UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

[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

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
    Act Of 1934

             For the transition period ____________ to ____________

                        Commission file number 000-21753


                           LASALLE BRANDS CORPORATION
                  Name of Small Business Issuer in Its Charter

       NEVADA                                                     88-0263701
State of Incorporation                                         I.R.S. Employer
                                                              Identification No.

  7702 E Doubletree Ranch Suite 300
          SCOTTSDALE, AZ                                            85258
Address of Principal Executive Offices                             Zip code

                                  480-905-5550
                            Issuer's Telephone Number

              Securities registered under Section 12(b) of the Act:

                                      NONE

              Securities registered under Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                 Title of class

Check  whether  the  issuer:  (1)  filed  all  reports  required  to be filed by
Section13  or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  SB is not  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-QSB
or any amendments to this Form 10-QSB [ ]

The number of shares  outstanding  of the  issuer's  only class of Common  Stock
$0.001 par value was 28,539,092 on October 10, 2007.
<PAGE>
                                      INDEX

PART I      Financial Information

     Item 1. CONSOLIDATED FINANCIAL STATEMENTS                                 3

          Consolidated Balance Sheet as of June 30, 2007 (unaudited)
                                                                               4
          Consolidated Statements of Operations accumulated from date
          of inception and the six month periods ended June 30, 2007
          and 2006 (unaudited)                                                 5

          Consolidated Statements of Cash Flows accumulated from date
          of inception and the six month periods ended June 30, 2007
          and 2006 (unaudited)                                                 6

          Notes to the Consolidated Financial Statements                      14

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
        AND FINANCIAL CONDITIONS                                              17

Item 3. CONTROL AND PROCEDURES

Part II OTHER INFORMATION                                                     17

     1. LEGAL PROCEEDINGS                                                     17

     2. CHANGES IN SECURITIES                                                 17

     3. DEFAULT UPON SENIOR SECURITIES                                        17

     4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   17

     5. OTHER INFORMATION                                                     18

     6. EXHIBITS AND REPORTS ON FORM 8-K                                      19

Signatures

                                       2
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                                   June 30, 2007
                                                                   -------------
ASSETS

Current Assets
  Cash                                                              $     2,321
                                                                    -----------
Total Cash                                                                2,321

Accounts receivable                                                          --
Deposits                                                                    450
                                                                    -----------
Total Current Assets                                                      2,771

Property and Equipment                                                    3,197
                                                                    -----------

Total Assets                                                        $     5,968
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts Payable                                                  $   567,324
  Accrued Liabilities                                                   229,576
  Notes Payable (current)                                               361,635
                                                                    -----------
Total Current Liabilities                                             1,158,535

Total Liabilities                                                     1,158,535

Stockholders' Deficit
  Common stock, 200,000,000 shares authorized, par
   value of $0.001, 1,399,293 issued and outstanding                      1,399

Additional paid-in-capital                                            7,372,578

Deficit Accumulated in the Development Stage                         (8,526,544)
                                                                    -----------
Total Stockholders' Deficit                                          (1,152,567)
                                                                    -----------

Total Liabilities and Stockholders' Deficit                         $     5,968
                                                                    ===========

      See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                   Accumulated from
                                       date of         Three Months     Three Months       Six Months        Six Months
                                     inception to         Ended            Ended             Ended             Ended
                                       June 30,          June 30,         June 30,          June 30,          June 30,
                                         2007              2007             2006              2007              2006
                                      ----------        ----------       ----------        ----------        ----------
                                           $                 $                $                 $                 $
<S>                                       <C>           <C>              <C>              <C>                <C>
Revenue                                   60,505                --           10,000                --            60,000

Cost of sales                                 --                --               --                --                --
                                      ----------        ----------       ----------        ----------        ----------

Total Gross Profit                        60,505                --           10,000                --            60,000
                                      ----------        ----------       ----------        ----------        ----------
Expenses
  General and administrative           8,418,617            11,357          739,998            23,080         1,593,199
  Interest                               168,432             8,368           18,532            15,035            39,132
                                      ----------        ----------       ----------        ----------        ----------

Total Expenses                        8, 587,049            19,725          758,530            38,115         1,632,331
                                      ----------        ----------       ----------        ----------        ----------

Net Loss from Operations              (8,526,544)          (19,725)        (748,530)          (38,115)       (1,572,331)
                                      ----------        ----------       ----------        ----------        ----------

Net Loss for the Period               (8,526,544)          (19,725)        (748,530)          (38,115)       (1,572,331)
                                      ==========        ==========       ==========        ==========        ==========

Net Loss Per Share - Basic and
 Diluted                              $  (13.397)       $   (0.014)      $   (1.837)       $   (0.028)       $   (1.972)
                                      ==========        ==========       ==========        ==========        ==========

Weighted Average Number of Shares
 Outstanding                             636,470         1,379,293          407,418         1,374,293           797,368
                                      ==========        ==========       ==========        ==========        ==========
</TABLE>


