U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934


                     For the Period ended November 30, 2006

                        Commission File Number 333-138217


                         SOPAC CELLULAR SOLUTIONS, INC.
                 (Name of small business issuer in its charter)


        Nevada                                                  20-5302617
(State of Incorporation)                                (IRS Employer ID Number)


                           4438 Vesper Avenue, Suite 2
                             Sherman Oaks, CA 91403
                     Phone: (949)355-4559 Fax: (309)423-7471
          (Address and telephone number of principal executive offices)


                                 Joseph I. Emas
                             1224 Washington Avenue
                              Miami Beach, FL 33139
                     Phone: (305)531-1174 Fax: (305)531-1274
            (Name, address and telephone number of agent for service)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities 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 [ ]

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

There were 1,000,000 shares of common stock issued and outstanding on November
30, 2006.

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                                  Balance Sheet
--------------------------------------------------------------------------------



                                                                 As of             As of
                                                              November 30,       August 31,
                                                                  2006              2006
                                                                -------           -------
                                                                            
                                     ASSETS

CURRENT ASSETS
  Cash                                                          $ 1,763           $ 4,925
                                                                -------           -------
TOTAL CURRENT ASSETS                                              1,763             4,925
                                                                -------           -------

TOTAL ASSETS                                                    $ 1,763           $ 4,925
                                                                =======           =======

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Due to a Director                                             $ 2,490           $   490
                                                                -------           -------
TOTAL CURRENT LIABILITIES                                         2,490               490
                                                                -------           -------

TOTAL LIABILITIES                                                 2,490               490
                                                                -------           -------

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 1,000,000 shares issued and outstanding
   as of August 31, 2006                                          1,000             1,000
  Additional paid-in capital                                      4,000             4,000
  Deficit accumulated during exploration stage                   (5,727)             (565)
                                                                -------           -------

TOTAL STOCKHOLDERS' EQUITY                                         (727)            4,435
                                                                -------           -------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $ 1,763           $ 4,925
                                                                =======           =======


                       See Notes to Financial Statements

                                       2

                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

                                                                  July 10, 2006
                                             Three Months          (inception)
                                                Ended                through
                                             November 30,          November 30,
                                                2006                  2006
                                             -----------           -----------
REVENUES
  Revenues                                   $        --           $        --
                                             -----------           -----------
TOTAL REVENUES                                        --                    --

PROFESSIONAL FEES                                  3,500                 3,500
GENERAL & ADMINISTRATIVE EXPENSES                  1,662                 2,227
                                             -----------           -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES            5,162                 5,727
                                             -----------           -----------

NET INCOME (LOSS)                            $    (5,162)          $    (5,727)
                                             ===========           ===========

BASIC EARNING (LOSS) PER SHARE               $     (0.01)          $     (0.01)
                                             ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                     1,000,000             1,000,000
                                             ===========           ===========


                       See Notes to Financial Statements

                                       3

                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
            From July 10, 2006 (Inception) through November 30, 2006
--------------------------------------------------------------------------------



                                                                                  Deficit
                                                                                Accumulated
                                                       Common      Additional     During
                                         Common        Stock        Paid-in     Development
                                          Stock        Amount       Capital        Stage       Total
                                          -----        ------       -------        -----       -----
                                                                                
BALANCE, JULY 10, 2006                         --     $    --       $    --        $    --     $    --

Stock issued for cash on July 10,
 2006 @ $0.005 per share                1,000,000       1,000         4,000                      5,000

Net loss, August 31, 2006                                                             (565)       (565)
                                       ----------     -------       -------        -------     -------
BALANCE, AUGUST 31, 2006                1,000,000     $ 1,000       $ 4,000        $  (565)    $ 4,435
                                       ==========     =======       =======        =======     =======
Net loss, November 30, 2006                                                         (5,162)     (5,162)
                                       ----------     -------       -------        -------     -------
BALANCE, NOVEMBER 30, 2006              1,000,000     $ 1,000       $ 4,000        $(5,727)    $  (727)
                                       ==========     =======       =======        =======     =======


                       See Notes to Financial Statements

                                       4

                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------



                                                                                      July 10, 2006
                                                                   Three Months         (inception)
                                                                      Ended               through
                                                                   November 30,         November 30,
                                                                       2006                 2006
                                                                     -------              -------
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                  $(5,162)             $(5,727)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Due to a Director                                                  2,000                2,490
                                                                     -------              -------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (3,162)              (3,237)

