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

                                   FORM 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934


                       For the Period ended June 30, 2007

                        Commission File Number 333-143236


                                 CASTILLO, INC.
                 (Name of small business issuer in its charter)

        Nevada                                                  20-8441697
(State of incorporation)                                (IRS Employer ID Number)

                           9880 N. Magnolia Ave. #185
                                Santee, CA 92071
                                 (775) 352-4112
          (Address and telephone number of principal executive offices)

                           9880 N. Magnolia Ave. #185
                                Santee, CA 92071
                                 (775) 352-4112
            (Name, address and telephone number of agent for service)

                           Copies of Communication to:
                                 Joseph I. Emas
                             1224 Washington Avenue
                              Miami Beach, FL 33139
                     Phone: (305)531-1174 Fax: (305)531-1274

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

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

There were 3,000,000 shares of Common Stock outstanding as of June 30, 2007.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                                 Castillo, Inc.
                          (A Development Stage Company)
                                 Balance Sheet
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   June 30,           March 31,
                                                                     2007               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  2,891           $  8,925
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  2,891              8,925

OTHER ASSETS
  Organizational Costs                                                2,145              2,145
  Deposits                                                              300                 --
                                                                   --------           --------
TOTAL OTHER ASSETS                                                    2,445              2,145
                                                                   --------           --------

      TOTAL ASSETS                                                 $  5,336           $ 11,070
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $    600           $     --
  Loan from Director                                                  2,145              2,145
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                             2,745              2,145

TOTAL LIABILITIES                                                     2,745              2,145

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 3,000,000 shares issued and outstanding
   as of June 30 and March 31, 2007 respectively                      3,000              3,000
  Additional paid-in capital                                          6,000              6,000
  Deficit accumulated during Development stage                       (6,409)               (75)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                            2,591              8,925
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  5,336           $ 11,070
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       2
<PAGE>
                                 Castillo, Inc.
                          (A Development Stage Company)
                             Statement of Operations
--------------------------------------------------------------------------------

                                                                February 2, 2007
                                            Three Months          (inception)
                                               Ended                through
                                              June 30,              June 30,
                                                2007                  2007
                                            -----------           -----------
REVENUES
  Revenues                                  $        --           $        --
                                            -----------           -----------
TOTAL REVENUES                                       --                    --

GENERAL & ADMINISTRATIVE EXPENSES                 6,334                 6,409
                                            -----------           -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES          (6,334)               (6,409)
                                            -----------           -----------

NET INCOME (LOSS)                           $    (6,334)          $    (6,409)
                                            ===========           ===========

BASIC EARNINGS PER SHARE                    $     (0.00)
                                            ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                    3,000,000
                                            ===========


                       See Notes to Financial Statements

                                       3
<PAGE>
                                 Castillo, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      February 2, 2007
                                                                     Three Months       (inception)
                                                                        Ended             through
                                                                       June 30,           June 30,
                                                                         2007               2007
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $ (6,334)          $ (6,409)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    (Increase) Decrease in Deposits                                        (300)              (300)
    Increase (Decrease) in Accounts Payables                                600                600
                                                                       --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (6,034)            (6,109)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                                   --              3,000
  Additional paid-in capital                                                 --              6,000
                                                                       --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                --              9,000
                                                                       --------           --------

NET INCREASE (DECREASE) IN CASH                                          (6,034)             2,891

CASH AT BEGINNING OF PERIOD                                               8,925                 --
                                                                       --------           --------
CASH AT END OF PERIOD                                                  $  2,891           $  2,891
                                                                       ========           ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                       See Notes to Financial Statements

                                       4
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     Castillo,  Inc. (the "Company") was  incorporated in the State of Nevada on
     February 2, 2007.  The Company is a development  stage company that intends
     to  open  and  operate  retail  establishments  selling  perfume  and  body
     products.  To date,  the  Company's  activities  have been  limited  to its
     formation and design of its business plan. To date,  management has devoted
     most of its activities to preparing and filing a Registration  Statement on
     Form SB-2 with the Securities and Exchange Commission to register 6,000,000
     shares of its common  stock for future sale to raise  capital to  implement
     the  proposed  business  plan.  The  company  filed  its SB-2  Registration
     Statement on May 24, 2007.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A. BASIS OF PRESENTATION

     The  accounting  and  reporting  policies  of the  Company  conform to U.S.
     generally accepted  accounting  principles  applicable to development stage
     enterprises.