      See accompanying notes to unaudited consolidated financial statements

                                       4
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Accumulated from
                                                              date of             Six months        Six months
                                                            inception to            ended             ended
                                                              June 30,             June 30,          June 30,
                                                                2007                 2007              2006
                                                             ----------           ----------        ----------
                                                                 $                    $                  $
<S>                                                          <C>                  <C>              <C>
Cash Flows Used In Operating Activities
  Net loss                                                   (8,526,544)             (38,115)       (1,572,331)
  Depreciation and amortization                                   1,178                  299               279
  Shares issued as compensation for services                  5,896,901                   --         1,077,230
  Shares issued for employee compensation                        10,000                   --                --
  Expense for employee stock options                            168,000                   --                --
  Debt conversion cost                                          707,283                   --                --
  Amount of beneficial conversion feature of
   convertible debt                                              50,000                   --                --
  Bad debt expense                                               50,087                   --                --
  Write off of pre-acquisition payables                         (44,815)                  --                --
  Changes in operating assets and liabilities
    (Increase) decrease in accounts receivable                 (116,787)                  --           (45,598)
    (Increase) decrease in notes receivable                          --                   --                --
    (Increase) decrease in prepaid expenses and
     deposits                                                      (182)                  --               268
    Increase (decrease) in accounts payable and
     accrued liabilities                                      1,148,363              (59,188)          432,861
    Increase/(decrease) in deferred revenue                          --                   --           (20,000)
                                                             ----------           ----------        ----------

Net Cash Provided by (Used in) Operating Activities            (656,515)             (97,003)         (127,291)
                                                             ----------           ----------        ----------
Cash Flows Used in Investing Activities
  Acquisition of computer equipment                              (4,376)              (1,220)               --
  Restricted cash                                                (2,990)                  --            44,102
  Cash from acquisition of UltraGuard                             5,678                   --                --
                                                             ----------           ----------        ----------

Net Cash Provided by (Used) in Investing Activities              (1,688)              (1,220)           44,102
                                                             ----------           ----------        ----------
Cash Flows From Financing Activities
  Proceeds from subscribed shares                               209,400               15,000                --
  Increase (decrease) in loans/notes from unrelated
   parties                                                      361,644               85,000           (17,900)
  Proceeds from exercise of stock options                        89,480                   --            88,000
                                                             ----------           ----------        ----------

Net Cash Provided by (Used in) Financing Activities             660,524              100,000            70,100
                                                             ----------           ----------        ----------

Increase (Decrease) in Cash                                       2,321                1,777           (13,089)

Cash - Beginning of the Period                                       --                  544            14,037
                                                             ----------           ----------        ----------

Cash - End of the Period                                          2,321                2,321               948
                                                             ==========           ==========        ==========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       5
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

1. Basis of Presentation, Nature of Operations and Continuance of Business

The accompanying  interim financial  statements have been prepared in accordance
with the rules and  regulations of the  Securities  and Exchange  Commission for
interim reporting.  Accounting policies utilized in the preparation of financial
information  herein  presented are the same as set forth in the annual financial
statements of LaSalle Brands  Corporation (the "Company").  Certain  disclosures
and information normally included in financial statements have been condensed or
omitted. In the opinion of the Company,  these financial  statements contain all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the  interim  financial  statements.  Interim  results of
operations are not indicative of the results of operations for the full year.

These  consolidated  financial  statements have been prepared in accordance with
United  States  generally  accepted  accounting  principles,  on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  and  commitments  in the normal course of business.  As at June 30,
2005, the UltraGuard Water Systems Corp has not recognized  significant revenue,
had a working capital deficit of $863,409,  and had accumulated operating losses
of  $7,051,421  since  inception.  The  combined  company  has  yet to  generate
significant revenue and will require additional capital to do so. As of December
31,  2006,  the  Company  had  a  working  capital  deficit  of  $1,131,728  and
accumulated  operating losses of $8,488,428.  The continuation of the Company is
dependent upon the continuing  financial  support of creditors and  stockholders
and obtaining  short-term  and long-term  financing,  the  completion of product
development and achieving  profitability.  These  conditions  raise  substantial
doubt  about  the  Company's  ability  to  continue  as a going  concern.  These
financial  statements do not include any adjustments  that might arise from this
uncertainty.  Management is attempting to raise debt and equity  capital and use
the proceeds to develop  restaurant  concepts and explore  acquisitions of other
existing restaurant  concepts.  However,  there is no assurance that the Company
will be successful in executing its business plan.

On September 21, 2006, the Company's Board of Directors  approved a one for five
(1:5) reverse split of the Company's  common stock, an increase in the Company's
authorized shares from 100 million to 200 million,  to change the Company's name
to LaSalle  Brands Corp.,  and  authorized  10 million  shares of a new class of
Preferred  Series  stock  at $10 per  shares  having  a  conversion  rate of one
preferred  share into four common shares and each share paying a dividend of 10%
APR.  Shareholders  representing  a majority of 84.5% of the shares  outstanding
have voted in favor of the Boards decision.

