UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2009

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

For the transition period from ________________ to __________________

Commission File Number 333-148256

MUSKOKA FLOORING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2711 Centerville Road, Suite 400 Wilmington, DE		19808
(Address of principal executive offices)		(Zip Code)

(705) 794-9481

(Registrant’s telephone number, including area code)

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.

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 ¨

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of October 20, 2008, the registrant had 1,482,500 shares of common stock, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

	Page Number
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements – Unaudited

Balance Sheets as of March 31, 2009 and December 31, 2007	4

Statements of Operations for the three months ended March 31, 2009 And the three months ended March 31, 2007 and cumulative results from inception (July 20, 2005) to March 31, 2009	5

Statement of Stockholders Equity (Deficit) cumulative from inception (July 20, 2005) to March 31, 2009	6

Statements of Cash Flows for the three months ended March 31, 2009 and for the three months ended March 31, 2008; and cumulative results from July 20, 2005 (date of inception) to March 31, 2009	7

Notes to Financial Statements for the three months ended March 31, 2009	8

Item 2. Management's Discussion and Analysis and Plan of Operation	9

Item 3. Quantitative and Qualitative Disclosures About Market Risk	10

Item 4. Controls and Procedures	10

Item 4T. Controls and Procedures	10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	12

Item 1A. Risk Factors	12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3. Defaults Upon Senior Securities	12

Item 4. Submission of Matters to a Vote of Security Holders	12

Item 5. Other Information	12

Item 6. Exhibits	12

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

FINANCIAL STATEMENTS

MARCH 31, 2009

BALANCE SHEETS	4

STATEMENTS OF OPERATIONS	5

STATEMENTS OF STOCKHOLDERS’ EQUITY	6

STATEMENTS OF CASH FLOWS	7

NOTES TO FINANCIAL STATEMENTS	8

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

BALANCE SHEETS

	March 31, 2009			December 31, 2008 (Audited)

ASSETS

CURRENT ASSETS
Cash	$	353		$	353
Prepaid Expense		500			500
Total Current Assets		853			853
TOTAL ASSETS	$	853		$	853

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	6,430		$	12,930
Due to related party		-			6,209
Total Current Liabilities		6,430			19,139
TOTAL CURRENT LIABILITIES	$	6,430		$	19,139


STOCKHOLDERS’ EQUITY (DEFICIT )
Common stock
Authorized
75,000,000 shares of common stock, $0.0001 par value,
Issued and outstanding
1,482,500 shares of common stock		148			148
Additional paid in capital		29,327			29,327

Deficit accumulated during the development stage		(35,052	)		(47,761	)

Total Equity		(5,577	)		(18,286	)

TOTAL LIABILITIES & EQUITY	$	853		$	853

The accompanying notes are an integral part of these financial statements

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Three months ended March 31, 2009		Three Months ended March 31, 2008, (Audited)			Cumulative results of operations from July 20, 2005 (date of inception) to March 31, 2009

REVENUE
Revenue		-		-			-

EXPENSES

Office and general	$	6,209	$	(2,601	)	$	(1,443	)
Exchange		-		-			100
Professional fees		6,500		(2,949	)		(33,709	)
Net (loss) before Income Taxes	$	12,709	$	(5,550	)	$	(35,052	)
Provision for Income Taxes		-		-			-

NET Profit / (loss)	$	12,709	$	(5,550	)	$	(35,052	)

BASIC AND DILUTED NET LOSS PER SHARE	$	0.02	$	(0.01	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		1,482,500		1,482,500

The accompanying notes are an integral part of these financial statements

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FROM INCEPTION (July 20, 2005) TO MARCH 31, 2009

	Common Stock				Additional Paid-in Capital		Share Subscription Receivable			Deficit Accumulated During the Development Stage			Total
	Number of shares		Amount

Balance at inception on, July 20, 2005		-	$	-	$	-	$	-		$	-		$	-

Net Loss, December 31, 2005		-		-		-		-			(977	)		(977	)

Common stock issued for cash at $0.015 per share, December 8, 2005		171,600		17		2,557								2,574

Balance, December 31, 2005		171,600	$	17	$	2,557		-			(977	)	$	1,597

Net Loss, December 31, 2006		-		-		-		-			(13,196	)		(13,196	)

Common stock issued for cash at $0.015 per share, February 28, 2006		828,400		83		12,343		(2,557	)					9,869
Common stock issued for cash at $0.030 per share, October 31, 2006		482,500		48		14,427		14,475	)					-

Balance, December 31, 2006		1,482,500	$	148	$	29,327	$	(17,032	)		(14,173	)	$	(1,730	)

Net loss December 31, 2007		-		-		-		-			(15,457	)		(15,457	)

Subscriptions received, December 31, 2007								17,032						17,032
		-		-		-		-
Balance, December 31, 2007 (Audited)		1,482,500	$	148	$	29,327	$	-		$	(29,630	)	$	(155	)

Net loss December 31, 2008		-		-		-		-			(18,131	)		(18,131	)

Balance, December 31, 2008 (Audited)		1,482,500	$	148	$	29,327	$	-		$	(47,761	)	$	(18,286	)

Net loss March 31, 2009		-		-		-		-			12,709			12,709

Balance, March 31, 2009		1,482,500	$	148	$	29,327	$	-		$	(35,052	)	$	(5,577	)

The accompanying notes are an integral part of these financial statements

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

	Three months ended March 31, 2009			Three months ended March 31, 2007			Cumulative results of operations from inception (July 20, 2005) to March 31, 2009

