UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURUTIES EXCHANGE ACT OF 1934

                    For the fiscal year ended August 31, 2011

                        Commission File Number 333-138217


                         SOPAC CELLULAR SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                           4438 Vesper Avenue, Suite 2
                             Sherman Oaks, CA 91403
          (Address of principal executive offices, including zip code)

                                 (949) 355-4559
                     (Telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

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

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

As of November 28, 2011, the registrant had 1,700,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of November 28, 2011.
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                        6
Item 2.  Properties                                                          8
Item 3.  Legal Proceedings                                                   8
Item 4.  [Removed and Reserved]                                              8

                                     Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                   9
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Plan of Operation                                              11
Item 8.  Financial Statements                                               15
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           24
Item 9A. Controls and Procedures                                            24

                                    Part III

Item 10. Directors and Executive Officers and Corporate Governance          26
Item 11. Executive Compensation                                             28
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                    29
Item 13. Certain Relationships and Related Transactions and
         Director Independence                                              29
Item 14. Principal Accounting Fees and Services                             30

                                     Part IV

Item 15. Exhibits                                                           30

Signatures                                                                  31

                                       2
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                                     PART I

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-K that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-K, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

All written forward-looking statements made in connection with this Form 10-K
that are attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

ITEM 1. BUSINESS

GENERAL INFORMATION

Sopac Cellular Solutions Inc. was incorporated on July 10, 2006, and was formed
to sell wireless technology and cell phone service to medium and large
corporations, involving a large array of cellular service plans, cell phones,
software and accessories.

We completed a form SB-2 Registration Statement under the Securities Act of 1933
with the U.S. Securities and Exchange Commission registering 700,000 shares at a
price of $0.05 per share. The offering was completed on April 10, 2007 for total
proceeds to the company of $35,000.

On September 25, 2007 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol "SOPC".

The company has not been successful in establishing national partnerships with
service providers such as Sprint/Nextel, AT&T and Verizon Wireless and T-Mobile.
Due to the economic conditions and changing technology over the past year, the
Company has been unable to attain any level of success despite the continued
efforts of our director. We are now considering available options to maximize
shareholder value.

Our management has been analyzing various alternatives available to our company
to ensure our survival and to preserve our shareholder's investment in our
common shares. This analysis has included sourcing additional forms of financing
to continue our business as is and also looking for other opportunities
including business combinations. At this stage in our operations, we believe
either course is acceptable, as our operations have not been profitable and our
future prospects for our business are not good without further financing.

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<PAGE>
In implementing a structure for a particular business combination or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. At this stage, we can
provide no assurance that we will be able to raise funding to continue our
business as is or locate compatible business opportunities, what additional
financing we will require to complete a combination with another business
opportunity or whether the opportunity's operations will be profitable.

Historically, we have been able to raise a limited amount of capital through
sales of our equity stock, but we are uncertain about our continued ability to
raise funds by sales of our stock. Further, we believe that our company may have
more difficulties raising capital for our existing operations than for a new
business opportunity. We have not entered into any formal written agreements for
a business combination or opportunity. If any such agreement is reached, we
intend to disclose such an agreement by filing a current report on Form 8-K with
the Securities and Exchange Commission.

If we are unable to secure adequate capital to continue our business or
alternatively, complete a combination or acquisition, our shareholders will lose
some or all of their investment and our business will likely fail.

As of August 31, 2011 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

COMPETITION

The wireless services industry is evolving rapidly and, despite the
consolidation among carriers, it remains highly fragmented and competitive. Most
companies in the industry compete on the basis of selection of wireless
carriers, cell phone devices, service plans, price, customer service and
experience. As of this date we don't have the necessary partnerships with the
service providers that would permit us to work with them, and marketing to large
and intermediate sized company prospects. We are, thus, precluded from marketing
to a significant portion of the market universe.

PATENTS AND TRADEMARKS

We do not have, nor do we intend to apply for in the near future, any patents or
trademarks.

NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS

We do not require any government approval for the manufacturing or distribution
of any of our products.

                                       4
<PAGE>
GOVERNMENT AND INDUSTRY REGULATION

We will be subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We will also be subject
to common business and tax rules and regulations pertaining to the operation of
our business in the United States. The only trade rules that would apply to our
business would be taxes. Government regulation of the products we market is a
matter handled by the providers of the products we will offer. We expect to
continue dealing with established providers and proven products.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our proposed business we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.