On June 18, 2007,  the  Company's  Board of Directors  approved a one for twenty
(1:20) reverse split of the Company's common stock.  Shareholders representing a
majority of the shares  outstanding  have voted in favor of the Boards decision.
The Company is negotiating  with several ice cream  distribution  companies with
the intent to acquire  them.  The  reverse  split and name change is a result of
these negotiations as the company moves closer to definitive purchase agreements
with the  distribution  companies.  On August 10,  2007 the  Company  executed a
purchase agreement with LaSalle Brands, Inc. .

2. Significant Accounting Policies

CONSOLIDATED FINANCIAL STATEMENTS

These  financial  statements  include the  accounts of the Company and RCI.  All
significant  inter-company  transactions and balances of the  subsidiaries,  Q's
Franchise Company and Fit `N Healthy Franchise Company, have been eliminated.

On  July  11,  2005  ("the  acquisition   date"),   LaSalle  Brands  Corporation
("LaSalle")  acquired  all of the  outstanding  stock  of  Restaurant  Companies
International, Inc ("RCI"). For accounting purposes, the acquisition was treated
as the  acquisition  of  LaSalle  by RCI  with  RCI as the  accounting  acquirer
(reverse acquisition). As a result, the historical financial statements prior to
the  acquisition  date are those of RCI from July 1, 2005 (date of  inception of
RCI).

                                       6
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  include cash on hand, in banks and all highly liquid
investments with maturity of three months or less when purchased.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  recorded at cost.  Depreciation  is computed on a
straight-line  method using an estimated useful life of five years for furniture
and three years for computer equipment.

REVENUE RECOGNITION

The Company  recognizes  revenue in  accordance  with  Securities  and  Exchange
Commission Staff Accounting  Bulletin No. 104,  "Revenue  Recognition."  Revenue
will be  recognized  only  when the price is fixed or  determinable,  persuasive
evidence of an arrangement exists, the service is performed,  and collectibility
is reasonably  assured.  Deferred revenue  represents  deposits received for the
development of restaurants  sites. Those deposits are recognized as revenue when
the respective stores open.

ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  used in the United  States  requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities in the financial  statements and accompanying  notes. Actual results
could differ from these estimates.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

The Company  computes net income  (loss) per share in  accordance  with SFAS No.
128, "Earnings per Share".  This statement  requires  presentation of both basic
and diluted earnings per share (EPS) on the face of the income statement.  Basic
EPS is computed by dividing net income (loss)  available to common  shareholders
(numerator)  by  the  weighted  average  number  of  common  shares  outstanding
(denominator)  during  the  period.  Diluted  EPS gives  effect to all  dilutive
potential common shares  outstanding  during the period including stock options,
using the treasury stock method,  and  convertible  preferred  stock,  using the
if-converted  method.  In computing diluted EPS, the average stock price for the
period is used in determining  the number of shares assumed to be purchased from
the exercise of stock options or warrants.  The Company had no convertible  debt
as of June 30, 2007.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company  accounts for stock based  compensation  in accordance with SFAS No.
123,  "Accounting for Stock-Based  Compensation."  This statement  requires that
stock  awards   granted   subsequent  to  January  1,  1995,  be  recognized  as
compensation   expense  based  on  their  fair  value  at  the  date  of  grant.
Alternatively,  a company may account for granted stock awards under  Accounting
Principles  Board  Opinion  (APB)  No.  25,  "Accounting  for  Stock  Issued  to
Employees," and disclose pro forma income amounts which would have resulted from
recognizing  such  awards at their  fair  value.  Prior to  January  1, 2006 the
Company elected to account for stock-based  compensation for employees under APB
No. 25 and make the required pro forma  disclosures for compensation  expense in
accordance with SFAS No. 123. The Company accounts for stock issued for services
to non-employees in accordance with SFAS No. 123.  Compensation expense is based
on the fair market  value of the stock  award or fair market  value of the goods
and services received whichever is more reliably measurable.

Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised  2004),  Share-Based  Payment  ("SFAS  123R"),  which
requires  the  Company to measure  the cost of  employee  services  received  in
exchange for all equity awards granted including stock options based on the fair
market value of the award as of the grant date. SFAS 123R  supersedes  Statement
of  Financial   Accounting   Standards  No.  123,   Accounting  for  Stock-Based
Compensation  ("SFAS  123") and  Accounting  Principles  Board  Opinion  No. 25,
Accounting  for Stock  Issued to Employees  ("APB 25").  The Company has adopted
SFAS 123R using the  modified  prospective  method.  Accordingly,  prior  period
amounts have not been restated.  Under the modified  prospective  method,  stock
options  awards that are granted,  modified or settled  after  December 31, 2005
will be valued at fair  value in  accordance  with  provisions  of SFAS 123R and
recognized on a straight line basis over the service period of the entire award.
At December 31, 2005, all outstanding stock options were fully vested.

The Company issued 8,000 options to one employee who was fully vested during the
year ending  December 31 2006. No shares have been issued in 2007. In accordance
with SFAS No. 123 (revised  2004),  the Black Scholes Method was used in valuing
the  options  that were  granted.  Through  the  Black  Scholes  Method,  it was
determined  that the 8,000 options were valued at $88,000.  The following  table
indicates the input values used. All options were fully vested when granted.