     B. FISCAL PERIODS

     The Company's fiscal year end is December 31.

     C. USE OF ESTIMATES

     The preparation of financial  statements in conformity with U.S.  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  amount of revenues  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     D. CASH AND CASH EQUIVALENTS

     Cash and cash  equivalents  include cash in banks,  money market funds, and
     certificates  of term  deposits  with  maturities of less than three months
     from inception,  which are readily convertible to known amounts of cash and
     which, in the opinion of management,  are subject to an insignificant  risk
     of loss in value.  The Company had $2,891 in cash and cash  equivalents  at
     June 30, 2007.

     E. START-UP COSTS

     In accordance with the American  Institute of Certified Public  Accountants
     Statement  of  Position   98-5,   "Reporting   on  the  Costs  of  Start-up
     Activities", the Company expenses all costs incurred in connection with the
     start-up and organization of the Company.

                                       5
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     F. FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS") Number 119, "Disclosure About Derivative Financial Instruments and
     Fair  Value of  Financial  Instruments."  The  carrying  amount of  accrued
     liabilities  approximates  its fair value because of the short  maturity of
     this item.  Certain  fair value  estimates  may be subject to and  involve,
     uncertainties and matters of significant judgement, and, therefore,  cannot
     be determined with precision.  Changes in assumptions  could  significantly
     affect  these  estimates.  The  Company  does not  hold or issue  financial
     instruments  for  trading   purposes,   nor  does  it  utilize   derivative
     instruments in the management of its foreign  exchange,  commodity price or
     interest rate market risks.

     G. SEGMENTED REPORTING

     SFAS Number 131,  "Disclosure  About  Segments of an Enterprise and Related
     Information",  changed the way public  companies report  information  about
     segments  of  their   business  in  their   quarterly   reports  issued  to
     shareholders.  It also requires entity-wide  disclosures about the products
     and services an entity provides,  the material  countries in which it holds
     assets and reports revenues and its major  customers.  The company plans to
     open and operate its retail establishments in Mexico.

     H. FEDERAL INCOME TAXES

     Deferred income taxes are reported for timing differences  between items of
     income or expense  reported in the financial  statements and those reported
     for income tax purposes in accordance with SFAS Number 109, "Accounting for
     Income  Taxes",  which  requires the use of the  asset/liability  method of
     accounting  for income  taxes.  Deferred  income taxes and tax benefits are
     recognized  for the future tax  consequences  attributable  to  differences
     between the financial  statement  carrying  amounts of existing  assets and
     liabilities  and their  respective  tax bases,  and for tax loss and credit
     carryforwards.  Deferred  tax assets and  liabilities  are  measured  using
     enacted tax rates expected to apply to taxable income in the years in which
     those temporary  differences  are expected to be recovered or settled.  The
     Company  provides for deferred  taxes for the estimated  future tax effects
     attributable to temporary differences and carryforwards when realization is
     more likely than not.

     I. EARNINGS (LOSS) PER SHARE

     The Company has  adopted  Financial  Accounting  Standards  Board  ("FASB")
     Statement  Number  128,   "Earnings  per  Share,"  ("EPS")  which  requires
     presentation  of basic and diluted EPS on the face of the income  statement
     for  all  entities  with  complex   capital   structures   and  requires  a
     reconciliation   of  the  numerator  and   denominator  of  the  basic  EPS
     computation   to  the  numerator  and   denominator   of  the  diluted  EPS
     computation.  In the  accompanying  financial  statements,  basic  earnings

                                       6
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     (loss) per share is computed by dividing  net  income/loss  by the weighted
     average number of shares of common stock outstanding during the period.

     J. FOREIGN CURRENCY TRANSACTIONS

     The Company's  functional  currency will be the Mexican Peso. The Company's
     reporting  currency  is the U.S.  Dollar.  All  transactions  initiated  in
     Mexican Pesos are translated to U.S. Dollars in accordance with SFAS No. 52
     "Foreign Currency Translation" as follows:

          (i)  Monetary assets and liabilities at the rate of exchange in effect
               at the balance sheet date;
          (ii) Equity at historical rates; and
          (iii)Revenue  and  expense  items  at the  average  rate  of  exchange
               prevailing during the period.

