UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  SQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007  or  £Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   000-51230(Commission File No.)  CASTLE ARCH REAL ESTATE INVESTMENT COMPANY, L.L.C. _____________________________________________________________________________________ (name of small business issuer in its charter)    California20-1077312(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)9595 Wilshire, PH 1000, Beverly Hills, CA90212(Address of principal executive offices)(Zip Code)  Issuers telephone number: (310) 385-5970  Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes £   No S  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 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S   No £  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £  No S  The number of outstanding common units, no par value, as of August 9, 2007 was 25,030,594 common member units. ____________________________________________________________________________________     INDEX  Castle Arch Real Estate Investment Company, LLC For The Quarter Ending June 30, 2007   Part I.  Financial InformationItem 1.Financial Statements3Consolidated Statement of Financial Condition  June 30, 2007 (Unaudited).3Consolidated Statements of Operations (Unaudited)  For the six months ended June 30, 2007; and for the six months ended June 30, 2006; and for the three months ended June 30, 2007; and for the three months ended June 30, 2006; and cumulative from April 15, 2004 (inception) to June 30, 2007.4Consolidated Statements of Cash Flows (Unaudited)  For the six months ended June 30, 2007, and for the six months ended June 30, 2006, and cumulative from April 15, 2004 (inception) to June 30, 2007.5Notes to Consolidated Financial Statements (Unaudited)  June 30, 2007.7Item 2.Managements Discussion and Analysis of Financial Condition or Plan of Operation.9Item 3.Controls and Procedures13Part II.  Other Information13Item 1.Legal Proceedings13Item 2.Unregistered Sales of Equity Securities and Use of Proceeds14Item 6.Exhibits and Reports on Form 8-K14Signatures15  2    Part I  Financial Information  Item 1. Financial Statements Financial Information Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Consolidated Statement of Financial Condition (Unaudited)  June 30,ASSETS2007Current assets:Cash and cash equivalents$703,466Interest receivable, net of allowance,totaling $9,97392,068Notes receivable  current, net of allowance,totaling $100,000656,383Prepaid expenses12,000Other current assets699Total current assets1,464,616Property, plant and equipment:Office equipment40,688Less: accumulated depreciation(14,823)Net property, plant and equipment25,865Other assets:Notes receivable  noncurrent250,000Other properties held for investment25,990,666Earnest money and other deposits1,570,000Entitlement costs543,605Other noncurrent assets3,430Total other assets28,357,701Total assets$29,848,182LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable320,636Other accrued expenses219,467Preferred dividends payable3,759,332Notes payable7,274,169Total current liabilities11,573,604Total liabilities11,573,604Members capital:Minority interest in consolidated subsidiary6,297,460Common units, 24,235,592, issued and outstandingranging from $.001 to $2.50 per unit2,171,040Non-managing members units, series A preferred,1,000,000 units issued and outstanding, $1.00 per unit613,269Non-managing members units, series B preferred,2,000,000 units issues and outstanding, $2.00 per unit1,291,814Non-managing members units, series C preferred,3,300,000 units issued and outstanding, $3.00 per unit2,319,948Non-managing members units, series D preferred,3,667,526 units issued and outstanding, $5.00 per unit16,447,438Deficit accumulated during the development phase(10,866,391)Total members capital18,274,578Total liabilities and members capital$29,848,182  See accompanying notes.  3    Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Consolidated Statements of Operations (Unaudited)  CumulativeFor the SixFor the ThreeFromMonths EndedMonths EndedApril 15,  2004June 30,June 30,(inception) to2007200620072006June 30, 2007Revenues:Proceeds from sale of property,net of cost of property sold$-$-$-$-$48,041Total revenues andother income----48,041Operating Expenses:Selling, general and administrative2,222,5171,715,4631,140,295952,24110,007,419Depreciation and amortization43,850102,0367,44320,968178,198Costs of terminated purchaseagreements11,7501,155--257,915Bad debt expense andimpairment losses----109,973Start-up and organizational costs----55,696Total operating expenses2,278,1171,818,6541,147,738973,20910,609,201Operating loss(2,278,117)(1,818,654)(1,147,738)(973,209)(10,561,160)Other revenue/(expenses):Interest income63,78433,64338,41615,792213,142Interest expense(371,764)(185,789)(228,016)(137,400)(939,806)Income/(loss) from continuingoperations beforeminority interest(2,586,097)(1,970,800)(1,337,338)(1,094,817)(11,287,824)Minority interest in losses ofconsolidated subsidiary283,029-122,433-421,433Net loss and deficit accumulatedduring the development stage$(2,303,068)$(1,970,800)$(1,214,905)$(1,094,817)$(10,866,391)Accumulated preferred dividends$(1,181,238)$(854,567)$(556,701)$(460,506)Net loss available to commonunitholders$(3,484,306)$(2,825,367)$(1,771,606)$(1,555,323)Net loss per common unit$(.14)$(.12)$(.07)$(.07)Weighted average units outstanding24,133,87422,779,75624,202,78223,101,472   See accompanying notes.  