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 September 30, 2007

                        Commission File Number 333-144287


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

<TABLE>
<CAPTION>
<S>                                             <C>                          <C>
           Nevada                               5810                         20-8552192
  (State or jurisdiction of         (Primary Standard Industrial          (I.R.S. Employee
incorporation or organization)       Classification Code Number)         Identification No.)
</TABLE>

1286 University Ave. #708, San Diego, CA 92103              775-352-4149
    (Address of principal executive offices)     (Registrant's telephone number,
                                                       including area code)

                                                       With copies to:
  Christian Mancillas, CEO                  Jill Arlene Robbins, Attorney at Law
  1286 University Ave. #708                         1224 Washington Ave.
    San Diego, CA 92103                         Miami Beach, Florida 33139
    Phone: 775-352-4149                         Telephone: (305) 531-1174
     Fax: 775-981-9119                             Fax: (305) 531-1274
(Name, address and telephone
 number of agent for service)

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 8,500,000 shares of Common Stock outstanding as of September 30,
2007.

<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                           Chang G. Park, CPA, Ph. D.
             * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 *
       * TELEPHONE (858)722-5953 * FAX (858) 408-2695 * FAX (858) 764-5480
                        * E-MAIL changgpark@gmail.com *


             Report of Independent Registered Public Accounting Firm

To the Board of Directors of
Rosca, Inc.
(A Development Stage Company)

We have reviewed the  accompanying  balance sheet of Rosca,  Inc. (A Development
Stage  "Company")  as of  September  30,  2007,  and the related  statements  of
operation,  changes in stockholders'  equity  (deficit),  and cash flows for the
three  months and six months  ended  September  30, 2007 and for the period from
February  21, 2007  (inception)  through  September  30, 2007.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards  of the  Public  Company  Accounting  Oversight  Board,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be  made  to the  financial  statements  referred  to  above  for  them to be in
conformity with generally accepted accounting principles.

The  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 losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang G. Park
----------------------------
Chang G. Park, CPA

October 18, 2007
Chula Vista, California


        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                       2
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                            Balance Sheet (unaudited)

                                                                   As of Sep 30,
                                                                       2007
                                                                     --------
ASSETS

CURRENT ASSETS
  Cash                                                               $ 43,056
                                                                     --------
TOTAL CURRENT ASSETS                                                   43,056
                                                                     --------

TOTAL ASSETS                                                         $ 43,056
                                                                     ========

CURRENT LIABILITIES
  Loan from director                                                 $ 25,945
                                                                     --------
TOTAL CURRENT LIABILITIES                                              25,945
                                                                     --------

TOTAL LIABILITIES                                                      25,945
                                                                     --------

STOCKHOLDERS' EQUITY
  Common stock $0.001 par value, 75,000,000 shares authorized:
   8,500,000 shares issued and outstanding at Sep 30, 2007              8,500
  Additional paid-in capital                                           21,500
  Deficit accumulated                                                 (12,889)
                                                                     --------
TOTAL STOCKHOLDERS' EQUITY                                           $ 17,111
                                                                     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 43,056
                                                                     ========


                  See Notes to Financial Statements

                                       3
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                       Statement of Operations (unaudited)

<TABLE>
<CAPTION>
                                                                                              For the period
                                          For the three months     For the six months         from Inception
                                                ended                    ended            (February 21, 2007) to
                                             Sep 30, 2007             Sep 30, 2007             Sep 30, 2007
                                             ------------             ------------             ------------
<S>                                           <C>                      <C>                      <C>
REVENUES
  Revenues                                    $       --               $       --               $       --
                                              ----------               ----------               ----------
TOTAL REVENUES                                        --                       --                       --

OPERATING EXPENSE
  Administrative Expense                           4,951                   10,674                   12,889
                                              ----------               ----------               ----------

NET (LOSS)                                    $   (4,951)              $  (10,674)              $  (12,889)
                                              ==========               ==========               ==========

Basic and diluted earnings per share          $    (0.00)              $    (0.00)
                                              ==========               ==========
Weighted average number of
 common shares outstanding                     5,516,304                4,766,484
                                              ==========               ==========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
            Statements of Changes in Stockholders' Equity (unaudited)
           For the period from February 21, 2007 through Sep 30, 2007

<TABLE>
<CAPTION>
                                                               Common      Additional
                                                Common         Stock        Paid-in       Deficit
                                                Stock          Amount       Capital     Accummulated      Total
                                                -----          ------       -------     ------------      -----
<S>                                          <C>             <C>           <C>          <C>            <C>
Stock issued for cash on March 26, 2007       4,000,000       $ 4,000       $ 8,000      $     --       $ 12,000

Net loss June 30, 2007                                                                     (7,938)        (7,938)
                                             ----------       -------       -------      --------       --------

