**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**







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





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





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





**For
      the transition period from _____________**


**Commission
      File No. 000-51914**










**UNITED
      NATIONS SECURITIES ASSOCIATION, INC.**


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









**Delaware**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer Identification No.)








**590
                Madison Avenue, 21****st****Floor, New York, N.Y.**
            **10022**(Address
                of principal executive offices)
            (Zip
                Code)




**(917)
                346-1489**(Issuer’s
                telephone number)





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




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





Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act. Yes
      xNo
o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of August 13, 2007: 100,000 shares of common stock.





Transitional
      Small Business Disclosure Format (check one): Yes o No x









**TABLE
      OF CONTENTS**





**PART
                I - FINANCIAL INFORMATION**
            
            
            1Item
                1.   Financial Information
            
            
            1Item
                2.   Management’s Discussion and Analysis or Plan of
                Operation
            
            
            11Item
                3.   Controls and Procedures
            
            
            13**PART
                II -OTHER INFORMATION**Item
                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 and Reports of Form 8-K.
            
            
            14**SIGNATURES**
            
            
            15





i




**PART
      I - FINANCIAL INFORMATION**





**ITEM
                1.**
            **FINANCIAL
                INFORMATION**


**UNITED
        NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **CONTENTS**
 
 PAGE
              1
              CONDENSED
                  BALANCE SHEET AS OF JUNE 30, 2007 (UNAUDITED)PAGE
              2
              CONDENSED
                  STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE
                  30, 2007
                  AND 2006 AND FOR THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO JUNE
                  30, 2007. (UNAUDITED)PAGE
              3
              CONDENSED
                  STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY FOR THE PERIOD FROM APRIL 25,
                  2005 (INCEPTION) TO JUNE 30, 2007. (UNAUDITED)PAGE
              4
              CONDENSED
                  STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007
                  AND 2006
                  AND FOR THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO JUNE 30, 2007
                  (UNAUDITED)PAGES
              5
                  -
                  9
              NOTES
                  TO CONDENSED FINANCIAL STATEMENTS
                  (UNAUDITED)
  1
 **United
                    Nations Securities Association, Inc.****(A
                    Development Stage Company)****Condensed
                    Balance Sheet****June
                    30, 2007****(Unaudited)****ASSETS****Current
                    Assets**Cash
                
                $
                2,725**Total
                    Current Assets**
                
                
                2,725**Total
                    Assets**
                
                $
                2,725**LIABILITIES
                    AND STOCKHOLDERS' DEFICIENCY****Current
                    Liabilities**Loans
                    payable - related party
                
                $
                15,500**Total
                    Current Liabilities**
                
                
                **15,500****Stockholders'
                    Deficiency**Preferred
                    stock, $0.001 par value; 50,000,000 shares authorized,none
                    issued and outstanding
                
                
                -Common
                    stock, no par value; 100,000, 000 shares authorized, 100,000issued
                    and outstanding
                
                
                100Additional
                    paid-in capital
                
                
                45,266Subscription
                    Receivable
                
                
                (100
                )Deficit
                    accumulated during the development stage
                
                
                (58,041
                )**Total
                    Stockholders' Deficiency**
                
                
                **(12,775**
                **)****Total
                    Liabilities and Stockholders' Equity**
                
                **$**
                **2,725**
  See
            accompanying notes to condensed financial statements
  2
 
 **United
                      Nations Securities Association,
                      Inc.****(A
                      Development Stage Company)****Condesed
                      Statement of Operations****For
                      the Six Months Ended June 30, 2007 and 2006
                      and****for
                      the Period from April 25, 2005 (Inception) to June 30,
                      2007****(Unaudited)****For
                      the Period April 25, 2005****Three
                      Months Ended June 30,**
                  
                  **Six
                      Months Ended June 30,**
                  
                  **(Inception)
                      to****2007**
                  
                  **2006**
                  
                  **2007**
                  
                  **2006**
                  
                  **June
                      30, 2007****Operating
                      Expenses**Professional
                      fees
                  
