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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-QSB

(Mark one)

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

For the quarterly
period ended February 28, 2007

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

For the transition period from _______________ to ______________.

Commission File Number
0-17284

MERCARI
COMMUNICATIONS GROUP, LTD.(Exact name of small business issuer as specified in its charter)

|Colorado(State or other jurisdiction of incorporation or organization) |  | 84-1085935(IRS Employer
Identification No.)
|---------------------------------------------------------------------- |  | -------------------------------------------

1005 East Cobblestone
Drive, Highlands Ranch, Colorado, 80126
(Address of principal executive offices)

(303)
791-3888
(Issuers telephone number)

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 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 by Rule 12b-2  of
the Exchange Act). Yes  [X]     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 practical date:  February 28, 2007 - 1,062,897

Transitional Small
Business Disclosure Format.     Yes 
[  ]     No [X]





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PART
I  FINANCIAL INFORMATION

Item 1.
Financial Statements

MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)BALANCE SHEETS

|                                                 | (Unaudited)February 28,2007 | May 31,2006
|------------------------------------------------ | --------------------------- | -----------
|ASSETS                                           |                             |            
|Current Assets                                   |                             |            
|Cash                                             |                             | $         
|Cash in Escrow                                   |                             | 8,381      
|                                                 |                             |            
|                                                 |                             |            
|Total Assets                                     |                             | $   8,381  
|                                                 |                             |            
|                                                 |                             |            
|LIABILITIES AND STOCKHOLDERS EQUITY             |                             |            
|Liabilities:                                     |                             |            
|Accounts Payable & Accrued Liabilities           |                             | $         
|Shareholder Loans                                |                             |           
|Notes Payable                                    |                             | 20,000     
|                                                 |                             |            
|                                                 |                             |            
|Total Liabilities                                |                             | 20,000     
|                                                 |                             |            
|                                                 |                             |            
|Stockholders Equity                             |                             |            
|Common stock, par value $.00001,                 |                             |            
|Authorized 950,000,000 shares,                   |                             |            
|Issued 1,062,897 shares at February 28, 2007     |                             |            
|and May 31, 2006                                 |                             | 11         
|Paid-In Capital                                  |                             | 37,873     
|Deficit accumulated during the development stage |                             |            
|Since March 1, 2004 in connection with           |                             |            
|Quasi reorganization                             |                             | (49,503    
|                                                 |                             |            
|                                                 |                             |            
|Total Stockholders Equity                       |                             | (11,619    
|                                                 |                             |            
|                                                 |                             |            
|Total Liabilities and Stockholders Equity       |                             | $   8,381  
|                                                 |                             |            
|                                                 |                             |            

See
accompanying notes

2



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MERCARI COMMUNICATIONS
GROUP, LTD.(A Development Stage Company)STATEMENTS OF OPERATIONS

|                               | (Unaudited)For the three months endedFebruary 28, | (Unaudited)For the nine months endedFebruary 28, | CumulativesinceMarch 1,2004Inception ofdevelopment |                 |   |                 |  
|------------------------------ | ------------------------------------------------- | ------------------------------------------------ | -------------------------------------------------- | --------------- | - | --------------- | -
|
|Revenues:                      |                                                   | $                                               |                                                    | $              |   | $              |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|Expenses:                      |                                                   | 9,695                                            |                                                    | 1,156           |   | 10,042          |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|Net Income (Loss)              |                                                   | $     (9,695                                     | )                                                  | $     (1,156    | ) | $   (10,042     | )
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|Basic & Diluted Loss Per Share |                                                   | $       (0.01                                    | )                                                  | $              |   | $       (0.01   | )
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|Weighted Average Shares        |                                                   | 1,062,897                                        |                                                    | 1,062,897       |   | 1,062,897       |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  
|                               |                                                   |                                                  |                                                    |                 |   |                 |  

