**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-QSB**





(Mark
      One)





[X]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the quarterly period ended June 30, 2007**





[
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from _______________ to _______________.





**Commission
      file number 000-52739**





**YAFARM
      TECHNOLOGIES, INC.**


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








**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **20-5156305**
              (I.R.S.
                Employer
              Identification
                No.)**197
                Route 18 South,**
              **Suite
                3000, PMB 4157**
              **East
                Brunswick, NJ**
              (Address
                of principal executive offices)
            **08816**
              (Zip
                Code)





**Issuer’s
      telephone number, including area code** **(732)
      658-4280**





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 __ No X .





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





**Applicable
      only to issuers involved in bankruptcy proceedings during the preceding five
      years**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes
      __  No
      __  .





**Applicable
      only to corporate issuers**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. As of August 9, 2007, there were 10,000,000
      shares of common stock, $0.001 par value, issued and outstanding.





**Transitional
      Small Business Disclosure Format**


(check
      one):





Yes
      ___
      No X








**YAFARM
      TECHNOLOGIES, INC.**











**TABLE
      OF CONTENTS**





**PART
                  I - FINANCIAL INFORMATION**
              3ITEM
                  1
              Financial
                  Statements
              3ITEM
                  2
              Management’s
                  Discussion and Analysis or Plan of Operation
              8ITEM
                  3
              Controls
                  and Procedures
              11**PART
                  II - OTHER INFORMATION**
              14ITEM
                  1
              Legal
                  Proceedings
              14ITEM
                  2
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              14ITEM
                  3
              Defaults
                  Upon Senior Securities
              14ITEM
                  4
              Submission
                  of Matters to a Vote of Security Holders
              14ITEM
                  5
              Other
                  Information
              14ITEM
                  6
              Exhibits
              14




2


**PART
      I** **- FINANCIAL INFORMATION**





This
      Quarterly Report includes forward-looking statements within the meaning of
      the
      Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
      on management’s beliefs and assumptions, and on information currently available
      to management. Forward-looking statements include the information concerning
      our
      possible or assumed future results of operations set forth under the heading
      “Management’s Discussion and Analysis of Financial Condition or Plan of
      Operation.” Forward-looking statements also include statements in which words
      such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“consider” or similar expressions are used.





Forward-looking
      statements are not guarantees of future performance. They involve risks,
      uncertainties and assumptions. Our future results and shareholder values may
      differ materially from those expressed in these forward-looking statements.
      Readers are cautioned not to put undue reliance on any forward-looking
      statements.





**ITEM
      1**  **Financial
      Statements** **(Unaudited)**











3


**YAFARM
      TECHNOLOGIES, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**As
      of June 30, 2007**


**(Unaudited)**





ASSETSCurrent
                AssetsCash
                and cash equivalents
            
            $
            16,164Accounts
                Receivable
            
            
            5,000Deferred
                tax asset
            
            
            2,151Total
                Current Assets
            
            
            23,315Fixed
                AssetsComputer
                equipment
            
            
            3,308Accumulated
                depreciation
            
            
            (1,798
            )Total
                Fixed Assets
            
            
            1,510Total
                Assets
            
            
            24,825LIABILITIES
                AND STOCKHOLDERS' EQUITYLiabilitiesCurrent
                LiabilitiesAccrued
                expenses and other payables
            
            
            1,114Total
                Current Liabilities
            
            
            1,114Long
                Term LiabilitiesDeferred
                tax liability
            
            
            27Total
                Long Term Liabilities
            
            
            27Total
                Liabilities
            
            
            1,141Stockholders'
                EquityPreferred
                stock -- 10,000,000 shares authorized having a par value of $.001
                per
                share; 0 shares issued and outstanding
            
            
            0Common
                stock -- 100,000,000 shares authorized having a par value of $.001
                per
                share; 10,000,000 shares issued and outstanding
            
            
            10,000Additional
                paid-in capital
            
            
            26,188Retained
                earnings (deficit)
            
            
            (12,504
            )Total
                Stockholders' Equity
            
            
            23,684Total
                Liabilities and Stockholders' Equity
            
            $
            24,825





The
          accompanying notes are an integral part of these financial
          statements
 4


