SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended March 31, 2008





o
           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
File Number: 000-52692





DON
MARCOS TRADING CO.


(Exact
name of small business issuer as specified in its charter)




Florida
            65-0921319(State or other
      jurisdiction of
              incorporation or
      organization)
            (IRS
      Employer
              Identification
      No.)





1850 Southeast
17thStreet,
Suite 300, Ft. Lauderdale, FL  33316


(Address
of principal executive offices)





(954)
356-8111


(Issuer's
telephone number)





N/A


(Former
name, former address and former fiscal year, if changed since last
report)





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




Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.






Large accelerated
      filer    ̈
            Accelerated
      filer                    
       ̈Non-accelerated
      filer      ̈
            Smaller reporting
      company   þ(Do not check if a
      smaller reporting company)




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




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.













INDEX




PageNumberPART
      I - FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements (Unaudited)
              1Condensed
      Balance Sheet – March 31, 2008
              1Condensed
      Statement of Operations –
                For
      the three months ended March 31, 2008 and 2007
              2Condensed
      Statements of Cash Flows –
                For
      the three months ended March 31, 2008 and 2007
              3Condensed
      Notes to Financial Statements
              5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              8Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              12Item
      4.
              Controls
      and Procedures
              12Item
      4T.
              Controls
      and ProceduresPART
      II - OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              13Item
      1A.
              Risk
      FactorsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              13Item
      3.
              Defaults
      Upon Senior Securities
              13Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              13Item
      5.
              Other
      Information
              13Item
      6.
              Exhibits
              13SIGNATURES
              14







PART
I - FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS




DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
BALANCE SHEET
 MARCH
31, 2008
 (UNAUDITED)
  
 ASSETSCURRENT
      ASSETSInventory
              
              $
              8,914TOTAL
      CURRENT ASSETS
              
              $
              8,914LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)CURRENT
      LIABILITIESBank
      overdraft
              
              $
              2,639Accrued
      accounting and legal expenses
              
              
              16,877TOTAL
      CURRENT LIABILITIES
              
              
              19,516STOCKHOLDERS’
      (DEFICIT)Preferred
      stock, no stated valueAuthorized
      10,000,000 sharesIssued
      and outstanding -0- shares
              
              
              -Common
      stock, no par valueAuthorized
      100,000,000 sharesIssued
      and outstanding – 37,100,000 shares
              
              
              187,454Deficit
      accumulated during the development stage
              
              
              ( 198,056
              )TOTAL
      STOCKHOLDERS’ (DEFICIT)
              
              
              ( 10,602
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
              
              $
              8,914
  The
accompanying notes are an integral part of these financial
statements.
 
 1
  DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF OPERATIONS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
 AND
FOR THE PERIOD FROM MAY 11, 1999 TO MARCH 31, 2008
 (UNAUDITED)
 
 
 2008
              
              2007
              
              May
      11, 1999
                (Date
      of Inception) To
                March 31, 2008REVENUES
              
              $
              -
              
              $
              -
              
              $
              -OPERATING
      EXPENSES
              
              
              16,557
              
              
              65,717
              
              
              198,056NET
      (LOSS)
              
              $
              ( 16,557
              )
              $
              ( 65,717
              )
              $
              ( 198,056
              )NET
      (LOSS) PER COMMON SHAREBasic
      and diluted
              
              $
              (0.00
              )
              $
              (0.00
              )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBasic
      and diluted
              
              
              37,100,000
              
              
              32,900,000
  The
accompanying notes are an integral part of these financial
statements
 
 2
  DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
 AND
FOR THE PERIOD FROM MAY 11, 1999 TO MARCH 31, 2008
 (UNAUDITED)
 
 
 2008
              
              
              2007
              
              
              May
      11, 1999
                (Date
      of Inception) To
                March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss)
              
              $
              (16,557
              )
              
              $
              (65,717
              )
              
              $
              (198,056
              )Adjustments
      to reconcile net (loss) to net cash used by operating activities
      :Common
      stock issuedfor
      services
              
              
              -
              
              
              
              -
              
              
              
              3,635Stock
      based compensation
              
              
              -
              
              
              
              45,474
              
              
              
              45,474Changes
      in operating assets and liabilities:Inventory
              
              
              (4,659
              )
              
              
              -
              
              
              
              (8,914
              )Accrued
      accounting and legal expenses
              
              
              7,411
              
              
              
              12,859
              
              
              
              16,877NET
      CASH (USED) BY OPERATING ACTIVITIES
              
              
              ( 13,805
              )
              
              
              ( 7,384
              )
              
              
              ( 140,984
              )CASH
      FLOWS FROM INVESTING ACTIVITIES
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVIITESIssuance
      of common stock for cash
              
