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

                                   FORM 10-QSB

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

                       For the Period ended June 30, 2007
                        Commission File Number 333-144287

                                   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 4,000,000 shares of Common Stock outstanding as of June 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 June 30, 2007, and the related  statements of operation,
changes in stockholders'  equity (deficit),  and cash flows for the three months
ended June 30,  2007 and for the  period  from  February  21,  2007  (inception)
through June 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

September 26, 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
                                                                   June 30, 2007
                                                                   -------------
ASSETS

CURRENT ASSETS
  Cash                                                                $  6,207
                                                                      --------
TOTAL CURRENT ASSETS                                                     6,207
                                                                      --------

TOTAL ASSETS                                                          $  6,207
                                                                      ========

CURRENT LIABILITIES
  Loan from diector                                                   $  2,145
                                                                      --------
TOTAL CURRENT LIABILITIES                                                2,145
                                                                      --------

TOTAL LIABILITIES                                                        2,145
                                                                      --------
STOCKHOLDERS' EQUITY
  Common stock $0.001 par value, 75,000,000 shares authorized:
   4,000,000 shares issued and outstanding as of June 30, 2007           4,000
  Additional paid-in capital                                             8,000
  Deficit accumulated                                                   (7,938)
                                                                      --------
TOTAL STOCKHOLDERS' EQUITY                                            $  4,062
                                                                      --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  6,207
                                                                      ========


                        See Notes to Financial Statements

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


                                           For the               For the period
                                         three months            from Inception
                                            ended              February 21, 2007
                                           June 30,                to June 30,
                                             2007                    2007
                                          -----------             -----------
REVENUES
  Revenues                                $        --             $        --
                                          -----------             -----------
TOTAL REVENUES                            $        --             $        --

OPERATING EXPENSE
  Administrative Expense                        5,723             $     7,938
                                          -----------             -----------

NET (LOSS)                                $    (5,723)            $    (7,938)
                                          ===========             ===========

Basic and diluted earnings per share      $     (0.00)            $     (0.00)
                                          ===========             ===========
Weighted average number of
 common shares outstanding                  4,000,000               2,984,615
                                          ===========             ===========


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


                        See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                               For the              For the period
                                                             three months           from Inception
                                                                ended              February 21, 2007
                                                               June 30,               to June 30,
                                                                 2007                    2007
                                                               --------                --------
<S>                                                            <C>                     <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                                            $ (5,723)               $ (7,938)
  Changes in operating assets & liabilities                          --                      --
                                                               --------                --------
Total cash used in operating activities                          (5,723)                 (7,938)

CASH FLOW FROM INVESTING ACTIVITIES

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

CASH FLOW FROM FINANCING ACTIVITIES
  Loan from director                                                 --                   2,145
  Issuance of Common Stock                                           --                  12,000
                                                               --------                --------
Total cash provided by financing activities                          --                  14,145
                                                               --------                --------

Net increase in cash                                             (5,723)                  6,207

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

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
                                  June 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 is
     currently  devoting 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

     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 $6,207 in cash and cash  equivalents  at
     June 30, 2007.

     E. START-UP COSTS

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

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


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 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.

     H. 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
                                  June 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 an 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  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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     provides guidance on the presentation of such positions within a classified
     statement of financial  position as well as on derecognition,  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.

     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

     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 June 30, 2007,  the
     Company  issued  4,000,000  common  shares  at  $0.003  per share for total
     proceeds of $12,000.  These  shares were issued to the director and officer
     of the Company.

                                       10
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 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 June 30,  2007,  the  Company  has an  accumulated
     deficit of $7,938,  cash in the amount of $6,207 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 $7,938,  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:

                                                                  June 30,
                                                                    2007
                                                                  --------
     Deferred tax assets:
       Net operating loss (from inception to
        June 30, 2007)                                            $  7,938
       Statutory tax rate (combined federal and
        state)                                                          34%
                                                                  --------
       Deferred tax assets                                           2,699
       Valuation allowance                                          (2,699)
                                                                  --------
                                                                  $     --
                                                                  ========

     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.

                                       11
<PAGE>
                                   ROSCA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2007


NOTE 6 - RELATED PARTY TRANSACTIONS

     The  director of the company has  advanced  funds to the company to pay for
     organizational  costs.  The loan is interest free and has no specific terms
     of repayment. The balance due to Mr. Mancillas was $2,145 on June 30, 2007.

NOTE 7 - SUBSEQUENT EVENTS

     The company's SB-2  Registration  Statement filed with the U.S.  Securities
     and Exchange  Commission became effective on July 25, 2007. The offering of
     4,500,000 shares of common stock was completed on August 31, 2007 for total
     proceeds to the company of $18,000.

                                       12
<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 $5,723 for the three-month period ended June
30, 2007. These expenses consisted of general and administrative expenses.

At June 30, 2007, we had cash on hand of $6,207. At the same date, our
liabilities were $2,145 consisting of a loan from our director.

Cash provided by financing activities from inception though June 30, 2007 was
$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.

In order to achieve our goals, we needed the funding from the offering of
registered shares pursuant to our SB-2 Registration Statement filed with the SEC
under file number 333-144287 which became effective on July 25, 2007. The
offering was completed on August 31, 2007 selling 4,500,000 shares to 45
un-affiliated investors for proceeds of $18,000.

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

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2007 was $6,207. 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 $7,938 in
expenses as of June 30, 2007.

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

                                       13
<PAGE>
                 Balance Sheet Data:                 6/30/07
                 -------------------                 -------
                 Cash                                $ 6,207
                 Total assets                        $ 6,207
                 Total liabilities                   $ 2,145
                 Shareholders' equity                $ 4,062

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 June 30, 2007 our director had loaned the company $2,145 for organizational
costs. The loan is non-interest bearing and has no specific terms of repayment.

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. In July 2007
our director loaned us $12,000 to purchase the liquor license and $12,000 for
operating expenses..

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
                                               =======

                                       14
<PAGE>
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.

MILESTONES TO IMPLEMENT OUR BUSINESS

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

MONTHS 1-3:

     Raise Money
     Locate suitable lease site
     Pay our director $400 per month for a total of $1,200.

MONTHS 4-6:

     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.

MONTHS 7-12:

     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 June 30, 2007 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our 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 $6,207 in cash and cash equivalents at June 30, 2007.

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<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

                                       17
<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 an
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
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 derecognition, interest and penalties, accounting in

                                       18
<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

                                       19
<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

                                       20
<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                                   September 26, 2007
   -----------------------------------
   President and Chairman of the Board


By: /s/ Christian Mancillas                                   September 26, 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          September 26, 2007
-----------------------------     Executive Officer, Chief Financial
                                  Officer and Sole Director


/s/ Christian Mancillas           Chief Financial Officer & Principal             September 26, 2007
-----------------------------     Accounting Officer
</TABLE>

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