**YAFARM
      TECHNOLOGIES, INC** **.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2007 AND
      2006**


**(Unaudited)**








For
                the Three Months
            
            For
                the Three Months
            
            For
                the Six Months
            
            For
                the Six MonthsEnded
            
            Ended
            
            Ended
            
            EndedJune
                30
            
            June
                30
            
            June
                30
            
            June
                302007
            
            2006
            
            2007
            
            2006Revenues,
                net of discounts
            
            $
            6,092
            
            $
            6,818
            
            $
            6,734
            
            $
            10,743Operating
                Expenses
            
            
            15,496
            
            
            2,560
            
            
            20,122
            
            
            7,617Net
                Income (Loss) from Operations
            
            
            (9,404
            )
            
            4,258
            
            
            (13,388
            )
            
            3,126Other
                Income (Expense):Other
                Expenses
            
            
            0
            
            
            0
            
            
            0
            
            
            0Total
                Other Income (Expense)
            
            
            0
            
            
            0
            
            
            0
            
            
            0Net
                Income (Loss) before taxes
            
            
            (9,404
            )
            
            4,258
            
            
            (13,388
            )
            
            3,126Provision
                for Income Taxes (Benefit)
            
            
            (1,413
            )
            
            0
            
            
            (2,011
            )
            
            0Net
                Income (Loss)
            
            $
            (7,991
            )
            $
            4,258
            
            $
            (11,377
            )
            $
            3,126Income
                (Loss) Per Share -Basic
                and Diluted
            
            $
            (0.01
            )
            $
            0.00
            
            $
            (0.01
            )
            $
            0.00Weighted
                Average Shares Outstanding -Basic
                and Diluted
            
            
            10,000,000
            
            
            1,000,000
            
            
            9,912,701
            
            
            1,000,000




The
          accompanying notes are an integral part of these financial
          statements
 5


**YAFARM
      TECHNOLOGIES, INC**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006**


**(Unaudited)**








For
                the Six Months
            
            For
                the Six MonthsEnded
            
            EndedJune
                30
            
            June
                302007
            
            2006Cash
                Flows From Operating ActivitiesNet
                Income (Loss)
            
            $
            (11,377
            )
            $
            3,126Adjustments
                to reconcile net income (loss)to
                net cash from operating activities:Depreciation
                and Amortization
            
            
            116
            
            
            147(Increase)/Decrease-Receivables
            
            
            (5,000
            )
            
            0(Increase)/Decrease-Prepaid
                Expenses
            
            
            14,300
            
            
            0(Increase)/Decrease-Deferred
                Taxes
            
            
            (2,011
            )
            
            0Increase/(Decrease)-Accrued
                Expenses
            
            
            (1,830
            )
            
            0Increase/(Decrease)-Related
                Party Payables
            
            
            (16,099
            )
            
            0Net
                Cash From Operating Activities
            
            
            (21,901
            )
            
            3,273Cash
                Flows From Investing ActivitiesPurchase
                of equipment
            
            
            (1,184
            )
            
            0Net
                Cash From Investing Activities
            
            
            (1,184
            )
            
            0Cash
                Flows From Financing ActivitiesIssuance
                of Common Stock
            
            
            40,400
            
            
            0Professional
                Fees related to stock offering
            
            
            (36,867
            )
            
            0Distributions
                to shareholders
            
            
            0
            
            
            (4,641
            )Net
                Cash From Financing Activities
            
            
            3,533
            
            
            (4,641
            )Net
                Increase (Decrease) in Cash
            
            
            (19,552
            )
            
            (1,368
            )Beginning
                Cash Balance
            
            
            35,716
            
            
            9,425Ending
                Cash Balance
            
            $
            16,164
            
            $
            8,057Supplemental
                Disclosure of Cash Flow Information:Cash
                paid during the year for income taxes
            
            $
            -
            
            $
            -Cash
                paid during the year for interest
            
            $
            -
            
            $
            -




The
            accompanying notes are an integral part of these financial
            statements
 6


