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, 2008

                        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 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 August 31, 2008, 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 August 31, 2008.
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                          SOPAC CELLULAR SOLUTIONS INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                        9
Item 2.  Properties                                                         11
Item 3.  Legal Proceedings                                                  11
Item 4.  Submission of Matters to a Vote of Securities Holders              12

                                 Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                  12
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Plan of Operation                                                  15
Item 8.  Financial Statements                                               21
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                               32
Item 9A. Controls and Procedures                                            32

                                Part III

Item 10. Directors and Executive Officers                                   34
Item 11. Executive Compensation                                             25
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                    37
Item 13. Certain Relationships and Related Transactions                     37
Item 14. Principal Accounting Fees and Services                             38

                                 Part IV

Item 15. Exhibits                                                           38

Signatures                                                                  38

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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

INDUSTRY BACKGROUND

The wireless data market is a market in its very early stages of growth and is
the target market in which we have chosen to operate, the realm of wireless
communications involving large amounts of data, the internet and software and
solutions (the applications designed to solve very specific business problems
while increasing productivity).

While the cellular industry continues to experience substantial growth, we
cannot provide any assurance that we will benefit from the projected industry
growth.

THE BUSINESS

Businesses are only interested in proven reliable solutions, and thus not taken
to experimenting with technologies that are currently not widely in use. Sopac
Cellular Solutions Inc. will identify those technologies that are solid in
foundation, yet because of their relative age and perception, not widely used.
To be successful the company must find far reaching benefits to previously
unsolvable business problems through the use of these technologies. Wireless
appliances represent an enormous opportunity because of the sheer scale of use.
Companies like Sprint/Nextel, T Mobile and Verizon have spent millions in brick
and mortar infrastructure to display and sell their products. Each of them
employs talented and knowledgeable representatives capable of demonstrating
every last feature of the various products hot off the assembly line. Yet the
roll-out of these technologies is reserved for the gadget enthusiast and not
widely deployed. The reason for this is simple. While brand new gizmos (cell
phones) are flashy and exciting, by themselves they often lack the applications
designed to solve very specific business problems. The end result is a product
that is nice to have but in most cases something people can live without.

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Most people can dream of a potential use for a new technology, but have no
practical idea of how to make it happen. Therefore because of the daunting task
ahead, often times revert back to an old way of doing things and put off a
buying decision until later. The greatest integrator of technology is Apple
Computers. They have taken some of the most difficult of tasks and fined tuned
their systems to simplify them so that the average person can tackle them with
some element of success. The success of Apple Computer lies completely on the
company's ability to package a niche solution and solve a problem. We believe we
can be successful if we are able to find wireless products which solve specific
business issues in a scalable environment. Business solutions generally require
a value proposition. We plan to package a blended combination of cutting edge
products, enterprise vision, and compelling economics, to execute transactions
with corporate partners.

MARKETING AND DISTRIBUTION

Gaining access to corporate decision makers is the key to landing large scalable
contracts. Herein lies another strategic component to the Sopac Cellular
Solutions Inc.'s business proposition. There are many ways to get your product
into the viewing path of a corporate decision maker. A traditional method is
marketing which is being done by the manufacturer all the time for retail based
products. Sopac Cellular Solutions Inc. has borrowed a page from the traditional
specification market and will use this as a method for securing large
transactions. Generally speaking a traditional product specification is used by
a general contractor to order goods and services. It is very popular in the
building industry where products like paint, coatings, flooring, and other
products are specified as standards for competing bids between vendors. This is
basically an indication by the general contractor that the quality and standards
of the products specified meet or exceed the quality needed for the project.
Once a company gets its product specified with a large contractor, that product
gets put in every specification for similar jobs. That means huge residual sales
down the line. Typically product representatives spend a large percentage of
their time working through this process before ever seeing a dime of return.

Sopac Cellular Solutions Inc. will proceed along the same sales cycle as those
done in the specification market. The first step will be recruiting, as
partners, a software manufacturer to design, test and perfect via a pilot
project, a customized packaged solution that solves a common but difficult
business problem for the target business customer. The second step will be to
present the solution to a corporate decision maker and prove the value
proposition. The third step will be to bring the parties together (the
manufacturer and corporate user and the "service provider") and form a trust
that will transcend this transaction but also set the stage for other meaningful
deals down the line. The forth step is to design a contract that spells out
front and residual costs of the service and products provided. The fifth and
most important step is the roll-out. In many cases receiving a volume purchase
agreement or specification award is not enough to guarantee success. In the
final step Sopac Cellular Solutions Inc. plans to utilize a top-down methodology
to market to the various potential clients that inevitably will use the
solution. This process is tedious and time consuming and could take as long as
two to three years to effectuate.