                  $
                  2,311
                  
                  $
                  9,208
                  
                  $
                  6,498
                  
                  $
                  9,208
                  
                  $
                  31,408General
                      and administrative
                  
                  
                  4,363
                  
                  
                  1,823
                  
                  
                  9,043
                  
                  
                  3,042
                  
                  
                  26,633**Total
                      Operating Expenses**
                  
                  
                  6,674
                  
                  
                  11,031
                  
                  
                  15,541
                  
                  
                  12,250
                  
                  
                  58,041**LOSS
                      FROM OPERATIONS**
                  
                  **$**
                  **(6,674**
                  **)**
                  **$**
                  **(11,031**
                  **)**
                  **$**
                  **(15,541**
                  **)**
                  **$**
                  **(12,250**
                  **)**
                  **$**
                  **(58,041**
                  **)****Provision
                      for Income Taxes**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-**
                  
                  
                  **-****NET
                      LOSS**
                  
                  $
                  **(6,674**
                  **)**
                  $
                  **(11,031**
                  **)**
                  $
                  **(15,541**
                  **)**
                  $
                  **(12,250**
                  **)**
                  $
                  **(58,041**
                  **)****Net
                      Loss Per Share - Basic and Diluted**
                  
                  **$**
                  **(0.07**
                  **)**
                  **$**
                  **(0.11**
                  **)**
                  **$**
                  **(0.16**
                  **)**
                  **$**
                  **(0.12**
                  **)****Weighted
                      average number of shares outstanding****during
                      the period - basic and diluted**
                  
                  
                  **100,000**
                  
                  
                  **100,000**
                  
                  
                  **100,000**
                  
                  
                  **100,000**
  See
            accompanying notes to condensed financial statements
  3
 **United
              Nations Securities Association, Inc.**
 **(A
              Development Stage Company)**
 **Condensed
              Statement of Stockholders' Deficiency**
 **For
              the period from April 25, 2005 (Inception) to June 30,
              2007**
 **(Unaudited)**
 DeficitPerferred
                        Stock
                    
                    Common
                        stock
                    
                    Additional
                    
                    accumulated
                        during
                    
                    
                    
                    Totalpaid-in
                    
                    development
                    
                    Subscription
                    
                    Stockholder'sShares
                    
                    Amount
                    
                    Shares
                    
                    Amount
                    
                    capital
                    
                    stage
                    
                    Receivable
                    
                    DeficiencyBalance
                        April 25, 2005
                    
                    
                    -
                    
                    $
                    -
                    
                    
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Common
                        stock issued for services to founder ($0.001)
                    
                    
                    -
                    
                    
                    -
                    
                    
                    100,000
                    
                    
                    100
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (100
                    )
                    
                    (100
                    )In-kind
                        contirubiton
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    22,500
                    
                    
                    -
                    
                    
                    -
                    
                    
                    22,500Net
                        loss for the period April 25, 2005 (inception) to December
                        31, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (12,194
                    )
                    
                    -
                    
                    
                    (12,194
                    )Balance,
                        December 31, 2005
                    
                    
                    -
                    
                    
                    -
                    
                    
                    100,000
                    
                    
                    100
                    
                    
                    22,500
                    
                    
                    (12,194
                    )
                    
                    (100
                    )
                    
                    10,206In-kind
                        contirubiton
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    8,840
                    
                    
                    -
                    
                    
                    -
                    
                    
                    8,840In-kind
                        contribution of services
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    6,000
                    
                    
                    
                    
                    
                    
                    
                    
                    6,000Net
                        loss for the year ended December 31, 2006
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (30,306
                    )
                    
                    -
                    
                    
                    (30,306
                    )Balance,
                        December 31, 2006
                    
                    
                    -
                    
                    
                    -
                    
                    
                    100,000
                    
                    
                    100
                    
                    
                    37,340
                    
                    
                    (42,500
                    )
                    
                    (100
                    )
                    
                    (5,260
                    )In-kind
                        contribution of services
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    7,926
                    
                    
                    -
                    
                    
                    -
                    
                    
                    7,926Net
                        loss for the period ended June 30, 2007
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (15,541
                    )
                    