Balance June 30, 2007                         4,000,000         4,000         8,000        (7,938)         4,062
                                             ----------       -------       -------      --------       --------

Stock issued for cash on Aug 31, 2007         4,500,000         4,500        13,500                       18,000

Net loss Sep 30, 2007                                                                      (4,951)        (4,951)
                                             ----------       -------       -------      --------       --------

Balance Sep 30, 2007                          8,500,000       $ 8,500       $21,500      $(12,889)      $ 17,111
                                             ==========       =======       =======      ========       ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                       Statement of Cash Flows (unaudited)


<TABLE>
<CAPTION>
                                                                                                        For the period
                                                    For the three months     For the six months         from Inception
                                                          ended                    ended            (February 21, 2007) to
                                                       Sep 30, 2007             Sep 30, 2007             Sep 30, 2007
                                                       ------------             ------------             ------------
<S>                                                     <C>                      <C>                      <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                                      $ (4,951)                $(10,674)                $(12,889)
  Changes in operating assets & liabilities                    --                       --                       --
                                                         --------                 --------                 --------
Total cash used in operating activities                    (4,951)                 (10,674)                 (12,889)

CASH FLOW FROM INVESTING ACTIVITIES

Net cash provided by (used in) investing activities            --                       --                       --

CASH FLOW FROM FINANCING ACTIVITIES
  Loan from director                                       23,800                   23,800                   25,945
  Issuance of Common Stock                                 18,000                   18,000                   30,000
                                                         --------                 --------                 --------
Total cash provided by financing activities                41,800                   41,800                   55,945
                                                         --------                 --------                 --------

Net increase in cash                                       36,849                   31,126                   43,056

Cash at beginning of period                                 6,207                   11,930                       --
                                                         --------                 --------                 --------
Cash at end of period                                    $ 43,056                 $ 43,056                 $ 43,056
                                                         ========                 ========                 ========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid during period for interest                   $     --                 $     --                 $     --
                                                         ========                 ========                 ========

  Cash paid during period for taxes                      $     --                 $     --                 $     --
                                                         ========                 ========                 ========
</TABLE>


                        See Notes to Financial Statements

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


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
and the  preparation  of the business  plan.  Management has devoted most of its
time to  selling  4,500,000  shares of common  stock  registered  pursuant  to a
Registration  Statement  on Form SB-2 filed  with the  Securities  and  Exchange
Commission.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 $43,056 in cash and cash  equivalents  at September  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.

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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 25, 2005 (inception).

Basic net  earnings  (loss) per share  amounts are  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.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
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.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements".  The adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial statements.

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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors.  SAB No. 108 is  effective  for fiscal  years ending after
November 15, 2006.  The Company is currently  evaluating  the impact of adopting
SAB No.  108 but does not  expect  that it will  have a  material  effect on its
financial statements.

In September  2006,  the FASB issued SFAS 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  requires  employers to
recognize  the   overfunded  or   underfunded   status  of  a  defined   benefit
post-retirement  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  requires 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.  The  provisions  of SFAS No. 158 are  effective  for
employers  with publicly  traded  equity  securities as of the end of the fiscal
year ending  after  December 15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's future reported financial position or results of operations.

In June 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation   No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes,  an
interpretation  of FASB Statements No. 109". FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition  threshold and
second,  measuring  that tax position to  determine  the amount of benefit to be
recognized  in  the  financial  tatements.  FIN  48  provides  guidance  on  the
presentation  of such  positions  within a  classified  statement  of  financial
position as well as on  de-recognition,  interest and  penalties,  accounting in
interim  periods,  disclosure,  and  transition.  FIN 48 is effective for fiscal
years  beginning  after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

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


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amends  SFAS No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.

NOTE 3. CAPITAL STOCK

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.

SHARE ISSUANCE:

From  inception of the Company  (February 21, 2007) to September  30, 2007,  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.

                                       10
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 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, 2007, the Company has an accumulated  deficit of $12,889,  cash in
the amount of $43,056 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.

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 $12,889,  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.

                                                                     As of
                                                              September 30, 2007
                                                              ------------------
Deferred tax assets:
Net operating loss (from inception to September 30, 2007)          $ 12,889
Statutory tax rate (combined federal and state)                          34%
Deferred tax assets                                                   4,382
Valuation allowance                                                  (4,382)
                                                                   --------
                                                                   $      0
                                                                   ========

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, 2007.

                                       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 $4,951 for the three-month period ended
September 30, 2007. These expenses consisted of general and administrative
expenses.

At September 30, 2007, we had cash on hand of $43,056. At the same date, our
liabilities were $25,945 consisting of a loan from our director.

Cash provided by financing activities from inception though September 30, 2007
was $55,945. This consisted of $12,000 resulting from the sale of our common
stock to our director, Christian Mancillas, who purchased 4,000,000 shares of
our Common Stock at $0.003 per share on April 4, 2007, $18,000 resulting from
the sale of our common stock to 45 un-affiliated investors who purchased
4,500,000 shares of our Common Stock at $0.004 and a loan from our director in
the amount of $25,945.