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PERSONNEL AND RESOURCES

During the initial start-up phase of the company Sopac Cellular Solutions Inc.
will utilize a skeleton staff to, in concert with representatives of the service
providers and the application solutions manufacturers, make executive level
presentations and demonstrations, and when necessary conduct pilot programs to
prove up the return on investment to the client candidate. As the company gets
closer to signing an agreement with a large corporate user, the need will arise
for staffing to achieve maximum sale through. It will be important to market
directly to everyone who is potentially affected by the specification. In some
cases this might be nothing more than a brochure and explanation of the
agreement and service / product offerings via a mail offering. In other cases
this will be a one on one meeting with department heads responsible for teams of
potential users, or the service providers will handle all the marketing and
sales for the company. All of the transactions have the capability to produce
initial as well as a long-term income stream.

There will be three types of personnel needed to pursue the plan. Sales,
support, and administrative. Initially, Sopac Cellular Solutions Inc. will
combine the marketing, sales and support roles and they will be conducted by
each salesperson. These people will be specifically trained in the solution and
products offered but also will have an incentive to sell. This will be extremely
important in the Sopac Cellular model as the initial customer sales cycle once
the transaction agreement and specification is complete; will be a very short
one step situation. In almost every case it will end in a sale or rejection.
Therefore it is important that a representative have all the tools necessary to
demonstrate and sell the solution.

PRINCIPAL PRODUCTS AND THEIR MARKETS

The company will focus on several vertical markets and it will be extremely
important to find employees or agents that have specific knowledge of the
proposed market and the products that have been developed to support the
vertical. One example of a product is NICE OFFICE from a company called eAgency.
This product brings the benefits of customer relationship management to the
handheld device.

Nice Office is a platform that affords the professional a web cum wireless
Contact Management Solution. It brings your entire office into your handset,
anywhere, through synchronization with your computer as well as other databases,
your account at Nice Office, and your handheld device, your Blackberry, without
ever needing cabling or cradling. It houses all your ACT information (ACT is a
sophisticated contact and customer manager can be uploaded into Nice Office),
along with all your forms, documents and other business data that compose your
entire business universe. Amongst other things, you can generate, on demand,
reports including:

Agent Calendar
Sales and forecasts
Tasks
Client
Commission
Leads
Sales Funnel
Products

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You have your office with you at all times. With Nice Office, you can stay in
touch with all your contacts and peers and, if you're a manager, use it to
access everyone else's data on your Blackberry, be informed on how things are
faring "out there" up to the minute, create a range of management reports,
anywhere, and disseminate all this up and down your corporate infrastructure,
worldwide.

Sopac Cellular Solutions Inc. has targeted several prospective large volume user
groups to adopt the Nice Office platform on the new upgraded Blackberry handheld
devices, and has worked exclusively with Nextel to provide the wireless
connectivity solution - Research in Motion (RIM) (Nasdaq: RIMM; TSX: RIM)
BlackBerry 7250 Wireless Handheld(TM). Nice Office SFA/CRM software operating on
the Blackberry 7250, is for mobile professionals who want to manage their
information and remain connected to people via a single, integrated product
suite that offers both Web and Wireless accessibility.

In the above case Sopac Cellular Solutions Inc. has identified a product,
identified and organized integrated services, and targeted specific customer
groups not being reached through traditional marketing channels by the
manufacturer. In a sense it is an OEM solution without the huge research and
development budget. Traditional electronics manufacturers and software
developers tend to partner or even rely upon the other for their inclusion in
each other's offerings. A great business example of this is Microsoft, Intel,
and any computer manufacturer. However these solutions have fallen on the mass
marketers such as BestBuy and Circuit City to sell through. Companies like
eAgency and Research In Motion are in the same boat. The problem is these tend
to be one-off sales opportunities and rarely if ever lead to a corporate-wide
deal.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS

We have not publicly announced any new products.

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. We believe we will compete favourably on these terms, once properly
staffed, since we all share the same providers, handheld devices and rate plans.

Companies that compete with us include:

1. Wireless carriers such as Sprint/Nextel, Verizon, T-Mobile and AT&T, all of
whom are our very source of service and cell phone hardware. These companies
sell their own wireless services and devices through their own websites,
traditional retail operations and, most importantly, the channels that will
compete head on head with us, their direct sales forces.

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<PAGE>
2. Online distributors that sell wireless services and devices for the wireless
carriers to consumers through their own websites, such as Amazon.com.