4    Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited)  CumulativeFor the SixFor the SixFrom April 15,Months EndedMonths Ended2004 (inception) toJune 30, 2007June 30, 2006June 30, 2007Cash Flows From Operating Activities:Net loss$(2,303,068)$(1,970,800)$(10,866,391)Adjustments to reconcile net loss tonet cash used in operating activities:Depreciation and amortization3,7785,80514,823Amortization of debt issuance costs40,07296,231163,375Allowance for bad debts--9,973Minority interest in losses of subsidiary(283,029)-(421,433)Professional outside services paid inthe form of common units78,75050,0001,412,500Changes in operating assetsand liabilities:Other receivable250,000-(699)Interest receivable(43,414)(16,583)(102,041)Prepaid expenses and othercurrent assets(5,474)(31,164)(12,000)Accounts payable(17,952)(85,179)320,636Other accrued expenses(6,363)-76,877Properties held for investment(1,978,924)(7,626,927)(18,820,916)Other assets--(3,430)Net cash used in operating activities(4,265,624)(9,578,617)(28,228,726)Cash Flows From Investing Activities:Option, earnest money,entitlement deposits(1,377,361)(264,863)(2,113,605)Additions to notes receivable(146,383)(400,000)(906,383)Purchase of property, plantand equipment(1,778)(9,221)(40,688)Net cash used in investing activities(1,525,522)(674,084)(3,060,676)Cash Flows From Financing Activities:Proceeds from issuance of member units4,217,0194,488,36733,413,294Offering costs(54,350)-(1,361,470)Proceeds from subscriptions receivable867,4821,985,135-Proceeds from issuance of long-term debt---Debt issue costs(36,191)-(58,956)Net cash provided by financing activities4,993,9606,473,50231,992,868Net increase (decrease) in cash and cashequivalents(797,186)(3,779,199)703,466Cash at beginning of period1,500,6524,030,912-Cash at end of period$703,466$251,713$703,466   See accompanying notes.  5      Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited)   CumulativeFor the SixFor the SixFrom April 15,Months EndedMonths Ended2004 (inception) toJune 30, 2007June 30, 2006June 30, 2007Non-Cash Investing and Financing Activities:Notes payable for other propertyheld for investment$-$6,685,939$7,169,750Preferred dividend payable1,181,238854,5673,759,332Accrued referral fees142,590302,777142,590Referral fees paid in the form ofcommon units757,540267,002757,540Issuance of membership units forsubscriptions receivable3,155,473333,4003,155,473Supplemental DisclosuresCash paid for interest$311,479$172,109$868,305  See accompanying notes.  6    Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Notes to Consolidated Financial Statements June 30, 2007 (Unaudited)   1. METHOD OF REPORTING AND USE OF ESTIMATES  The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its most recent Form 10KSB.  Operating results for the six months ended June 30, 2007 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2007.  2. MATERIAL TRANSACTIONS  A. Other Properties Held for Investment  During the six months ended June 30, 2007, the Company acquired two separate properties, totaling $1,890,045.  Of this amount, $450,000 represents a promissory note payable, bearing interest at 8 percent per annum over a term of six months.  Principal together with interest is due in full at or before September 9, 2007.  In addition to these amounts, the Company incurred entitlement costs associated with acquired properties during the period totaling $538,879.  These amounts have been included in other properties held for investment, totaling $25,990,666, at June 30, 2007.  B. Earnest money and Other Deposits  During the six month period ended June 30, 2007, the Company had placed $1,230,000 in earnest and increased money deposits on five separate properties.  Of this amount, $155,000 was applied towards the acquisition by the Company of two separate properties and, accordingly, this amount has been recorded as other properties held for investment (see Note 2, item A).  The remaining deposit amounts have been recorded as earnest money and other deposits, totaling $1,570,000 at June 30, 2007.  C. Entitlement Costs  Entitlement costs were incurred on three separate properties the Company has an option to purchase during the six months ended June 30, 2007, totaling $275,861.  This amount been recorded as entitlement costs at June 30, 2007 totaling $543,605.  D. Private Placement Offerings  During the six months ended June 30, 2007, the Company had raised $450,000 pursuant to its Round D private placement, resulting in the issuance of 90,000 common and preferred units, respectively.  Of this amount, $150,000 represents subscriptions receivable, or those subscriptions for which funds have not been received at June 30, 2007.  In addition, the Company has raised $6,922,492 of the Castle Arch Kingman, LLC private placement, resulting in the issuance of approximately 1,384,500 and 276,900 common and preferred units, respectively, in the wholly owned subsidiary of the Company.  