ENVIRONMENTAL LAWS

Our operations are not subject to any environmental laws.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have one employee, who is our executive officer, namely, Ezra E.
Ezra. He is responsible for all operations of our business, and currently
devotes approximately 2 hours per week to administrative tasks, but will be
available to address his other duties, as and when needed. There are no formal
employment agreements between the company and our current employees.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a smaller reporting company under the Securities Exchange
Act. We are subject to disclosure filing requirements, including filing Form 10K
annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

                                       5
<PAGE>
ITEM 1A. RISK FACTORS

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN
OPERATING HISTORY.

Our company was incorporated in June 2006; we have not yet realized any
revenues; and do not know when we will generate revenue. We have virtually no
operating history upon which to base our future prospects. Our management has
little in the way of industry contacts in the cellular business. Our ability to
achieve and maintain profitability and positive cash flow is highly dependent
upon a number of factors, including raising more capital, our ability to attract
customers, forge partnership relationships with "service providers" (such as
Sprint/Nextel, Verizon Wireless, T-Mobile and AT&T, to name a few) as well as
product and solutions suppliers. Our limited operating history also makes it
difficult to accurately forecast future revenue and appropriately plan our
expenses. Given the rigorous requirements of the infrastructure required to
operate in the cellular arena, we may never achieve sales or profitability.

Based upon current plans, we expect to incur operating losses in future periods
as we incur expenses associated with the continuation of our business as well as
its subsequent development, which cannot be guaranteed. Further, we cannot
guarantee that we will be successful in raising capital, realizing revenues or
in achieving or sustaining positive cash flow at any time in the future. Any
such failure could result in the possible closure of our business or force us to
seek additional capital through loans or additional sales of our equity
securities to continue business operations.

EZRA E. EZRA, THE PRESIDENT AND DIRECTOR OF THE COMPANY, IS OUR ONLY EMPLOYEE.
HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE. HE CURRENTLY DEVOTES
APPROXIMATELY 2 HOURS PER WEEK TO COMPANY MATTERS. THE COMPANY'S NEEDS COULD
EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE THAT HE MAY HAVE. THIS COULD
RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR
REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.

Our business plan does not provide for the hiring of any additional employees
until sales will support the expense. That cannot occur before we have been
successful in establishing partnerships with the service providers, the sort of
partnerships that will allow us to compete in the medium size and corporate
arenas. We cannot anticipate when or if we will be successful in obtaining those
partnerships. Until that time the responsibility of developing the company's
business and fulfilling the reporting requirements of a public company all fall
upon our only employee, Ezra E. Ezra. He will be responsible for all marketing
and sales to businesses as well as dealing with the service and
software/solutions providers. He will also be responsible for the purchasing,
warehousing, selling, packaging and shipping of the wireless products/services,
i.e., the fulfillment process. In addition all customer service and support will
be handled by him. At the present Mr. Ezra's primary focus is raising capital
and working to establish the aforementioned service partnerships.

WE WILL INCUR ONGOING COST AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE.

To be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC. Securities quoted on the OTCBB that become delinquent in

                                       6
<PAGE>
their required filings will be removed following a grace period if they do not
make their required filing during that time. In order for us to remain in
compliance we will require future revenues to cover the cost of these filings,
which could comprise a substantial portion of our available cash resources.

IN THE FUTURE IF WE ARE UNABLE TO OBTAIN, ESTABLISH AND MAINTAIN RELATIONSHIPS
WITH THE WIRELESS PRODUCTS AND SOFTWARE SOLUTIONS PROVIDERS WE MAY NEVER SECURE
ANY CUSTOMERS NOR GENERATE ANY PROFITS.

Our success depends on our ability to establish the aforementioned partnerships
with one or more of the major service providers. Thus far we have been
unsuccessful in our efforts to gain these partnerships.

IF WE ARE UNABLE TO OBTAIN WIRELESS PRODUCTS AND SOFTWARE SOLUTIONS THAT WILL
MEET OUR CUSTOMERS' DEMANDS ON A TIMELY BASIS WE MAY LOSE CUSTOMERS AND HAVE NO
PROFITS.

