UNITED STATES

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 December 31, 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 Number: 333-91190

NATCO INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)


Delaware		98-0234680
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

Unit 204, 13569 – 76 Avenue Surrey, British Columbia, Canada, V3W 2W3
(Address of principal executive offices)
(888) 945-4440
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 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. [ X ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

As of January 31, 2009 the Issuer had 35,663,485 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of Natco International, Inc. (the "Company" or “Natco”)), a Delaware corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-KSB for the fiscal year ended March 31, 2008.

NATCO INTERNATIONAL, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

PERIOD ENDED DECEMBER 31, 2008


INDEX TO FINANCIAL STATEMENTS:	Page

Balance Sheet	3- 4

Statements of Operations	5-7

Statements of Cash Flows	8-9

Notes to Unaudited Financial Statements	10-11

NATCO INTERNATIONAL INC.

DEVELOPMENT STAGE COMPANY

INTERIM BALANCE SHEETS

AS AT DECEMBER 31, 2008

(EXPRESSED IN U.S. DOLLARS)

CONDENSED AND CONSOLIDATED


		December 31	March 31
		2008	2008
		(Unaudited)	(Audited)
ASSETS
Current Assets
	Cash	$ -	$ -
	Accounts Receivable	-	-
	Inventory	-	-
	Prepaid Assets	8,352	4,234
	Assets held in discontinued operations	-	-
	Total Current Assets	8,352	4,234

Long Term Assets
	Loan to PVT	$ 1,485,000	$ 1,485,000
	Interest Receivable on Loan to PVT	148,135	95,099
	Product Rights	1	1

Total Assets		$ 1,641,488	$ 1,584,334

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Bank Indebtedness	$ 17,889	$ 20,171
	Accounts Payable	65,864	93,210
	Accrued Liabilities	70,333	92,344
	Loan Payable	447,772	403,490
	Due to related Parties	711,302	811,288

	Total Current Liabilities	1,313,130	1,420,503

	Total Liabilities	1,313,130	1,420,503

	Continued Operations
	Discontinued Operations


	Subsequent events

Stockholders' Equity
	Authorized:
	50,000,000 Common Shares, with a par value $0.001
	5,000,000 preferred shares with a par value $0.001
	Issued:
	Common shares - 26,747,614
	(2007 - 20,447,614) respectively
	Paid in Capital	26,747	20,447

	Additional Paid-in Capital	2,411,440	1,092,740

	Share Subscriptions	-	1,384,277

	Other Comprehensive Income	(152,189)	(432,465)

	Deficit Accumulated during Development Stage	(1,957,640)	(1,901,168)

	Total Stockholders' Equity	328,358	163,831

Total Liabilities and Stockholders' Equity		$ 1,641,488	$ 1,584,334

		$ -

See accompanying notes

NATCO INTERNATIONAL INC

DEVELOPMENT STAGE COMPANY

INTERIM STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008

(EXPRESSED IN U.S. DOLLARS)

CONDENSED AND CONSOLIDATED


		Three Months Ended December, 31 2008	Three Months Ended December 31, 2007	Nine Months Ending December 31, 2008	Nine Months Ending December 31, 2007	Since Inception To December 31, 2008


		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Income
	Sales	$ -	$ -	$ -	$ -	$ 392,635

	Cost of Sales	-	-	-	-	239,602
						$ -
	Gross Profit	$ -	$ -	$ -	$ -	$ 153,033

Operating Expenses
	Advertising and Promotion	2,732	3,677	4,939	17,614	91,935
	Amortization					46,985
	Automotive					37,035
	Bad Debts					8,474
	Bank Charges	17	196	1,517	618	17,286
	Commissions					3,509
	Consulting Fees	3,141		3,141	-	21,121
	Insurance					17,481
	Legal and Accounting	15,958	23,021	26,927	49,468	413,356
	Office and other	550	6,288	1,883	8,582	64,872
	Rent	1,676	1,896	7,058	7,316	219,206
	Research and Development					105,537
	Salaries and benefits	10,927	18,325	46,108	53,263	767,045
	Telephone and Utilities	331	1,095	1,955	4,110	59,453
	Travel and trade shows		1,615	-	1,615	46,386
	Currency Exchange Loss (Gain)	-	-	-	-	1,098
						-
	Total Expenses	35,332	56,113	93,528	142,586	1,920,779
						-
Net Loss from Operations		(35,332)	(56,113)	(93,528)	(142,586)	(1,767,746)