Of this amount, $3,005,473 represents subscriptions receivable.  7      Castle Arch Real Estate Investment Company, LLC (A Development Stage Company) Notes to Consolidated Financial Statements June 30, 2007 (Unaudited)  2. MATERIAL TRANSACTIONS (CONTINUED)  E. Consolidation of a Subsidiary  Effective June 2007, the Company consolidated Castle Arch Smyrna, LLC (CAS).  Accordingly, the Company will eliminate all intercompany transactions going forward.  CAS was founded in June, 2007 by members and managers of the Company to develop over 615 out of 640 acres of land in the Smyrna, Tennessee area into a residential community.  The land is subject to purchase contracts controlled by the Company.  However, neither CAS, nor the Company, has completed the purchase of any of the land.  As of June 30, 2007, the Company had incurred $835,000 in nonrefundable earnest money and increased deposits, and $313,973 in associated entitlement costs.  These amounts have been recorded in earnest money and other deposits and entitlement costs, totaling $1,570,000 and $543,605, respectively, at June 30, 2007.  To date, the Company effectively owns 100 percent of all outstanding common units of CAS, and members of the Companys management team effectively control CAS.  The Company intends on funding CASs working capital requirements and future operating expenses through multiple private placement offerings, the first of which consists of the placement of 5,000 membership units, comprised of one common and four preferred A units each at $400.00 per membership unit.  At the close of the offering, the investors of CAS will collectively own all 20,000 of CAS outstanding redeemable preferred A units and approximately 5 percent of CAS authorized common units, or 5,000 units.  The Company will own the other 85 percent of CASs common units.  The Company will attempt to raise several millions of dollars subsequent to this offering.  If the Company is successful in raising additional funds, we expect CAS to collectively own all of the outstanding preferred units, and 15 percent of the outstanding common units.  CASs minority interest in the Companys earnings during the six month period ended June 30, 2007 was immaterial and, therefore, no amount has been included in the minority interest recorded on the consolidated statement of operations for the six months ended June 30, 2007.  3. SUBSEQUENT EVENTS  Subsequent to the June 30, 2007, the Company has received $435,000 of its outstanding subscriptions receivable at June 30, 2007.  Subsequent to June 30, 2007, the Company placed $149,000 in increased deposits on a separate property, on which the Company has an option to purchase.    8    Item 2. Management's Discussion and Analysis or Plan of Operation.  This discussion and analysis should be read in conjunction with the accompanying Financial Statements. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates were based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.  Overview  The following discussion relates to our business of residential and commercial land development with target properties located primarily in the Western United States.  Our principal activities include securing acquisition rights to the property, obtaining zoning and other entitlements for the property, securing financing for the purchase of the property, improving the propertys infrastructure and amenities, and selling the property.  During the three month period ending June 30, 2007, we facilitated the creation of Castle Arch Smyrna, LLC (the Smyrna LC). The purpose of the Smyrna LC is to purchase and develop approximately over 615 out of 640 acres of land located twenty miles to the southeast of Nashville, Tennessee into a residential community.  Currently, the property lies outside of the city limits of the Town of Smyrna, in Rutherford County.  The existing zoning in the county provides for single-family residences with a 15,000 square foot, (0.34 acre) minimum lot size.  There are no utility services currently provided to the property. Annexation, rezoning, lot development and off-site improvements are estimated to take 12 to 18 months.  We intend for lot sales to begin in 2008, the second year of the project.  We consolidate Smyrna LC as a subsidiary. Accordingly, we intend to eliminate all inter-company transactions going forward.  The land is subject to purchase contracts controlled by us.  However, neither the Smyrna LC, nor we, has completed the purchase of any of the land.  Unless sufficient money is raised to purchase the property, we may not continue with the project. As of June 30, 2007, we had incurred $835,000 in nonrefundable earnest money and increased deposits, and $313,973 in associated entitlement costs.  These amounts have been recorded in earnest money and other deposits and entitlement costs, totaling $1,570,000 and $543,605, respectively, at June 30, 2007.  To date, we effectively own 100 percent of all outstanding common units of the Smyrna LC, and members of our management team effectively control the Smyrna LC.  The Smyrna LC is expected to raise money to fund its targeted 640 acre land acquisition, working capital requirements and future operating expenses through multiple private placement offerings by issuing and selling combinations of its common and preferred membership units.  