                                       7
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

                                                                    Weighted
                                                                    Average
                                 Stock Price    Option Shares    Exercise Price
                                 -----------    -------------    --------------
Balance, December 31, 2005                              0            $ 0.00
Granted                            $11.00           8,000            $11.00
Exercised                          $22.00           8,000            $11.00
Expired, or Terminated                                  0            $ 0.00
Balance, December 31, 2006                              0            $ 0.00
Balance, June 30, 2007                                  0            $ 0.00

                                                    2006              2007
                                                  -------            ------
Exercisable at the end of the year                      0                 0
Weighted average fair value of
 each option granted during the year              $ 21.00            $ 0.00
Intrinsic value of the options
 when exercised                                   $88,000            $ 0.00

There are no options outstanding and exercisable as of June 30, 2007.

LONG-LIVED ASSETS

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived  Assets"
establishes a single accounting model for long-lived assets to be disposed of by
sale including discontinued operations.  SFAS 144 requires that these long-lived
assets be measured at the lower of the  carrying  amount or fair value less cost
to sell, whether reported in continuing operations or discontinued operations.

FINANCIAL INSTRUMENTS

The  fair  value  of  cash,  accounts  receivable,   accounts  payable,  accrued
liabilities  and amounts owing to related  parties  approximates  their carrying
value  due  to  the  immediate  or  short-term   maturity  of  these   financial
instruments.  The Company is not exposed to  significant  interest,  currency or
credit risks arising from these financial instruments.

CONCENTRATION OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to credit  risk
consist  principally  of cash.  Cash was  deposited  with a high credit  quality
institution.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"),  which clarifies the accounting for uncertainty in income taxes recognized
in an  enterprise's  financial  statements  in  accordance  with  SFAS No.  109,
"Accounting  for Income  Taxes." FIN 48 prescribes a  recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position  taken or expected to be taken in a tax return.  FIN 48, which is
effective  for fiscal years  beginning  after  December 15, 2006,  also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods,  disclosure, and transition. Based on the Company's evaluation,
there are no significant  uncertain tax positions  requiring  recognition in our
financial statements or adjustments to deferred tax assets and related valuation
allowance.  There was no cumulative effect of the change in accounting principle
resulting  in an  adjustment  to  accumulated  deficit at  January 1, 2007.  The
Company does not expect any  significant  changes in  unrecognized  tax benefits
during the next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions
as part of income tax expense. For the three and six months ended June 30, 2007,
the Company did not accrue any interest or penalties into income tax expense.

The tax years 2005 through 2006 remain open to  examination by the major federal
and state taxing jurisdictions to which the Company is subject.

                                       8
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
("FASB No. 157").  FASB No. 157 defines fair value,  establishes a framework for
measuring fair value in generally  accepted  accounting  principles  (GAAP), and
expands  disclosures about fair value  measurements.  FASB No. 157 applies under
other accounting  pronouncements that require or permit fair value measurements,
the FASB having  previously  concluded in those accounting  pronouncements  that
fair value is the relevant measurement  attribute.  Accordingly,  this Statement
does not require any new fair value measurements.

In December 2006,  the FASB issued FASB Staff Position EITF 00-19-2,  Accounting
for Registration  Payment  Arrangements  ("FSP EITF 00-19-2").  FSP EITF 00-19-2
specifies  that the contingent  obligation to make future  payments or otherwise
transfer consideration under a registration payment arrangement,  whether issued
as a separate agreement or included as a provision of a financial  instrument or
other agreement, should be separately recognized and measured in accordance with
FASB Statement No. 5,  Accounting  for  Contingencies.  A  registration  payment
arrangement  is defined in FSP EITF 00-19-2 as an  arrangement  with both of the
following  characteristics:  (1) the arrangement  specifies that the issuer will
endeavor  (a) to file a  registration  statement  for the  resale  of  specified
financial  instruments  and/or for the resale of equity shares that are issuable
upon  exercise or  conversion of specified  financial  instruments  and for that
registration statement to be declared effective by the US SEC within a specified
grace  period,  and/or (b) to maintain  the  effectiveness  of the  registration
statement  for a  specified  period  of  time  (or in  perpetuity);  and (2) the
arrangement requires the issuer to transfer consideration to the counterparty if
the  registration  statement  for the  resale  of the  financial  instrument  or
instruments  subject  to  the  arrangement  is  not  declared  effective  or  if
effectiveness of the registration statement is not maintained.  FSP EITF 00-19-2
is effective for registration payment arrangements and the financial instruments
subject to those  arrangements  that are entered into or modified  subsequent to
December  21,  2006.  For  registration   payment   arrangements  and  financial
instruments  subject to those  arrangements  that were entered into prior to the
issuance  of  FSP  EITF  00-19-2,  this  guidance  is  effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2006,  and
interim  periods within those fiscal years. We do not expect the adoption of FSP
EITF 00-19-2 to have a material impact on our consolidated financial statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities  ("SFAS 159") which 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.  SFAS 159
will be effective  for us on January 1, 2008. We are  currently  evaluating  the
impact of adopting SFAS 159 on our financial  position,  cash flows, and results
of operations.

