Edgar Filing: SOPAC CELLULAR SOLUTIONS INC.

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 May 31, 2007

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 [X] No [ ]

There were 1,700,000 shares of common stock issued and outstanding on May 31,
2007.

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

As of As of
May 31, August 31,
2007 2006
-------- --------

ASSETS

CURRENT ASSETS
Cash $ 31,826 $ 4,925
-------- --------
TOTAL CURRENT ASSETS 31,826 4,925
-------- --------

TOTAL ASSETS $ 31,826 $ 4,925
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Due to a Director $ 500 $ 490
-------- --------
TOTAL CURRENT LIABILITIES 500 490
-------- --------

TOTAL LIABILITIES 500 490
-------- --------

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 1,700,000 and 1,000,000 shares issued and
outstanding as of May 31, 2007 and August 31, 2006 1,700 1,000
Additional paid-in capital 38,300 4,000
Deficit accumulated during exploration stage (8,674) (565)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 31,326 4,435
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 31,826 $ 4,925
======== ========

See Notes to Financial Statements

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

July 10, 2006
Three Months Nine Months (inception)
Ended Ended through
May 31, May 31, May 31,
2007 2007 2007
----------- ----------- -----------

REVENUES
REVENUES $ -- $ -- $ --
----------- ----------- -----------
TOTAL REVENUES -- -- --

PROFESSIONAL FEES 750 5,000 5,000
GENERAL & ADMINISTRATIVE EXPENSES 845 3,109 3,674
----------- ----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 1,595 8,109 8,674
----------- ----------- -----------

NET INCOME (LOSS) $ (1,595) $ (8,109) $ (8,674)
=========== =========== ===========

BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.01)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,395,652 1,133,333
=========== ===========

See Notes to Financial Statements

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

July 10, 2006
Nine Months (inception)
Ended through
May 31, May 31,
2007 2007
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (8,109) $ (8,674)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
Due to a Director 10 500
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (8,099) (8,174)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 700 1,700
Additional paid-in capital 34,300 38,300
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 35,000 40,000
-------- --------

NET INCREASE (DECREASE) IN CASH 26,901 31,826

CASH AT BEGINNING OF PERIOD 4,925 --
-------- --------
CASH AT END OF YEAR $ 31,826 $ 31,826
======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

See Notes to Financial Statements

SOPAC CELLULAR SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
May 31, 2007

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.

SOPAC CELLULAR SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
May 31, 2007

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.

SOPAC CELLULAR SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
May 31, 2007

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.

SOPAC CELLULAR SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
May 31, 2007

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 May 31, 2007 and generated a net loss of $8,674. 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 $31,826 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 as
needed. There is no guarantee that the Company will be able to raise any capital
through any 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 has paid 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.

NOTE 6. INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.

SOPAC CELLULAR SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
May 31, 2007

NOTE 7. NET OPERATING LOSSES

As of May 31, 2007, the Company has a net operating loss carryforwards of
approximately $7,080. 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.

On April 10, 2007 the Company issued a total of 700,000 shares of common stock
to 26 unrelated shareholders for cash at $0.05 per share for a total of $35,000.

As of May 31, 2007 the Company had 1,700,000 shares of common stock issued and
outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of May 31, 2007:

* Common stock, $ 0.001 par value: 75,000,000 shares authorized;
1,700,000 shares issued and outstanding.

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 $1,595 and $8,109 for the three and nine month
periods ended May 31, 2007, respectively. 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 May 31, 2007 was $1,595. Our net loss
from inception through May 31, 2007 was $8,674. 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 from inception through the period ended
May 31, 2007 was $40,000 resulting from the sale of common stock to our
director, Mr. Ezra E. Ezra, who purchased 1,000,000 shares of our Common Stock
at $0.005 per share on July 10, 2006 for proceeds of $5,000 and the sale of
700,000 shares at $0.05 pursuant to our SB-2 Registration Statement filed with
the SEC under file number 333-138217, which became effective on November 17,
2006. On April 10, 2007 the offering was completed for proceeds of $35,000.

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

Our current cash balance is $31,826. We estimate it will cost $30,000 to fully
implement our business plan. Our director has verbally agreed to loan the
company funds to continue operations in a limited scenario until sales will
support operations, but he has no legal obligation to do so.

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 2006-JUNE 2007

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

Sprint PCS/Nextel
Verizon Wireless
T-Mobile
Helio

As of the date of this filing we have been approved by all the master agents of
the requisite service providers. 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 have requested a meeting with T-Mobile's "data representative". This
individual is responsible for providing information and training to T-Mobile
sub-dealerships such as SOPAC, on the various software and business solutions
T-Mobile makes available to present to industry customers, or prospective
customers. The data rep will also make himself or herself available to make
sales calls to new customer candidates.

We are currently waiting for a date to meet with our Sprint/Nextel
representative to arrange for a similar meeting, with their data representative
and anticipate that meeting should take place in early July, depending on her
availability.

We also began the process of searching for a Marketing and Sales Vice President.

Embarked on conversations with Infiniti Wireless and Ameritel, Inc. to conduct
advance credit checks, cell phone and software activations, an overall
fulfillment arm for all our future sales.

Completed our offering of registered shares. Filed for and were assigned a CUSIP
number and engaged Holladay Stock Transfer as our transfer agent.

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.

JULY-OCTOBER 2007 ($8,250)

Now that the company is funded and ready to become operational, we will continue
to search 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 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.

We will also begin the process of calling each of a very large number of
business software manufacturers that provide wireless solutions to businesses
across the board. We will attempt to arrange to have these software
manufacturers send one or two representatives of their own to provide us with a
series of training and sales meetings, over a lengthy period of time, for our
own salespeople, once we've been successful in hiring them. We will also attempt
to impose upon these representatives to aid us in making sales calls to
potential, larger business clients.

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
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 May 31, 2007 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).

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

INCOME TAXES

reporting and net operating loss carry-forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

NEW ACCOUNTING PRONOUNCEMENTS

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.

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.

July 16, 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.

July 16, 2007 By: /s/ Ezra E. Ezra
-------------------------------------
Ezra E. Ezra, Director, President,
Principal Executive Officer,
Chief Financial Officer and
Principal Accounting Officer