanying notes are an integral part of these financial statements.

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TRIPOD INTERNATIONAL, INC

(A Development Stage Company)

Notes To The Financial Statements

September 30, 2008

(Unaudited)

1. ORGANIZATION AND BUSINESS OPERATIONS

TRIPOD INTERNATIONAL, INC (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on February 6, 2008.  The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) and its efforts are primarily to provide service to potential students from China who wants to study in North America. The company helps  find appropriate school or university in USA and Canada, obtain a visa and find accommodations in the place of study. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception, February 6, 2008 through September 30, 2008 the Company has accumulated losses of  $9,735.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

b)Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $9,735 as of September 30, 2008 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  

  c)Cash and Cash Equivalents

 The Company considers all highly liquid instruments with a maturity  of  three months or less at the time of issuance to be cash equivalents.

 d)Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  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  during  the  reporting  period. Actual  results  could differ from those estimates.

  e)Foreign Currency Translation

The Company's functional currency and its reporting currency is the United  States dollar.

 f)Financial Instruments

The  carrying value of the Company's  financial  instruments  approximates their fair value because of the short maturity of these instruments.

g)Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No.  123  and  123 (R).  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 h)Income Taxes

 Income taxes are accounted  for  under  the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial

7

TRIPOD INTERNATIONAL, INC

(A Development Stage Company)

Notes To The Financial Statements

September 30, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets  and  liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.

 i)Basic and Diluted Net Loss per Share

 The Company computes net 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  loss  available  to   common shareholders  (numerator)  by  the   weighted  average  number  of  shares outstanding (denominator) during the period.  Diluted EPS gives effect  to all potentially  dilutive  common  shares  outstanding during  the period. Diluted  EPS excludes all potentially dilutive shares if their   effect is anti-dilutive.

j)Fiscal Periods

The Company's fiscal year end is March 31.

k)Recent Accounting Pronouncements

 In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies 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. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after

8

TRIPOD INTERNATIONAL, INC

(A Development Stage Company)

Notes To The Financial Statements

September 30, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—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. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those f iscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it bef ore that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements .  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair

9

TRIPOD INTERNATIONAL, INC

(A Development Stage Company)

Notes To The Financial Statements

September 30, 2008

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

3. COMMON STOCK

The authorized capital  of  the Company is 75,000,000 common shares with a  par value of $ 0.001 per share.

 In March 2008, the Company issued  5,000,000  shares  of  common stock at a price of $0.001 per share for total cash proceeds of $5,000.

During the period July 31, 2008  to September 30, 2008, the Company issued  1,760,000  shares  of  common stock at a price of $0.05 per share for total cash proceeds of $88,000.

During the period February 6, 2008  (inception) to September 30, 2008, the Company sold a total of 6,760,000 shares of common stock for total cash proceeds of  $93,000.

4. INCOME TAXES

 As of  September 30, 2008, the Company had net operating loss carry forwards of approximately $9,735that may be available to reduce future years’ taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

5. RELATED PARTY TRANSACTONS

 On February 6, 2008, related party had loaned the Company $930. On March 3,2008 related party had loaned the Company $300. On April 16,2008 related party had loaned the Company $2,500.  On July 25, 2008 related party had loaned the Company $500. The loans are non-interest bearing, due upon demand and unsecured.

  6.  REGISTRATION STATEMENT

  On May 9, 2008, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission  (the "SEC"). On May 30, 2008, the SEC declared the registration statement effective.