**YAFARM
      TECHNOLOGIES, INC** **.**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2007**


**(Unaudited)**





**NOTE
      A Preliminary Note**





The
      accompanying condensed consolidated financial statements have been prepared
      without audit, pursuant to the rules and regulations of the Securities and
      Exchange Commission. In the opinion of management, the interim financial
      statements reflect all adjustments, consisting of normal recurring accruals,
      which are necessary for a fair statement of the results for the period. Certain
      information and disclosures normally included in financial statements prepared
      in accordance with generally accepted accounting principles have been condensed
      or omitted. It is suggested that these condensed financial statements be read
      in
      conjunction with the financial statements and notes thereto included in the
      Company’s Form SB-2 for the year ended December 31, 2006.





**NOTE
      B Common Stock**





On
      August
      21, 2006, the Company began to offer 2,500,000 shares of its common stock under
      Rule 504 promulgated under the 1993 Securities and Exchange Act and exemptions
      under applicable state law. Under this private placement, 2,500,000 or 25%
      of
      the company’s outstanding shares were offered at $0.03 per share for total
      proceeds of $75,000. The proceeds will primarily be used to pay for the
      professional costs including legal and accounting in connection with the
      company’s planned listing of its stocks on OTCBB and working capital usage. As
      of January 31, 2007, the company sold all 2,500,000 shares of common stock
      as
      planned for total proceeds of $67,057, net of commissions and discounts.





**NOTE
      C New Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS 159 “The Fair Value Option for Financial
      Assets and Financial Liabilities.” This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value that
      are not currently required to be measured at fair value. The objective is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. This statement requires a business entity to report unrealized
      gains
      and losses on items for which the fair value option has been elected in earnings
      at each subsequent reporting date. An entity may decide whether to elect the
      fair value option for each eligible item on its election date, subject to
      certain requirements described in the statement. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007. We are currently reviewing
      the
      requirements of this statement and, at this point in time, have not determined
      the impact, if any, that this statement may have on our results of operations
      and financial position.





*
      * * * *
      *








7


**ITEM
      2**  **Management’s
      Discussion and Analysis or Plan of Operation**





Our
      Management’s Discussion and Analysis contains not only statements that are
      historical facts, but also statements that are forward-looking (within the
      meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934). Forward-looking statements are, by their
      very
      nature, uncertain and risky. These risks and uncertainties include
      international, national and local general economic and market conditions;
      demographic changes; our ability to sustain, manage, or forecast growth; our
      ability to successfully make and integrate acquisitions; raw material costs
      and
      availability; new product development and introduction; existing government
      regulations and changes in, or the failure to comply with, government
      regulations; adverse publicity; competition; the loss of significant customers
      or suppliers; fluctuations and difficulty in forecasting operating results;
      changes in business strategy or development plans; business disruptions; the
      ability to attract and retain qualified personnel; the ability to protect
      technology; and other risks that might be detailed from time to time in our
      filings with the Securities and Exchange Commission.





Although
      the forward-looking statements in this Quarterly Statement reflect the good
      faith judgment of our management, such statements can only be based on facts
      and
      factors currently known by them. Consequently, and because forward-looking
      statements are inherently subject to risks and uncertainties, the actual results
      and outcomes may differ materially from the results and outcomes discussed
      in
      the forward-looking statements. You are urged to carefully review and consider
      the various disclosures made by us in this report and in our other reports
      as we
      attempt to advise interested parties of the risks and factors that may affect
      our business, financial condition, and results of operations and
      prospects.





The
      following discussion and analysis of financial condition and results of
      operations of the Company is based upon, and should be read in conjunction
      with,
      its unaudited financial statements and related notes elsewhere in this Form
      10-QSB, which have been prepared in accordance with accounting principles
      generally accepted in the United States.





**Overview**





We
      are a
      web development and web hosting company. Our wholly-owned subsidiary, YaFarm
      Group, LLC, offers a broad range of business-class website development and
      web
      hosting products and services for small and medium-sized businesses. Our goal
      is
      to help many traditional businesses go online to tap into the market potential
      offered by the Internet.