See
accompanying notes

3



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MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)STATEMENTS OF CASH FLOWS

|                                          | (Unaudited)For the Nine Months endedFebruary 28, | CumulativesinceMarch 1,2004Inception ofDevelopment |  
|----------------------------------------- | ------------------------------------------------ | -------------------------------------------------- | -
|
|CASH FLOWS FROM OPERATING                 |                                                  |                                                    |  
|ACTIVITIES:                               |                                                  |                                                    |  
|Net Loss                                  |                                                  | $(10,042                                           | )
|Increase (Decrease) in Accounts Payable   |                                                  | (2,100                                             | )
|                                          |                                                  |                                                    |  
|Net Cash Used in operating activities     |                                                  | (12,142                                            | )
|                                          |                                                  |                                                    |  
|                                          |                                                  |                                                    |  
|CASH FLOWS FROM INVESTING                 |                                                  |                                                    |  
|ACTIVITIES:                               |                                                  |                                                    |  
|Net cash provided by investing activities |                                                  |                                                   |  
|                                          |                                                  |                                                    |  
|                                          |                                                  |                                                    |  
|CASH FLOWS FROM FINANCING                 |                                                  |                                                    |  
|ACTIVITIES:                               |                                                  |                                                    |  
|Proceeds from shareholder loans           |                                                  |                                                   |  
|Payments on shareholder loans             |                                                  | (610                                               | )
|Proceeds from loans                       |                                                  | 20,000                                             |  
|Cash contributed by shareholders          |                                                  |                                                   |  
|                                          |                                                  |                                                    |  
|Net cash provided by financing activities |                                                  | 19,390                                             |  
|                                          |                                                  |                                                    |  
|                                          |                                                  |                                                    |  
|Net (Decrease) Increase in                |                                                  |                                                    |  
|Cash and Cash Equivalents                 |                                                  | 7,248                                              |  
|Cash and Cash Equivalents                 |                                                  |                                                    |  
|at Beginning of Period                    |                                                  | 1,133                                              |  
|                                          |                                                  |                                                    |  
|Cash and Cash Equivalents                 |                                                  |                                                    |  
|at End of Period                          |                                                  | $   8,381                                          |  
|                                          |                                                  |                                                    |  
|                                          |                                                  |                                                    |  
|SUPPLEMENTAL DISCLOSURE                   |                                                  |                                                    |  
|OF CASH FLOW INFORMATION:                 |                                                  |                                                    |  
|Cash paid during the year for:            |                                                  |                                                    |  
|Interest                                  |                                                  | $                                                 |  
|Franchise and income taxes                |                                                  | $                                                 |  
|                                          |                                                  |                                                    |  
|SUPPLEMENTAL DISCLOSURE OF NON-           |                                                  |                                                    |  
|CASH INVESTING AND FINANCING              |                                                  |                                                    |  
|ACTIVITIES:                               |                                                  |                                                    |  
|None                                      |                                                  |                                                    |  
|                                          |                                                  |                                                    |  

See
accompanying notes

4



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MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

NOTE 1
 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This
summary of accounting policies for Mercari Communications Group, Ltd. (a
development stage company) is presented to assist in understanding the
Companys financial statements. The accounting policies conform to
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements.

Interim
Reporting

The
unaudited financial statements as of February 28, 2007 and for the three and six months
then ended  reflect, in the opinion of management, all adjustments (which include only
normal recurring adjustments)  necessary to fairly state the financial position and
results of operations for the three months.  Operating results for interim
periods are not necessarily indicative of the results which can be expected for  full
years.

Organization
and Basis of Presentation

The
Company was incorporated under the laws of the State of Colorado on December 30, 1987.
The Company  ceased all operating activities during the period from June 1, 1990 to
August 31, 2001 and was considered  dormant.  From August 31, 2001 to March 1, 2004, the
Company was in the development stage.  On August 3, 2004,  the stockholders of the
Company approved a plan of quasi reorganization which called for a restatement of
accounts to eliminate the accumulated deficit and related capital accounts on the Companys
balance sheet.  The  quasi reorganization was effective March 1, 2004.  Since March 1,
2004, the Company is in the development stage,  and has not commenced planned principal
operations.

Nature of
Business

The
Company has no products or services as of February 28, 2007. The Company was
organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company.

Cash and
Cash Equivalents

For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment purposes.