                    -
                    
                    
                    (15,541
                    )**Balance,
                        June 30, 2007**
                    
                    
                    **-**
                    
                    **$**
                    **-**
                    
                    
                    **100,000**
                    
                    **$**
                    **100**
                    
                    **$**
                    **45,266**
                    
                    **$**
                    **(58,041**
                    **)**
                    **$**
                    **(100**
                    **)**
                    **$**
                    **(12,875**
                    **)**
  See
              accompanying notes to condensed financial statements
  4
  **United
                        Nations Securities Association, Inc.****(A
                        Development Stage Company)****Condensed
                        Statement of Cash Flows****For
                        the Six Months Ended June 30, 2007 and 2006
                        and****For
                        the Period from April 25,2005 (inception) to June 30,
                        2007****(Unaudited)****For
                        The Period****Six
                        Months Ended June 30,**
                    
                    **Six
                        Months Ended June 30,**
                    
                    **April
                          25, 2005**
                          **(Inception)
                            to****2007**
                    
                    **2006**
                    
                    **June
                        30, 2007****Cash
                        Flows From Operating Activities:**Net
                        Loss
                    
                    $
                    (15,541
                    )
                    $
                    (12,250
                    )
                    $
                    (58,041
                    )Adjustments
                        to reconcile net loss to net cash used in operationsIn-kind
                        contribution
                    
                    
                    7,926
                    
                    
                    2,236
                    
                    
                    45,266Changes
                        in operating assets and liabilities:Decrease
                        in accounts payable
                    
                    
                    (1,348
                    )
                    
                    
                    
                    
                    -Increase
                        in prepaid expenses
                    
                    
                    -
                    
                    
                    10,014
                    
                    
                    -**Net
                        Cash Used In Operating Activities**
                    
                    
                    **(8,963**
                    **)**
                    
                    **-**
                    
                    
                    **(12,775**
                    **)****Cash
                        Flows From Financing Activities:**Proceeds
                        from loan payable - related party
                    
                    
                    5,500
                    
                    
                    -
                    
                    
                    15,500**Net
                        Cash Provided by Financing Activities**
                    
                    
                    **5,500**
                    
                    
                    **-**
                    
                    
                    **15,500****Net
                        Decrease in Cash**
                    
                    
                    **(3,463**
                    **)**
                    
                    
                    
                    
                    2,725Cash
                        at Beginning of Period
                    
                    
                    6,188
                    
                    
                    -
                    
                    
                    -**Cash
                        at End of Period**
                    
                    **$**
                    **2,725**
                    
                    **$**
                    **-**
                    
                    **$**
                    **2,725****Supplemental
                        disclosure of cash flow information:**Cash
                        paid for interest
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Cash
                        paid for taxes
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -**Supplemental
                        disclosure of non-cash investing and financing
                        activities:**Stock
                        sold for subscription (100,000 shares)
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    100
  See
              accompanying notes to condensed financial statements
  5
  **UNITED
        NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
  **NOTE
        1 BASIS OF PRESENTATION AND ORGANIZATION**
 
 ***(A)
        Basis of Presentation***
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States of America
        and the rules and regulations of the Securities and Exchange Commission for
        interim financial information. Accordingly, they do not include all the
        information necessary for a comprehensive presentation of financial position
        and
        results of operations.
 
 It
        is
        management’s opinion however, that all material adjustments (consisting of
        normal recurring adjustments) have been made which are necessary for a fair
        financial statements presentation. The results for the interim period are
        not
        necessarily indicative of the results to be expected for the year.
 
 United
        Nations Securities Association, Inc. (a development stage company) (the
“Company”) was incorporated under the laws of the State of Delaware on April 25,
        2005. The Company was organized to merge with an emerging Japanese company.
        Activities during the development stage include developing the business plan
        and
        raising capital.
 
 ***(B)
        Use of Estimates***
 
 In
        preparing financial statements in conformity with generally accepted accounting
        principles, management is required to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and
        expenses during the reported period. Actual results could differ from those
        estimates.
 