10

FORWARD LOOKING STATEMENTS

Statements  made in this Form 10-Q that are not  historical or current facts are "forward-looking statements"  made  pursuant to the safe harbor  provisions  of Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such  forward-looking  statements  be  subject  to the  safe  harbors  for  such statements.  We wish to caution  readers not to place undue reliance on any such forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any forward-looking  statements represent  management's best judgment as to what may occur in the future. However,  forward-looking  statements are subject to risks, uncertainties  and important  factors beyond our control that could cause actual results and events to differ  materially from  historical  results of operations and events  and those  presently  anticipated  or  projected.  We  disclaim  any obligation  subsequently  to revise any  forward-looking  statements  to reflect events or  circumstances  after the date of such  statement  or to  reflect  the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF OPERATION

GENERAL

Tripod  International,  Inc.  was  incorporated  under  the laws of the State of Nevada on February 6, 2008 and have not commenced business operations. As of the date of this Quarterly  Report,  we are  developing a website  (www.studyESL.cn) that will  offer  different  educational  programs  in North  America to Chinese students.  We intend to assist  international  students  in finding  appropriate universities  in the United States and Canada to enroll in and to further assist the international students in obtaining a visa and finding accommodations in the respective  place of study.  As we expand,  we intend to offer our  services  to other parts of Asia. Our service will start from  preliminary  consultation  and end when our  clients  are  enrolled  in the &n bsp;study  program,  entered  into the  destination country, and accommodated at desired place. However, we intend to be available to students  during their  educational  program  incase an  unresolved issue arises.  Our services will include:  (i)  consultation  about education in United States and Canada;  (ii)  assisting in selection of a proper  educational institution  and program;  (iii)  conducing  negotiations  with the  educational institutions on behalf of our clients;  (iv) assisting our client in obtaining a visa and  gathering  documentation  for visa  application;  and (v) assisting in locating living accommodations in the place of studying.

Please note that throughout this Quarterly  Report,  and unless otherwise noted, the words "we," "our," "us," the  "Company,"  or "Tripod  International,  Inc.," refers to Tripod International, Inc.

11

RESULTS OF OPERATION

We are a  development  stage company and have not generated any revenue to date. We have incurred  recurring  losses to date. Our financial  statements have been prepared assuming that we will continue as a going concern and, accordingly,  do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to  continue in operation.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The  summarized  financial data set forth in the table below is derived from and should be read in conjunction  with our unaudited  financial  statements for the six-month period ended September 30, 2008,  including the notes to those  financial statements which are included in this Quarterly Report. The following discussion contains  forward-looking  statements  that  reflect  our plans,  estimates  and beliefs.  Our actual results could differ materially from those discussed in the forward  looking  statements.  Our audited  financial  statements  are stated in United  States  Dollars  and are  prepared  in  accordance  with  United  States Generally Accepted Accounting Principles.

SIX- MONTH PERIOD ENDED SEPTEMBER 30, 2008

Our net loss for the six month period ended September 30, 2008 was ($8,653). During the six- month period ended September 30, 2008, we did not generate any revenue. Our net loss during the six-month  period  ended September 30, 2008 was  ($8,653).

During the six-month  period  ended September 30,  2008,  we  incurred  general and administrative  expenses of $8,653.  These  expenses  incurred  during the six-month  period  ended  September 30,  2008  consisted  of  office  and  administrative expenses.  General  and  administrative  expenses  generally  include  corporate overhead,  financial and administrative  contracted  services,  marketing,  and  consulting costs.

Our net loss of ($8,653)  during the six-month period ended September 30, 2008. The weighted average number of shares  outstanding was 5,265,246for the six-month period ended September 30, 2008.

12

LIQUIDITY AND CAPITAL RESOURCES

SIX- MONTH PERIOD ENDED SEPTEMBER 30, 2008

As at the six-month period ended September 30, 2008, our current assets were $87,495 and our current  liabilities  were $4,230,  which resulted in a working  capital surplus of $83,265.  As at the six- month  period  ended September 30,  2008,  total assets were comprised of $87,495 in cash. As at the six-month period ended September 30, 2008,  current  liabilities  were comprised  entirely of $4,230 in loan from director.

As at fiscal year ended March 31, 2008,  our total assets were $5,148  comprised of $5,148 in cash.  The increase in total  assets  during the six-month period ended September 30, 2008 from fiscal year ended March 31, 2008 was  primarily  due to the increase in cash resulting from sale of common stock and loan from director.