OPERATING ACTIVITIES
Net Profit	$	12,709		$	(5,549	)	$	(35,052	)
Exchange Gain		-			-			-
Adjustment to reconcile net loss to net cash used in operating activities
- accrued liabilities		(6,500	)		923			6,430
- prepaid expense		-			950			(500	)
- shareholder loan		(6,209	)		-			-
NET CASH USED IN OPERATING ACTIVITIES		-			(3,676	)		(29,122	)
INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES
Proceeds from sale of common stock		-			3,023			29,475
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			3,023			29,475

NET INCREASE (DECREASE) IN CASH		-			(653	)		353

CASH, BEGINNING OF PERIOD		353			7,292			-

CASH, END OF PERIOD	$	353		$	6,639		$	353

NON-CASH AVTIVITIES
Stock issued for services	$	-		$	-		$	-
Stock issued for accounts payable	$	-		$	-		$	-
Stock issued for notes payable	$	-		$	-		$	-
Stock issued for convertible debentures and interest	$	-		$	-		$	-
Convertible debentures issued for services	$	-		$	-		$	-
Warrants issued	$	-		$	-		$	-
Stock issued for penalty on default of convertible debenture	$	-		$	-		$	-
Note payable issued for finance charges	$	-		$	-		$	-
Forgiveness of not payable and accrued interest	$	-		$	-		$	-
Stock issued for investment.	$	-		$	-		$	-

Supplemental cash flow information. Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements

MUSKOKA FLOORING CORPORATION

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Item 2: Management Discussion and Analysis or Plan of Operation

Overview

Muskoka Flooring Corporation ("Muskoka", the “Company”, “we”, “us, or “our”) was incorporated on July 20, 2005. Muskoka is a development stage corporation intending to enter into the business of importing hardwood flooring materials from around the world and reselling our products in the United States and Canada. Muskoka will not manufacture any equipment or goods, but will resell hardwood flooring and related products from various manufacturers through our proposed website.

The Company has not generated any revenues from inception or in the quarter ended March 31, 2009

Total expenses for the three months ending March 31, 2009 were $12,709 resulting in an operating profit for the quarter of $12,709. The operating profit for the period is a result of credits issued to the Company for professional fees.

As at the fiscal quarter ended March 31, 2009 the Company had $ 353 of cash on hand.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations. Our only other source of cash at this time is cash advances from our Director.

We anticipate that our current cash and cash equivalents will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur development and administrative expenses as well as professional fees as we initiate our business plan and other expenses associated with maintaining our SEC filings.

Plan of Operation

Muskoka intends to sell a full line of hardwood flooring products, materials, tools and accessories through our internet website. We will not manufacture any equipment or goods but will instead resell hardwood flooring products from various manufacturers. Our plan is to offer for sale a variety of exotic hardwood flooring imported from Asia, South America and other regions of the world along with protective coatings, tools, materials and accessories commonly used in the installation and maintenance of hardwood floors. We plan to sell these products via our website, www.muskokaflooring.net.

Our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to commencing our business and we will seek to obtain additional capital through private equity placements, debt or alternative sources of financing. If we are unable to obtain sufficient additional funding we may be required to reduce the scope of our business plan, which could harm our business, financial condition and operating results.

There can be no assurance that we will be successful in raising additional money, and thus be able to satisfy our future cash requirements, which primarily consist of working capital directed towards the development of our website and marketing campaigns as well as legal and accounting fees and other expenses associated with maintaining our SEC filings. There can be no assurance that we will be successful in raising the capital we require. Management believes that if our financing activities are successful, we will be able to generate sufficient revenue from online sales of our hardwood flooring goods and products and achieve liquidity within the following twelve to fourteen months thereof. However this is based upon speculation and there can be no assurance that Muskoka will ever be able reach a level of profitability.

Over the next 12 months, we intend to become operational by completing the development of the website which is estimated this to cost approximately $4,500 and allocating approximately $1,000 towards the initial phases of our marketing plan.

We plan to establish purchasing agreements with various manufacturers and arrange for the importation and delivery of product on a per sale basis to avoid the cost of holding inventory. As purchasing agreements are established we will add their product lines to our website.

Once the website is completed we plan to implement a marketing campaign specifically directed at potential buyers in order to bring traffic to our website. We intend to engage a third party service provider who specializes in attracting traffic to websites. We expect the cost of this service to be between $200 and $300 per month for every 50,000 visitors.

We have also allocated $4,000 towards administrative expenses, which includes general fees to maintain the corporate status of the Company, Transfer Agent fees, and telephone/postage/printing expenses, as well as any contingencies.

Off Balance Sheet Arrangements

Our officer and director, Gordon Cotton has undertaken to provide the Company with initial operating capital to sustain our business over the next twelve months, as expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes if we cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, the Company's Chief Executive Officer and Treasurer have identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the Company’s Chief Executive Officer and treasurer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

Item 4T. Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of September 30, 2008 management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of September 30, 2008 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the registrants last fiscal quarter 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

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

3.1 Articles of Incorporation [1]

3.2 By-Laws [1]

31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1 Section 1350 Certification of Chief Executive Officer

32.2 Section 1350 Certification of Chief Financial Officer **

[1] Filed previously with the Commission on December 21, 2007

* Included in Exhibit 31.1

** Included in Exhibit 32.1

SIGNATURES

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

Muskoka Flooring Corporation

BY:	/s/ Michel Marengere
	Michel L. Marengere

	President, Secretary Treasurer, Principal Executive Officer,
	Principal Financial Officer and Director

	Dated: May 22, 2009

MUSKOKA FLOORING CORP 10-Q