At the close of all of the anticipated offerings by the Smyrna LC, the investors of the Smyrna LC will collectively own all of the Smyrna LC outstanding redeemable preferred units and approximately 5 to 25 percent of the Smyrna LCs authorized common units. We will own the balance of Smyrnas common member units and none of the preferred units. The Smyrna LCs minority interest in our earnings during the six month period ended June 30, 2006 was immaterial and, therefore, no amount has been included in the minority interest recorded on the consolidated statement of operations for the six months ended June 30, 2007.  9    The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate our continuation as a going concern. We have sustained significant operating losses since our inception, including the years 2006 and 2005. At June 30, 2007, we had total member capital of $18,274,578, and cash on hand of $703,466. In the coming three months, our liquidity and cash requirements will depend on several factors. If our resources are not sufficient to fund our needs through 2007 there are no assurances that we will be successful in raising sufficient capital.  During the three month period ending June 30, 2007, we placed deposits on properties in Rutherford County Tennessee (see Smryna LC discussion above) and in Tyler Texas.  We also purchased 40 acres in the Town of Thayne Wyoming in the Star Valley area.  Revenues  We had no revenues in the three month period ended June 30, 2007 and no revenues in the comparative period of 2006. Other than one time revenues of $48,041 in connection with the sale of a portion of the land we hold in Kingman Arizona to one of holders of our member units, we have yet to derive any material revenues and no revenues from our primary business operations of selling property that we have improved through obtaining legal entitlements or other developmental improvements.  Currently, we are continuing to work several properties through the entitlement process and expect to generate revenues from those activities in the next 12 months. Due to our limited revenues, our operations are currently funded by capital funding.  Selling, General and Administrative Expenses  Our operating selling, general and administrative expenses totaled $1,140,295 during the three month period ended June 30, 2007, compared to $952,241 during the comparable three month period ended June 30, 2006. The increase in operating expenses is primarily attributable to increased salaries of our executive officers and additional employees, office costs, professional services and the costs and ongoing entitlement costs.  During the period, we incurred $2,335,820 in entitlement costs in connection with our properties in Imperial California, Kingman Arizona, Star Valley Wyoming and Smyrna Tennessee.  We anticipate that our general and administrative expenses will maintain relatively similar in the coming three months. We anticipate only limited revenues in the coming twelve months.  10     Selected Financial Information Three months endedJune 30,20072006Revenue, net$- 0 -$- 0 -Operating loss(1,147,738)(973,209)Net Loss(1,771,606)(1,553,323)Balance Sheet Data:Cash and Cash Equivalents$703,466$251,713Total Current Assets1,464,6161,665,860Total Assets29,848,18226,294,943Total Current Liabilities11,573,6049,395,465Total stockholders equity$18,274,578$16,849,478  Liquidity and Capital Resources  At June 30, 2007, we had cash and cash equivalents of $703,466, compared to $251,713 at June 30, 2006. Our increased cash balance as of June 30, 2007 despite increased capital demands to meet selling, general and administrative expenses is largely attributable to our raising additional money from the issuance and sale of securities in the past 12 months.  Proceeds from private offerings, loans and/or anticipated revenues will be sufficient to for us to survive as a going concern for the next 12 months. However, additional funding will be necessary to finance growth and to achieve our strategic objectives. Management is actively pursuing additional sources of funding.  If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to competitive pressures or unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.  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.  11    Critical Accounting Policies  The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and our discussion and analysis of our financial condition and results of operations require us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes.  We base our estimates on historical experience, current trends, future projections, and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from these estimates.  Recent Accounting Pronouncements  In February, 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments.  SFAS No. 155 eliminates the temporary exemption of bifurcation requirements to securitized financial assets, contained in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.  As a result, similar financial instruments are accounted for similarly regardless of the form of the instruments.  