3. Independent market retailers, the kind you find at most strip centers
throughout the nation and the mass market retailers that sell wireless services
and devices to consumers from their retail store locations, such as Radio Shack,
Best Buy, Circuit City and Walmart.

We believe that our ability to provide niche solutions to solving problems on
specific issues that businesses have, including limitations on productivity,
waste and theft through lack of proper controls, direct savings through the use
of certain hardware, software and financing packages, where we are providing a
definite value solution, sets us apart from most competitors. Notwithstanding,
we will be competing with the very service providers that we will partner with,
as well as certain independent business-to-business marketing and sales
companies. Both these competitors make the competition formidable. Most
significantly, the service providers have carved themselves out a haven which
includes the largest down to intermediate sized companies in the U.S. As of this
date we don't have the necessary partnerships with the service providers that
would permit us to compete with them, by marketing to large and intermediate
sized company prospects. We are, thus, precluded from marketing to a significant
portion of the market universe.

SOURCES AND AVAILABILITY OF PRODUCTS

CELLULAR PHONES: These can and typically are purchased from our Master Agents
for each service provider. They can also be purchased from independent cell
phone vendors' websites over the internet. Finally, they can be purchased at the
various service providers own company owned store locations.

ACTIVATION OF VARIOUS SERVICE PLANS: Going forward, we expect these to be
achieved by contacting the credit approval and activation departments of each
service provider. This would be conducted by the service provider once a client
has signed on with us.

CELLULAR BUSINESS SOLUTIONS: These are far too many solutions to list, and the
list is constantly growing. Existing applications span the entire universe of
types of businesses in the nation, both big and small, including companies in
the industry verticals delineated below, in "Dependence on One or a Few Major
Customers". A single version of application software already discussed earlier
is the customized CRM software provided by eAgency.com via their subsidiary,
NiceOffice.com.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We feel that, because of the potential wide base of customers for our products,
we will not rely on one or few major customers. The industry verticals we'd be
targeting, in time, include:

CONSTRUCTION AND BUILDING

Field Services
Transportation and Distribution
Real Estate
Manufacturing
Hospitality Services

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PROFESSIONAL SERVICES

Financial Services
Insurance

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.

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 small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form

                                       8
<PAGE>
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.

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 only recently commenced our
business operations; have not yet realized any revenues; and do not anticipate
initial revenue from sales until after December 2008, or sales to reach a level
to sustain our business operations until June 2009. 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 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 initial startup of our business as well
as its subsequent development. Further, we cannot guarantee that we will be
successful in 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

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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 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
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 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.

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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.

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.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fiscal year
ended August 31, 2008.

                                     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

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     -    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:

     -    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:

                                       13
<PAGE>
          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.
          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, 2007, 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, 2008.

                                       14
<PAGE>
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 $11,570 for the year ended August 31, 2008.
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, 2008 and 2007 was $11,570 and
$10,885, respectively, with no revenues for either period. Our net loss from
inception through August 31, 2008 was $23,021.

Cash provided by financing activities from inception through the period ended
August 31, 2008 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, 2008 was $16,979, with no outstanding
liabilities. 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, 2008.

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

                                       15
<PAGE>
The company has not yet been successful in establishing partnerships with
suppliers such as Sprint/Nextel, AT&T and Verizon Wireless. We have discontinued
our attempt to identify and establish partnerships with "Integrators". Instead
we have been pursuing a joint venture with a company that can, once they are
properly funded, arrange to partnerships we seek with the major service
providers that will allow us to commence operations. This joint venture will
also provide us with the technological, marketing and sales expertise to achieve
our operating goals. The partners in this company have the expertise we have
been searching for, but have not been able to afford. Their company has been
established to develop custom wireless software applications for customers in
exchange for product development fees, usage and transaction charges. The
company has a critical advantage over ours, a joint marketing and licensing
agreement to develop wireless applications for enterprise customers of a highly
regarded web content management firm, whose software customers are some of the
largest companies in the world.

If we are unable to established the aforementioned joint venture, our two
outside salesmen are still dedicated to commencing work once we're set up to do
so. Once we believe operations will support them, we will attempt to recruit two
additional salespeople before we can begin the process of calling on a select
number of software developers that provide wireless solutions to businesses and,
to arrange to have one or two of their sales/training representatives train our
people in the intricacies of each software package, its benefits to business and
in sales presentations. Training on just one application software, for each
industry, will take anywhere from a month to three months.