LOSS CONTINGENCIES

The  Company  estimates a loss  contingency  in  accordance  with  Statement  of
Financial Accounting Standards ("SFAS" No. 5 "Accounting for Contingencies". The
Company  accrues  the loss by a  charge  to  income  when  there is  information
available that it is probable that an asset has been impaired or a liability has
been incurred and the amount of the loss can be reasonably estimated.

GOODWILL AND OTHER INTANGIBLES

In July 2001, the Financial Accounting Standards Board ("FASB") issued statement
of Financial  Accounting  Standards  No. 142 ("SFAS  142"),  "Goodwill and Other
Intangible Assets," which is effective for fiscal years beginning after December
15, 2001. SFAS 142 prohibits the amortization of goodwill and intangible  assets
with  indefinite  useful  lives but  requires  that these assets be reviewed for
impairment  at least  annually  or on an  interim  basis if an event  occurs  or
circumstances change that could indicate that their value has diminished or been
impaired.  Other  intangible  assets will  continue to be  amortized  over their
estimated useful lives. In addition,  the standard  includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill.

INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until
realization  is more  likely than not.  The  Company  has  adopted  SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109, the
Company is required  to compute  tax asset  benefits  for net  operating  losses
carried  forward.  Potential  benefit  of net  operating  losses  have  not been
recognized in these financial  statements  because the Company cannot be assured
it is more likely  than not it will  utilize the net  operating  losses  carried
forward in future years.

                                       9
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

3. Property and Equipment

Property and equipment is stated at cost less accumulated depreciation.

                                                         June 30,      June 30,
                                                           2007          2006
                                       Accumulated       Net Book      Net Book
                             Cost      Depreciation        Value         Value
                             ----      ------------        -----         -----
                              $             $                $             $

Property and equipment      4,376         1,179            3,197         2,558
                            =====         =====            =====         =====

4. Notes Payable

a)   Prior to the merger with Restaurant Companies  International,  Inc. in June
     2005, Restaurant Companies International,  Inc. entered into a note payable
     agreement totaling $100,000 signed on April 2, 2005, for $100,000 principal
     with 8% interest per annum and matures in one year. Interest is accrued and
     payable  quarterly.  Additional  terms  included  the issuance of 5% of the
     issued and outstanding  shares of the membership  interest of Q's Franchise
     Company,  LLC with an option to convert the sums due to an additional 5% of
     the issued and outstanding  shares of the membership  interest.  The holder
     shall also receive 13,333 shares of the common stock of the Company.

b)   On August 15, 2005, a debenture  payable totaling $50,000 was acquired with
     the purchase of Fit & Healthy, a restaurant concept with no operations with
     quarterly  interest of $1,250.  Principal was due on December 1, 2005.  The
     holder has the option to convert  all or part of the  principal  amount and
     accrued  interest into common stock,  par  value$0.001 per share at a price
     per share equal to 50% of the closing bid price of the common  stock on the
     date that the company receives notice of conversion. The Company recognized
     the  value of the  beneficial  conversion  feature  as  $50,000.  Since the
     obligation  matured in 2005,  the full amount of the discount was amortized
     as interest  expense in the year ended  December 31,  2005.  The Company is
     currently  in default of this  debenture  as no  payments  of  interest  or
     principal  have been  made.  Interest  will  continue  to accrue  until the
     debenture is paid or converted into common stock.

c)   On November  8, 2005,  a note  payable  totaling  $100,000  and bearing 12%
     interest  per annum was  received.  Principal  is due on  November 6, 2006.
     Interest  is accrued  and  payable on  November  6,  2006.  The  Company is
     currently  in default of this note as no payments of interest or  principal
     have been made. Interest will continue to accrue until the note is settled.

d)   On December 1, 2005, a cash advance  totaling  $25,000  bearing no interest
     was  received.  The  principal  of  $25,000  was due in January  2006.  The
     principal  was repaid by a related party on behalf of LaSalle and converted
     to a cash advance owing to the related party. The cash advance has now been
     settled by the issuance of stock for the debt.

e)   In January 2006, three notes payable totaling $6,900 and in March 2006, one
     note payable of $200 was received bearing 10% interest per annum. Principal
     and interest are payable on demand.

f)   In June 2006, a note payable  totaling  $8,000 and bearing 12% interest per
     annum was received. Principal and interest are payable on demand.

g)   In December  2006,  amounts owing to a former  employee were converted to a
     non-interest  bearing  note  payable  for  $11,535.  The note is payable on
     demand.

h)   In March 2007,  accounts payable owing to American  Restaurant  Development
     Company were  transferred to a note payable to Jon Payne  totaling  $85,000
     and bearing 8% interest  per anum.  Principal  and  interest  are due March
     2008.

