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

                                    FORM 10-Q

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

                     For the Period ended September 30, 2008

                        Commission File Number 333-144287


                                   Rosca, Inc.
             (Exact name of Registrant as specified in its charter)

        Nevada                                                  20-8552192
(State of Incorporation                                 (IRS Employer ID Number)

                            1286 University Ave. #708
                               San Diego, CA 92103
                                 (775) 352-4149
          (Address and telephone number of principal executive offices)

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

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

As of September 30, 2008, 8,500,000 shares of common stock, par value $0.001,
were issued and outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                                  ROSCA, INC.
                         (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                           As of              As of
                                                                       September 30,       December 31,
                                                                           2008               2007
                                                                         --------           --------
                                                                        (Unaudited)
<S>                                                                      <C>                <C>
ASSETS

Current Assets
  Cash                                                                   $  3,743           $ 25,444
                                                                         --------           --------
TOTAL ASSETS                                                             $  3,743           $ 25,444
                                                                         ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Account payable                                                        $    800           $     --
  Loans Payable                                                            25,945             25,945
                                                                         --------           --------
TOTAL LIABILITIES                                                          26,745             25,945
                                                                         --------           --------

STOCKHOLDERS' EQUITY
  Common Stock $.0.001 par value; 75,000,000 shares authorized;
   8,500,000 issued & outstanding at September 30, 2008
   and December 31, 2007                                                    8,500              8,500
  Additional Paid in Capital                                               21,500             21,500
  Deficit Accumulated                                                     (53,002)           (30,501)
                                                                         --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                (23,002)              (501)
                                                                         --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $  3,743             25,444
                                                                         ========           ========
</TABLE>


 The accompanying footnotes are an integral part of these financial statements

                                       2
<PAGE>
                                  ROSCA, INC.
                         (A Development Stage Company)
                      Statement of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    For the Period
                              Three months     Three months      Nine months     For the Period       Inception
                                 ended            ended            ended        February 21,2007   February 21,2007
                              September 30,    September 30,    September 30,     September 30,      September 30,
                                  2008             2007             2008              2007               2008
                               ----------       ----------       ----------        ----------         ----------
<S>                            <C>              <C>              <C>               <C>                <C>
REVENUES
  Revenues                     $       --       $       --       $       --        $       --         $       --
                               ----------       ----------       ----------        ----------         ----------
TOTAL REVENUES                         --               --               --                --                 --
                               ----------       ----------       ----------        ----------         ----------

OPERATING EXPENSE
  Administrative Expense            6,035            4,951           22,501            12,889             53,002
                               ----------       ----------       ----------        ----------         ----------

NET (LOSS)                     $   (6,035)      $   (4,951)      $  (22,501)       $  (12,889)        $  (53,002)
                               ==========       ==========       ==========        ==========         ==========

Basic and diluted
 earnings per share            $    (0.00)      $    (0.00)      $    (0.00)       $    (0.00)
                               ==========       ==========       ==========        ==========

Weighted average number of
common shares outstanding       8,500,000        5,467,391        8,500,000         3,995,495
                               ==========       ==========       ==========        ==========
</TABLE>


 The accompanying footnotes are an integral part of these financial statements

                                       3
<PAGE>
                                  ROSCA, INC.
                         (A Development Stage Company)
                 Statements of Changes in Shareholders' Equity
        For the Period from February 21, 2007 through September 30, 2008

<TABLE>
<CAPTION>
                                                                   Common       Additional
                                                   Common          Stock         Paid-in          Deficit
                                                   Stock           Amount        Capital        Accumulated        Total
                                                   -----           ------        -------        -----------        -----
<S>                                                 <C>            <C>            <C>             <C>             <C>
Stock issued for cash on March 26, 2007           4,000,000      $    4,000     $    8,000      $       --      $   12,000
Stock issued for cash on August 31,2007           4,500,000           4,500         13,500                          18,000
Net loss through  December 31, 2007                                                                (30,501)        (30,501)
                                                 ----------      ----------     ----------      ----------      ----------
Balance December 31, 2007                         8,500,000           8,500         21,500         (30,501)           (501)
                                                 ----------      ----------     ----------      ----------      ----------
Net loss Jan 1, 2008-September 30, 2008                                                            (22,501)        (21,701)
                                                 ----------      ----------     ----------      ----------      ----------