     Adjustments  arising from such  translations are deferred until realization
     and are  included  as a separate  component  of  stockholders'  equity as a
     component  of  comprehensive   income  or  loss.   Therefore,   translation
     adjustments  are not included in determining net income (loss) but reported
     as other comprehensive income.

     For foreign currency transactions,  the Company translates these amounts to
     the Company's  functional  currency at the exchange  rate  effective on the
     invoice date. If the exchange rate changes between the time of purchase and
     the time actual  payment is made, a foreign  exchange  transaction  gain or
     loss results which is included in determining net income for the period.

     No  significant  realized  exchange  gains or  losses  were  recorded  from
     inception (February 2, 2007) to June 30, 2007.

     K. STOCK-BASED COMPENSATION

     The Company  adopted the  provisions  of Statement of Financial  Accounting
     Standards  ("SFAS") No. 123(R),  "Share-Based  Payment",  which establishes
     accounting for equity instruments  exchanged for employee  services.  Under
     the provisions of SFAS 123(R), stock-based compensation cost is measured at
     the grant date,  based on the  calculated  fair value of the award,  and is
     recognized  as an expense  over the  employees'  requisite  service  period
     (generally the vesting period of the equity  grant).  The Company  accounts
     for share-based payments to non-employees,  in accordance with SFAS 123 (as
     originally   issued)  and  Emerging  Issues  Task  force  Issue  No  96-18,
     "Accounting for Equity  Instruments That Are Issued to Other Than Employees
     for Acquiring, or in Conjunction with Selling, Goods or Services".

                                       7
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     L. COMPREHENSIVE INCOME (LOSS)

     SFAS No. 130, "Reporting  Comprehensive Income",  establishes standards for
     reporting and display of comprehensive  income and its components in a full
     set of general-purpose financial statements.  For the period ended June 30,
     2007, the Company had no items of other  comprehensive  income.  Therefore,
     net loss equals comprehensive loss for the period ended June 30, 2007.

     M. REVENUE RECOGNITION

     The Company recognizes revenue from the sale of products in accordance with
     the Securities and Exchange  Commission Staff  Accounting  Bulletin No. 104
     ("SAB 104"),  "Revenue  Recognition in Financial  Statements." Revenue will
     consist of retail sales income and will be recognized  only when all of the
     following criteria have been met:

          (i)  Evidence of a retail sales ticket exists;
          (ii) Delivery has occurred; and
          (iii) Revenue is reasonably assured.

NOTE 3 - CAPITAL STOCK

     A) AUTHORIZED STOCK:

     The Company has  authorized  50,000,000  common  shares with a par value of
     $0.001 per share.  Each common share  entitles  the holder to one vote,  in
     person or proxy,  on any matter on which action of the  stockholder  of the
     corporation is sought.

     B) SHARE ISSUANCE:

     From  inception of the Company  (February  2, 2007) to June 30,  2007,  the
     Company  issued  3,000,000  common  shares  at  $0.003  per share for total
     proceeds  of $9,000  being  $3,000  for par value  shares  and  $6,000  for
     additional  paid in capital.  These  shares were issued to the director and
     officer of the Company.

     NOTE 4 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue  as  a  going  concern,   which   contemplates  the
     realization  of assets and the  liquidation  of  liabilities  in the normal
     course of  business.  As at June 30, 2007,  the Company has an  accumulated
     deficit of  $6,409,  working  capital of $2,891 and has earned no  revenues
     since  inception.  The Company  intends to fund  operations  through equity
     financing  arrangements,  which  may be  insufficient  to fund its  capital
     expenditures,  working  capital  and other cash  requirements  for the year
     ending December 31, 2007.

                                       8
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 4 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS(continued)

     The  ability  of the  Company  to  emerge  from  the  development  stage is
     dependent  upon,  among other  things,  obtaining  additional  financing to
     continue operations, and development of its business plan.

     These factors,  among others,  raise  substantial doubt about the Company's
     ability  to  continue  as  a  going  concern.  The  accompanying  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.

