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

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended August 31, 2007

                        Commission File Number 333-138217


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

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          Nevada                                   5045                          20-5302617
(State or Other Jurisdiction            (Primary Standard Industrial           (IRS Employer
of Incorporation or Organization)        Classification Code Number)         Identification No.)
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                           4438 Vesper Avenue, Suite 2
                             Sherman Oaks, CA 91403
                     Phone: (949)355-4559 Fax: (309)423-7471
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X]

For the fiscal year ended August 31, 2007 the company had no revenue.

As of August 31, 2007, 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, 2007.

DOCUMENTS INCORPORATED BY REFERENCE
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                                TABLE OF CONTENTS

PART I
Item 1.  Description of Business                                               3
Item 2.  Description of Property                                              12
Item 3.  Legal Proceedings                                                    12
Item 4.  Submission of Matters to a Vote of Securities Holders                12

PART II
Item 5.  Market for Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities                12
Item 6.  Management's Discussion and Analysis or Plan of Operation            14
Item 7.  Financial Statements                                                 21
Item 8.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                            32
Item 8A. Controls and Procedures                                              32

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons         32
Item 10. Executive Compensation                                               34
Item 11. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     35
Item 12. Certain Relationships and Related Transactions                       35
Item 13. Exhibits                                                             36
Item 14. Principal Accountant Fees and Services                               36

Signatures                                                                    36

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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

INDUSTRY BACKGROUND

The Cellular Telephony and Internet Association reported that as of April 2006,
there existed 207.9 million wireless subscribers and 180 facilities based
carriers who generated $113.5 billion dollars in annual revenues, up from 102
billion dollars the year before. Customers consumed 1.5 trillion minutes of use
in 2005, up from 1.1 trillion minutes of us in 2004.

Most noticeably, annual wireless data revenues amounted to $8.6 billion, up
86.4% from $4.6 billion the previous year. This, (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 Nextel, Sprint, 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.

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

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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.

PERSONNEL AND RESOURCES

During the initial start-up phase of the company Sopac Cellular Solutions Inc.
will utilize a skeleton staffing approach and will focus on identifying a few
specific solutions and potential transaction candidates. This will be done
through executive level presentations and demonstrations. As the company gets
closer to signing an agreement with a large corporate user, the need will arise
for staffing to present the solution to corporate end-users, outside sales
representatives, and other potential buyers to achieve the revenue and
residuals. To achieve maximum sale through, it will be important to market

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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. 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. Sopac Cellular Solutions Inc. will combine the
sales and support role into a single entity. 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
     Contacts
     Sales Funnel
     Products

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,
world wide.

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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 others 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, Cingular, plus
some newcomers such as Helio and AMDP, 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.

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.

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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,
the very service providers that we will use as well as compete with, as well as
certain independent business-to-business marketing and sales companies, 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. We are contractually not permitted to compete with the
service providers when it comes to these 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: These are achieved by contacting the credit
approval and activation departments of each service provider. We are provided
with sub dealer codes that permit us to do that directly.

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
     Professional Services
     Financial Services
     Insurance

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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-B for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K-SB annually and Form 10Q-SB quarterly. In addition, we will file Form 8-K

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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.

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 2007, or sales to reach a level
to sustain our business operations until June 2008. 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, possibly Cingular Wireless, and Helio, 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 FULL-TIME
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, which is anticipated to be between
December 2007 and June 2008. Until that time the responsibility of developing

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the company's business and fulfilling the reporting requirements of a public
company all fall upon our only full-time 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.

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.

IF WE ARE UNABLE TO OBTAIN, ESTABLISH AND MAINTAIN RELATIONSHIPS WITH THE
WIRELESS PRODUCTS AND SOFTWARE SOLUTIONS PROVIDERS WE MAY LOSE CUSTOMERS AND
HAVE NO PROFITS.