We intend to purchase, for resale, wireless products and software solutions from
a number of manufacturers and suppliers. Because these markets are typically
driven by rapid technological advancements, frequent new product introductions
and short product lifecycles, our ability to meet our customers' demands
depends, in large part, on our suppliers providing us with adequate amounts of
products on favorable pricing and terms. Any failure or delay by our suppliers
in supplying us with desired products and software solutions, or in providing
these products to us on favorable terms, could significantly impair our ability
to obtain and deliver products to our customers on a timely and competitive
basis.

Additionally, the manufacturers that will supply our wireless products face
intense competition from other manufacturers, including some that may have
greater financial and other resources. Accordingly, other manufacturers and the
software developers themselves may produce wireless products that are less
expensive and superior to or more attractive than those that our suppliers
produce and they may also be able to spend significantly more to advertise and
market their product offerings. If our suppliers fail to respond on a timely
basis to the rapid technological changes that have been characteristic of the
wireless communications industry, fail to provide new product offerings that are
desired by consumers or are otherwise unable to compete effectively against
other manufacturers, the products that we will offer may be less desirable and
our business operations could suffer.

OUR BUSINESS AND GROWTH COULD BE HINDERED IF WE FAIL TO RETAIN OUR KEY EMPLOYEE
AND ATTRACT ADDITIONAL QUALIFIED PERSONNEL.

Our success depends on the continued service of our President, Ezra E. Ezra, our
sole employee. It may be difficult to find a sufficiently qualified individual
to replace Mr. Ezra in the event of his death, disability or resignation
resulting in our being unable to implement our business plan and the company
having no operations or revenues. We do not plan to have key-man insurance on
the lives of any of our officers. In addition, in order to support any future
growth, we will have to effectively recruit, train and retain qualified
personnel. At this point we cannot forecast when sales will commence, nor can we
forecast when sales will have reached a level that will sustain our business
operations and allow us to begin hiring employees as necessary.

                                       7
<PAGE>
COMPETITION IN THE WIRELESS SERVICE AND SOFTWARE SOLUTIONS MARKET IS INTENSELY
COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN THIS INDUSTRY
RESULTING IN A LACK OF SALES AND REVENUE.

The wireless products and solutions market is intensely competitive. We will
compete against a large number of well-established companies substantially
greater financial, marketing and distribution capabilities than ours, as well as
against a large number of smaller specialty distributors. Our largest
competitors will include, amongst others, the "Indirect National Sales"
departments of IBM, Siebel, Sprint/Nextel, T-Mobile, AT&T and Verizon, to name a
few, all of which are publicly-traded companies.

We intend to compete principally on the basis of product/solutions expertise and
customer relationship building. The business of marketing wireless products and
solutions to medium and larger sized companies has shifted and barriers to entry
have stiffened.

We must continually anticipate and respond to competitive factors affecting our
industry, including new products and solutions, changes in consumer preferences,
demographic trends, international, regional and local economic, social and
financial conditions and our competitors' discount pricing and promotional
programs. As the wireless products and software markets mature and as we seek to
enter into additional markets and offer new products, we expect that the
competition that we face will intensify. We cannot assure you that we will be
successful in this competitive environment.

ITEM 2. PROPERTIES

We do not currently own any property. Our administrative offices are currently
located at the residence of Ezra E. Ezra, which he donates to us on a rent free
basis at 4438 Vesper Ave., Suite 2, Sherman Oaks, CA 91403.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

ITEM 4. [REMOVED AND RESERVED]

                                       8
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol "SOPC". To date there has not been an active trading market.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

Our shares are considered penny stock under the Securities and Exchange Act. The
shares will remain penny stocks for the foreseeable future. The classification
of penny stock makes it more difficult for a broker-dealer to sell the stock
into a secondary market, which makes it more difficult for a purchaser to
liquidate his/her investment. Any broker-dealer engaged by the purchaser for the
purpose of selling his or her shares in us will be subject to Rules 15g-1
through 15g-10 of the Securities and Exchange Act. Rather than creating a need
to comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

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<PAGE>
     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

SHARES AVAILABLE UNDER RULE 144

There are currently 1,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,000,000 shares are held by an affiliate, as that term is defined in Rule
144(a)(1). Under Rule 144, such shares cannot be publicly sold until such a time
as the company ceases to be considered a shell company. The securities can be
resold only through a resale registration statement, unless certain conditions
are met. These conditions are:

     1.   the issuer of the securities has ceased to be a shell company;

     2.   the issuer is subject to the reporting requirements of section 13 or
          15(d) of the Exchange Act;

     3.   the issuer has filed all reports and other materials required to be
          filed by section 13 or 15(d) of the Exchange Act, as applicable,
          during the preceding 12 months, other than Form 8-K reports; and

     4.   one year has elapsed since the issuer has filed current "Form 10
          information" with the Commission reflecting its status as an entity
          that is no longer a shell company.

