Sundance Strategies, Inc. - Quarter Report: 2008 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R

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

AND EXCHANGE ACT OF 1934  

JAVA EXPRESS, INC.

(Name of Small Business Issuer in its Charter)

Nevada	000-50547	88-0515333
(State or jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

10026 Ridge Gate Drive, Sandy, UT 84092

 (Address number principal executive offices)

(801) 674-0077

(Issuer’s telephone number)

Check 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  R     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:

Large accelerated filer   £	Accelerated filed   £
Non-accelerated filer     £	Smaller reporting company  R

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  R    No  £

As of October 25, 2008, the Registrant had 11,280,140 shares of common stock outstanding.  

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

3

Item 1.  Financial Statements

3

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

10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

13

Item 4T.  Controls and Procedures

13

PART II – OTHER INFORMATION

13

Item 1.  Legal Proceedings.

13

Item 1A.  Risk Factors

13

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

13

Item 3.  Defaults Upon Senior Securities

13

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

14

Item 5.  Other Information.

14

Item 6.  Exhibits.

14

SIGNATURES

15

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PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Balance Sheets

4

Statements of Operations for the Three and Six Months ended

September 30, 2008 and 2007 and for the period December 14, 2001

(Inception of the Development Stage) to September 30, 2008

5

Statements of Cash Flows for the Six Months Ended

September 30, 2008 and 2007 and for the period December 14, 2001

(Inception of the Development Stage) to September 30, 2008

6

Notes to Financial Statements

8

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JAVA EXPRESS, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS			September 30,		March 31,
			2008		2008
			(Unaudited)
Current Assets
	Cash & Cash Equivalents	$	18,754	$	23,627
	Total Current Assets		18,754		23,627
	Total Assets	$	18,754	$	23,627
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
	Accounts Payable	$	5,869	$	3,230
	Total Current Liabilities		5,869		3,230
STOCKHOLDERS' EQUITY
	Preferred Stock, Par value $.001
	10,000,000 shares authorized
	No shares issued and outstanding		-		-
	Common Stock, Par value $.001
	50,000,000 shares authorized
	11,280,140 shares issued and outstanding		11,280		11,280
	Additional Paid-In Capital		477,417		477,417
	Deficit Accumulated During Development Stage		(475,812)		(468,300)
	Total Shareholders' Equity		12,885		20,397
	Total Liabilities and Shareholders' Equity	$	18,754	$	23,627
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF OPERATIONS
For the Three and Six Months Ended September 30, 2008 and 2007
and the Cumulative Period of December 14, 2001 (Date of Inception
of the Development Stage) to September 30, 2008
(Unaudited)
										Cumulative
										Since
										Dec. 14, 2001
										(Inception of
		For the Three				For the Six				Development
		Months Ended				Months Ended				Stage) to
		September 30,				September 30,				September 30,
		2008		2007		2008		2007		2008
Revenue	$	-	$	-	$	-	$	-	$	204,463
Cost of Revenue		-		-		-		-		45,400
Gross Profit		-		-		-		-		159,063
Expenses
General & Administrative		1,193		2,028		7,512		7,335		436,409
Sales & Marketing		-		-		-		-		153,821
Total Operating Expenses		1,193		2,028		7,512		7,335		590,230
Operating Loss		(1,193)		(2,028)		(7,512)		(7,335)		(431,167)
Other Income (Expense):
Interest Expense		-		(3,242)		-		(6,437)		(36,680)
Gain on Settlement         of Debt		-		-		-		-		6,000
Misc. Income		-		-		-		-		2,300
Loss on Sale of         Investments		-		-		-		-		(23,019)
Gain on Sale of         Equipment		-		-		-		-		6,754
Total Other Income (Expense)		-		(3,242)		-		(6,437)		(44,645)
Net Loss	$	(1,193)	$	(5,270)	$	(7,512)	$	(13,772)	$	(475,812)
Loss Per Share
Basic and Diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted Average Shares
Basic		11,280,140		5,701,000		11,280,140		5,701,000
Diluted		11,280,140		7,460,800		11,280,140		7,460,800
The accompanying notes are an integral part of these financial statements.