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 September 30, 2007 was $43,056. 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 August
31, 2007.

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 $12,889 in
expenses as of September 30, 2007.

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

                                       12
<PAGE>
                   Balance Sheet Data:                9/30/07
                   -------------------                -------

                   Cash                               $43,056
                   Total assets                       $43,056
                   Total liabilities                  $25,945
                   Shareholders' equity               $17,111

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 him to advance or loan funds to us. As
of September 30, 2007 our director had loaned the company $26,145 for
organizational costs, liquor license costs and operating funds. The company has
repaid $200 on the loan as of September 30, 2007. The loan is non-interest
bearing and has no specific terms of repayment.

We will start operations by leasing our first tequila bar site of approximately
800 square feet in Cabo San Lucas, Mexico. We plan to open our first site in
Cabo San Lucas based upon it being a growing popular tourist city.

Here's how we intend to allocate the capital raised from our offering:

              Expenditure Item                         Amount
              ----------------                         ------

              Lease & Deposit                           3,500
              Labor Costs                               3,600
              Officer/Director/Manager                  4,800
              Lease Improvements                        2,800
              Liquor & Food Inventory                   2,800
              Liquor License Application Fee              500
                                                      -------

              TOTAL                                   $18,000
                                                      =======

During the first year of operations, we have concentrated on finding the
required investment capital, and will now apply to get our common stock listed
on a national exchange, locate our first retail store site, make the necessary
improvements, source the required inventory, and commence with our planned
retail sales to the public.

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

                                       13
<PAGE>
MILESTONES TO IMPLEMENT OUR BUSINESS

Here is an outline of how the 12-month period is planned.

We have raised and received all of the funding from our offering necessary to
implement our business plan. We are paying our director $400 per month for his
services and use of his office space.

FOR THE NEXT THREE MONTHS:

     We will search for a suitable lease site
     Continue to pay our director $400 per month for a total of $1,200.

FOR THE FOLLOWING THREE MONTHS:

     Deposit for retail site, estimated at $350.
     Lease the retail site. Leased site is estimated to be approximately 800
     square feet. $350 per month, total lease cost of $1,050.
     Remodel site and purchase furniture and equipment at estimated cost of
     $2,800
     Purchase liquor inventory at estimated $2,000 and food inventory at
     estimated $800, total cost of $2,800.
     Permits - Apply for liquor license at an estimated cost of $500.
     Look for employees to start work in month 7. Pay our director $400 per
     month for a total of $1,200.

FOR THE FOLLOWING SIX MONTHS:

     Start of employees - two bar staff personnel: one bartender and one
     assistant at $600 per month for a total of $3,600.
     Pay our director $400 per month for a total of $2,400.
     Lease costs for a total of $2,100.

We believe sales will begin to sustain our operations within the 10th through
12th months. Our director has also agreed to loan the company funds in the event
we have a shortfall in operating capital in our start-up phase, in addition to
the $24,000 loan he made in July 2007 to purchase the liquor license and for
operating expenses. Once revenues are sufficient we may consider hiring
additional staff to assist our director.

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<PAGE>
CRITICAL ACCOUNTING POLICIES

The un-audited financial statements as of September 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 May 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
333-144287.

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.

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 $43,056 in cash and cash equivalents at September 30,
2007.

                                       15
<PAGE>
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.

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.

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 25, 2005 (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.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
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. Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities" applies to
all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal

                                       16
<PAGE>
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. The Company is currently evaluating the impact of adopting
SAB No. 108 but does not expect that it will have a material effect on its
financial statements.

In September 2006, the FASB issued SFAS 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 requires employers to
recognize the over-funded or under-funded 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 requires 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. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of operations.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statements No. 109". FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition threshold and
second, measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on de-recognition, interest and penalties, accounting in

                                       17
<PAGE>
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.

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

                                       18
<PAGE>
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.

                           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 333-144287, 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

                                       19
<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.


By: /s/ Christian Mancillas                                     November 5, 2007
   ----------------------------------------
   President and Chairman of the Board


By: /s/ Christian Mancillas                                     November 5, 2007
   ----------------------------------------
   Principal Accounting Officer & Chief Financial 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.

<TABLE>
<CAPTION>
        Signature                                 Title                               Date
        ---------                                 -----                               ----
<S>                              <C>                                              <C>

/s/ Christian Mancillas           President, Secretary, Treasurer, Chief          November 5, 2007
-----------------------------     Executive Officer, Chief Financial
                                  Officer and Sole Director


/s/ Christian Mancillas           Chief Financial Officer & Principal             November 5, 2007
-----------------------------     Accounting Officer
</TABLE>

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