If these conditions are satisfied, then the securities can be sold subject to
all other applicable Rule 144 conditions, which include:

     1.   There must be adequate current information about the issuer of the
          securities before the sale can be made. This generally means that the
          issuer has complied with the periodic reporting requirements of the
          Exchange Act.

     2.   A volume restriction of the greater of 1% or the average reported
          weekly trading volume during the four weeks preceding the filing a
          notice of sale on Form 144.

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<PAGE>
     3.   The sales must be handled in all respects as routine trading
          transactions, and brokers may not receive more than a normal
          commission. Neither the seller nor the broker can solicit orders to
          buy the securities.

     4.   The seller must file a notice with the SEC on Form 144 if the sale
          involves more than 5,000 shares or the aggregate dollar amount is
          greater than $50,000 in any three-month period. The sale must take
          place within three months of filing the Form and, if the securities
          have not been sold, an amended notice must be filed.

Any sale of shares held by our officer and director may have a depressive effect
on the price of our common stock in any market that may develop, of which there
can be no assurance. Our sole officer and director does not have any current
plans to sell his shares once all condition of Rule 144 are met.

HOLDERS

As of August 31, 2011, we have 1,700,000 Shares of $0.001 par value common stock
issued and outstanding held by 27 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended August 31, 2011.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

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

We incurred operating expenses of $11,809 and $13,956 for the years ended August
31, 2011 and 2010, 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 years ended August 31, 2011 and 2010 was $11,809 and
$13,956, respectively, with no revenues for either period. Our net loss from
inception through August 31, 2011 was $64,301.

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Cash provided by financing activities from inception through the period ended
August 31, 2011 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 cash balance at August 31, 2011 was $1,637, with $25,938 in outstanding
liabilities, consisting of $22,978 in a loan payable to our director, $1,800 in
an account payable to our director and $1,160 in accounts payable. We estimate
it will cost $30,000 to begin to 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. We are a development stage company and have generated no revenue since
inception to August 31, 2011.

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.

PLAN OF OPERATION

The company has not been successful in establishing partnerships with suppliers
such as Sprint/Nextel, AT&T and Verizon Wireless. Due to the economic conditions
over the past year, the Company has been unable to attain any level of success
despite the continued efforts of our director. We are now considering available
options to maximize shareholder value.

Our management has been analyzing various alternatives available to our company
to ensure our survival and to preserve our shareholder's investment in our
common shares. This analysis has included sourcing additional forms of financing
to continue our business as is and also looking for other opportunities
including business combinations. At this stage in our operations, we believe
either course is acceptable, as our operations have not been profitable and our
future prospects for our business are not good without further financing.

In implementing a structure for a particular business combination or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. At this stage, we can
provide no assurance that we will be able to raise funding to continue our
business as is or locate compatible business opportunities, what additional
financing we will require to complete a combination with another business
opportunity or whether the opportunity's operations will be profitable.

                                       12
<PAGE>
Historically, we have been able to raise a limited amount of capital through
private placements of our equity stock, but we are uncertain about our continued
ability to raise funds privately. Further, we believe that our company may have
more difficulties raising capital for our existing operations than for a new
business opportunity. We have not entered into any formal written agreements for
a business combination or opportunity. If any such agreement is reached, we
intend to disclose such an agreement by filing a current report on Form 8-K with
the Securities and Exchange Commission.

If we are unable to secure adequate capital to continue our business or
alternatively, complete a combination or acquisition, our shareholders will lose
some or all of their investment and our business will likely fail.

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 fiscal year end date of August 31.

B. BASIC EARNINGS PER SHARE

ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

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 Management's opinion all
adjustments necessary for a fair statement of the results for the interim
periods have been made, and all adjustments are of a normal recurring nature.
Actual results could differ from those estimates.

                                       13
<PAGE>
E. INCOME TAXES

Income taxes are provided in accordance with ASC No. 740, 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.