CASH FLOWS FROM INVESTING ACTIVITIES

        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES               --                   --

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                --                1,000
  Additional paid-in capital                                              --                4,000
                                                                     -------              -------
        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               --                5,000
                                                                     -------              -------

NET INCREASE (DECREASE) IN CASH                                       (3,162)               1,763

CASH AT BEGINNING OF PERIOD                                            4,925                   --
                                                                     -------              -------
CASH AT END OF YEAR                                                  $ 1,763              $ 1,763
                                                                     =======              =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                           $    --              $    --
                                                                     =======              =======
  Income Taxes                                                       $    --              $    --
                                                                     =======              =======


                       See Notes to Financial Statements

                                       5

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

SOPAC Cellular  Solutions Inc. (the Company) was incorporated  under the laws of
the State of Nevada on July 10, 2006. The Company was formed to provide wireless
solutions to corporate customers.

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a August 31, year-end.

B. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective July 10, 2006 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       6

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs - an amendment of ARB No. 43,  Chapter 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that  "...  under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so  abnormal  as to require  treatment  as current  period  charges..."  This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  The  provisions of this Statement will be effective for the Company
beginning  with its fiscal year ending  November 30, 2006.  Management  believes
that the adoption of this Statement will not have any immediate  material impact
on the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP)  04-2,  Accounting  No. 67,
Accounting for Costs and Initial Rental  Operations of Real Estate Projects,  to
state that the guidance for (a) incidental  operations and (b) costs incurred to
sell  real  estate   projects  does  not  apply  to  real  estate   time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company  believes that the  implementation  of this standard will not have a
material impact on its financial position, results of operations or cash flows.

                                       7

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This  Statement   requires  that  the  cost   resulting  from  all   share-based
transactions be recorded in the financial statements.  The Statement establishes
fair value as the measurement  objective in accounting for  share-based  payment
arrangements and requires all entities to apply a  fair-value-based  measurement
in accounting for share-based payment transactions with employees. The Statement
also  establishes  fair value as the measurement  objective for  transactions in
which an entity  acquires  goods or services from  non-employees  in share-based
payment transactions. The Statement replaces SFAS 13 "Accounting for Stock-Based
Compensation"  and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
Employees".  The  provisions of this Statement will be effective for the Company
beginning with its fiscal year ending  November 30, 2006.  The Company  believes
that the  implementation of this standard will not have a material impact on its
financial position, results of operations or cash flows.

In March 2005,  the  Securities  and  Exchange  Commission  (SEC)  issued  Staff
Accounting  Bulletin No. 107 (SAB 107) which  provides  guidance  regarding  the
interaction  of SFAS 123 (R) and  certain  SEC  rules and  regulations.  The new
guidance  includes  the  SEC's  view on the  valuation  of  share-based  payment
arrangements  for  public  companies  and may  simplify  some of SFAS 123  (R)`s
implementation  challenges for registrants and enhance the information investors
receive.

In  March  2005,  the FASB  issued  FIN 47,  Accounting  for  Conditional  Asset
Retirement  Obligations,  which  clarifies  that  the  term  `conditional  asset
retirement  obligation'  as used in SFAS 143,  Accounting  for Asset  Retirement
Obligations,  refers  to a legal  obligation  to  perform  an  asset  retirement
activity in which the timing and/or method of settlement  are  conditional  on a
future  event that may or may not be within the  control of the  entity.  FIN 47
requires an entity to recognize a liability  for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably  estimated.  FIN
47 is effective  no later than the end of the fiscal year ending after  December
15, 2005.  The Company does not believe that FIN 47 will have a material  impact
on its financial position or results from operations.

In  August  2005,  the FASB  issued  SFAS  154,  Accounting  Changes  and  Error
Corrections.  This  statement  applies to all  voluntary  changes in  accounting
principle  and  to  changes  required  by an  accounting  pronouncement  if  the
pronouncement does not include specific  transition  provisions,  and it changes
the  requirements   for  accounting  for  and  reporting  them.   Unless  it  is
impractical,  the statement requires retrospective application of the changes to
prior periods' financial statements.  This statement is effective for accounting
changes and  correction of errors made in fiscal year  beginning  after December
15, 2005.