 ***(C)
        Cash and Cash Equivalents***
 
 The
        Company considers all highly liquid temporary cash investments with an original
        maturity of three months or less to be cash equivalents. At June 30, 2007,
        the
        Company had no cash equivalents.
 
 ***(D)
        Loss Per Share***
 
 Basic
        and
        diluted net loss per common share is computed based upon the weighted average
        common shares outstanding as defined by Financial Accounting Standards No.
        128,
“Earnings Per Share.” As of June 30, 2007 and 2006 there were no common share
        equivalents outstanding.
  6
 **UNITED
          NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 
 ***(E)
        Income Taxes***
 
 The
        Company accounts for income taxes under the Statement of Financial Accounting
        Standards No. 109, “Accounting for Income Taxes” (“SFAS 109). Under SFAS109,
        deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between the financial statement
        carrying amount of existing assets and liabilities and their respective tax
        bases. Deferred tax assets and liabilities are measured using enacted tax
        rates
        expect to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. Under SFAS 109, the
        effect
        on deferred tax assets and liabilities of a change in tax rates is recognized
        in
        income in the period that includes the enactment date.
 
 ***(F)
        Business Segments***
 
 The
        Company operates in one segment and therefore segment information is not
        presented.
 
 ***(G)
        Revenue Recognition***
 
 The
        Company recognized revenue on arrangements in accordance with Securities
        and
        Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
        Financial Statements” and No. 104, “Revenue Recognition”. In all cases, revenue
        is recognized only when the price is fixed and determinable, persuasive evidence
        of an arrangement exists, the service is performed and collectability of
        the
        resulting receivable is reasonably assured.
 
 ***(H)
        Recent Accounting Pronouncements***
 
 In
        September 2006, the FASB issued SFAS No. 157, *“Fair
        Value Measurements”.* The
        objective of SFAS 157 is to increase consistency and comparability in fair
        value
        measurements and to expand disclosures about fair value measurements. SFAS
        157
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles, and expands disclosures about fair
        value measurements, SFAS 157 applies under other accounting pronouncements
        that
        require or permit fair value measurements and does not require any new fair
        value measurements. The provisions of SFAS No. 157 are effective for fair
        value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement is not expected to have a material effect on the
        Company’s future reported financial position or results of
        operations.
 
 In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115* ”.
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Most of the provisions of SFAS No. 159
        apply
        only to entities that elect the fair value option. However, the amendment
        to
        SFAS No. 115 “ *Accounting
        for Certain Investments in Debt and Equity Securities* ”
applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, “ *Fair
        Value Measurements”.* The
        adoption of this statement is not expected to have a material effect on the
        Company's financial statements.
  7
 **UNITED
          NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 During
        2006, the Company received a loan of $10,000 from its President. The loan
        is non  interest  bearing,
        unsecured and due on demand.
 
 **NOTE
        2** **** **LOAN
        PAYABLE - RELATED PARTY**
 
 On
        April
        6, 2007, the Company received a loan of $5,000 from its President. The loan
        is
        non interest bearing, unsecured and due on demand.
 
 During
        the year ended December 31, 2006, the Company received a loan of $10,500
        from
        its President. The loan is non interest bearing, unsecured and due on
        demand.
 
 **NOTE
        3**  **SHAREHOLDER’S
        EQUITY**
 
 ***(A)
        Common Stock Issued for Subscription Receivable***
 
 During
        2005, the Company issued 100,000 shares of common stock for a subscription
        receivable of $100.
 
 ***(B)
        In-Kind Contribution***
 
 For
        the
        six months ended June 30, 2007 the Company recorded $3,000 for the fair value
        of
        services contributed by its President (See Note 4).
 
 For
        the
        six months ended June 30, 2007 the sole shareholder of the Company paid $4,926
        of operating expenses on behalf of the Company (See Note 4).
 
 During
        2005, the sole shareholder of the Company paid $22,500 of operating expenses
        on
        behalf of the Company (See Note 4).
 
 During,
        2006 the sole shareholder of the Company paid $8,840 of operating expenses
        on
        behalf of the Company (See Note 4).
 8
  **UNITED
          NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 During,
        2006 the Company recorded $6,000 for the fair value of services contributed
        by
        its President.
 