We
      face
      many challenges in meeting our goal. The market for Internet services is large,
      but fragmented, and constantly changing. In the short-term, we are focused
      on
      establishing ourselves in the web development and web hosting niche by providing
      quality service at a reasonable cost. In order to manage anticipated growth,
      we
      will rely on independent contractors to provide many of the services we intend
      to offer, which comes at the risk of losing quality when compared to having
      a
      large staff of employees. In addition, we will initially contract out web
      hosting services at a cost of approximately $100 plus $20 per month, per site,
      as opposed to spending approximately $100,000 to purchase and maintain the
      equipment necessary to do it in-house. In the long-term, intense competition
      is
      anticipated to reduce the price we can charge for our services and thus our
      profit margins.





We
      believe that, if properly capitalized, we can establish ourselves in the
      identified niche and capture enough market share to be able to begin to offer
      other, to-be-developed cutting edge related Internet services.




8




**Results
      of Operations for the Three and Six Months Ended June 30, 2007 and
      2006**





Introduction





Our
      revenues for the second quarter of 2007 were lower, as compared to the second
      quarter of 2006, but substantially higher, as compared to the first quarter
      of
      2007.





**Revenues
      and Income (Loss) from Operations**







Our
      revenue, operating expenses and net income (loss) from operations for the three
      months ended June 30, 2007, as compared to the three months ended June 30,
      2006
      and March 31, 2007, are as follows:





3
                Months Ended
              June
                30,
              2007
            
            3
                Months Ended
              June
                30,
              2006
            
            Percentage
              Change
            
            3
                Months
              Ended
              March
                31,
              2007Revenue
            
            $
            6,092
            
            
            6,818
            
            
            (11
            )%
            $
            642Operating
                expenses
            
            
            15,496
            
            
            2,560
            
            
            505
            %
            
            4,626Net
                Income (loss) from operations
            
            $
            (9,404
            )
            
            4,258
            
            
            (321
            )%
            $
            (3,984
            )





Our
      revenues decreased by $726 for the three month period ended June 30, 2007,
      as
      compared to the three month period ended June 30, 2006 because of lower
      marketing expenditures. During the same time periods, our operating expenses
      increased by $12,936 because of professional
      fees associated with becoming a public, reporting company .
      As a
      result, we had net loss from operations of $9,404 for the three month period
      ended June 30, 2007, as compared to net income from operations of $4,258 for
      the
      three month period ended June 30, 2006.





6
                Months Ended
              June
                30, 2007
            
            6
                Months Ended
              June
                30, 2006
            
            Percentage
              ChangeRevenue
            
            $
            6,734
            
            $
            10,743
            
            
            (37
            )%Operating
                expenses
            
            
            20,122
            
            
            7,617
            
            
            164
            %Net
                Income (loss) from operations
            
            $
            (13,388
            )
            $
            3,126
            
            
            (528
            )%





Our
      revenues decreased by $4,009 for the six month period ended June 30, 2007,
      as
      compared to the six month period ended June 30, 2006 because of lower marketing
      expenditures. During the same time periods, our operating expenses increased
      by
      $12,505 because of professional
      fees associated with becoming a public, reporting company .
      As a
      result, we had net loss from operations of $13,388 for the six month period
      ended June 30, 2007, as compared to net income from operations of $3,126 for
      the
      six month period ended June 30, 2006.





9


**Liquidity
      and Capital Resources**





Introduction





During
      the three
      months ended June 30, 2007 ,
      we had
      a net loss of $7,991 and a negative cash flow from operations of $18,721. During
      the six months
      ended June 30, 2007 ,
      we had
      a net loss of $11,377 and a negative cash flow from operations of $21,901.
      Because our revenues are small, almost any change in our revenues or operating
      expenses has a material effect, and we anticipate that our net profit or loss,
      and operating profit or loss, will continue to vary widely from time period
      to
      time period.