NOTE 5 - INCOME TAXES

     The Company has incurred  operating  losses of $6,409,  which, if utilized,
     will  begin to expire in 2027.  Future tax  benefits,  which may arise as a
     result  of  these  losses,  have  not been  recognized  in these  financial
     statements, and have been off set by a valuation allowance.

     Details of future income tax assets are as follows:

                                                                   June 30,
                                                                    2007
                                                                   -------
     Future income tax assets:
       Net operating loss (from inception to June 30, 2007)        $ 6,409
       Statutory tax rate (combined federal and state)                  34%
                                                                   -------
       Non-capital tax loss                                          2,179
       Valuation allowance                                          (2,179)
                                                                   -------
                                                                   $    --
                                                                   =======

     The potential  future tax benefits of these losses have not been recognized
     in these financial statements due to uncertainty of their realization. When
     the future  utilization of some portion of the  carryforwards is determined
     not to be "more  likely  than not," a  valuation  allowance  is provided to
     reduce the recorded tax benefits from such assets.

NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS

     None of the following new  pronouncements  has current  application  to the
     Company,  but  will  be  implemented  in  the  Company's  future  financial
     reporting when applicable.

     In May 2005,  the FASB issued SFAS No. 154,  "Accounting  Changes and Error
     Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3."
     This  statement  changes  the  requirements  for  the  accounting  for  and
     reporting  of a change in  accounting  principle.  Previously,  Opinion  20
     required that most voluntary changes in accounting  principle be recognized
     by including in net income of the period of change the cumulative effect of

                                       9
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS (continued)

     changing  to  a  new  principle.   This  statement  requires  retrospective
     application to prior periods' financial statements of changes in accounting
     principle, when practicable.

     In February  2006,  FASB issued  Financial  Accounting  Standards  No. 155,
     "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB
     Statements No. 133 and 140. This Statement  amends FASB Statements No. 133,
     Accounting for Derivative Instruments and Hedging Activities,  and No. 140,
     Accounting   for   Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments of Liabilities. This Statement resolves issues addressed in
     Statement 133 Implementation Issue No. D1, "Application of Statement 133 to
     Beneficial  Interests  in  Securitized   Financial  Assets."  SFAS  155  is
     effective  for all  financial  instruments  acquired  or  issued  after the
     beginning of an entity's first fiscal year that begins after  September 15,
     2006.

     In  March  2006,  FASB  issued  Financial  Accounting  Standards  No.  156,
     "Accounting  for  Servicing  of  Financial  Assets - an  amendment  of FASB
     Statement  No.  140."  This  Statement   amends  FASB  Statement  No.  140,
     Accounting   for   Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments  of  Liabilities,   with  respect  to  the  accounting  for
     separately recognized servicing assets and servicing liabilities.  SFAS 156
     is effective in the first fiscal year that begins after September 15, 2006.

     In September  2006,  FASB issued  Financial  Accounting  Standards No. 157,
     "Fair Value Measurements." This Statement defines fair value, establishes a
     framework  for  measuring  fair  value  in  generally  accepted  accounting
     principles (GAAP), and expands  disclosures about fair value  measurements.
     This Statement applies under other accounting  pronouncements  that require
     or permit fair value measurements, the Board having previously concluded in
     those accounting pronouncements that fair value is the relevant measurement
     attribute.  Accordingly, this Statement does not require any new fair value
     measurements. However, for some entities, the application of this Statement
     will change  current  practice.  SFAS 157 is  effective in the first fiscal
     year that begins after November 15, 2007.

     In September  2006,  FASB issued  Financial  Accounting  Standards No. 158,
     "Employers' Accounting for Defined Benefit Pension and Other Postretirement
     Plans - an amendment of FASB  Statements No. 87, 88, 106, and 132(R)." This
     Statement  improves  financial   reporting  by  requiring  an  employer  to
     recognize  the  overfunded  or  underfunded  status  of a  defined  benefit
     postretirement  plan  (other  than a  multiemployer  plan)  as an  asset or
     liability in its statement of financial  position and to recognize  changes
     in that  funded  status  in the year in which  the  changes  occur  through
     comprehensive  income of a business entity or changes in  unrestricted  net
     assets of a  not-for-profit  organization.  This  Statement  also  improves
     financial  reporting by requiring an employer to measure the funded  status
     of a plan as of the date of its year-end  statement of financial  position,
     with limited exceptions.  SFAS 158 is effective.  An employer with publicly
     traded  equity  securities  is required to initially  recognize  the funded

                                       10
<PAGE>
                                 CASTILLO, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS (continued)

     status of a defined benefit postretirement plan and to provide the required
     disclosures  as of the end of the first fiscal year ending  after  December
     15, 2006.