Our success depends on our ability to be apply for and be approved to operate as
sub dealers of Master Agents of each of the various "service providers". Master
Agents are approved entities that represent the "service providers", through
whom all sub dealers are obligated to conduct all their business with the
various "service providers". If our applications are met with disapproval, this
would deny us the opportunity to go forward with our plans. Since it will take
us until approximately December of 2007 to establish our first sales to
businesses, we run the risk of losing our sub dealer status with our Master
Agents unless we are able to achieve a modicum of retail sales say, between one
and five retail cell phone sales/activations each month. In addition, if we are
unable to maintain strong relationships with the Master Agents and one or more
of our Master Agents terminates our approved status with them or we are unable
to negotiate extensions of these agreements on acceptable terms this would
result in our inability to sell and activate wireless service plans on their
networks and derail all our stated plans. Further, any unanticipated increase in
our rate of deactivation of accounts (customers canceling their service plans
prematurely) could result in a decrease in our revenue and cause severe cash
flow and other disastrous setbacks. Under basic agreements with wireless
carriers, commissions are not earned if the customer's service is deactivated
with the carrier before a predetermined period of time, usually between 120 and
210 calendar days. The consequence of a deactivation is that the commission
amounts are immediately charged back, in full, against current revenues. An
increase in our deactivation rate could prompt the carriers to impose a
mandatory reserve against future deactivations with every commission earned, or
modify the commission terms with us or even terminate our agreements.

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.

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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.

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 full-time 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
additional qualified personnel. By approximately June 2008, we anticipate our
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 with greater
product and name recognition and with 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,
Oracle, Nextel, T-Mobile, Cingular 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 distributing wireless products
and solutions has relatively low barriers to entry. As a result, additional new
competitors may choose to enter our industry.

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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 - DESCRIPTION OF PROPERTY

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 involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
August 31, 2007.

                                     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).

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

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

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

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

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

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

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

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

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

     -    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

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<PAGE>
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). In general, under Rule 144 as amended, a person who has beneficially
owned and held restricted securities for at least one year, including
affiliates, may sell publicly without registration under the Securities Act,
within any three-month period, assuming compliance with other provisions of the
Rule, a number of shares that do not exceed the greater of(i) one percent of the
common stock then outstanding or, (ii) the average weekly trading volume in the
common stock during the four calendar weeks preceding such sale. A person who is
not deemed an "affiliate" of our Company and who has beneficially owned shares
for at least two years would be entitled to unlimited re-sales of such
restricted securities under Rule 144 without regard to the volume and other
limitations described above.

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.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

We have generated no revenue since inception and have incurred $11,450 in
expenses through August 31, 2007.

                                       14
<PAGE>
The following table provides selected financial data about our company for the
years ended August 31, 2007 and 2006.

             Balance Sheet Data:           8/31/07          8/31/06
             -------------------           -------          -------
             Cash                          $28,750          $ 4,925
             Total assets                  $28,750          $ 4,925
             Total liabilities             $   200          $   490
             Shareholders' equity          $28,550          $ 4,925

Cash provided by financing activities from inception through the period ended
August 31, 2007 was $40,000 resulting from the sale of common stock to our
director, Mr. Ezra E. Ezra, who purchased 1,000,000 shares of our Common Stock
at $0.005 per share on July 10, 2006 for proceeds of $5,000 and the sale of
700,000 shares at $0.05 pursuant to our SB-2 Registration Statement filed with
the SEC under file number 333-138217.

PLAN OF OPERATION

GOING CONCERN

We were issued an opinion by our auditors that raised substantial doubt about
our ability to continue as a going concern based on our current financial
position.

BUSINESS OPERATIONS OVERVIEW

Our registration statement became effective on November 17, 2006. We completed
our offering of 700,000 common shares on April 10, 2007. Our budget is based on
operations which will be completely funded by the $35,000 raised through our
offering. We currently have $28,750 in cash.

We incurred operating expenses of $10,885 and $565 for the years ended August
31, 2007 and 2006, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports.

Our net loss for the years ended August 31, 2007 and 2006 was $10,885 and $565,
respectively.

COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

OCTOBER 2006-JUNE 2007

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

                                       15
<PAGE>
     Sprint PCS/Nextel
     Verizon Wireless
     T-Mobile
     Helio

As of the date of this filing we have been approved by all the master agents of
the requisite service providers. Some of the criteria used in arriving at their
decisions include the location and efficacy of the company's office, the
company's creditworthiness, the principal's background and experience in the
business, ability to generate sales, provide fulfillment and excellent customer
service.