In addition, in instances where a derivative would otherwise have to bifurcated, SFAS No. 155 allows a preparer on an instrument-by-instrument basis to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to remeasurement.  The adoption of SFAS No. 155 has not materially affected the Companys reported loss, financial condition or cash flows.  In March, 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  The pronouncement establishes standards whereby servicing assets and servicing liabilities are initially measured at fair value, where applicable.  In addition, SFAS No. 156 allows subsequent measurement of servicing assets and liabilities at fair value, and where applicable, derivative instruments used to mitigate risks inherent with servicing assets and liabilities are likewise measured at fair value.  The adoption of SFAS No. 156 has not materially affected the Companys reported loss, financial condition, or cash flows.  In March, 2006, the FASB issued Interpretation No. 48, (FIN 48) Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes.  FIN 48 prescribes criteria for the recognition and measurement of a tax position taken or expected to be taken in a tax return.  Accordingly, tax positions are analyzed to determine whether it is more likely than not they will be sustained when examined by the appropriate tax authority.  Positions that meet the more-likely-than-not criteria are measured to determine the amount of benefit to be recognized, whereas those positions that do not meet the more-likely-than-not criteria are derecognized in the financial statements.  The adoption of FIN 48 has not materially affected the Companys reported loss, financial condition, or cash flows.  In September, 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  The statement defines fair value, determines appropriate measurement methods, and expands disclosure requirements about those measurements.  The adoption of SFAS No. 157 has not materially affected the Companys reported loss, financial condition, or cash flows.  In September, 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans.  This statement requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year of change through comprehensive income.  In addition, SFAS No. 158 requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position.   The adoption of SFAS No. 158 has not materially affected the Companys reported loss, financial condition, or cash flows.  12     Prospective shareholders should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the companys results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the company will be achieved.  Item 3.  Controls and Procedures  We carried out an evaluation as of June 30, 2007, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Subsequent to June 30, 2007, there have been no significant changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  PART II - OTHER INFORMATION Item 1.  Legal Proceedings  The Company currently is not party to any material legal proceedings.  13    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  During the three month period ended June 30, 2007, we received $150,000 from the sale of 30,000 common member units and 30,000 preferred member units to a total of 3 persons. In addition, our subsidiary Castle Arch Kingman, L.L.C., received $3,693,692 from the sale of 738,738 common member units and 147,748 preferred member units to a total of 25 persons. In both the case of Castle Arch Real Estate Investment Company, L.L.C. and Castle Arch Kingman, L.L.C., we believe the transactions to be exempt under Section 4(2) of the Securities Act of 1933, as amended, because they do not involve a public offering. We believe that this sale of securities did not involve a public offering on the basis that each investor is an accredited investor as defined in Rule 501 of Regulation D and because we provided each of our investors with a private placement memorandum disclosing items set out in Rule 501 and 506 of Regulation D.  The shares sold were restricted securities as defined in Rule 144(a)(3). Further, each common stock certificate issued in connection with this private offering bears a legend providing, in substance, that the securities have been acquired for investment only and may not be sold, transferred or assigned in the absence of an effective registration statement or opinion of legal counsel that registration is not required under the Securities Act of 1933.  Item 6.  Exhibits and Reports on Form 8-K.  (a) Exhibits (filed with this report unless indicated below)  Exhibit 31.1 Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Exhibit 31.2 Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  Exhibit 32.1 Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Exhibit 32.2 Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (b) Reports on Form 8-K.  No reports on Form 8-K were filed by the Company during the three months ended June 30, 2007.   14     SIGNATURES  In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  CASTLE ARCH REAL ESTATE INVESTMENT COMPANY, L.L.C.  Dated:  August 13, 2007   By: /s/ Kirby D. Cochran Kirby D. Cochran, Chief Executive Officer (Principal Executive Officer)  By: /s/ Douglas W. Child Douglas W. Child, Chief Financial Officer (Principal Financial Officer)     15