     In February 2007, FASB issued Financial  Accounting Standards No. 159, "The
     Fair Value Option for Financial Assets and Financial Liabilities--Including
     an amendment of FASB Statement No. 115." This Statement permits entities to
     choose to measure many  financial  instruments  and certain  other items at
     fair value.  The objective is to improve  financial  reporting by providing
     entities with the opportunity to mitigate  volatility in reported  earnings
     caused by measuring  related  assets and  liabilities  differently  without
     having to apply  complex hedge  accounting  provisions.  This  Statement is
     expected to expand the use of fair value  measurement,  which is consistent
     with the  Board's  long-term  measurement  objectives  for  accounting  for
     financial  instruments.  SFAS 159 is  effective  as of the  beginning of an
     entity's first fiscal year that begins after November 15, 2007.

NOTE 7 - RELATED PARTY TRANSACTIONS

     While the company was seeking  additional  capital,  Ms. Ochoa has advanced
     funds to the company to pay for any costs  incurred by it.  These funds are
     interest free. The balance due Ms. Ochoa was $ 2,145 on June 30, 2007.

NOTE 8 - SUBSEQUENT EVENTS

     On July 13, 2007, the SB-2  Registration  Statement filed by the company on
     May 24,  2007  with the  Securities  and  Exchange  Commission  registering
     6,000,000  shares of common  stock for sale,  was declared  effective.  The
     offering  was  completed on July 31, 2007  selling  6,000,000  shares to 36
     un-affiliated investors for total proceeds of $18,000.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

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

We incurred operating expenses of $6,334 for the three-month period ended June
30, 2007. These expenses consisted of general and administrative expenses.

At June 30, 2007, we had cash on hand of $2,891. At the same date, our
liabilities were $2,445 consisting of a loan from our president and accrued
expenses.

Cash provided by financing activities from inception though June 30, 2007 was
$9,000 resulting from the sale of our common stock to our director, Emilia
Ochoa, who purchased 3,000,000 shares of our Common Stock at $0.003 per share on
March 13, 2007.

In order to achieve our goals, we needed the funding from the offering of
registered shares pursuant to our SB-2 Registration Statement filed with the SEC
under file number 333-143236 which became effective on July 13, 2007. The
offering was completed on July 31, 2007 selling 6,000,000 shares to 36
un-affiliated investors for total proceeds of $18,000.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2007 was $2,891. In order to implement our business
plan we needed to complete our offering pursuant to our SB-2 registration
statement to raise $18,000. The offering was completed on July 31, 2007. We
currently have plans to hire one additional employee in the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

PLAN OF OPERATION

We have generated no revenues since inception and have incurred $6,409 in
expenses as of June 30, 2007.

The following table provides selected financial data about our company for the
period from the date of incorporation through June 30, 2007.

                                       12
<PAGE>
     Balance Sheet Data:                 6/30/07
     -------------------                 -------
     Cash                                $ 2,891
     Total assets                        $ 5,336
     Total liabilities                   $ 2,745
     Shareholders' equity                $ 2,591

Other than the shares offered pursuant to our Registration Statement, no other
source of capital has been identified or sought. Our director has verbally
agreed to loan the company funds to continue operations, if necessary, prior to
generating revenues from operations, but there is no formal commitment,
arrangement or legal obligation requiring her to advance or loan funds to us. As
of June 30, 2007 our director had loaned the company $2,145 for organizational
costs. The loan is non-interest bearing and has no specific terms of repayment.

Our director determined the most suitable location for our retail store and
negotiated rental terms which commenced on the 1st day of June, 2007. The
determination of the suitability of the retail site was made primarily on the
following three factors: location, price and "move-in" ready condition. We will
be utilizing primarily free-standing merchandise displays for cost-efficiency so
the space needed to be open but also have an office area and workspace with
storage.