Balance September 30, 2008 (Unaudited)            8,500,000      $    8,500     $   21,500      $  (53,002)     $  (22,202)
                                                 ==========      ==========     ==========      ==========      ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                                  ROSCA, INC.
                         (A Development Stage Company)
                      Statement of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                    For the Period
                                                  Three months    Three months    Nine months    For the Period       Inception
                                                     ended           ended          ended       February 21,2007   February 21,2007
                                                  September 30,   September 30,  September 30,    September 30,      September 30,
                                                      2008            2007           2008             2007               2008
                                                    --------        --------       --------         --------           --------
<S>                                                 <C>             <C>            <C>              <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income(loss)                                  $ (6,035)       $  4,951       $(22,501)        $(12,889)          $(53,002)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities;

  Changes in operating assets and liabilities:
     Increased account payable                           800              --            800               --                800
                                                    --------        --------       --------         --------           --------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                 (5,235)          4,951        (21,701)         (12,889)           (52,202)
                                                    --------        --------       --------         --------           --------
CASH FLOW FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY(USED IN)
 INVESTING ACTIVITIES                                     --              --             --               --                 --
                                                    --------        --------       --------         --------           --------
CASH FLOW FROM FINANCING ACTIVITIES
  Loan Payable                                            --          23,800             --           25,945             25,945
  Issuance of common stock                                --           4,500             --            8,500              8,500
  Additional paid-in capital                              --          13,500             --           21,500             21,500
                                                    --------        --------       --------         --------           --------
NET CASH PROVIDED BY(USED IN)
 FINANCING ACTIVITIES                                     --          41,800             --           55,945             55,945
                                                    --------        --------       --------         --------           --------

Net increase (decrease) in cash                       (5,235)         36,849        (21,701)          43,056           $  3,743

Cash at beginning of period                            8,978           6,207         25,444               --                 --
                                                    --------        --------       --------         --------           --------
Cash at end of period                               $  3,743        $ 43,056       $  3,743         $ 43,056           $  3,743
                                                    ========        ========       ========         ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


 The accompanying footnotes are an integral part of these financial statements

                                       5
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2008


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     Rosca,  Inc. (the  "Company")  was  incorporated  in the State of Nevada on
     February 21, 2007. The Company is a development  stage company that intends
     to operate Tequilerias.  The Company's activities to date have been limited
     to its formation, the preparation of the business plan and raising capital.

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 $3,743 in cash and cash  equivalents  at
     September 30, 2008.

     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.

                                       6
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2008


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

     G. EARNINGS (LOSS) 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
     February 21, 2007 (inception).

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

     H. RECENT ACCOUNTING PRONOUNCEMENTS

     In March 2008, the Financial  Accounting  Standards  Board ("FASB")  issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 161, DISCLOSURES
     ABOUT DERIVATIVE  INSTRUMENTS AND HEDGING ACTIVITIES,  AN AMENDMENT OF FASB
     STATEMENT   NO.  133  ("SFAS  161").   SFAS  161  expands  the   disclosure
     requirements in Statement 133 about an entity's derivative  instruments and
     hedging activities.  SFAS 161 is effective for financial  statements issued
     for fiscal years and interim periods  beginning after November 15, 2008. We
     are currently evaluating the impact of adopting FAS 161.

                                       7
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2008


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
     CONSOLIDATED  FINANCIAL  STATEMENTS,  AN AMENDMENT OF ARB 51 ("SFAS  160").
     SFAS 160 changes the  accounting  and  reporting  for  minority  interests.
     Minority interests will be recharacterized as noncontrolling  interests and
     will be  reported  as a  component  of equity  separate  from the  parent's
     equity,  and purchases or sales of equity interests that do not result in a
     change  in  control  will  be  accounted  for as  equity  transactions.  In
     addition,  net income  attributable to the noncontrolling  interest will be
     included in consolidated net income on the face of the income statement and
     upon a loss  of  control,  the  interest  sold,  as  well  as any  interest
     retained,  will be recorded at fair value with any gain or loss  recognized
     in earnings.  SFAS 160 is effective  for  financial  statements  issued for
     fiscal years  beginning after December 15, 2008, and interim periods within
     those  fiscal   years,   except  for  the   presentation   and   disclosure
     requirements, which will apply retrospectively. We are currently evaluating
     the impact of adopting FAS 160 on our  consolidated  results of  operations
     and financial condition.