F. REVENUE

The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.

G. ADVERTISING

The Company will expense its advertising when incurred. There has been no
advertising since inception.

H. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.

                                       14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS


SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Sopac Cellular Solutions, Inc.
(A Development Stage Company)

We have audited the  accompanying  balance sheets of Sopac  Cellular  Solutions,
Inc. (A  Development  Stage  Company)  as of August 31,  2011 and 2010,  and the
related statements of operations,  stockholders' equity (deficit) and cash flows
for the years ended August 31, 2011and 2010 and since inception on July 10, 2006
through  August  31,  2011.  Sopac  Cellular  Solutions,  Inc.'s  management  is
responsible for these financial statements.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Sopac Cellular Solutions,  Inc.
(A  Development  Stage  Company) as of August 31, 2011 and 2010, and the related
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  August 31, 2011 and 2010 and since  inception  on July 10,  2006  through
August 31, 2011, in conformity with accounting  principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements,  the Company has no revenues, has negative working capital
at August 31, 2011, has incurred  recurring  losses and recurring  negative cash
flow from  operating  activities,  and has an  accumulated  deficit which raises
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Seale and Beers, CPAs
----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
November 21, 2011


                 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
                   Phone: (888) 727-8251 Fax: (888) 782-2351

                                       15
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          As of              As of
                                                                        August 31,         August 31,
                                                                          2011               2010
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $  1,637           $  1,888
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                       1,637              1,888
                                                                        --------           --------

      TOTAL ASSETS                                                      $  1,637           $  1,888
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts Payable                                                      $  1,160           $  1,750
  Accounts Payable - Related Party                                         1,800                 --
  Loan Payable - Related Party                                            22,978             12,630
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                 25,938             14,380
                                                                        --------           --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 1,700,000 shares issued and outstanding
   as of August 31, 2011 and August 31, 2010                               1,700              1,700
  Additional paid-in capital                                              38,300             38,300
  Deficit accumulated during development stage                           (64,301)           (52,492)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                     (24,301)           (12,492)
                                                                        --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $  1,637           $  1,888
                                                                        ========           ========
</TABLE>


  The Accompanying footnotes are an integral part of these financial statements

                                       16
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              July 10, 2006
                                                                                                (inception)
                                                      Year Ended           Year Ended             through
                                                       August 31,           August 31,           August 31,
                                                         2011                 2010                 2011
                                                      ----------           ----------           ----------
<S>                                                   <C>                  <C>                  <C>
REVENUES
  REVENUES                                            $       --           $       --           $       --
                                                      ----------           ----------           ----------

TOTAL REVENUES                                                --                   --                   --

PROFESSIONAL FEES                                          8,000                8,500               37,250
GENERAL & ADMINISTRATIVE EXPENSES                          2,609                4,256               21,451
GENERAL & ADMINISTRATIVE EXPENSES - RELATED PARTY          1,200                1,200                5,600
                                                      ----------           ----------           ----------
TOTAL OPERATING EXPENSES                                  11,809               13,956               64,301

PROVISION FOR INCOME TAXES                                    --                   --                   --
                                                      ----------           ----------           ----------

NET INCOME (LOSS)                                     $  (11,809)          $  (13,956)          $  (64,301)
                                                      ==========           ==========           ==========

BASIC EARNING (LOSS) PER SHARE                        $    (0.01)          $    (0.01)
                                                      ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                             1,700,000            1,700,000
                                                      ==========           ==========
</TABLE>


  The Accompanying footnotes are an integral part of these financial statements

                                       17
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
             Statements of Changes in Stockholders' Equity (Deficit)
             From July 10, 2006 (Inception) through August 31, 2011
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Deficit
                                                                                  Accumulated
                                                       Common      Additional       During
                                         Common        Stock        Paid-in       Development
                                          Stock        Amount       Capital          Stage        Total
                                          -----        ------       -------          -----        -----
<S>                                   <C>           <C>            <C>           <C>             <C>
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
                                       ==========     =======       ========        ========     ========
Stock issued for cash on April 10,
 2007 @ $0.05 per share                   700,000         700         34,300                       35,000

Net loss,  August 31, 2007                                                           (10,885)     (10,885)
                                       ----------     -------       --------        --------     --------
BALANCE, AUGUST 31, 2007                1,700,000       1,700         38,300         (11,450)      28,550
                                       ==========     =======       ========        ========     ========