After these trainings and the creation of our official website, we will start
the process of prospecting for customers by establishing relations with bankers,
investment banking firms, corporate financiers, law firms, CPA firms and pension
plan managers. We will start by recruiting each of them to become our customers
first, and then prevail upon them to introduce us to the businesses they buy,
sell or service.

We will continue to search for a Marketing and Sales Vice President and an
IT/Operations Manager. These tasks are difficult since we're a startup, don't
possess the requisite funds to afford to pay such talent (other than via a
percentage of future revenues, as will be negotiated, if and when revenues are
achieved) and since the contribution we will expect from these individuals will
be substantial. These individuals will have to:

     1.   Become intimately familiar with the rate plans the service providers
          offer and be able to answer the many questions a customer or provider
          will propose.
     2.   Study every nuance of the various cell phone devices we will sell,
          know how to use them to a) work and b) accommodate software our sales
          agents will be using.
     3.   Receive training on the many types of software solutions and
          application for each and every industry vertical and create the
          framework for training others.
     4.   Develop a dynamic website that will interface with our Master Agent's
          systems and present a valuable shopping and Q &A tool for our
          customers.
     5.   Prepare an Operational Manual and a Compliance Manual for the company.
     6.   Prepare a list containing the universe of corporate customer
          candidates to target and sell to.

                                       16
<PAGE>
All of the above and more will be required from these individuals for our firm
to be regarded as a competitive entity in the business to business arena and,
gearing them up to be seamlessly functional, will take the better part of six
months.

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

We will start the process of prospecting business customers both large and
medium sized. Each business lead we develop will require customized solutions,
it could take between 60 days to as much as two years (depending on the size of
the business concern and its requisite solutions) before a contract can be
entered into, between the customer, our firm, the service provider and the
software solutions developer.

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 an August 31, year-end.

B. BASIC EARNINGS PER SHARE

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

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

C. CASH EQUIVALENTS

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

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       17
<PAGE>
E. INCOME TAXES

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

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

F. ADVERTISING COSTS

The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of August 31,
2008.

NEW ACCOUNTING PRONOUNCEMENTS:

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial

                                       18
<PAGE>
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement

                                       19
<PAGE>
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008. It is not believed that this will have an
impact on the Company's consolidated financial position, results of operations
or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company adopted this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.

                                       20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
      PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
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,  2008 and 2007,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
years ended August 31, 2008,  2007 and since  inception on July 10, 2006 through
August 31,  2008.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conduct  our  audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  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, 2008 and 2007, and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  August 31, 2008 and 2007 and since  inception  on July 10,  2006  through
August 31, 2008, 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 had limited  operations  and generated a net
loss of $23,021  since  inception,  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/ Moore & Associates, Chartered
------------------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
November 21, 2008


                  6490 West Desert Inn Rd, Las Vegas, NV 89146
                        (702) 253-7499 Fax (702) 253-7501

                                       21
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   As of              As of
                                                                 August 31,         August 31,
                                                                    2008               2007
                                                                  --------           --------
<S>                                                               <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                            $ 16,979           $ 28,750
                                                                  --------           --------
TOTAL CURRENT ASSETS                                                16,979             28,750
                                                                  --------           --------

      TOTAL ASSETS                                                $ 16,979           $ 28,750
                                                                  ========           ========

          LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Due to a Director                                               $     --           $    200
                                                                  --------           --------
TOTAL CURRENT LIABILITIES                                               --                200
                                                                  --------           --------

      TOTAL LIABILITIES                                                 --                200
                                                                  --------           --------

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 1,700,000 and 1,700,000 shares issued and
   outstanding as of August 31, 2008 and August 31, 2007             1,700              1,700
  Additional paid-in capital                                        38,300             38,300
  Deficit accumulated during development stage                     (23,021)           (11,450)
                                                                  --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          16,979             28,550
                                                                  --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                    $ 16,979           $ 28,750
                                                                  ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       22
<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,
                                                    2008                 2007                 2008
                                                 ----------           ----------           ----------
<S>                                              <C>                  <C>                  <C>
REVENUES
  Revenues                                       $       --           $       --           $       --
                                                 ----------           ----------           ----------
TOTAL REVENUES                                           --                   --                   --

PROFESSIONAL FEES                                     6,000                5,750               11,750
GENERAL & ADMINISTRATIVE EXPENSES                     5,570                5,135               11,271
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES              11,570               10,885               23,021

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

NET INCOME (LOSS)                                $  (11,570)          $  (10,885)          $  (23,021)
                                                 ==========           ==========           ==========