During the first year of operations, now that we have found our required
investment capital, we will apply to get our common stock listed on a national
exchange, make the necessary improvements to our rental property, source the
required inventory and supplies, and commence with production of our products to
sell to the public.

We estimate that we will not be able to generate significant revenues from sales
within the first year.

PROPOSED MILESTONES TO IMPLEMENT OUR PLAN OF OPERATIONS:

Our director has outlined the following milestones for our business plan. The
projected milestones are approximations only, and are subject to cost and
timetable adjustments based upon the requirements of the business.

MONTHS 1-6:

The majority of management's time has been spent securing the necessary funding
from the offering to implement the proposed business plan. She is also utilizing
this time designing the labels and packaging for our proprietary products,
researching various distributors of perfumes, body products and scent
formulations, as well as determining the layout and design of the retail space.
The cost of the rental property is $300 per month, with an initial outlay of
$300 as a security deposit. Officer salary will begin in September 2007 at $500
per month.

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MONTHS 7-9:

We will begin preparing the property for opening. We plan to utilize neutral
color paint and fixtures with clear glass display shelving and wall mirror
placement that will showcase the products and allow us to change out color
schemes with relative ease. The color-coordinated packaging of our products as
well as the fresh flower arrangements will be the focus of the space. Our
director is aware of three companies in the Tijuana and San Diego area who
specialize in refurbished or "gently used" retail merchandizing displays and
will attempt to purchase as many of the required displays from one of them as it
will lower set-up costs significantly from having to purchase new. We estimate
the following costs for this time period:

     Rental payments of $900
     Property improvements (paint, fixtures, etc.) $1,000
     Merchandizing displays $3,000
     Officer Salary $1,500

MONTHS 10-11:

We will begin purchasing our retail inventory and also complete the formulation
of our proprietary products. Labels and packaging will be completed and gift
baskets will be designed and assembled. Final finishes will be completed on our
store set-up. We will contract with an outside vendor to provide the fresh
flowers we will have for purchase. Our director will decide on the best
marketing and advertising plan which could include grand opening
flyers/brochures, newspaper advertising, or possibly placement of some of our
gift baskets or brochures in other retail establishments such as spas, salons or
hotels in the area. We estimate the following costs for this time period:

     Rental payments of $600
     Inventory & Supplies $5,000
     Officer Salary $1,000

MONTH 12:

During the first two weeks we intend to conduct interviews with potential staff
and hire one person to assist our director with our store opening. We will begin
our marketing and advertising efforts and have our grand opening.

     Rental payment $300
     Advertising $750
     Supplies $350
     Staff Salary $500
     Officer Salary $500

Total estimated costs for opening our first retail location is $16,900. We have
also reserved $1,100 which includes $600 for two months rent payment and $500
for staff salary of one month after our opening as we realize that immediate
sales may not cover all of our expenses. Our director has also agreed to loan

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the company funds in the event we have a shortfall in operating capital in our
start-up phase. Once revenues are sufficient we may consider hiring additional
staff to assist our director and one employee.

CRITICAL ACCOUNTING POLICIES

The un-audited financial statements as of June 30, 2007 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our March 31, 2007 audited financial statements and notes
thereto, which can be found in our Form SB-2 Registration Statement on the SEC
website at www.sec.gov under our SEC File Number 333-143236.

Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement.

The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:

BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles applicable to development stage enterprises.

FISCAL PERIODS

The Company's fiscal year end is December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

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<PAGE>
CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks, money market funds, and
certificates of term deposits with maturities of less than three months from
inception, which are readily convertible to known amounts of cash and which, in
the opinion of management, are subject to an insignificant risk of loss in
value. The Company had $2,891 in cash and cash equivalents at June 30, 2007.

START-UP COSTS

In accordance with the American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities", the
Company expenses all costs incurred in connection with the start-up and
organization of the Company.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company has adopted Statement of Financial Accounting Standards ("SFAS")
Number 119, "Disclosure About Derivative Financial Instruments and Fair Value of
Financial Instruments." The carrying amount of accrued liabilities approximates
its fair value because of the short maturity of this item. Certain fair value
estimates may be subject to and involve, uncertainties and matters of
significant judgment, and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. The Company
does not hold or issue financial instruments for trading purposes, nor does it
utilize derivative instruments in the management of its foreign exchange,
commodity price or interest rate market risks.