Net loss, August 31, 2008                                                            (11,689)     (11,689)
                                       ----------     -------       --------        --------     --------
BALANCE, AUGUST 31, 2008                1,700,000       1,700         38,300         (23,139)      16,861
                                       ==========     =======       ========        ========     ========

Net loss, August 31, 2009                                                            (15,396)     (15,396)
                                       ----------     -------       --------        --------     --------

BALANCE, AUGUST 31, 2009                1,700,000       1,700         38,300         (38,535)       1,465
                                       ==========     =======       ========        ========     ========

Net loss, August 31, 2010                                                            (13,956)     (13,956)
                                       ----------     -------       --------        --------     --------

BALANCE, AUGUST 31, 2010                1,700,000       1,700         38,300         (52,492)     (12,492)
                                       ==========     =======       ========        ========     ========

Net loss, August 31, 2011                                                            (11,809)     (11,809)
                                       ----------     -------       --------        --------     --------

BALANCE, AUGUST 31, 2011                1,700,000     $ 1,700       $ 38,300        $(64,301)    $(24,301)
                                       ==========     =======       ========        ========     ========
</TABLE>


  The Accompanying footnotes are an integral part of these financial statements

                                       18
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      July 10, 2006
                                                                                                       (inception)
                                                                 Year Ended         Year Ended           through
                                                                  August 31,         August 31,         August 31,
                                                                    2011               2010               2011
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
OPERATING ACTIVITIES
  Net income (loss)                                               $(11,809)          $(13,956)          $(64,301)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Accounts Payable                                                  (590)             1,424              1,160
    Expenses paid on the Company's behalf by a Related Party            --              3,500                 --
    Accrued Rent - Related Party                                     1,200                600              1,800
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (11,199)            (8,432)           (61,341)

INVESTING ACTIVITIES

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

FINANCING ACTIVITIES
  Issuance of common stock                                              --                 --              1,700
  Additional paid-in capital                                            --                 --             38,300
  Loan Payable - From Related Party                                 10,846              8,530             22,876
  Loan Payable - Paid to Related Party                                 102                 --                102
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       10,948              8,530             62,978
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                       (251)                98              1,637

CASH AT BEGINNING OF PERIOD                                          1,888              1,791                 --
                                                                  --------           --------           --------

CASH AT END OF YEAR                                               $  1,637           $  1,888           $  1,637
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


  The Accompanying footnotes are an integral part of these financial statements

                                       19
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2011
--------------------------------------------------------------------------------

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, development of its business plan and
very limited 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 fiscal year end date of August 31.

B. BASIC EARNINGS PER SHARE

ASC No. 260, "Earnings Per Share",  specifies the computation,  presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

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 Management's  opinion all
adjustments  necessary  for a fair  statement  of the  results  for the  interim
periods have been made, and all  adjustments are of a normal  recurring  nature.
Actual results could differ from those estimates.

                                       20
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2011
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

Income taxes are provided in accordance with ASC No. 740,  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.

F. REVENUE

The Company  records  revenue on the accrual  basis when all goods and  services
have been performed and  delivered,  the amounts are readily  determinable,  and
collection  is  reasonably  assured.  The Company has not  generated any revenue
since its inception.

G. ADVERTISING

The  Company  will  expense its  advertising  when  incurred.  There has been no
advertising since inception.

H. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all the recent accounting  pronouncements  through the
date the  financial  statements  were issued and filed with the  Securities  and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The  Company  had  limited  operations  during  the  period  from July 10,  2006
(inception)  to  August  31,  2011 and  generated  a net loss of  $64,301.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. Even though the Company is currently in the development stage and
has minimal  expenses,  management does not believes that the company's  current
cash of $1,637 is not  sufficient  to cover the expenses  they will incur during
the next twelve months.

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.

                                       21
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2011
--------------------------------------------------------------------------------

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.

As of August 31, 2011, there is a loan payable due to Ezra E. Ezra, sole officer
and director of the Company, for $24,778,  which is non-interest bearing with no
specific repayment terms.