                                       8

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no operations  during the period from July 10, 2006  (inception)
to November 30, 2006 and generated a net loss of $5,727.  This condition  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Because  the  Company is  currently  in the  development  stage and has  minimal
expenses,  management  believes  that the  company's  current  cash of $1,763 is
sufficient  to cover the expenses  they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management's  current plan includes a SB-2 registration  statement with the U.S.
Securities  and Exchange  Commission of 700,000 shares for sale at $.05 per unit
to raise  capital of $35,000  to  implement  their  business  plan.  There is no
guarantee that the Company will be able to raise any capital through this or any
other offerings.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company  neither  owns nor leases any real or personal  property.  Beginning
January 1, 2007 the Company will pay a director $100 per month for use of office
space and services.  The sole officer and director of the Company is involved in
other  business  activities  and may,  in the future,  become  involved in other
business opportunities as they become available.

Thus he may face a conflict  in  selecting  between  the  Company  and his other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

Ezra E. Ezra, sole officer and director of the Company, will not be paid for any
underwriting  services that he performs on behalf of the Company with respect to
the Company's  upcoming SB-2 offering.  He will also not receive any interest on
any funds that he advances to the Company  for  offering  expenses  prior to the
offering being closed which will be repaid from the proceeds of the offering.

                                       9

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 6. INCOME TAXES

                                                         As of November 30, 2006
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                            $     0
     Other                                                            0
                                                                -------
     Gross deferred tax assets                                       51
     Valuation allowance                                            (51)
                                                                -------

     Net deferred tax assets                                    $     0
                                                                =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of November 30, 2006, the Company has a net operating loss  carryforwards  of
approximately  $5,727. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On July 10, 2006 the Company issued a total of 1,000,000  shares of common stock
to one director for cash at $0.005 per share for a total of $5,000.

As of November 30, 2006 the Company had 1,000,000  shares of common stock issued
and outstanding.

                                       10

                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                November 30, 2006


NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of November 30, 2006:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          1,000,000 shares issued and outstanding.

                                       11

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

RESULTS OF OPERATIONS

We are still in our development stage and have generated no revenues to date.

We incurred operating expenses of $5,162 for the three month period ended
November 30, 2006. These expenses consisted of general operating expenses
incurred in connection with the day to day operation of our business and the
preparation and filing of our periodic reports.

Our net loss for the three months ended November 30, 2006 was $5,162. Since we
have only been incorporated since July 10, 2006, no comparisons are included in
this report to previous years.

Cash provided by financing activities for the three months ended November 30,
2006 was $5,000 resulting from the sale of common stock to our director, Mr.
Ezra E. Ezra, who each purchased 1,000,000 shares of our Common Stock at $0.005
per share on July 10, 2006.

In order to achieve our business plan goals, we will need the funding from the
offering of registered shares pursuant to our SB-2 Registration Statement filed
with the SEC under file number 333-138217 which became effective on November 17,
2006.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

In order to fully implement our business plan we will require the $35,000 from
our offering. If we are unable to receive funding from the offering of our
shares we would postpone our cost-intensive plans while we investigate
alternative funding. Our director has verbally agreed to loan the company funds
to continue operations in a limited scenario until sales will support
operations, but we will require full funding to implement our complete business
plan.

OFF-BALANCE SHEET ARRANGEMENTS

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 is material to investors.

COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

OCTOBER-NOVEMBER 2006 ($200)

We filed applications for approval as sub-dealers with master agents of the
following service providers:

                                       12

         Sprint PCS/Nextel
         Verizon Wireless
         T-Mobile
         Helio

As of the date of this filing we have been approved by Sprint PCS/Nextel,
Verizon Wireless and Helio. We are still awaiting approval from T-Mobile. Some
of the criteria used in arriving at their decisions include the location and
efficacy of the company's office, the company's creditworthiness, the
principal's background and experience in the business, ability to generate
sales, provide fulfillment and excellent customer service. We also began the
process of searching for a Marketing and Sales Vice President.

PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

The following criteria for the milestones are based on management's estimates
only. The projected milestones are approximations only and subject to adjustment
based on costs and needs.