We have requested a meeting with T-Mobile's "data representative". This
individual is responsible for providing information and training to T-Mobile
sub-dealerships such as SOPAC, on the various software and business solutions
T-Mobile makes available to present to industry customers, or prospective
customers. The data rep will also make himself or herself available to make
sales calls to new customer candidates.

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

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

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

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

JULY-OCTOBER 2007

We were unsuccessful in identifying both the Marketing and Sales Vice President
and IT/Operations Manager types since the contributions we will need from these
individuals would be enormous and since they will require a substantial salary
and benefits. These functions will have to be performed by Mr. Ezra and other
arrangements will also have to be made to develop the company's website. It
still will take the better part of six months or more, going forward, to get the
company to the point where it can be regarded as a competitive entity in the
business to business arena.

We were successful in recruiting two outside salespersons for the company.

PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

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

                                       16
<PAGE>
NOVEMBER 2007 - JANUARY 2008 ($8,250)

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. We expect
these representatives to aid us in making sales calls to potential clients.
Training on 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, to name just a few sources. We will first start by recruiting
each of them to become our customers first, and then prevail upon them to
introduce us to the businesses they buy, sell or service. To help insure this
outcome, we will advantage them by providing them with discounts on hardware and
software pricing, cutting into our profitability, just so we can obtain the
referrals. We will then start the process of contacting these referrals and
presenting to them as well as to their referrals.

Our status as sub-dealers with Sprint/Nextel as well as T-Mobile have been
terminated because the company has not met sales targets. It has become clear to
us that the company will be required to seek a different, more senior (than
retail) status of relationship with each of the service providers and the
company is pursuing that course of action, while still attempting to regain its
sub-dealers status with T-Mobile and Sprint/Nextel . The company is already in
conversation with AT&T Wireless to affiliate with them as a DSP (Direct Service
Provider) dealing directly with one of their National Account Managers who Mr.
Ezra has dealt with in the past. This status will allow the company to be much
more competitive on handset pricing as well as rate plans. The company will also
pursue similar relationships with the other service providers, including
Sprint/Nextel, T-Mobile and Verizon Wireless. There can be no assurance at all,
as to whether or not the company will be permitted such status with any or all
of these providers.

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

                                       17
<PAGE>
for our customers. They will be required to prepare an Operational Manual and a
Compliance Manual for the company. They will also be required to prepare a list
containing the universe of corporate customer candidates to target and sell to,
as described in the next milestone.

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

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

FEBRUARY - APRIL 2008 ($8,350)

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

CRITICAL ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

BASIC EARNINGS PER SHARE

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

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.

                                       18
<PAGE>
CASH EQUIVALENTS

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

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

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

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

NEW ACCOUNTING PRONOUNCEMENTS

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

                                       19
<PAGE>
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects, to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company believes that the implementation of this standard will not have a
material impact on its financial position, results of operations or cash flows.

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

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

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

In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the

                                       20
<PAGE>
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal year beginning after December
15, 2005.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-KSB 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-QSB, 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-KSB
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.

The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.

ITEM 7 - FINANCIAL STATEMENTS

The audited financial statements for the year ended August 31, 2007 immediately
follow.

                                       21
<PAGE>
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)
Las Vegas, Nevada

We have audited the accompanying  balance sheet of Sopac Cellular Solutions Inc.
(A  Development  Stage  Company) as of August 31, 2007 and 2006, and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended August 31, 2007 and 2006 and from inception July 10, 2006,  through August
31,  2007,  and the  period  then  ended.  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 conducted  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, 2007 and 2006 and the results of its
operations  and its cash flows for the years ended  August 31, 2007 and 2006 and
from inception July 10, 2006, through August 31, 2006 and the period then ended,
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's  net  losses and  accumulated  deficit of
$11,450 as of August 31,  2007  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
October 18, 2007


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7511 Fax (702) 253-7501

                                       22
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                                  Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                  August 31,         August 31,
                                                                     2007               2006
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $ 28,750           $  4,925
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                 28,750              4,925
                                                                   --------           --------

      TOTAL ASSETS                                                 $ 28,750           $  4,925
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Due to a Director                                            $    200           $    490
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                               200                490
                                                                   --------           --------

      TOTAL LIABILITIES                                                 200                490
                                                                   --------           --------