As at fiscal  year ended  March 31,  2008,  our total  liabilities  were  $1,230 comprised of $1,230 in loan from director.  The increase in  liabilities  during the six-month period ended September 30, 2008 from fiscal year ended March 31, 2008 was primarily due to the increase in loan from director.

Stockholders' equity increased from $3,918 for fiscal year ended March 31, 2008 to $83,265 for the six-month period ended September 30, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the six-month  period  ended September 30,  2008,  net cash  flows  used in  operating activities was ($8,653) consisting primarily of a net loss of ($8,653).

CASH FLOWS FROM FINANCING ACTIVITIES

We have  generated  positive cash flows from  financing  activities.  For the six-month period ended September 30, 2008,  net  cash  flows  provided  from  financing  activities  was  $91,000 consisting of $ 88,000 sale of common stock and $3,000 loan from director.

13

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination  of our  existing  funds and further  issuances of  securities.  Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our  operations  over the next six months.  We have no  lines  of  credit  or other  bank  financing  arrangements. Generally,  we have  financed  operations  to date  through the  proceeds of the private  placement  of  equity  and debt  instruments.  In  connection  with our business plan, management anticipates additional increases in operating expenses and capital  expenditures  relating to  implementation  of our business plan and increase  in  business  operations.  We intend to finance  these  expenses  with further issuances of securities,  and debt issuances.  Thereafter,  we expect we will need to raise  additiona l  capital and generate  revenues to meet long-term operating  requirements.  Additional  issuances  of equity or  convertible  debt securities will result in dilution to our current  shareholders.  Further,  such securities  might have rights,  preferences  or privileges  senior to our common stock.  Additional  financing may not be available upon acceptable  terms, or at all. If adequate  funds are not  available or are not  available  on  acceptable terms,  we may not be  able  to take  advantage  of our  business  endeavors  or opportunities,  which could  significantly and materially  restrict our business operations.

MATERIAL COMMITMENTS

As of the date of this  Quarterly  Report,  we have a  material  commitment  for fiscal year 2008/2009.  During the six-month  period ended September 30, 2008, Vera Vechera,  our Chief Executive  Officer and a director,  loaned us $3,000. As of September 30,  2008,  we owe Ms.  Vechera  an  aggregate  $4,230.  The  loans are non-interest bearing and payable upon demand.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve  months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any 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 are material to investors.

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GOING CONCERN

The  independent  auditors'  report  accompanying  our March 31, 2008  financial statements contains an explanatory paragraph expressing  substantial doubt about our ability to continue as a going concern.  The financial  statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our  liabilities  and commitments in the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position, results of  operations or cash flows due to adverse  change in foreign  currency and interest rates.

EXCHANGE RATE

Our reporting  currency is United States Dollars  ("USD").  The Chinese Renminbi ("RMB")  has  been  informally  pegged  to the  USD.  However,  China  is  under international pressure to adopt a more flexible exchange rate system. If the RMB were no longer pegged to the USD, rate  fluctuations  may have a material impact on the Company's  consolidated  financial  reporting and make realistic  revenue projections  difficult.  Recently (July 2005),  the Renminbi was allowed to rise 2%. This has not had an appreciable  effect on our operations and seems unlikely to do so.

As Renminbi is our  functional  currency,  the  fluctuation of exchange rates of Renminbi may have  positive or negative  impacts on the results of operations of the Company.  However,  since all sales revenue and expenses will be denominated in  Renminbi,  the net income  effect of  appreciation  and  devaluation  of the  currency against the US Dollar will be limited to our net operating.

INTEREST RATE

Interest rates in China are low and stable and inflation is well controlled, due to the habit of the  population  to deposit  and save money in the banks  (among with other reasons,  such as the People's  Republic of China's perennial balance of trade surplus).  Any loans will relate  primarily to business  operations and will be short-term.  However debt may be likely to rise with in connection  with expansion and were interest rates to rise at the same time,  this could become a significant impact on our operating and financing activities.