SEGMENTED REPORTING

SFAS Number 131, "Disclosure About Segments of an Enterprise and Related
Information", changed the way public companies report information about segments
of their business in their quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and services an entity
provides, the material countries in which it holds assets and reports revenues
and its major customers. The company plans to open and operate its retail
establishments in Mexico.

FEDERAL INCOME TAXES

Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with SFAS Number 109, "Accounting for Income
Taxes", which requires the use of the asset/liability method of accounting for
income taxes. Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax loss and credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The Company provides for deferred taxes for the

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<PAGE>
estimated future tax effects attributable to temporary differences and
carryforwards when realization is more likely than not.

EARNINGS (LOSS) PER SHARE

The Company has adopted Financial Accounting Standards Board ("FASB") Statement
Number 128, "Earnings per Share," ("EPS") which requires presentation of basic
and diluted EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. In the accompanying financial statements, basic
earnings (loss) per share is computed by dividing net income/loss by the
weighted average number of shares of common stock outstanding during the period.

FOREIGN CURRENCY TRANSACTIONS

The Company's functional currency will be the Mexican Peso. The Company's
reporting currency is the U.S. Dollar. All transactions initiated in Mexican
Pesos are translated to U.S. Dollars in accordance with SFAS No. 52 "Foreign
Currency Translation" as follows:

     a.   Monetary assets and liabilities at the rate of exchange in effect at
          the balance sheet date;
     b.   Equity at historical rates; and
     c.   Revenue and expense items at the average rate of exchange prevailing
          during the period.

Adjustments arising from such translations are deferred until realization and
are included as a separate component of stockholders' equity as a component of
comprehensive income or loss. Therefore, translation adjustments are not
included in determining net income (loss) but reported as other comprehensive
income.

For foreign currency transactions, the Company translates these amounts to the
Company's functional currency at the exchange rate effective on the invoice
date. If the exchange rate changes between the time of purchase and the time
actual payment is made, a foreign exchange transaction gain or loss results
which is included in determining net income for the period.

No significant realized exchange gains or losses were recorded from inception
(February 2, 2007) to June 30, 2007.

STOCK-BASED COMPENSATION

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123(R), "Share-Based Payment", which establishes
accounting for equity instruments exchanged for employee services. Under the
provisions of SFAS 123(R), stock-based compensation cost is measured at the
grant date, based on the calculated fair value of the award, and is recognized
as an expense over the employees' requisite service period (generally the
vesting period of the equity grant). The Company accounts for share-based

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payments to non-employees, in accordance with SFAS 123 (as originally issued)
and Emerging Issues Task force Issue No 96-18, "Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services".

COMPREHENSIVE INCOME (LOSS)

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. For the period ended June 30, 2007, the
Company had no items of other comprehensive income. Therefore, net loss equals
comprehensive loss for the period ended June 30, 2007.

REVENUE RECOGNITION

The Company recognizes revenue from the sale of products in accordance with the
Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB
104"), "Revenue Recognition in Financial Statements." Revenue will consist of
retail sales income and will be recognized only when all of the following
criteria have been met:

     a.   Evidence of a retail sales ticket exists;
     b.   Delivery has occurred; and
     c.   Revenue is reasonably assured.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

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<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Form SB-2 Registration
Statement, filed under SEC File Number 333-143236, at the SEC website at
www.sec.gov:

  Exhibit No.                          Description
  -----------                          -----------
     3.1       Articles of Incorporation*
     3.2       Bylaws*
     31.1      Certification pursuant to Rule 13a-14(a) under the Securities
               Exchange Act of 1934
     31.2      Certification pursuant to Rule 13a-14(a) under the Securities
               Exchange Act of 1934
     32.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     32.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             Castillo, Inc., Registrant


August 8, 2007               By: /s/ Emilia Ochoa
                                ------------------------------------------------
                                Emilia Ochoa, Director, President,
                                Chief Executive Officer, Chief Financial Officer
                                and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                             Castillo, Inc., Registrant


August 8, 2007               By: /s/ Emilia Ochoa
                                ------------------------------------------------
                                Emilia Ochoa, Director, President,
                                Chief Executive Officer, Chief Financial Officer
                                and Principal Accounting Officer

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