                                       10
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

<TABLE>
<CAPTION>
Type                 Description           Date       Principal     Interest        Due Date
----                 -----------           ----       ---------     --------        --------
<S>              <C>                    <C>          <C>           <C>             <C>
Note Payable      Dr. Jeffrey Martin     4/2/2005     $100,000      8%/Annum        7/2/2006
Debenture         Jon Payne             8/15/2005     $ 50,000      10%/Annum      12/1/2005
Note Payable      TH & TW LLC           11/8/2005     $100,000      12%/Annum      11/8/2006
Note Payable      Kenneth Fielding      1/26/2006     $  7,100      10%/Annum      On demand
Note Payable      Roger Enfield         6/26/2006     $  8,000      12%/Annum      On demand
Note Payable      Curtis Patterson     12/31/2006     $ 11,535      None           On demand
Note Payable      Jon Payne             3/31/2007     $ 85,000      8%/Annum       3/31/2008
</TABLE>

5. Common Stock

a)   Stock Split

     On June 13,  2005,  the Board of  Directors  approved a one for one hundred
     reverse stock split of common shares. The Company issued one share for each
     one hundred  common shares  outstanding  effective  June 13, 2005.  All per
     share amounts have been retroactively adjusted to reflect the reverse stock
     split. The number of shares  outstanding  pre-reverse split was 60,891,806.
     After giving effect to the reverse split the  outstanding  shares  totalled
     609,021.

     On  September  21,  2006,  the Board of  Directors  approved a one for five
     reverse stock split of common shares. The Company issued one share for each
     five common shares outstanding  effective September 21, 2006. All per share
     amounts  have been  retroactively  adjusted to reflect  the  reverse  stock
     split. The number of shares  outstanding  pre-reverse split was 93,974,913.
     After giving effect to the reverse split the  outstanding  shares  totalled
     18,795,136.

b)   On November 26, 2003,  the Company  adopted The Incentive Plan ("the Plan")
     that was registered with the Securities  Exchange Commission on December 1,
     2003 on Form S-8. Under the Plan, the Company may issue 5,000,000 shares of
     common stock or grant options. During the year ended December 31, 2004, the
     Company issued all remaining shares pursuant to the Plan.

c)   Independents Contractors/Consulting Plan

     On July 27, 2005 the Company adopted the Independent Contractors/Consulting
     Plan (the "Plan").  Under the Plan, the Company may issue 5,000,000  common
     shares or grant options.  The Company issued all remaining  shares pursuant
     to the Plan.

     On February 9, 2006 the Company  adopted the  Qualified  Stock  Option Plan
     (the "Plan"). Under the Plan, the Company may issue 5,000,000 common shares
     or grant options.  The value of the shares  granted is determined  based on
     the trading price of the company's  common stock at the date of grant.  The
     Company  issued 160,000  options to one employee  during the quarter ending
     March 31,  2006.  The  Company  expensed  the fair value of the  options of
     $168,000  in  the  quarter  ended  March  31,  2006.   The  options  vested
     immediately  and were  exercised  within the  period.  There are no options
     outstanding at December 31, 2006.

     On July 18, 2006 the Company  adopted the 2006  Incentive Plan allowing the
     Company to issue 10,000,000 common shares or grant options.

                                       11
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

6. Legal Proceedings/Contingency Accrual

a)   The  Company  has made a  provision  for a loss of $27,000 in a claim filed
     with the British  Columbia Labor  Relations  (LRB) Board,  made by a former
     employee for wrongful dismissal.  The loss amount was the amount determined
     by the LRB. This amount  represented the total probable loss of the lawsuit
     and has been  recorded as an accrued  liability as of December 31, 2004 and
     2003. On October 20, 2005 the employee filed a lawsuit in the Supreme Court
     of British Columbia against the Company and a former subsidiary; UV Systems
     Technology Inc whom the former employee was employed by, claiming  wrongful
     dismissal.  UV Systems  Technology  Inc has filed a  Statement  of Defense.
     Counsel for the former employee  informed the Company that counsel would be
     filing an amended  Statement  of Claim.  The amount of the claim is for one
     year of salary, which would represent CAN$90,000  (US$77,193) including the
     $27,000 determined for the LRB. Subsequent to the year-end, on February 28,
     2006,  the Company  appeared  in BC Supreme  Court at a Rule 18A hearing at
     which the lawyers for the plaintiff and the Company each presented evidence
     to the Court.  The Judge  reserved  his  decision on the matter until April
     2006. In April 2006 the Judge found in favour of the Company. The plaintiff
     appealed and lost in May of 2007. The plaintiff has since re-appealed.

b)   On  October 4, 2005,  the  Company  completed  a  Purchase  Agreement  with
     Franchise Capital Corporation. LaSalle purchased from Franchise Capital its
     interest in  Kokopelli  Sonoran  Grill,  Comstock  Jakes,  Cousin  Vinnie's
     Italian Diner,  and Kirby Foo's Asian Grill. As per the Agreement,  LaSalle
     will pay $200,000 cash and 3,583,667  shares of LaSalle  common stock.  The
     Company has not paid the cash, but has funded approximately $150,000 of the
     Kokopelli and Comstock  Jake's  operations.  Within the three months ending
     September 30, 2006 the Company received 80,000 shares of restricted  common
     stock in Great  American  Food  Chain in  exchange  for its  investment  in
     Kokopelli.  The  Company is seeking to  acquire  Comstock  Jake's  from its
     creditors.