Other Items
	Interest on PVT Loan	4,805	25,517	53,036	66,457	148,135


	Other Income					25,389
	Cancellation of Options				49,950	49,950
	Interest Expense	(6,604)	(33,111)	(15,980)	(75,748)	(380,525)
		$ (1,799)	$ (7,594)	$ 37,056	$ 40,659	$ (157,051)

Loss from Continued operations		(37,131)	(63,707)	(56,472)	(101,927)	(1,924,797)

Net Income (loss) from
discontinued operations					(2,980)	(32,843)
						-
Net Loss		(37,131)	(63,707)	(56,472)	(104,907)	(1,957,640)
						-
	Other comprehensive income	165,131	(97,172)	280,276	(218,912)	(152,189)


Net Loss and Comprehensive loss		$ 128,000	$ (160,879)	$ 223,804	$ (323,819)	$(2,109,829)


Basic and Diluted
	(Loss) per Share	$ 0.00	$ (0.01)	$ 0.01	$ (0.01)	$ (0.08)

Weighted Average
Number of Shares		26,747,614	20,447,614	26,747,614	20,447,614	26,747,614

See accompanying notes

NATCO INTERNATIONAL INC.

DEVELOPMENT STAGE COMPANY

INTERIM STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 30, 2008

(EXPRESSED IN U.S. DOLLARS)

CONDENSED AND CONSOLIDATED


		Nine Months Ended December 31, 2008	Nine Months Ended December 31, 2007	(Inception) December 31, 2008


Operating Activities		(Unaudited)	(Unaudited)	(Unaudited)
	Net (Loss)	$ (56,472)	$ (104,907)	$ (1,957,640)
	Adjustments to reconcile Net (Loss)
	Common Stock issued for Services	-	-
	Depreciation	-	-	46,985
	Write off of assets from discontinued operations			32,843
	Interest due to related parties	15,264	56,351	109,523
	Wages accrued to director	46,108	53,263	497,424
	Cancelled stock based compensation	-	(49,950)
	Changes in Operating Assets and Liabilities
	(Increase)/Decrease in Accounts Receivable		2,765	-
	Interest receivable	(53,036)	(70,687)	(148,135)
	Inventory	-	-	-
	Prepaid expense	(4,118)	7,007	(8,352)
	Increase/(Decrease) in Accounts Payable	(27,346)	19,406	65,864
	Increase/(Decrease) in Accrued Liabilities	(22,011)	70,080	70,333

	Net Cash Provided by Operating Activities	(101,611)	(13,692)	(1,291,155)

	Net cash provided by (used in ) Discontinued operations	-	(2,980)	(31,984)

		(101,611)	16,672	(1,323,139)

Investment Activities
	Purchase of Equipment	-	-	(62,642)
	Loan to PVT	-	(1,485,000)	(1,485,000)

	Net Cash (Used) by Investment Activities	-	(1,485,000)	(1,547,642)

Financing Activities
	Bank Indebtedness	(2,282)	4,136	17,889
	Due to Related party	(161,358)	(40,084)	119,152
	Loans Payable	44,252	1,751,981	447,742


	Proceeds from Subscriptions Receivable	(1,384,277)	75,404	-
	Proceeds from sale of Common Stock	1,325,000	70,853	2,438,187

	Net Cash Provided by Financing Activities	(178,665)	1,720,584	3,022,970

	Foreign Exchange	280,276	(218,912)	(152,189)

Change in cash and cash equivalents		-	-	-

Cash, Beginning of Period		-	-	-

Cash, End of Period		$ -	$ -	$ -

Supplemental Information:
	Interest Paid	$ 873	$ 19,397	$ 141,496
	Income Taxes Paid	$ -	$ -	$ -

See accompanying notes

NATCO INTERNATIONAL INC.

DEVELOPMENT STAGE COMPANY

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2008

(EXPRESSED IN US DOLLARS)

=====================================================================

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 December 31, 2008 and for all periods presented 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 March 31, 2008 audited financial statements. The results of operations for the period ended December 31, 2008 are not necessarily indicative of the operating results for the full years.

GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted 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 plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) completing the proposed Licensing Agreement with Lassen Energy Inc. 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.

SIGNIFICANT EVENTS

i) On Feb 19, 2008 Company signed a binding Letter of agreement with Lassen Energy, Inc. (LEI), a US company that manufactures Solar Panels.

ii) On April 18, 2008 Natco and LEI entered into a binding definitive agreement to merge by way of share exchange.

iii) On August 11, 2008 Natco and LEI extended the agreement by 90 days and are currently in the process of working out details of closing.

iv) On September 3, 2008, the Company issued 6.3 million common shares to six following companies for debt conversion:


	Angel International Acquisitions S.A.	1,115,000 Shares
	Beta Industries S.A.	915,000 Shares
	Micro-tech Industries Ltd.	1,010,000 Shares
	Cavern Holdings Ltd.	715,000 Shares
	Whonon Trading S.A.	1,520,000 Shares
	Gibraltar Management Foundation Inc	1,025,000 Shares

These shares were issued to non-affiliate Companies for debt conversion. The shares were issued in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for transactions not involving a public offering for $0.21 per.

v) On November 28, 2008, the Company cancelled the April 18, 2008 agreement and signed a new Licensing agreement with LEI. This agreement gives NATCO the rights to Manufacture and setup power plants in the countries of India, Canada, and State of Hawaii. Simultaneously with execution of the License Agreement, the Company also executed a Share Transfer Agreement with Lassen pursuant to which it agreed to issue Lassen a total of 8,915,871 shares of its common stock, representing approximately 25% of the Company’s issued and outstanding common stock, in exchange for the issuance by Lassen to the Company of approximately 25,252,500 shares of common stock of Lassen, representing approximately 25% of the issued and outstanding common stock of Lassen. The shares are required to be issued when all conditions precedent, including payment in full by the Company of an initial license fee of $1,000,000, have been satisfied.

SUBSEQUENT EVENTS

The Company closed the agreement signed with LEI on January 8^th, 2009. US$200,000 was paid to LEI as per agreement to close the Licensing agreement. Another $800,000 needs to be paid to LEI in 60 days for the rights.

US$215,500 was raised by way of a private placement to close the Licensing Agreement with LEI. The Company sold 718,333 units consisting of one Natco common share at $0.30 and one warrant to acquire one Natco common share at $0.42.

ITEM 2.

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

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Background and Overview

Natco International, Inc. has been in existence as a Company (including our predecessor British Columbia Corporation) since 1990. We began to concentrate on chemical manufacturing business activities in 1997; prior to that time we had few shareholders and were primarily dormant. We have never made a profit on chemical manufacturing operations. In the last twelve months, the Company has phased out its chemical manufacturing operations. As discussed more fully below, Nacto’s current business operations are focused on the manufacturing, distribution and sales of solar panels.

As disclosed on a Form 8-K filed with the Securities and Exchange Commission on November 26, 2008, on November 21, 2008, Natco entered into: i) an Agreement (the “Share Transfer Agreement”) with Lassen Energy, Inc. “(Lassen”) a California corporation, for the transfer of shares of common stock; and ii) an Intellectual Property License Agreement (the “License Agreement”) with Lassen, DBK Corporation (“DBK Corp”), a Nevada corporation, and Darry Boyd (“Boyd”) (DBK Corp and Boyd are collectively referred to herein as (“DBK”)). Pursuant to the License Agreement, Lassen and DBK agreed to provide Natco with several licenses (the “Licenses”) relating to the use of certain intellectual property necessary for the manufacturing, distribution and sale of solar panels developed by Lassen and DBK (the “Lassen Solar Panel”) throughout the Nations of India and Canada, and the State of Hawaii (the “Licensed Territories”). The consideration to be paid by Natco to Lassen for the Licenses is a fee of US $1,000,000 (the “License Fee”) together with a 2% royalty on gross revenues received by Natco from future sales of Lassen Solar Panels. Pursuant to the terms of the License Agreement, the License Fee is required to be paid in two installments. The first $200,000 installment (the “Initial Payment”) of the License Fee was due and paid on January 15, 2009, subsequent to the fiscal period ended December 31, 2008. The balance of the License Fee, which will be $800,000, is due and payable within 60 days following the payment of the Initial Payment. In the event that

we are unable to make a timely payment of the $800,000, the Licenses granted pursuant to the License Agreement would become suspended. Once suspended, we would then have a period of 90 days in which to tender the remaining $800,000 due under the License Agreement. In the event that we failed to make the $800,000 payment during the 90 day suspension period, Lassen and DBK would have the option to terminate the License Agreement.