     In December  2007,  the FASB issued SFAS No. 141 (Revised  2007),  BUSINESS
     COMBINATIONS  ("SFAS  141R").  SFAS 141R  replaces  SFAS No. 141. SFAS 141R
     retains the purchase method of accounting for acquisitions,  but requires a
     number of changes,  including changes in the way assets and liabilities are
     recognized  in  the  purchase  accounting.   SFAS  141R  also  changes  the
     recognition  of  assets  acquired  and  liabilities  assumed  arising  from
     contingencies,  requires  the  capitalization  of  in-process  research and
     development    at   fair   value,    and   requires   the    expensing   of
     acquisition-related  costs as incurred. SFAS 141R is effective for business
     combinations for which the acquisition date is on or after the beginning of
     the first annual  reporting period beginning on or after December 15, 2008.
     We will apply SFAS 141R prospectively to business combinations completed on
     or after that date.  There will be no impact  upon  adoption to our current
     consolidated results of operations and financial condition.

     In September  2006,  the FASB issued SFAS No. 157, FAIR VALUE  MEASUREMENTS
     ("SFAS  157").  SFAS 157 defines fair value,  establishes  a framework  for
     measuring   fair   value,   and  expands   disclosures   about  fair  value
     measurements.  SFAS 157 does not require  any new fair value  measurements,
     but rather  eliminates  inconsistencies  in guidance found in various prior
     accounting pronouncements. SFAS 157 is effective for fiscal years beginning
     after  November 15, 2007,  with the  exception  of the  application  of the
     statement to the  determination  of fair value of  nonfinancial  assets and
     liabilities that are recognized or disclosed on a nonrecurring basis, which
     is effective for fiscal years beginning after November 15, 2008.

                                       8
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2008


NOTE 3 - CAPITAL STOCK

     A) AUTHORIZED STOCK:

     The Company has  authorized  75,000,000  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  21, 2007) to September 30, 2008,
     the Company issued 8,500,000 common shares. 4,000,000 shares were issued at
     $0.003 per share for total proceeds of $12,000. These shares were issued to
     the director and officer of the  Company.  4,500,000  shares were issued at
     $0.004 per share for total  proceeds of $18,000  pursuant to the  company's
     SB-2  Registration  Statement  filed with the U.S.  Securities and Exchange
     Commission  which became effective on July 25, 2007. The shares were issued
     to 45 unaffiliated  shareholders.  The offering was completed on August 31,
     2007.

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.  At September 30, 2008,  the Company has an accumulated
     deficit of $53,002, cash in the amount of $3,743 and has earned no revenues
     since  inception.  The Company  intends to fund  operations  through equity
     financing   arrangements   until  it  realizes   revenues,   which  may  be
     insufficient  to fund its capital  expenditures,  working capital and other
     cash requirements.

     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.

                                       9
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2008


NOTE 5 - INCOME TAXES

     The Company has incurred  operating losses of $53,002,  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 deferred tax assets are as follows:

                                                                   September 30,
                                                                       2008
                                                                     --------
     Deferred tax assets:
       Net operating loss (from inception to September 30, 2008)     $ 53,002
       Statutory tax rate (combined federal and state)                     34%
                                                                     --------
       Deferred tax assets                                             18,021
       Valuation allowance                                            (18,021)
                                                                     --------
                                                                     $     --
                                                                     ========

     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 - RELATED PARTY TRANSACTIONS

     The  director of the company has  advanced  funds to the company to pay for
     organizational costs and operating expenses.  The loan is interest free and
     has no specific  terms of repayment.  The balance due to Mr.  Mancillas was
     $25,945 on September 30, 2008.

     There is no  management  contract  in place  between  the  Company  and Mr.
     Mancillas.  However,  he  receives  a  monthly  fee of $400 for  management
     services. The Company has an account payable of $800 to him as of September
     30, 2008.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Statements contained herein which are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. We caution investors that any forward-looking statements
made by us are not guarantees of future performance and actual results may
differ materially from those in the forward-looking statements. Such risks and
uncertainties include, without limitation: established competitors who have
substantially greater financial resources and operating histories, regulatory
delays or denials, ability to compete as a start-up company in a highly
competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-Q.
Except for the historical information contained herein, the discussion in this
Form 10-Q contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. The actual results could differ materially from those
discussed here.

OVERVIEW OF OUR BUSINESS

Since our inception, our business plan has been to operate tequila bars located
in major tourist locations on the east and west coasts of Mexico. Our plan
focused on beginning operations with our first tequila bar location in the
western state of Baja, Mexico at Cabo San Lucas. We chose to open our first site
in Cabo San Lucas because it is one of Mexico's fastest growing popular tourist
cities. The reality of a world-wide financial slowdown and recessionary economic
trends have forced us to dramatically slow down our operating plans and postpone
our initial tequila bar opening until next year (2009).