              
              -
              
              
              
              82,000
              
              
              
              136,000Bank
      overdraft
              
              
              2,639
              
              
              
              -
              
              
              
              2,639Cash
      contributed by stockholder
              
              
              -
              
              
              
              -
              
              
              
              2,345NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              2,639
              
              
              
              82,000
              
              
              
              140,984NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (11,166
              )
              
              
              74,616
              
              
              
              -CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              11,166
              
              
              
              131
              
              
              
              -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              -
              
              
              $
              74,747
              
              
              $
              -
 
 The
accompanying notes are an integral part of these financial
statements
 
 3
  DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS (CONTINUED)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
 AND
FOR THE PERIOD FROM MAY 11, 1999 TO MARCH 31, 2008
 (UNADUITED)
 
 
 2008
              
              
              2007
              
              
              May
      11, 1999
                (Date
      of Inception)To
                March
      31, 2008SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCASH
      PAID DURING THE YEAR FOR:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -NON-CASH
      INVESTING ACTIVITIESStock-based
      compensation
              
              $
              -
              
              
              $
              45,474
              
              
              $
              45,474Issuance
      of common stock for services
              
              $
              -
              
              
              $
              -
              
              
              $
              3,635
  The
accompanying notes are an integral part of these financial
statements
  4
 
 DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
 
 
 NOTE
1            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Operations
 
 Don
Marcos Trading Co. (“the Company”) is a development stage enterprise
incorporated on May 11, 1999 in the state of Florida. The Company has had no
significant operations since its inception. The Company’s only activities have
been organizational, directed at raising its initial capital and developing its
business plan.
 
 The purpose
of the Company is to be the sole importer and distributor of Don Marcos
coffee.
 
 General
 
 The
interim financial statements of the Company are condensed and do not include
some of the information necessary to obtain a complete understanding of the
financial data.  Management believes that all adjustments necessary
for a fair presentation of results have been included in the unaudited financial
statements for the interim period presented.  Operating results for
the three months ended March 31, 2008 are not necessarily indicative of the
results that may be expected for the year ended December 31,
2008.  Accordingly, your attention is directed to footnote disclosures
found in the December 31, 2007 Annual Report and particularly to Note 1, which
includes a summary of significant accounting policies.
  
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Cash and cash
equivalents
 
 The
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
 
 
 Fair value of financial
instruments
 
 For
certain of the Company’s instruments, including cash and accounts payable and
accrued expenses, the carrying amounts approximate fair value due to their short
maturities.
 
 5
 
 DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
  
 NOTE
1            
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Net (Loss) Per
Share
 
 The
Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net income (loss) per share are
excluded.
 
 Revenue
Recognition
 
 The
Company will recognize revenue from product sales when shipment of product to
the customer has been made, which is when title passes. The Company will
estimate and record provisions for rebates, sales returns and allowances in the
period the sale is recorded. Shipping and handling charges will be included in
gross sales, with the related costs included in selling, general and
administrative expenses. For the three months ended March 31, 2008 and 2007, the
Company had not generated any revenue.
 
 Inventory
 
 Inventory
is stated at the lower of cost (determined by the first-in, first-out method) or
market.  Inventories are adjusted for estimated obsolescence and
written down to net realizable value based upon estimates of future demand,
technology developments, and market conditions.
 
 Stock Based
Compensation
 
 Effective
November 1, 2005, the Company adopted Statement of Financial Accounting
Standards (“SFAS”) No. 123(R), “Share-Based Payment: An Amendment of FASB
Statements No. 123 and 95” using the modified prospective method. Under this
method, compensation cost is recognized on or after the effective date for the
portion of outstanding awards, for which the requisite service has not yet been
rendered, based on the grant date fair value of those awards. For stock-based
awards issued on or after November 1, 2005, the Company recognizes the
compensation cost on a straight-line basis over the requisite service period for
the entire award. Measurement and attribution of compensation cost for awards
that are unvested as of the effective date of SFAS No. 123(R) are based on the
same estimate of the grant-date or modification-date fair value and the same
attribution method used previously under SFAS No. 12.
 
 6
  DON
MARCOS TRADING CO.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
NOTES TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
   Development
Stage Enterprise
 
 The
Company is a development stage enterprise, as defined in Financial Accounting
Standards Board No.7. The Company‘s planned principal operations have not
commenced, and, accordingly, no revenue has been derived during this
period.
 NOTE
2             GOING
CONCERN
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of
business.
 