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

                                          August 31, 2011      August 31, 2010
                                          ---------------      ---------------

Loss                                         $ 11,809             $(13,956)
Deferred Tax Asset (30%)                     $  3,543             $  4,187
                                             --------             --------
Impairment of Deferred Tax Asset             $ (3,543)            $ (4,187)
                                             --------             --------

Net Deferred Tax Asset                       $      0             $      0
                                             ========             ========

The Company provides for income taxes under ASC No. 740,  "Accounting for Income
Taxes."  ASC No. 740  requires  the use of an asset and  liability  approach  in
accounting for income taxes.

ASC No. 740  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.

                                       22
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2011
--------------------------------------------------------------------------------

NOTE 7. NET OPERATING LOSSES

As of August 31, 2011,  the Company has a net operating  loss  carryforwards  of
approximately $64,301. 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 ASC
No. 505.  Thus  issuances  shall be accounted for based on the fair value of the
consideration  received.  Transactions  with  employees'  stock  issuance are in
accordance with ASC No. 718. 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 August 31, 2011 the Company had  1,700,000  shares of common  stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

There were no new shares  issued  during  fiscal  year 2011.  The  stockholders'
equity section of the Company  contains the following  class of capital stock as
of August 31, 2011:

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

NOTE 10. SUBSEQUENT EVENTS

The Company  evaluated all events or transactions that occurred after August 31,
2011 up through date the Company issued these financial statements.  During this
period, the Company did not have any material recognizable subsequent events.

                                       23
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of August 31, 2011.

Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in that infomration was recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

     1.   Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     2.   Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with accounting principles generally accepted in the United States of
          America and that receipts and expenditures of the company are being
          made only in accordance with authorizations of management and
          directors of the company; and

                                       24
<PAGE>
     3.   Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the company's
          assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of August 31, 2011 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were:

     1.   lack of a functioning audit committee due to a lack of a majority of
          independent members and a lack of a majority of outside directors on
          our board of directors, resulting in ineffective oversight in the
          establishment and monitoring of required internal controls and
          procedures;

     2.   inadequate segregation of duties consistent with control objectives;
          and

     3.   ineffective controls over period end financial disclosure and
          reporting processes. The aforementioned material weaknesses were
          identified by our Chief Executive Officer in connection with the
          review of our financial statements as of August 31, 2009.

Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective

                                       25
<PAGE>
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.

This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.

MANAGEMENT'S REMEDIATION INITIATIVES

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change 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 controls over
financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors are elected by the stockholders to a term of one year and serves
until his or her successor is elected and qualified. Our officers are appointed
by the Board of Directors to a term of one year and serves until his or her
successor is duly elected and qualified, or until he or she is removed from
office. The Board of Directors has no nominating, auditing or compensation
committees.

The name, address, age and position of our officer and director is set forth
below:

         Name and Address               Age         Position(s)
         ----------------               ---         -----------

     Ezra E. Ezra                       64        President, CEO
     4438 Vesper Avenue, Suite 2                  Secretary, Treasurer
     Sherman Oaks, California 91423               CFO & Director

The person named above has held his offices/positions since inception of our
Company and is expected to hold said offices/positions until the next annual
meeting of our stockholders. The officer and director is our only officer,
director, promoter and control person.

                                       26
<PAGE>
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR

Eric Ezra has been the CEO, CFO, Director, President, Secretary and Treasurer of
the company since inception. From September 2003 - October 2006 he was employed
as a sales consultant to Starving Students Inc., a household moving company.
From May 2000 - September 2003 he was a Marketing Consultant to private
companies, introducing marketing and sales experts to companies who needed help
developing a marketing and sales program to improve sales. From March to May
2000, he was an Associate with the Los Angeles, CA based Financial Public
Relations firm, Magnum Financial Group. From March 1998 to March 1999, he was a
Consultant to Interlink Rehab of California, a company that provides rehab
services to hospitals and nursing homes. From 1990 until 1998, he was the
Chairman and CEO of Brentwood Equity Corp., a holding company, that owned and
operated a large health care provider of rehab services, physical and
occupational therapy and speech language pathology, to acute care hospitals and
skilled nursing facilities, from the central coast of California to the Mexican
border. The company at one time employed as many as 350 full, part-time and per
diem employees. Prior to 1990, he was the Managing Director of Drake Capital, a
Santa Monica, CA based Investment Banking firm. For most of his life prior to
that he was a licensed broker with such firms as Ladenburg Thalmann, Morgan
Olmstead Kennedy and Gardner, Cantor Fitzgerald, Drexel Burnham Lambert and
Hardy & Co.