As a result of the entry into the Licensing Agreement, Natco will first focus its efforts on obtaining the funds necessary to pay the balance of the License Fee. Assuming the Company is able to fulfill its initial obligation under the License Agreement to complete payment of the License Fee, it thereafter intends to begin to focus its efforts on the production, distribution and sales of the Lassen Solar Panel in the Licensed Territories.

The Lassen Solar Panel is still in the developmental stage. Once the Lassen Solar Panels receives Underwriters Laboratories, Inc. (“UL”) Certification indicating that the Lassen Solar Panel is ready for commercial distribution, Natco will begin the process of establishing assembly facilities for the Lassen Solar Panel in the Licensed Territories. Natco anticipates that the facilities will be established and operational within approximately three (3) years of the receipt of UL Certification.

During the fiscal year ending March 31, 2009, the Company anticipates that it will continue to work on the production and sales of the Lassen Solar Panel in the Licensed Territories pursuant to its rights under the License Agreement. Additionally, the Company is currently in negotiations with government of Punjab, India to build a 200 Mega Watt power plant in that state.

Liquidity and Capital Resources

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition for the period ended December 31, 2008. The following summary should be read in conjunction with the financial statements and accompanying notes to them included elsewhere in this report. Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principals of the United States (“GAAP”).

During the period ended December 31, 2008, Natco did not experience any sales or generate any revenues. As of December 31, 2008, the Company’s balance sheet reflects total assets of $1,641,488 which primarily consists of a Loan to Photo Violations Technology Inc. in the principal amount of $1,485,000, and an interest receivable on the loan in the amount of $148,135. As of December 31, 2008, the Company’s balance sheet reflects total current liabilities of $1,313,130. The Company has cash on hand of $nil and a deficit accumulated in the development stage of $1,957,640.

Additionally, as noted above, the balance of the License Fee, which is $800,000, is due and payable within 60 days following the payment of the Initial Payment which occurred on January 15, 2009. In the event that we are unable to make a timely payment of the $800,000 the Licenses granted pursuant to the License Agreement would become suspended. Once suspended, we would then have a period of 90 days in which to tender the remaining $800,000 due under the License Agreement. In the event that we failed to make the $800,000 payment during the 90 day suspension period, Lassen and DBK would have the option to terminate the License Agreement.

The Company does not have sufficient assets or capital resources to pay its on-going expenses. Additionally, the Company does not currently have the $800,000 to cover the final payment that will need to be paid pursuant to the terms of the License Agreement. Natco has financed its operations through equity investment from investors, shareholder loans, and credit facilities from Canadian chartered banks and increases in payables and share subscriptions. Most of the financing has been debt financing from related and un-related

parties. Currently, our estimated fixed costs at this time are approximately $5400 per month; that figure does not include the legal expense of law suit against PVT, but does include $900 for lease payments, $500 for utilities, $3,000 for loan interest and principle payments, and $1,000 for miscellaneous expenses. We will have to raise approximately $5400 per month to cover operating expenses, and an additional $800,000 to cover the payment under the License Agreement. We are currently suing PVT for the money it owes us ($1,485,000) plus Interest and damages. If this money is paid back we will not need any financing. All debts could be paid and we will have enough working capital to sustain us until approximately June 30, 2009.

Additionally, the Company anticipates that it will attempt to raise 2 to 3 million dollars through the sale of the Company’s securities to both cover the Company’s operating expenses, and to make the $800,000 payment pursuant to the License Agreement. If successful in our anticipated fundraising efforts, we will be able to pay all of the Company debt, comply with the terms of the License Agreement, and have additional working capital. We have had negotiations with a number of groups regarding both a smaller and larger financing; we are hopeful that we will be able to complete one or both financings. However, there is no guarantee that we will be successful in raising any additional capital. If we are unable to finance the Company by debt or equity financing, or a combination of the two, we will have to look for other sources of funding to meet our requirements. That source has not been identified as yet.