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[…Continued ]

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JAVA EXPRESS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2008 and 2007
and the Cumulative Period of December 14, 2001 (Date of Inception
of the Development Stage) to September 30, 2008
(Unaudited)
[Continued]
							Cumulative
							Since
							Dec. 14, 2001
							(Inception of
			For the Six				Development
			Months Ended				Stage) to
			September 30,				September 30,
			2008		2007		2008
Supplemental Disclosures of Cash Flow Information:
	Cash paid during the period for:
	Interest	$	-	$	-	$	290
	Income taxes	$	-	$	-	$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
	Notes payable converted to common stock	$	-	$	-	$	240,055
	Stock issued in acquisition	$	-	$	-	$	27,433
	Fixed assets exchanged for services	$	-	$	-	$	5,345
	Fixed assets exchanged for investments	$	-	$	-	$	51,597
	Fixed assets exchanged for payment of notes	$	-	$	-	$	22,935
	Investments exchanged for notes	$	-	$	-	$	6,860
The accompanying notes are an integral part of these financial statements.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2008

1.  ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on December 14, 2001, with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31.  Since December 14, 2001, the Company has been in the development stage. Initially, the Company developed a “turn key” retail coffee kiosk design with the intention of operating retail kiosk(s) in the Las Vegas, Nevada area, and elsewhere. Although, and the Company began marketing the concept, it was determined that this venture would not be successful the Company sought other business opportunities. In September, 2004, the Company entered into business coaching through the acquisition of K-Com Business Coaching Corp. The Company operated this business until January 30, 2006. There have been no operations since that time.

On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation, in exchange for 1,200,000 shares of common stock.

On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp.  All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006, and are recorded at book value.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the  exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS - continued

September 30, 2008

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

On September 30, 2008, the Company had a net operating loss available for carry forward of $475,812.  The tax benefit of approximately $142,745 from the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project an estimated future operating profit.  The loss carryforward expires beginning in the years 2024 through 2029.

Concentration of Credit Risk

There are no financial instruments that potentially subject the Company to significant concentration of credit risks.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of services provided.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Recent Accounting Pronouncements

The Company has reviewed recent accounting pronouncements and does not expect that the adoption of the recent accounting pronouncements will have a material impact on its financial statements.

3.  SIGNIFICANT RELATED PARTY TRANSACTIONS

As of September 30, 2008, all activities of the Company were conducted by the corporate officer from either his home or business office.

During the year ended March 31, 2008, Globe Energy Technologies, LLC became a majority shareholder (49.7%) of the Company through its purchase of shares from the Company, selling shareholders and conversion of a promissory note. Globe Energy Technologies, LLC’s Managing Member is Mark Burdge, a director of the Company.

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

Safe Harbor for Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,”  “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Java’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed further below under “Trends and Uncertainties”, and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

General

Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations.  We commenced our operations and purchased both kiosk designs and equipment as well as conducted marketing studies. We began working with a contractor to design a “turn-key” kiosk” and we began negotiations with various casinos and mall spaces in the Las Vegas, Nevada area for placement of the kiosks. We continued to develop the “turn-key’ kiosk concept for further marketing in other geographical areas once our first kiosk was established. Our competition, however, especially from well known coffee companies such as Starbucks, increased during that time period and we were ultimately unsuccessful in establishing our retail coffee shop locations.  We began looking for other business opportunities. On September 29, 2004, we acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation. We discontinued our efforts to establish a coffee shop business and began focusing on developing K-Com’s existing business coaching operations. K-Com provided us with over $200,000 in revenues in 2005 and 2006. On January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed Java Express and are reflected in our financial statements for the year ended March 31, 2006. Our revenues from our coaching services began decreasing during the last quarter of our 2006 fiscal year. We had no revenues from the coaching business in each of the last two fiscal years. We are now a “shell company.”