 ***(C)
        Amendment to Articles of Incorporation***
 
 During
        2005, the Company amended its Articles of Incorporation to change its name
        from
        United Nations Securities Association to United Nations Securities Association,
        Inc.
 
 **NOTE
        4**  **RELATED
        PARTY TRANSACTIONS**
 
 During
        2005, the sole shareholder of the Company paid $22,500 of operating expenses
        on
        behalf of the Company.
 
 During,
        2006 the sole shareholder of the Company paid $6,332 of operating expenses
        on
        behalf of the Company.
 
 For
        the
        six month ended June 30, 2007 the Company received a loan of $5,000 from
        its
        President. The loan is non interest bearing, unsecured and due on
        demand.
 
 For
        the
        six months ended June 30, 2007 the Company paid a related party rent of
        $4,926.
 
 For
        the
        six months ended June 30, 2007 the Company recorded $3,000 for the fair value
        of
        services contributed by its President.
 
 During
        the year ended December 31, 2006, the Company received two loans totaling
        $10,500 from its President. The loans are non interest bearing, unsecured
        and
        due on demand.
 
 During
        the year ended December 31, 2006 the Company recorded $6,000 for the fair
        value
        of services contributed by its President.
  During
        the year ended December 31, 2006 the Company paid a related party rent of
        $2,508
 
 **NOTE
        5**  **COMMITMENTS
        AND CONTINGENCIES**
 
 During
        2006, the Company entered into a lease agreement with a related party for
        a
        period of three years at a monthly cost of $418.
  9
 **UNITED
          NATIONS SECURITIES ASSOCIATION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007**
 
 **NOTE
        6**  **GOING
        CONCERN**
 
 As
        reflected in the accompanying financial statements, the Company is in the
        development stage with no operations, has a net loss of $58,041 for the period
        from April 25, 2005 (inception) to June 30, 2007, a working capital and
        stockholders’ deficiency of $12,775 and used cash in operations of $12,775 from
        inception. This raises substantial doubt about its ability to continue as
        a
        going concern. The ability of the Company to continue as a going concern
        is
        dependent on the Company’s ability to raise additional capital and implement its
        business plan. The financial statements do not include any adjustments that
        might be necessary if the Company is unable to continue as a going
        concern.
 
 Management
        believes that actions presently being taken to obtain additional funding
        and
        implement its strategic plans provide the opportunity for the Company to
        continue as a going concern.
  10





**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION**




The
      following plan of operation provides information which management believes
      is
      relevant to an assessment and understanding of our results of operations and
      financial condition. The discussion should be read along with our financial
      statements and notes thereto. The following discussion and analysis contains
      forward-looking statements, which involve risks and uncertainties. Our actual
      results may differ significantly from the results, expectations and plans
      discussed in these forward-looking statements.




**Plan
      of Operation**





The
      Registrant is continuing its efforts to locate a merger Candidate for the
      purpose of a merger. It is possible that the registrant will be successful
      in
      locating such a merger candidate and closing such merger. However, if the
      registrant cannot effect a non-cash acquisition, the registrant may have to
      raise funds from a private offering of its securities under Rule 506 of
      Regulation D. There is no assurance the registrant would obtain any such equity
      funding.





**Results
      of Operation**





The
      Company did not have any operating income since inception, April 25, 2005.
      For
      the six months ended June 30, 2007, the registrant recognized a net loss of
      $15,541. Expenses from inception were comprised of costs mainly associated
      with
      legal, accounting and office expense.





**Liquidity
      and Capital Resources**





At
      June
      30, 2007, the Company had no capital resources and will rely upon the issuance
      of common stock and additional capital contributions from shareholders to fund
      administrative expenses pending acquisition of an operating company. However,
      our shareholders are under no obligation to provide such funding.





Management
      anticipates seeking out a target company through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more World Wide Web sites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Management may engage in such solicitation directly
      or
      may employ one or more other entities to conduct or assist in such solicitation.
      Management and its affiliates will pay referral fees to consultants and others
      who refer target businesses for mergers into public companies in which
      management and its affiliates have an interest. Payments are made if a business
      combination occurs, and may consist of cash or a portion of the stock in the
      Company retained by management and its affiliates, or both.