We have not entered into derivative  contracts either to hedge existing risks or for speculative purposes.

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ITEM IV. CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information  required to be  disclosed by us in the reports that we file or submit under the Exchange Act is  recorded,  processed,  summarized  and  reported,  within  the time  periods specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and procedures  include,  without  limitation,  controls and procedures  designed to ensure that  information  required to be  disclosed  by an issuer in the reports that it files or submits under the Exchange Act is accumulated and  communicated to the  issuer's  manage ment,  including  its  principal  executive  officer  or officers and  principal  financial  officer or officers,  or persons  performing similar functions,  as appropriate to allow timely decisions  regarding required disclosure.

An evaluation was conducted under the supervision and with the  participation of our  management,  including Vera  Vechera,  our Chief  Executive  Officer/Chief Financial  Officer  and a  director,  of the  effectiveness  of the  design  and operation of our disclosure  controls and procedures as of September 30, 2008.  Based on that  evaluation,  Ms.  Vechera  concluded that our disclosure  controls and procedures were effective as of such date to ensure that information required to be disclosed  in the reports  that we file or submit under the Exchange  Act, is recorded,  processed,  summarized and reported within the time periods specified in SEC rules and forms.  Such officer also confirmed that there was no change in our internal  control over financial  reporting  during the   six-month  period ended September 30, 2008 that has  materially  affected,  or is reasonably  likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE

Our Board of Directors has not  established an audit  committee.  The respective role of an audit committee has been conducted by our Board of Directors.  We are contemplating  establishment of an audit committee during fiscal year 2008/2009. When  established,  the audit  committee's  primary  function will be to provide advice  with  respect  to our  financial  matters  and to  assist  our  Board of Directors  in  fulfilling  its  oversight  responsibilities  regarding  finance, accounting,  and legal  compliance.  The audit  committee's  primary  duties and responsibilities  will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our  independent &nb sp;accountants;  (iii) evaluate our quarterly  financial  performance  as well as its  compliance  with laws and regulations;   (iv)  oversee  management's   establishment  and  enforcement  of financial  policies  and business  practices;  and (v) provide an open avenue of communication  among the  independent  accountants,  management and our Board of Directors.

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                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any governmental authority or any other party involving us or our properties.  As of the date of this Quarterly  Report,  no director,  officer or affiliate is (i) a party adverse to us in any legal proceeding,  or (ii) has an adverse interest to us in any  legal  proceedings.  Management  is not  aware  of  any  other  legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 9,  2008,  we  filed a  registration  statement  on  Form  S-1  with  the Securities  and Exchange  Commission  pursuant to which we registered  4,000,000 shares of our restricted  common stock to be issued to certain  shareholders for re-sale at $0.05 per share for re-sale. The registration  statement was declared effective on May 30, 2008.

Subsequent to this quarter end, on October 6, 2008 we closed financing by selling 2,000,000 shares at $0.05 per share for total proceeds $100,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

No report required.

ITEM 5. OTHER INFORMATION

No report required.

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ITEM 6. EXHIBITS

     Exhibits:

       31.1     Certification of Chief Executive  Officer pursuant to Securities

                   Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

       31.2     Certification of Chief Financial  Officer pursuant to Securities

                    Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

       32.1     Certifications  pursuant to Securities Exchange Act of 1934 Rule

                   13a-14(b) or 15d- 14(b) and 18 U.S.C.  Section  1350, as adopted

                   pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused

this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly

authorized.

TRIPOD INTERNATIONAL, INC.

Dated: November 12, 2008  

By: /s/ Vera Vechera

       ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­

______________________________

Vera Vechera, President and

Chief Executive Officer

Dated: November 12, 2008

  By: /s/ Vera Vechera

_______________________________

Vera Vechera, Chief Financial Officer

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