Plan of Operation

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or to the payment of our Securities and Exchange filing expenses and associated legal fees, accounting fees and costs incident to reviewing or verifying information about any potential business venture, any of which may be advanced by management or principal stockholders as loans to us.  There is no agreement that management will advance these funds.  Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such loan.  Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction.  As of the date of this Quarterly Report, we have not actively begun to seek any such venture.  No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

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When and if a business is commenced or an acquisition is made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us at terms acceptable to us.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process, and could cost between $5,000 and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that we can raise these funds, if needed.

Liquidity and Capital Resources

Balance Sheet Information

The following information is a summary of our balance sheet as of September 30, 2008

Summary Balance Sheet as of September 30, 2008

Total Current Assets	18,754
Total Assets	18,754
Total Liabilities	5,869
Accumulated Deficit	475,812
Total Stockholders’ Equity	12,885

At September 30, 2008 our total current assets were $18,754 and consisted of cash and cash equivalents; we had no fixed assets.  Liabilities at September 30, 2008, totaled $5,869 and consisted of accounts payable.  We had several related party notes payable and a related party accounts payable that were paid on March 11, 2008, as further discussed below under “Funding through Convertible Notes” and “Funding through Services.”

Acquisition of Subsidiary through Issuance of Common Stock

We funded the acquisition of our subsidiary through the issuance of common stock.  On September 29, 2004, the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.

Funding Through Convertible Notes

We have consistently funded operations in the last three years through loans from both related and non-related parties as evidenced by various convertible notes listed below. As of our year ended March 31, 2008, all of the notes listed in the table are paid as discussed in the footnotes to the table.

Principal Note Holder	Amount	Date Due	Status
1. Shannon Kirch	$  143,700	8/17/2004	Purchased and converted on 3/11/08	(1)
2. Kelly Trimble	$      6,000	10/25/2005	Compromised and converted 3/11/08	(2)
3. Kelly Trimble	$      5,825	12/31/2006	Compromised and converted 3/11/08	(2)
4. Kelly Trimble	$      5,324	12/31/2006	Compromised and converted 3/11/08	(2)
5. Kelly Trimble	$    11,086	12/31/2006	Compromised and converted 3/11/08	(2)
6. Kelly Trimble	$      3,040	12/31/2006	Compromised and converted 3/11/08	(2)
7. Kelly Trimble	$      5,458	12/31/2007	Compromised and converted 3/11/08	(2)
8. John Chris Kirch	$      5,458	12/31/2007	Paid on March 11, 2008	(3)
9. Kelly Trimble	$      8,041	12/31/2008	Compromised and converted 3/11/08	(2)

(1)    The Shannon Kirch Convertible Note:  was for $143,700, had an imputed interest rate of 6% and was past due on December 31, 2005. The note was renegotiated once to increase the conversion period to December 31, 2007 and the conversion price to $0.10 per share.  The note was renegotiated a second time to increase the conversion period to December 31, 2008.

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Shannon Kirch sold her note to third party for $143,700.  The note, which had interest of $32,135, was compromised to $0.05 per share and converted by the holder into 3,518,700 shares of our common stock on March 11, 2008.  The shareholder purchased an additional 1,100,000 shares in a private placement in conjunction with this acquisition. The shareholder, Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date.

(2)  The Kelly Trimble Notes:   Mr. Trimble loaned us funds during the last three fiscal years which were the subject of seven convertible notes due on various dates between December 31, 2005, and December 31, 2008, and aggregated $44,784 in principal with $3,338 in interest.  The conversion rate on the notes was $0.10 per share.  On March 11, 2008, we compromised the conversion rate to $0.05 per share and converted the note into 962,440 shares of our common stock.  Kelly Trimble now owns 1,912,430 shares of our common stock or 16.95% of our outstanding shares.

(3) We also received a loan of $5,458.05 from John Chris Kirch under a convertible note due and payable on December 31, 2007.  The note was convertible at his option any time after December 31, 2007, but no later than December 31, 2008, at the “bid” price of our shares or into 54,580 shares of our stock in the event there is no bid.  The note was satisfied on March 11, 2008.