As
      reflected in the accompanying financial statements, the Company is in the
      development stage with no operations and has a negative cash flow from
      operations of $12,775 from inception. This raises substantial doubt about its
      ability to continue as a going concern. The ability of the Company to continue
      as a going concern is dependent on the Company's ability to raise additional
      capital and implement its business plan. The financial statements do not include
      any adjustments that might be necessary if the Company is unable to continue
      as
      a going concern.





Management
      believes that actions presently being taken to obtain additional equity
      financing and implement its strategic plans, which includes developing our
      website and beginning operations will provide us the opportunity to continue
      as
      a going concern. However, we presently have no cash and therefore may not be
      able to continue operations for the next twelve months. As noted above, we
      will
      be dependent upon our shareholders to fund our operations over the next twelve
      months; however our shareholders are under no obligation to provide such
      funding.





Lord
      Dr.
      Masaaki Ikawa will supervise the search for target companies as potential
      candidates for a business combination. Lord Dr. Masaaki Ikawa will pay, at
      his
      own expenses, any costs he incurs in supervising the search for a target
      company. Lord Dr. Masaaki Ikawa may enter into agreements with other consultants
      to assist in locating a target company and may share stock received by it or
      cash resulting from the sale of its securities with such other consultants.
      Lord
      Dr. Masaaki Ikawa controls us and therefore has the authority to enter into
      any
      agreement binding us. Lord Dr. Masaaki Ikawa as our sole officer, director
      and
      only shareholder can authorize any such agreement binding us.




11





**Recent
      Accounting Pronouncements**





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





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





**Critical
      Accounting Policies**




Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use of estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.




Our
      significant accounting policies are summarized in Note 1 of our financial
      statements. While all these significant accounting policies impact our financial
      condition and results of operations, we view certain of these policies as
      critical. Policies determined to be critical are those policies that have the
      most significant impact on our financial statements and require management
      to
      use a greater degree of judgment and estimates. Actual results may differ from
      those estimates. Our management believes that given current facts and
      circumstances, it is unlikely that applying any other reasonable judgments
      or
      estimate methodologies would cause effect on our consolidated results of
      operations, financial position or liquidity for the periods presented in this
      report.





**Off
      Balance Sheet Arrangements**




We
      have
      no off-balance sheet arrangements





**ITEM
                3.**
            **CONTROLS
                AND PROCEDURES**





**Evaluation
      of disclosure controls and procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2007. Based
      on
      this evaluation, our principal executive officer and principal financial
      officers have concluded that our disclosure controls and procedures are
      effective to ensure that information required to be disclosed by us in the
      reports we file or submit under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Securities
      and
      Exchange Commission's rules and forms and that our disclosure and controls
      are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit 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.




12





**Changes
      in internal controls**




There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the quarter ended June 30, 2007 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





**PART
      II - OTHER INFORMATION**





**ITEM
                1.**
            **LEGAL
                PROCEEDINGS.**





We
      are
      currently not a party to any pending legal proceedings and no such actions
      by,
      or to the best of its knowledge, against us have been threatened.





**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.**





No
      matter
      was submitted during the quarter ending June 30, 2007, covered by this report
      to
      a vote of our shareholders, through the solicitation of proxies or
      otherwise.





**ITEM
                5.**
            **OTHER
                INFORMATION.**





None





**ITEM
                6.**
            **EXHIBITS
                AND REPORTS OF FORM 8-K.**





(a)
            Reports
                on Form 8-K and Form 8K-A




None.





(b)
            Exhibits





**Exhibit
                Number**
            
            **Exhibit
                Title**31.1
            
            Certification
                of Lord Dr. Masaaki Ikawa pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            
            Certification
                of Lord Dr. Masaaki Ikawa pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




13


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.




By:
/s/*Lord
              Dr. Masaaki Ikawa*Lord
                Dr. Masaaki Ikawa
              President,
                Chief Executive Officer
              Principal
                Financial Officer and
              Secretary


August
      13, 2007




14