JANUARY-JUNE 2007 ($6,350)

Once the company is funded and ready to become operational, we will continue the
process of searching for a Marketing and Sales Vice President and an
IT/Operations Manager. These tasks are doubly difficult since we're a startup,
don't possess the requisite war chest to afford to pay such talent (other than
via a percentage of future revenues, as will be negotiated, if and when revenues
are achieved) and since the contribution we will expect from these individuals
will be enormous. These individuals will have to work six or seven days a week,
become intimately familiar with all the rate plans the "service providers" offer
and are able to answer just about any type of question a customer or provider
will propose. They will also be required to study every nuance of the various
cell phone devices we will sell, know how to use them to a) work and b)
accommodate software our sales agents will be using. They will also have to
receive training on the many types of software solutions and application for
each and every industry vertical and create the framework for training others.
They will also be required to work together to develop a dynamic website that
will interface with our Master Agent's systems and present a valuable shopping
and Q &A tool for our customers. They will be required to prepare an Operational
Manual and a Compliance Manual for the company. They will also be required to
prepare a list containing the universe of corporate customer candidates to
target and sell to, as described in the next milestone.

All of the above and more will be required from these individuals for our firm
to be regarded as a competitive entity in the business to business arena and
gearing them up to be seamlessly functional, will take the better part of six
months.

JULY-OCTOBER 2007 ($8,250)

We will then begin the process of advertising and recruiting high caliber
outside sales agents/reps and start the training to totally orient each one of
them on the hardware and software business applications/solutions. This training
will take a month to three because of the vast number of products, software

                                       13

solutions for each industry vertical and rate plans that will be presented to
them for study. Our initial goal will be to hire and train two executive sales
representatives on a strictly commission basis.

After these trainings and the creation of our official website, we will start
the process of prospecting for customers by establishing relations with bankers,
investment banking firms, corporate financiers, law firms, CPA firms and pension
plan managers, to name just a few sources. We will first start by recruiting
each of them to become our customers first, and then prevail upon them to
introduce us to the businesses they buy, sell or service. To help insure this
outcome, we will advantage them by providing them with unbeatable discounts on
hardware and software pricing, cutting into our profitability, just so we can
obtain the referrals. We will then start the process of contacting these
referrals and presenting to them as well as to their referrals and so on.

OCTOBER-DECEMBER 2007 ($8,350)

We will have started the process of prospecting business customers both small
and large. Each business lead we develop will require customized solutions, it
could take between 60 days to as much as two years (depending on the size of the
business concern and its required solution) before a contract can be entered
into, between the customer, our firm, the "service provider" and the software
solutions developer. Then and only then would the task of deploying devices
begin, hopefully nationwide.

CRITICAL ACCOUNTING POLICIES

The un-audited financial statements as of November 30, 2006 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our August 31, 2006 audited financial statements and notes
thereto, which can be found in our Form SB-2 Registration Statement on the SEC
website at www.sec.gov under our SEC File Number 333-138217.

BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an August 31, year-end.

BASIC EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective July 10, 2006 (inception).

                                       14

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles 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. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS

In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 107 (SAB 107) which provides guidance regarding the
interaction of SFAS 123 (R) and certain SEC rules and regulations. The new
guidance includes the SEC's view on the valuation of share-based payment
arrangements for public companies and may simplify some of SFAS 123 (R)`s
implementation challenges for registrants and enhance the information investors
receive.

In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset
Retirement Obligations, which clarifies that the term `conditional asset
retirement obligation' as used in SFAS 143, Accounting for Asset Retirement
Obligations, refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December

                                       15

15, 2005. The Company does not believe that FIN 47 will have a material impact
on its financial position or results from operations.

In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal year beginning after December
15, 2005.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                       16

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-138217, at the SEC
website at www.sec.gov:

     Exhibit No.                       Description
     -----------                       -----------

       3.1           Articles of Incorporation*
       3.2           Bylaws*
       31.1          Sec. 302 Certification of Principal Executive Officer
       31.2          Sec. 302 Certification of Principal Financial Officer
       32.1          Sec. 906 Certification of Principal Executive Officer
       32.2          Sec. 906 Certification of Principal Financial Officer

                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


January 11, 2007                    By: /s/ Ezra E. Ezra
                                       -----------------------------------------
                                       Ezra E. Ezra, Director, President and
                                       Principal Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


January 11, 2007                    By: /s/ Ezra E. Ezra
                                       -----------------------------------------
                                       Ezra E. Ezra, Director, President,
                                       Principal Executive Officer,
                                       Chief Financial Officer and
                                       Principal Accounting Officer

                                       17