Our
      cash
      and cash equivalents, total current assets, total assets, total current
      liabilities, and total liabilities as
      of
      June 30, 2007, as compared to March 31, 2007, are as follows :





June
                30,
            
            March
                31,2007
            
            2007Cash
            
            $
            16,164
            
            $
            36,069Total
                current assets
            
            
            23,315
            
            
            36,810Total
                assets
            
            
            24,825
            
            
            37,194Total
                current liabilities
            
            
            1,114
            
            
            5,489Total
                liabilities
            
            
            1,141
            
            
            5,519





Cash
      Requirements





Our
      cash
      requirements are expected to remain consistent with our historical needs over
      the next 12 months. During the
      three months ended June 30, 2007, we
      received total proceeds of $0.00 from the issuance of common stock.  Our
      cash
      is utilized primarily for professional fees associated with becoming a public,
      reporting company.





Beyond
      the next 12 months, our cash needs are anticipated to increase substantially
      as
      we expand, and as we become a fully reporting public company. We anticipate
      fulfilling our cash needs primarily through the sale of our common stock,
      followed by increased cash flows from operations. We cannot estimate what our
      cash needs will be in the future, other than the approximately $150,000 annually
      we anticipate spending on the cost of being a publicly registered company,
      and
      we have not entered into any discussions concerning the sale of our common
      stock
      in the future.





Sources
      and Uses of Cash





*Operations
      and Financing*





During
      the three and six months ended June 30, 2007, we generated a negative cash
      flow
      of $19,905 and $19,552, respectively. Net cash used in/provided by operating
      activities for the three months ended June 30, 2007 and 2006, were $ (18,721) and
      $4,331, respectively. Net cash used in/provided by operating activities for
      the
      six months ended June 30, 2007 and 2006, were $ (21,901) and
      $3,273, respectively. Negative operating cash flows during the three and six
      months ended June 30, 2007 were primarily created by the decrease in our
      revenues without a corresponding decrease in our operating
      expenses.





10


Net
      cash
      provided by financing activities for the three months ended June 30, 2007 and
      2006, were $ 0.00 and
      $1,133, respectively. Net cash provided by financing activities for the six
      months ended June 30, 2007 and 2006, were $3,533 and $(4,641),
      respectively.





We
      anticipate that we will continue to operate at approximately break-even until
      we
      are able to obtain substantial financing .





**Critical
      Accounting Policies**





Our
      accounting policies are fully described in Note A to our consolidated financial
      statements. The following describes the general application of accounting
      principles that impact our consolidated financial statements.





Our
      results of operations are based upon our consolidated financial statements,
      which have been prepared in accordance with accounting principals generally
      accepted in the United States. The preparation of these financial statements
      requires us to make estimates and judgments that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, and related disclosure of contingent
      assets and liabilities. On an on-going basis, we evaluate our estimates,
      including those related to bad debt, inventories, investments, intangible
      assets, income taxes, financing operations, and contingencies and litigation.





We
      base
      our estimates on historical experience and on various other assumptions that
      are
      believed to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying values of assets and liabilities
      that are not readily apparent from other sources. Actual results may differ
      from
      these estimates under different assumptions or conditions.




**ITEM
      3**  **Controls
      and Procedures**





Evaluation
      of Disclosure Controls and Procedures





We
      conducted an evaluation, with the participation of our Chief Executive Officer
      and Chief Financial Officer, 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 Exchange Act of 1934, as amended, or the Exchange
      Act, as of June 30, 2007, to ensure that information required to be disclosed
      by
      us in the reports filed or submitted by us under the Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      Securities Exchange Commission's rules and forms, including to ensure that
      information required to be disclosed by us in the reports filed or submitted
      by
      us under the Exchange Act is accumulated and communicated to our management,
      including our principal executive and principal financial officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure. Based on that evaluation, our Chief Executive Officer
      and
      Chief Financial Officer have concluded that as of June 30, 2007, our disclosure
      controls and procedures were not effective at the reasonable assurance level
      due
      to the material weaknesses described below.





In
      light
      of the material weaknesses described below, we performed additional analysis
      and
      other post-closing procedures to ensure our financial statements were prepared
      in accordance with generally accepted accounting principles. Accordingly, we
      believe that the consolidated financial statements included in this report
      fairly present, in all material respects, our financial condition, results
      of
      operations and cash flows for the periods presented.