Mr. Ezra attended Tulane University, studying Economics, and attended
Elphinstone College in Bombay, India. He will devote his time as required to the
business of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officer, director and greater than ten percent
beneficial owners are complied with in a timely fashion.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and a sole officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

CORPORATE GOVERNANCE

We currently act with Eric E. Ezra as our sole director.

                                       27
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

Currently, our sole officer and director is not being compensated for his
services during the development stage of our business operations.

The officer and director is reimbursed for any out-of-pocket expenses he incurs
on our behalf. In addition, in the future, we may approve payment of salaries,
but currently, no such plans have been approved. We also do not currently have
any benefits, such as health insurance, life insurance or any other benefits
available to our employees. In addition, our officer, director or employee is
not party to any employment agreements.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Ezra E. Ezra    2011     0         0           0            0          0            0             0         0
CEO, CFO,       2010     0         0           0            0          0            0             0         0
President,      2009     0         0           0            0          0            0             0         0
Director        2008     0         0           0            0          0            0             0         0

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------

Ezra E.        0              0              0           0           0           0            0           0            0
Ezra
</TABLE>

                                       28
<PAGE>
                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Ezra E. Ezra         0         0           0            0                0               0            0
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by our director, officer and key employee,
individually and as a group, and the present owner of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.

         Name and Address                   No. of             Percentage
         Beneficial Owner                   Shares            of Ownership
         ----------------                   ------            ------------

     Ezra E. Ezra                          1,000,000               59%
     4438 Vesper Avenue, Suite 2
     Sherman Oaks, CA 91423

     All Officers and
      Directors as a Group (1)             1,000,000               59%

FUTURE SALES BY EXISTING STOCKHOLDER

All of the shares held by our sole officer and director are restricted
securities, as that term is defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Act. Under Rule 144, such shares can be publicly
sold, subject to volume restrictions and certain restrictions on the manner of
sale, commencing one year after their acquisition. Any sale of shares held by
the existing stockholder (after applicable restrictions expire) may have a
depressive effect on the price of our common stock in any market that may
develop, of which there can be no assurance. Our principal shareholder does not
have any current plans to sell his shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

We do not currently own any property. Our administrative offices are currently
located at the residence of Ezra E. Ezra, which he donates to us on a rent free
basis at 4438 Vesper Ave., Suite 2, Sherman Oaks, CA 91403. The space we occupy
as a general administrative office is approximately 400 sq. ft. and we share the
office equipment. We consider our current principal office space arrangement
adequate and will reassess our needs based upon the future growth of the
company. There is no written lease agreement or other material terms or
arrangements relating to said arrangement.

                                       29
<PAGE>
On June 1, 2006, the Company issued 1,000,000 shares of its $0.001 par value
common stock to Mr. Ezra E. Ezra, an officer and director of the Company in
exchange for cash in the amount of $5,000, or $0.005 per share.

As of August 31, 2011, there is a loan payable due to Ezra E. Ezra, sole officer
and director of the Company, for $22,978, which is non-interest bearing with no
specific repayment terms. We do not currently have any conflicts of interest by
or among our current officers, directors, key employees or advisors. We have not
yet formulated a policy for handling conflicts of interest; however, we intend
to do so prior to hiring any additional employees.

We do not currently have an independent director serving on the Board of
Directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended August 31, 2011, the total fees charged to the company for
audit services, including quarterly reviews, were $8,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

For the year ended August 31, 2010, the total fees charged to the company for
audit services, including quarterly reviews, were $8,500, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number               Description
     ------               -----------

       3(i)       Articles of Incorporation*
       3(ii)      Bylaws*
      31.1        Sec. 302 Certification of CEO
      31.2        Sec. 302 Certification of CFO
      32.1        Sec. 906 Certification of CEO
      32.2        Sec. 906 Certification of CFO

----------
*    Included in our original SB-2 filed with the Securities & Exchange
     Commission on October 26, 2006 under File Number 333-138217.

                                       30
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


November 28, 2011                   By: /s/ Ezra E. Ezra
                                       -----------------------------------------
                                       Ezra E. Ezra, Sole Director, President,
                                       Principal Executive Officer,
                                       Principal Financial Officer,
                                       Principal Accounting Officer


                                       31