5



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MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS(continued)

NOTE 1
 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Pervasiveness
of Estimates

The
preparation of financial statements in conformity with generally accepted
accounting principles required 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.

Income Taxes

The
Company accounts for income taxes under the provisions of SFAS No.109, Accounting
for Income Taxes. SFAS No.109  requires recognition of deferred income tax assets
and liabilities for the expected future income tax consequences, based on  enacted tax
laws, of temporary differences between the financial reporting and tax bases of assets
and liabilities.

Loss per
Share

Basic
loss per share has been computed by dividing the loss for the year applicable to
the common shareholders by the weighted average number of common shares during
the years. There are no outstanding common stock equivalents at February 28, 2007
and 2006 and are thus not considered.

Concentration
of Credit Risk

The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements.

NOTE 2
 INCOME TAXES

As
of May 31, 2006, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $39,461 that may be offset
against future taxable income through 2025. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry forwards will expire unused. Accordingly, the potential tax benefits of the
loss carry forwards are offset by a valuation allowance of the same amount.

6



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MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS(continued)

NOTE 2  INCOME
TAXES (continued)

|                     | 2006 | 2005    
|-------------------- | ---- | --------
|Net Operating Losses |      | $ 5,919 
|Valuation Allowance  |      |         
|                     |      | (5,919  
|                     |      |         
|                     |      | $      
|                     |      |         
|                     |      |         

The
provision for income taxes differs from the amount computed using the federal US
statutory income  tax rate as follows:

|                                           | 2006 | 2005    
|------------------------------------------ | ---- | --------
|Provision (Benefit) at US Statutory Rate   |      | $ 1,159 
|Increase (Decrease) in Valuation Allowance |      |         
|                                           |      | (1,159  
|                                           |      |         
|                                           |      | $      
|                                           |      |         
|                                           |      |         

The
Company evaluates its valuation allowance requirements based on projected future
operations.  When  circumstances change and causes a change in management's judgment
about the recoverability of deferred tax  assets, the impact of the change on the
valuation is reflected in current income.

NOTE 3
 DEVELOPMENT STAGE COMPANY

The
Company has not begun principal operations and as is common with a development
stage company, the Company has had recurring losses during its development
stage. The Companys 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. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. In the
interim, shareholders of the Company have committed to meeting its minimal
operating expenses.

NOTE 4
 COMMITMENTS

For
all periods ending February 28, 2007 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for future use of the facilities.

7



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MERCARI
COMMUNICATIONS GROUP, LTD.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS(continued)

NOTE 5
 RELATED PARTY TRANSACTIONS

During
the year ended May 31, 2004, an officer loaned the Company $550 to pay general
and administrative expenses. Amounts due to the officer are non-interest
bearing, unsecured and payable at anytime the shareholder desires.

During
the year ended May 31, 2005, an officer loaned the Company $1,800 to pay general
and administrative expenses. Amounts due to the officer are non-bearing,
unsecured and payable at anytime the shareholder desires.

In
February 2007, the Company repaid $610 of the total shareholder loan due of
$2,350, and the balance of the loan of $1,740 was forgiven and reclassified as
paid-in capital.

NOTE 6
 NOTES PAYABLE

On
January 19, 2007, the Company borrowed $10,000 from each of two nonaffiliated
lenders, and agreed to use the proceeds of the loans to pay legal, accounting
and other expenses anticipated to be incurred by the Company in filing all
reports and other filings required under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Pursuant to the notes, the Company has
agreed to repay the loans within two business days after the date that the
Company has become current with its reporting and other filing obligations under
the Exchange Act. Each note is payable only by the issuance by the Company of
1.0 million shares of newly-issued, unregistered common stock of the Company. At
February 28, 2007, the total amount due on these notes was $20,000. The Company
believes that it will be current at the time this report is filed and the shares
will be delivered at that time.

NOTE 7
 QUASI REORGANIZATION

On
August 3, 2004, the Company approved and authorized a plan of quasi reorganization and
restatement of  accounts to eliminate the accumulated deficit and related capital
accounts on the Companys balance sheet.  The  quasi-reorganization became effective
March 1, 2004.  The quasi reorganization resulted in the elimination of  $919,100 of
retained deficit at the effective date of the reorganization, the elimination of $34,123
of deficit  accumulated since the August 31, 2001 inception of development stage, and a
decrease in additional paid-in  capital of $953,223.