11


A
      material weakness is a control deficiency (within the meaning of the Public
      Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
      combination of control deficiencies, that results in more than a remote
      likelihood that a material misstatement of the annual or interim financial
      statements will not be prevented or detected. Management has identified the
      following three material weaknesses which have caused management to conclude
      that, as of June 30, 2007, our disclosure controls and procedures were not
      effective at the reasonable assurance level:





1.  We
      do not
      have written documentation of our internal control policies and procedures.
      Written documentation of key internal controls over financial reporting is
      a
      requirement of Section 404 of the Sarbanes-Oxley Act and will be applicable
      to
      us for the year ending December 31, 2007. Management evaluated the impact of
      our
      failure to have written documentation of our internal controls and procedures
      on
      our assessment of our disclosure controls and procedures and has concluded
      that
      the control deficiency that resulted represented a material
      weakness.





2.  We
      do not
      have sufficient segregation of duties within accounting functions, which is
      a
      basic internal control. Due to our size and nature, segregation of all
      conflicting duties may not always be possible and may not be economically
      feasible. However, to the extent possible, the initiation of transactions,
      the
      custody of assets and the recording of transactions should be performed by
      separate individuals. Management evaluated the impact of our failure to have
      segregation of duties on our assessment of our disclosure controls and
      procedures and has concluded that the control deficiency that resulted
      represented a material weakness.





3.  We
      had a
      significant number of audit adjustments last fiscal year. Audit adjustments
      are
      the result of a failure of the internal controls to prevent or detect
      misstatements of accounting information. The failure could be due to inadequate
      design of the internal controls or to a misapplication or override of controls.
      Management evaluated the impact of our significant number of audit adjustments
      last year and has concluded that the control deficiency that resulted
      represented a material weakness.





To
      address these material weaknesses, management performed additional analyses
      and
      other procedures to ensure that the financial statements included herein fairly
      present, in all material respects, our financial position, results of operations
      and cash flows for the periods presented.





Remediation
      of Material Weaknesses





To
      remediate the material weaknesses in our disclosure controls and procedures
      identified above, in addition to working with our independent auditors, we
      have
      continued to refine our internal procedures to begin to implement segregation
      of
      duties and to reduce the number of audit adjustments.




Changes
      in Internal Control over Financial Reporting





Except
      as
      noted above, there were no changes in our internal control over financial
      reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
      during our most recently completed fiscal quarter that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting .





12


**PART
      II** **- OTHER INFORMATION**





**ITEM
      1**  **Legal
      Proceedings**





In
      the
      ordinary course of business, we may be from time to time involved in various
      pending or threatened legal actions. The litigation process is inherently
      uncertain and it is possible that the resolution of such matters might have
      a
      material adverse effect upon our financial condition and/or results of
      operations. However, in the opinion of our management, matters currently pending
      or threatened against us are not expected to have a material adverse effect
      on
      our financial position or results of operations.





**ITEM
      2**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





There
      were no unregistered sales of equity securities by the Company during the three
      month period ended June 30, 2007.





**ITEM
      3**  **Defaults
      Upon Senior Securities**





There
      have been no events which are required to be reported under this
      Item.





**ITEM
      4**  **Submission
      of Matters to a Vote of Security Holders**





There
      have been no events which are required to be reported under this
      Item.





**ITEM
      5**  **Other
      Information**





None.


**ITEM
      6**  **Exhibits**





(a)  Exhibits





2.1(1)
            
            Reorganization
                and Stock Purchase Agreement dated as of July 31, 2006, between the
                Company and YaFarm Group, LLC3.1
                (1)
            
            Certificate
                of Incorporation of YaFarm Technologies, Inc., filed on June 16,
                20063.2
                (1)
            
            Certificate
                of Amendment of Certificate of Incorporation of YaFarm Technologies,
                Inc.,
                filed on June 28, 20063.3
                (1)
            
            Bylaws
                of YaFarm Technologies, Inc.31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            
            Chief
                Executive Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Chief
                Financial Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





(1)  Incorporated
      by reference from our registration statement on Form SB-2, filed with the Commission
      on February 16, 2007


13


**SIGNATURES**





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








YaFarm
                  Technologies, Inc.Dated:August
                  13, 2007
              /s/
                  Zhiguang ZhangBy:Zhiguang
                  ZhangIts:Chief
                  Executive Officer