Our financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Operations to date have been primarily financed by long-term debt and equity transactions as well as increases in payables and related party loans. Our future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurance that we will be successful. If we are not, we will be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements. Our auditors' report on the March 31, 2008 financial statements includes an explanatory paragraph that states that as we have suffered recurring losses from operations, substantial doubt exists about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Subsequent Event

On December 18, 2009, the Company initiated a Private Placement Offering, which was subsequently closed on January 8, 2009, pursuant to which the Company raised $215,500 through the sale of 718,333 Units at a purchase price of $.30 per Unit. Each Unit consisted of one share of common stock (the “Common Stock”) and one Warrant (the “Warrants”). One Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $0.42 per share at any time up to January 9, 2012. Subsequent to the period ended December 31, 2009, the Company used the proceeds that it collected from the Private Placement Offering to make the Initial Payment of $200,000 pursuant to the License Agreement discussed above.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended December 31, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

In May 2007 the Company took a local brokerage house to court on behalf of itself and its shareholders. This action was taken because the Company and some shareholders had a reason to believe that this particular Brokerage house was lending the shares to another broker Dealer for the purpose of shorting. When the shareholders demanded that their shares be converted to share certificates, the brokerage house did not produce the certificates in a reasonable time period. The Company went to Supreme Court of British Columbia to force them to a) deliver the share certificates to shareholders, b) to stop lending out our shares, c) to stop shorting of the Company's shares. The Company managed to accomplish all three because the judge agreed with the Company and an order was issued to deliver the shares to shareholders immediately.

On December 12, 2007, the Company commenced legal proceedings in British Columbia Supreme

Court against Photo Violation Technologies Corp. ("PVT") and its president, Fred Mitschele (aka Fred Marlatt), claiming punitive, exemplary and consequential damages and other remedies arising from breach of contract and wrongful conduct on the part of Mitschele. In the Action, the Company claimed PVT has breached the agreement among the Company, PVT and Mitschele entered into on or about March 16, 2007, which provided for the completion of a reverse merger between the Company and PVT. The Company also claimed in Court documents that Mitschele engaged in a number of wrongful acts, including inducing breach of contract, attempting to divert prospective investors from Company to PVT, failing to provide financial statements and other necessary documents. In February 2008, the Company extended the law suit to include, the other two directors and one employee. In March PVT countersued Natco, One director of the Company and two associates of the Company, claiming breach of contract. In November 2008, the Company launched another law suit against PVT for spreading misinformation about the Company through a number of websites.

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The Company issued the following unregistered securities in the three months ended on December 31, 2008:

Angel International Acquisitions S.A. (1) 1,115,000 Shares

Beta Industries S.A. (1)

915,000 Shares

Micro-tech Industries Ltd. (1)

1,010,000 Shares

Cavern Holdings Ltd. (1)

715,000 Shares

Whonon Trading S.A.(1) 1,520,000 Shares

Gibraltar Management Foundation Inc. (1) 1,025,000 Shares

Lassen Energy, Inc. (2)

8,915,871 Shares

(1)

(2)

These shares were issued to Lassen Energy, Inc. pursuant to the terms of the Share Transfer Agreement dated November 21, 2008 with Lassen Energy, Inc. The shares were issued in reliance upon the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for transactions not involving a public offering. No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.

On December 18, 2009, the Company initiated a Private Placement Offering which was subsequently closed on January 8, 2009, pursuant to which the Company raised $215,500 through the sale of 718,333 Units at a purchase price of $.30 per Unit. Each Unit consisted of one share of common stock and one Warrant. One Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $0.42 per share at any time up until January 9, 2012. For the above share issuances, the shares were not registered under the Securities Act in reliance upon the exemptions from registration contained in Section 4(2) and Regulation D of the Securities Act of 1933 (the “1933 Act”), the securities laws of certain states, and Regulation S under the 1933 Act. No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.

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.

(a)

The following exhibits are filed herewith:

31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 of the exchange act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Natco International, Inc.

By: /s/ Raj-Mohinder S. Gurm

-----------------------------------

Name: Raj-Mohinder S. Gurm

Date: February 19, 2009

Title: Chief Executive Officer & CFO

Pursuant to the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/Raj-Mohinder S. Gurm

-------------------------------------------------------------

Director, CEO and CFO February 19, 2008