All of the above notes were payable on demand and convertible at the holder’s option within various time parameters.  At the date the notes were entered into we had no determinable value of our stock and thus there was no determinable value for the conversion options.  Two of the notes had stated interest of 6% and interest was imputed at 6% for all of the other notes.  The notes carried a conversion rate of $0.10 per share absent a market for our shares. The conversion rate on these notes was compromised to $0.05 per share at the time they were converted by reason of:

§

The convertible notes were in default;

§

We did not have the funds to pay the convertible notes;

§

We wished to repay notes;

§

We are a “shell company” as defined by the United States Securities and Exchange Commission; and

§

There are new resale restrictions under Rule 144 regarding shares of companies that are classified as “shell companies.”

These shares were issued in private transactions without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act.  No broker was involved and no commissions were paid on the transaction.

Funding through Services

We were provided services by Lance Musicant who served as an officer and director from inception through his resignation on June 1, 2006.  Mr. Musicant performed services valued at $29,000 during our fiscal year ended March 31, 2006, and was still owed $25,000 through the first three quarters of this fiscal year.  On March 11, 2006, Lance Musicant agreed to accept $19,000 as payment in full of the debt.

Funding through Private Placement

On March 11, 2008, we authorized the private offering of a maximum of 1,100,000 shares or our common stock that are “restricted securities.” These shares were sold to Globe Energy Technologies LLC (who had acquired the $143,700 convertible note discussed above) at $0.05 per share, for proceeds of $55,000. No commissions were paid. Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date. A $25,000 debt to our former president was satisfied for $19,000 with these funds as well as a $5,458 convertible note.  The balance of the proceeds are held in escrow and will be used to pay legal fees associated with the offering of $5,000 and as working capital.

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Funding Future Acquisitions and Operations

Our ability to fund our operations and future acquisitions is discussed above under “Plan of Operations.”

Off-Balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President/Secretary, to allow timely decisions regarding required disclosures.

 

Under the supervision and with the participation of our management, including our President/Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

During the most recent fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) 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.

None.

Item 1A.  Risk Factors

Not required.

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

During the period covered by this report, no unregistered securities were sold  

Item 3.  Defaults Upon Senior Securities

None.

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

None.

Item 5.  Other Information.

None

Item 6.  Exhibits.

2.1

     Agreement and Plan of Reorganization, dated September 29, 2004 between Java Express, Inc.

and K-Com Business Coaching Corp. (2)

 3.1

Articles of Incorporation as amended (1)

 3.2

Bylaws (1)

10.1

Convertible Note dated August 17, 2004: $143,700 (3)

10.2

Convertible Note dated October 25, 2005: $6,000 (4)

10.3

Convertible Note dated April 04, 2006: $ 5,825 (5)

10.4

Convertible Note dated June 22, 2006: $5,324(5)

10.5

Convertible Note dated October 6, 2006: $11,085.75 (6)

10.6

Convertible Note dated December 20, 2006: $3,040 (7)

10.7

Convertible Note dated February 16, 2007: $5,458(8)

10.8

Convertible Note dated February 16, 2007: $5,458(8)

10.9

Convertible Note dated December 4, 2007: $8,051 (9)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002. (Filed herewith)

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2003 (Filed herewith)

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Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. Section1350 as  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)

(1)

Filed with our initial Form 10SB Registration Statement on January 12, 2004.

(2)

Filed as Exhibit 2.0 to Form 8-K filed with the Securities and Exchange Commission on October 5, 2006

(3)

Filed with Form 10-QSB for December 31, 2004 on February 14, 2005

(4)

Filed with Form 10-QSB for December 31, 2005 on February 14, 2006

(5)

Filed with Form 10-QSB for June 30, 2006 on August 8, 2006

(6)

Filed with Form 10-QSB for September 30, 2006 on October 27, 2006

(7)

Filed with Form 10-QSB for December 31, 2006 on February 1, 2007

(8)

Filed with Form 10-KSB for March 31, 2007 on June 7, 2007

(9)

Filed with Form 10-QSB for December 31, 2007 on February 13, 2008

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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.

JAVA EXPRESS, INC.

(Registrant)

Dated: October 28, 2008

By:  /s/ Howard Abrams

Howard Abrams

President, Chief Executive and Financial Officer

Director

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