8



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Item 2.     
Managements Discussion and Analysis or Plan of Operation.

General
 This discussion should be read in conjunction with Managements
Discussion and Analysis of Financial Condition and Results of Operations and
other information in the Companys annual report on Form 10-KSB for the
year ended May 31, 2006.

Results of
Operations

The
Company had no operations from 1990 through 2005. The Company is a development
stage business, which intends to acquire a United States or foreign based
business which is privately owned and wishes to become a publicly owned
business. The Company is now current in its state and United States internal revenue filing
obligations, but is not yet current in its reporting obligations under the Securities
Exchange Act of 1934, as amended. The Company is now actively seeking one or
more acquisition candidates.

During
each of the years since the Company was reactivated, the Company has had no
revenue and has had quarterly and annual losses approximately equal to the expenditures made to
reactivate and meet filing and reporting obligations. We do not expect any
revenue unless and until a business acquisition transaction is completed. Our
expenses have been paid from capital contributions and advances from the three
directors.  We expect to continue to have losses until and unless we complete a business
acquisition or similar transaction.

Liquidity
and Capital Resources

The
Company requires working capital principally to fund its current operations.
There are no commitments from banks or other lending sources for lines of credit
or similar short-term borrowing, but the Company has been able to obtain
additional capital required from its directors. From time to time in the past,
required short-term borrowing have been obtained from a principal shareholder or
other related entities. As of February 28, 2007, all such advances from
shareholders and related parties have been repaid or forgiven.

In
January we borrowed $20,000 from two unaffiliated lenders and agreed to use the
proceeds of the loans to pay outstanding obligations and as required to bring
the Company current in its reporting obligations under the Securities Exchange
Act of 1934, as amended. We plan to repay these loans by issuing 1.0 million
shares to each lender. In order to complete any acquisition, the Company may be
required to supplement its available cash and other liquid assets with proceeds
from borrowings, the sale of additional securities, including the private
placement of restricted stock and/or a public offering, or other sources. There
can be no assurance that any such required additional funding will be available
or favorable to the Company.

Our
business plan requires substantial funding from a public or private offering of
its common stock in connection with a business acquisition, for which we have no
commitments. The Company intends to actively pursue other financing or funding
opportunities.

Off Balance
Sheet Arrangements

We
have no off balance sheet financing or similar arrangements and we do not expect to
initiate any such  arrangement.

Item 3.     
Controls and Procedures

The
Companys Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining disclosure controls and procedures
for the Company.

(a)   
Evaluation of Disclosure Controls and Procedures

As
of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the
Companys management, including the Companys President, of the
effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities Exchange
Act of 1934, as amended (the Exchange Act). Based upon the
evaluation, the Companys President concluded that, as of the end of the
period, the Companys disclosure controls and procedures were effective in
timely alerting him to material information relating to the Company required to
be included in the reports that the Company files and submits pursuant to the
Exchange Act.

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(b)   
Changes in Internal Controls

Based
on his evaluation as of February 28, 2007, there were no significant changes in
the Companys internal controls over financial reporting or in any other
areas that could significantly affect the Companys internal controls
subsequent to the date of his most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

PART
II  OTHER INFORMATION

Item 1.     
Legal Proceedings

There
is no pending litigation, which th Company is presently a party to and
management is not aware of any litigation which may arise in the future.

Item 2.     
Changes in Securities

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
and Reports on Form 8-K

On
January 19, 2007, the Company filed a report on Form 8-K, reporting under Item
1.01, Entry Into a Material Definitive Agreement, and under Item 3.02,
Unregistered Sales of Equity Securities.

10



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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, thereunto duly authorized.

| | MERCARI
COMMUNICATIONS GROUP, LTD.(Registrant)
By  /s/  Robert W. Marsik
           Robert W. Marsik, President
           (Principal Executive and Financial Officer)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

DATE:  March
21, 2007

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