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 1,700,000 and 1,000,000 shares issued and
   outstanding as of August 31, 2007 and August 31, 2006              1,700              1,000
  Additional paid-in capital                                         38,300              4,000
  Deficit accumulated during exploration stage                      (11,450)              (565)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           28,550              4,435
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 28,750           $  4,925
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       23
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         July 10, 2006
                                                                                          (inception)
                                                 Year Ended           Year Ended            through
                                                 August 31,           August 31,           August 31,
                                                    2007                 2006                 2007
                                                 ----------           ----------           ----------
<S>                                              <C>                  <C>                  <C>
REVENUES
  REVENUES                                       $       --           $       --           $       --
                                                 ----------           ----------           ----------
TOTAL REVENUES                                           --                   --                   --

PROFESSIONAL FEES                                     5,750                5,750
GENERAL & ADMINISTRATIVE EXPENSES                     5,135                  565                5,700
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES              10,885                  565               11,450
                                                 ----------           ----------           ----------

NET INCOME (LOSS)                                $  (10,885)          $     (565)          $  (11,450)
                                                 ==========           ==========           ==========

BASIC EARNING (LOSS) PER SHARE                   $    (0.01)          $    (0.00)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        1,623,288            1,000,000
                                                 ==========           ==========
</TABLE>


                       See Notes to Financial Statements

                                       24
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
             From July 10, 2006 (Inception) through August 31, 2007
--------------------------------------------------------------------------------

<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
                                       ==========     =======       ========        ========     ========
</TABLE>

                       See Notes to Financial Statements

                                       25
<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,
                                                                     2007               2006               2007
                                                                   --------           --------           --------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $(10,885)          $   (565)          $(11,450)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
     Due to a Director                                                 (290)               490                200
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (11,175)               (75)           (11,250)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                              700              1,000              1,700
  Additional paid-in capital                                         34,300              4,000             38,300
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        35,000              5,000             40,000
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                      23,825              4,925             28,750

CASH AT BEGINNING OF PERIOD                                           4,925                 --                 --
                                                                   --------           --------           --------
CASH AT END OF YEAR                                                $ 28,750           $  4,925           $ 28,750
                                                                   ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                       See Notes to Financial Statements

                                       26
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2007


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The  Company  is in the  development  stage.  Its  activities  to date have been
limited to capital formation, organization, 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.

                                       27
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2007


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. INCOME TAXES

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

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

NEW ACCOUNTING PRONOUNCEMENTS:

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

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

                                       28
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2007


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

                                       29
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2007


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,  2007 and  generated  a net loss of  $11,450.  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 $28,750
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.

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.

                                       30
<PAGE>
                          SOPAC CELLULAR SOLUTIONS INC.
                         (An Development Stage Company)
                          Notes to Financial Statements
                                 August 31, 2007


NOTE 7. NET OPERATING LOSSES

As of August 31, 2007,  the Company has a net operating  loss  carryforwards  of
approximately $11,450. 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, 2007 the Company had  1,700,000  shares of common  stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

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

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

                                       31
<PAGE>
ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None.

ITEM 8A - CONTROLS AND PROCEDURES

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

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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                       60        President, CEO
     4438 Vesper Avenue, Suite 2                  Secretary, Treasurer
     Sherman Oaks, California 91423               CFO & Director

                                       32
<PAGE>
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

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

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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

CODE OF ETHICS

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

                                       33
<PAGE>
ITEM 10 - EXECUTIVE COMPENSATION

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

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

In addition, our officer, director or employee is not party to any employment
agreements.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>

Ezra E. Ezra    2007     0         0           0            0          0            0             0         0
CEO, CFO,       2006     0         0           0            0          0            0             0         0
President,
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>

                                       34
<PAGE>
                              DIRECTOR COMPENSATION

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

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

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%

ITEM 12 - 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.

                                       35
<PAGE>
ITEM 13 - 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.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

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.

For the year ended August 31, 2006, no fees were charged to the company for
audit services, audit-related services, tax or other services.

                                   SIGNATURES

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


November 19, 2007           By: /s/ Ezra E. Ezra
                                ------------------------------------------------
                                Ezra E. Ezra, Director, President and
                                Principal Executive Officer, Principal Financial
                                Officer, Principal Accounting Officer

                                       36