BASIC EARNING (LOSS) PER SHARE                   $    (0.01)          $    (0.01)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        1,700,000            1,623,288
                                                 ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       23
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
             From July 10, 2006 (Inception) through August 31, 2008
--------------------------------------------------------------------------------

<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                                                            (11,570)    (11,570)
                                       ----------     -------       --------        --------     --------

BALANCE, AUGUST 31, 2008                1,700,000     $ 1,700       $ 38,300        $(23,021)    $ 16,979
                                       ==========     =======       ========        ========     ========
</TABLE>


                        See Notes to Financial Statements

                                       24
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          July 10, 2006
                                                                                                           (inception)
                                                                      Year Ended         Year Ended          through
                                                                      August 31,         August 31,         August 31,
                                                                         2008               2007               2008
                                                                       --------           --------           --------
<S>                                                                    <C>                <C>                <C>
OPERATING ACTIVITIES
  Net income (loss)                                                    $(11,570)          $(10,885)          $(23,021)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Due to a Director                                                      (200)              (290)                --
                                                                       --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (11,770)           (11,175)           (23,021)

INVESTING ACTIVITIES

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

FINANCING ACTIVITIES
  Issuance of common stock                                                   --             35,000             40,000
                                                                       --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                --             35,000             40,000
                                                                       --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                         (11,770)            23,825             16,979

CASH AT BEGINNING OF PERIOD                                              28,750              4,925                 --
                                                                       --------           --------           --------

CASH AT END OF YEAR                                                    $ 16,979           $ 28,750           $ 16,979
                                                                       ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                             $     --                 --           $     --
                                                                       ========           ========           ========
  Income Taxes                                                         $     --                 --           $     --
                                                                       ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       25
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

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 August 31, year-end.

B. BASIC EARNINGS PER SHARE

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

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

C. CASH EQUIVALENTS

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

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       26
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

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

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

F. ADVERTISING COSTS

The  Company's  policy  regarding  advertising  is to expense  advertising  when
incurred.  The Company had not incurred any advertising expense as of August 31,
2008.

NEW ACCOUNTING PRONOUNCEMENTS:

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide

                                       27
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement

                                       28
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any

                                       29
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
consolidated financial position, results of operations or cash flows.

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,  2008 and  generated  a net loss of  $23,021.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the development stage and has
minimal expenses, management believes that the company's current cash of $16,979
is  sufficient  to cover the  expenses  they will incur  during the next  twelve
months in a limited operations scenario.

Management  plans to raise  additional funds through debt or equity offerings as
needed. There is no guarantee that the Company will be able to raise any capital
through any offerings.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTIONS

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

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

                                       30
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2008
--------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

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

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

NOTE 7. NET OPERATING LOSSES

As of August 31, 2008,  the Company has a net operating  loss  carryforwards  of
approximately $23,021. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

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

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

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

As of August 31, 2008 the Company had  1,700,000  shares of common  stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of August 31, 2008:

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

                                       31
<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 is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness of
those internal controls. As defined by the SEC, internal control over financial
reporting is a process designed by our principal executive officer/principal
financial officer, who is also the sole member of our Board of Directors, to
provide reasonable assurance regarding the reliability of financial reporting
and the reparation of the financial statements in accordance with U. S.
generally accepted accounting principles.

As of the end of the period covered by this report, we initially carried out an
evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting officer),
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our chief executive officer and chief
financial officer initially concluded that our disclosure controls and
procedures were not effective.

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
     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

                                       32
<PAGE>
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, 2008 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, 2008.

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
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.

                                       33
<PAGE>
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

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                       61        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.

BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR

Ezra E. 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

                                       34
<PAGE>
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.

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.

                                       35
<PAGE>
                           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    2008     0         0           0            0          0            0             0         0
CEO, CFO,       2007     0         0           0            0          0            0             0         0
President,      2006     0         0           0            0          0            0             0         0
Director
</TABLE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      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
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Ezra E.        0              0              0           0           0           0            0           0            0
Ezra
</TABLE>

                              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>

                                       36
<PAGE>
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

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.

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.

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.

                                       37
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended August 31, 2008, the total fees charged to the company for
audit services, including quarterly reviews, were $6,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

For the year ended August 31, 2007, the total fees charged to the company for
audit services, including quarterly reviews, were $4,250, 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.

                                   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.


December 1, 2008             By: /s/ Ezra E. Ezra
                                 -----------------------------------------------
                                 Ezra E. Ezra, Sole Director, President,
                                 Principal Executive Officer, Principal
                                 Financial Officer, Principal Accounting Officer

                                       38