                                       12
<PAGE>
                           LaSalle Brands Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

c)   On December 29, 2005, the Company and Franchise Capital  Corporation agreed
     to rescind  the  October  Purchase  Agreement  and  entered  into a Funding
     Agreement.  The Company intended to provide Franchise  Capital  Corporation
     with a total  $600,000  in  funding  for the  operation  of  Kokopelli  and
     Comstock.  The Company had funded approximately  $150,000 and had agreed to
     fund the  balance  of  approximately  $450,000  with  monthly  payments  of
     $100,000 beginning January 25, 2006. In return for the funding of operation
     for Kokopelli and Comstock Jake's, Franchise Capital Corporation was to pay
     the  Company  an  amount  equal  to 50% of the  profits  Franchise  Capital
     Corporation  receives from its  ownership in Kokopelli and Comstock  Jake's
     for the periods  commencing on July 1, 2006 and ending on June 30, 2011. If
     the  Company  failed to provide  the full  amount of  funding  but at least
     $300,000, the profit payments will be reduced to 25%. If the Company failed
     to  provide  at least  $300,000  of  funding,  then the  Franchise  Capital
     Corporation  will have no  obligation  to pay any  profit  payments  to the
     Company.  The  Company  did  fail on its  obligation.  As a  result  of the
     default,  the  Company  has  released  all  claims it may have  related  to
     Kokopelli Franchise Company,  and Franchise Capital  Corporation.  However,
     the Company did receive  80,000 shares of restricted  common stock in Great
     American Food Chain for its  investment in Kokopelli.  Great  American Food
     Chain acquired Kokopelli from Franchise Capital Corporation.

d)   On November 1, 2005 the  Company's  board of directors  approved a purchase
     agreement with Pasta Pranzo, LLC. The members of Pasta Pranzo, LLC approved
     the purchase agreement on the same date. The date to close the purchase was
     set for January 1, 2006.  The  property to be acquired was the Pasta Pranzo
     System  including,  without  limitation,  the  Marks and  Recipes  of their
     California  operation.  Pursuant  to the terms of the  purchase  agreement,
     $300,000 in common  shares of the Company and a note for $300,000 was to be
     exchanged for the aforementioned  assets.  Said shares shall be restricted.
     The principal followed in determining the amount of consideration given was
     based upon the  current  value and future  revenue  streams  and the market
     exposure in relation to the Company's  current position and the restrictive
     nature of the stock.

     On December 28, 2005, the Company  rescinded the  agreement,  cancelled the
     issuance for $300,000 common shares,  and cancelled the promissory note for
     $300,000,  effective  the same day.  The  Company  was unable to secure the
     required financing to close on the purchase agreement.

7.  Subsequent Events

On June 18, 2007,  the  Company's  Board of Directors  approved a one for twenty
(1:20)  reverse split of the Company's  common stock,  and changed the Company's
name to LaSalle Brands Corporation.  Shareholders representing a majority of the
shares  outstanding have voted in favor of the Board's decision.  The Company is
negotiating  with several ice cream  distribution  companies  with the intent to
acquire  them.  The  reverse  split  and  name  change  is  a  result  of  these
negotiations as the company moves closer to definitive  purchase agreements with
the distribution  companies.  On August 10, 2007 the Company executed a purchase
agreement with LaSalle Brands, Inc.

                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
         FINANCIAL CONDITIONS

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

The following  discussion and analysis  should be read in  conjunction  with our
consolidated  financial  statements and notes and the information included under
the caption  "Risk  Factors"  included  elsewhere in this  document.  Except for
historical  information,   the  following  discussion  contains  forward-looking
statements  that involve  risks and  uncertainties,  such as  statements  of our
plans, objectives, expectations and intentions and our current beliefs regarding
revenues  we  might  earn if we are  successful  in  implementing  our  business
strategies. See "Special Note Regarding Forward-Looking  Statements" for further
information regarding forward-looking  statements. Our actual results may differ
materially  from the results  discussed in the  forward-looking  statements as a
result of a number of factors,  many of which are beyond our control,  including
those  factors  discussed  under  "Risk  Factors"  and  other  headings  in this
document,  which could, among other things,  cause the price of our common stock
to fluctuate substantially.

OVERVIEW

Consolidated  balance  sheets of  LaSalle  Brands  Corporation  and the  related
consolidated  statements of operations and cash flows and stockholders'  equity,
include operations for the three month period ending June 30, 2007. We generated
no revenue for the three month period ending June 30, 2007.

We incurred aggregate net losses of approximately  $19,724 for the period ending
June 30, 2007. We will likely continue to incur significant additional operating
losses as  marketing  efforts  continue.  Operating  losses may  fluctuate  from
quarter to quarter as a result of differences in the timing of expenses incurred
and when revenue is recognized.

Total general and administrative  operating expenses for the three months ending
June  30,  2007  were  $11,357.  This  was  primarily  for  consulting  fees and
administrative cost.