We estimate that we will not be able to generate significant revenues from sales
during the next twelve months. In order to achieve our business plan goals, we
will need to generate additional funding. At this time in the financial markets
there has been a major reduction in investor and lender willingness to provide
capital to new businesses throughout the world. Our efforts to seek additional
funding this year have encountered high levels of resistance to our inquiries
for new sources of cash flows. We realize we must generate new sources of
funding in addition to that provided by our director. We intend to continue our
efforts to find new sources of capital funding over the next twelve months.

If we do secure additional funding, our plan is to locate and secure a lease
site for our first proposed tequila bar business next year. We estimate we need
a leased site of approximately 800 square feet at a cost of approximately $350
per month. With proper funding we plan to remodel the rental site and purchase
furniture and equipment at estimated cost of $2,800. Our initial purchase of
liquor inventory is estimated at $2,000 and food inventory at estimated $800. We
will need to secure our first liquor license at an estimated cost of $500. We
plan to hire one bartender and one assistant at $600 per month. Our director has
loaned and has committed verbally to continue to loan our company funds in order
to maintain operating capital in our start-up phase. We are now seeking outside
sources of capital in order to open our retail tequila bar business. While we
seek additional funding, we will continue advance our business plan at a slower
pace and remain current in our corporate filings and obligations while financial
resources are available. We are seeking additional capital through possible
sales of our equity securities or through loans from banks or third parties to
continue our business plan.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at September 30, 2008 was $3,743. We believe our existing cash
balance plus loans from our director and possible additional funding from the
sale of our equity securities or outside loan sources will be sufficient to fund
our operations for the next twelve months during our development stage. Our

                                       11
<PAGE>
director has agreed to loan the company funds on a month by month basis as
needed. In the event our director does not provide such funding and we are
unable to secure additional funding, our business will likely fail, cease
operations, and investors will likely lose their money. We are a development
stage company and have generated no revenue to date. We have sold $30,000 in
equity securities to pay for our operations.

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $53,002 in
expenses from inception (February 21, 2007) through September 30, 2008. For the
three month periods ended September 30, 2008 and 2007 we incurred $6,035 and
$4,951 in expenses. These costs consisted of general and administrative
expenses.

The following table provides selected financial data about our company for the
period ended September 30, 2008.

                    Balance Sheet Data:            9/30/08
                    -------------------            -------
                    Cash                          $  3,743
                    Total assets                  $  3,743
                    Total liabilities             $ 26,745
                    Shareholders' equity          $(23,002)

From inception of the Company (February 21, 2007) to September 30, 2008, the
Company issued 8,500,000 common shares. 4,000,000 shares were issued at $0.003
per share for total proceeds of $12,000. These shares were issued to the
director and officer of the Company. 4,500,000 shares were issued at $0.004 per
share for total proceeds of $18,000 pursuant to the company's SB-2 Registration
Statement filed with the U.S. Securities and Exchange Commission which became
effective on July 25, 2007. The shares were issued to 45 unaffiliated
shareholders. The offering was completed on August 31, 2007.

We have been unable to maintain or increase our cash balance this year. We will
need additional funds which we plan to raise through sales of our equity
securities and possibly loans from banks or third parties to continue our
business plan. No assurances can be given that we will be able to raise
additional funds to satisfy our financial requirements. At some point, even with
reduced operations, we may determine we our business operations will cease due
to a lack of financial resources. We may seek other potential business
opportunities that might be available to us. There are no assurances that we
will be successful in finding other business opportunities, or that we will have
financial resources required to secure any other possible business
opportunities.

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.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
September 30, 2008. The term disclosure controls and procedures means our
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management, including our principal executive and principal financial officer,

                                       12
<PAGE>
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, our principal
executive officer and our principal financial officer concluded that, as of
September 30, 2008, our disclosure controls and procedures were effective at a
reasonable assurance level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting
during the fiscal quarter ended September 30, 2008 that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risks to our business described in
our Annual Report on Form 10-K for the year ended December 31, 2007 filed with
the SEC on February 19, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

 No.                                    Description
 ---                                    -----------

31.1     Certification of Chief Executive Officer required by Rule 13a-14(a) or
         Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of Chief Financial Officer required by Rule 13a-14(a) or
         Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C. 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 the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

        Signature                          Title                          Date
        ---------                          -----                          ----


/s/ Christian Mancillas          President, Secretary, Treasurer,       11/03/08
-----------------------------    Chief Executive Officer, Chief
                                 Financial Officer and Sole Director



/s/ Christian Mancillas          Chief Financial Officer & Principal    11/03/08
-----------------------------    Accounting Officer

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