 The
Company’s development activities since inception have been financially sustained
through stockholder contributions to the Company and issuance of common stock.
The Company may raise additional funding to continue its operations, through
contributions from the current shareholders and stock issuances to other
investors.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to raise additional capital from the sale of common stock and,
ultimately, the achievement of significant operating revenues. The accompanying
financial statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or satisfy its
liabilities.
 NOTE
3             COMMON
STOCK
  The
Company effected a 1:5 forward split of the stock in February, 2007. All per
share amounts and number of shares outstanding have been retroactively restated
for this adjustment.
 
 On March
14, 2007, the Company offered a private placement of 16,400,000 shares of common
stock, no par value, with an aggregate value of $82,000.
 
 The
Company effected a 1:10 forward split of the stock on March 30, 2007. All per
share amounts and number of shares outstanding have been retroactively restated
for this adjustment.
 NOTE
4             SUBSEQUENT
EVENT
  On April
1, 2008, the Company sold 2,400,000 shares of its common stock, with a par value
of $0.005 per share, to three officers of the Company.  The aggregate
fair value of the stock is $12,000.


7





ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.





Overview





We were
incorporated on May 11, 1999 in the state of Florida to be the sole importer and
distributor of Don Marcos® Coffee.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses.  In consultation with our Board of Directors, we have
identified several accounting principles that we believe are key to
understanding of our financial statements.  These important accounting
policies require management's most difficult, subjective judgments.





Development
Stage Enterprise





We are a
development stage enterprise, as defined in Financial Accounting Standards Board
# 7. Our planned principal operations have not commenced, and, accordingly, no
revenue has been derived during this period.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Net
Loss Per Share





We
adopted Statement of Financial Accounting Standards No. 128 that requires the
reporting of both basic and diluted earnings (loss) per share. Basic earnings
(loss) per share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted earnings (loss) per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. In accordance with FASB 128, any
anti-dilutive effects on net income (loss) per share are excluded.




8




Inventory





Inventory
is stated at the lower of cost (determined by the first-in, first-out method) or
market.  Inventories are adjusted for estimated obsolescence and
written down to net realizable value based upon estimates of future demand,
technology developments, and market conditions.





Stock
Issued for Non-Cash Transactions





It is our
policy to value stock issued for non-cash transactions, such as services, at the
fair market value of the goods or services received or the consideration
granted, whichever is more readily determinable, at the date the transaction is
negotiated.





There
were no shares of common stock issued for services during the three months ended
March 31, 2008.





Going
Concern





Our
financial statements are prepared using generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. Our ability to
continue as a going concern is dependent upon our ability to locate
sources of capital, and attain future profitable operations. Our management
is currently initiating their business plan. The accompanying financial
statements do not include any adjustments that might be necessary should we be
unable to continue as a going concern.





Stock
Based Compensation





We
adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
No. 123R”), under the modified-prospective transition method on
January 1, 2007. SFAS No. 123R requires companies to measure and
recognize the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair-value. Share-based compensation
recognized under the modified-prospective transition method of SFAS
No. 123R includes share-based compensation based on the grant-date
fair-value determined in accordance with the original provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, for all share-based
payments granted prior to and not yet vested as of January 1, 2007 and
share-based compensation based on the grant-date fair-value determined in
accordance with SFAS No. 123R for all share-based payments granted after
January 1, 2007. SFAS No. 123R eliminates the ability to account for
the award of these instruments under the intrinsic value method prescribed by
Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock
Issued to Employees, and allowed under the original provisions of SFAS
No. 123. Prior to the adoption of SFAS No. 123R, we accounted for our
stock option plans using the intrinsic value method in accordance with the
provisions of APB Opinion No. 25 and related interpretations.





Stock-based
compensation represents the cost related to stock-based awards granted to
employees.  We measure stock-based compensation cost at grant date,
based on the estimated fair value of the award, and recognizes the cost as
expense on a straight-line basis (net of estimated forfeitures over the employee
requisite service period.  We estimate the fair value of stock options
using a Black-Scholes valuation model.  The expense is recorded in
operating expenses in the condensed statements of operations.




9




Results
of Operations





You
should read the selected financial data set forth below along with our
discussion and our financial statements and the related
notes.  We have derived the financial data from our unaudited
financial statements.  We believe the financial data shown in the
table below include all adjustments consisting only of normal recurring
adjustments, that we consider necessary for a fair presentation of such
information.  Operating results for the period are not necessarily
indicative of the results that may be expected in the future.




Three
      Months
              
              
              Three
      MonthsEnded
              
              
              Ended
              
              
              Increase/March
      31, 2008
              
              
              March
      31, 2007
              
              
              (Decrease)(Unaudited)
              
              
              (Unaudited)Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Operating
      expenses
              
              
              16,557
              
              
              
              65,717
              
              
              
              ( 49,160
              )Net
      (loss)
              
              $
              ( 16,557
              )
              
              $
              ( 65,717
              )
              
              $
              ( 49,160
              )Net
      (loss) per share
              
              $
              (.00
              )
              
              $
              (.00
              )
              
              $
              (.00
              )




Results for the three months
ended March 31, 2008 compared to the three months ended March 31,
2007.





Revenues





There
were no revenues from operations for the three months ended March 31, 2008 and
2007.





Operating
Expenses





Operating
expenses decreased by $49,160 to $16,557 for the three months ended March 31,
2008 as compared to $65,717 for the three months ended March 31,
2007.





During
the three months ended March 31, 2008, we incurred accounting, legal and
professional services of $16,232 associated with our public company reporting
requirements and other expenses of $325.  For the three months ended
March 31, 2007, we incurred accounting, legal and professional services of
$20,198 associated with our SEC filings, salaries, expense of $45,474 associated
with the issuance of stock options to employees and $45 of other
expenses.




10




Net
Loss





Primarily
as a result of our operating expenses, we had a net loss of $16,557 for the
three months ended March 31, 2008 compared to a net loss of $65,717 for the same
period in the prior year.





Impact
of Inflation





We
believe that inflation has had a negligible effect on our operations over the
past three years.





Liquidity
and Capital Resources





We
currently have no material commitments for capital expenditures and have no
fixed expenses.





Working
capital is summarized and compared as follows:




March
      31, 2008
              
              
              March
      31, 2007Current
      assets
              
              $
              8,914
              
              
              $
              74,747Current
      liabilities
              
              
              19,516
              
              
              
              22,859Working
      Capital (deficit)
              
              $
              (10,602
              )
              
              $
              51,888




The
changes in our working capital are primarily due to the issuance of common stock
for cash less payments of legal and accounting fees.





Changes
in cash flows are summarized as follows:





Our net
cash used by operations was $13,805 for the three months ended March 31, 2008 as
compared to net cash used of $7,384 for the three months ended March 31,
2007.  During the three months ended March 31, 2008, we experienced a
net loss of $16,557 and an increase in inventory of $4,659. This was offset by
an increase in accrued accounting and legal expenses of $7,411. During the three
months ended March 31, 2007, we experienced a net loss of $65,717, which
included non-cash stock based compensation in the amount of
$45,474.  This was offset by an increase in accrued accounting and
legal expenses of $12,859.





There was
no net cash used or provided from investing activities for the three months
ended March 31, 2008 and 2007.





Our net
cash provided from financing activities was $2,639 during the three months ended
March 31, 2008, due to a bank overdraft.  For the three
months  ended March 31, 2007, cash was provided from financing
activities of $82,000, due to the issuance of a private placement of common
stock.




11




On April
1, 2008, cash was provided from financing activities amounting to $12,000, which
were capital contributions by stockholders.





Off-Balance
Sheet Arrangements





None.




ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide information under this
item.





ITEM
4.   CONTROLS AND PROCEDURES





Our
President and Chief Financial Officer (the “Certifying Officers”) are
responsible for establishing and maintaining our disclosure controls and
procedures.  The Certifying Officers have designed such disclosure
controls and procedures to ensure that material information is made known to
them, particularly during the period in which this report was
prepared.  The Certifying Officers have evaluated the effectiveness of
our disclosure controls and procedures within 90 days of the date of this report
and believe that our disclosure controls and procedures are effective based on
the required evaluation.  There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.


ITEM
4T.   CONTROLS
AND PROCEDURES




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide information under this
item.




12




PART
II - OTHER INFORMATION





ITEM
1.   LEGAL PROCEEDINGS





To the
best knowledge of our management, there are no legal proceedings pending or
threatened against us.





ITEM
1A.   RISK FACTORS.





We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide information under this
item.


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




None.





ITEM
3.   DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
5.   OTHER INFORMATION





None.





ITEM
6.   EXHIBITS





The
following Exhibits are filed herein:




No.
            Title31.1
            Certification
      of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14
      and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002


31.2
            Certification
      of Chief Financial Officer Pursuant to the Securities Exchange Act of
      1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002


32
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002




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  SIGNATURES


In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, duly authorized.







DATED: May 15,
      2008
            DON MARCOS TRADING
      CO./s/ Earl T.
      ShannonBY: 
      Earl T. Shannon
              ITS:
      President
              (Principal Executive
      Officer)/s/ Scott W.
      BodenweberBY: Scott
      W. Bodenweber
              ITS:
      Chief Financial Officer
              (Principal
      Financial Officer and
              Principal
      Accounting Officer)






14