We  recorded a net loss for the three  months  ending  June 30, 2007 of $19,724.
This loss was primarily  due to  administrative  operating  expenses and expense
related to various consultants. The consultants provide such services and advice
to the Company in business development, business strategy and corporate image

PLAN OF OPERATION

During fiscal year 2007, we plan to identify and acquire concepts. On August 10,
2007 we executed a Purchase  Agreement to acquire 100% of the outstanding shares
of  LaSalle  Brands,  Inc.  We will  have to raise  additional  funds in 2007 to
satisfy cash  requirements and fund future  acquisitions.  As the Company grows,
additional employees will need to be added to support the business. In addition,
employees may be added through the acquisitions.

BASIS OF PRESENTATION

The financial statements include accounts of LaSalle Brands Corporation.

LIQUIDITY AND CAPITAL RESOURCES

The nature of our  business may be expected to include a normal lag time between
the incurring of operating expenses and the collection of receivables. Currently
we are  dependent on fund raising for working  capital.  In addition the Company
will need to raise funds to complete the LaSalle Brands, Inc. transaction.

In addition,  we will require  financing over and above our current resources to
sustain our operations and expand our marketing  efforts.  We cannot assure that
the  additional  financing can be obtained on a timely basis,  on terms that are
acceptable or if at all.

We had cash and cash  equivalents  of $2,321 as of June 30,  2007.  The  Company
experienced  no cash outflow from operating  activities  during the three months
ending June 30, 2007.

We expect that during 2007 we will  continue to depend on receipt of  additional
funds through public or private  equity or debt sales or other lender  financing
to fund the purchase of concepts, and general operational and sales expenses. We
actively continue to raise funds and seek sources of capital. Failure to receive
these funds may be expected to have a material adverse effect on our company.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The  preparation  of our  financial  statements in  conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  our
management to make certain  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.  As such, in accordance with
the use of  accounting  principles  generally  accepted in the United  States of
America,  our actual  realized  results  may differ  from  management's  initial
estimates  as reported.  A summary of our  significant  accounting  policies are
detailed  in the  notes  to the  financial  statements,  which  are an  integral
component of this filing.

                                       14
<PAGE>
CERTAIN RISK FACTORS AFFECTING OUR BUSINESS

Our  business  involves  a high  degree  of  risk.  Potential  investors  should
carefully  consider the risks and  uncertainties  described  below and the other
information  in this report before  deciding  whether to invest in shares of our
common  stock.  If any of the  following  risks  actually  occur,  our business,
financial condition, and results of operations could be materially and adversely
affected.  This could  cause the trading  price of our common  stock to decline,
with the loss of part or all of an investment in the common stock.

WE HAVE A LIMITED  OPERATING  HISTORY AND THERE IS NO ASSURANCE THAT OUR COMPANY
WILL  ACHIEVE  PROFITABILITY.   Until  recently,  we  have  had  no  significant
operations  with which to  generate  profits or greater  liquidity.  We have not
generated a meaningful  amount of  operating  revenue and we have a very limited
current  operating  history on which  investors  can evaluate our  potential for
future  success.  Our ability to generate  revenue is uncertain and we may never
achieve profitability.  Potential investors should evaluate our company in light
of the expenses, delays, uncertainties,  and complications typically encountered
by early-stage businesses, many of which will be beyond our control. These risks
include the following:

     *    lack of sufficient capital,
     *    unanticipated problems,  delays, and expenses relating to acquisitions
          of  other   businesses,   concepts,   or   product   development   and
          implementation,
     *    licensing and marketing difficulties,
     *    competition, and
     *    uncertain market acceptance of our products and services.

As a result of our  limited  operating  history,  our plan for  growth,  and the
competitive  nature  of the  markets  in which  we may  compete,  our  company's
historical  financial data are of limited value in anticipating  future revenue,
capital requirements,  and operating expenses.  Our planned capital requirements
and  expense  levels  will  be  based  in part  on our  expectations  concerning
potential  acquisitions,  capital  investments,  and future  revenue,  which are
difficult  to  forecast  accurately  due  to  our  company's  current  stage  of
development.  We  may be  unable  to  adjust  spending  in a  timely  manner  to
compensate  for  any  unexpected  shortfall  in  revenue.  Once we  acquire  new
restaurant  concepts,  product  development and marketing  expenses may increase
significantly as we expand operations. To the extent that these expenses precede
or are not rapidly followed by a corresponding increase in revenue or additional
sources of financing,  our business,  operating results, and financial condition
may be materially and adversely affected.

WE MAY NEED SIGNIFICANT INFUSIONS OF ADDITIONAL CAPITAL.  Based upon our current
cash reserves and forecasted operations,  we believe that we will need to obtain
outside funding. We may require significant  additional  financing in the future
in order to  further  satisfy  our cash  requirements.  Our need for  additional
capital to finance our business strategy, operations, and growth will be greater
should, among other things,  revenue or expense estimates prove to be incorrect.
If we fail to arrange for sufficient  capital in the future,  we may be required
to reduce the scope of our  business  activities  until we can  obtain  adequate
financing. We cannot predict the timing or amount of our capital requirements at
this  time.  We may not be able to obtain  additional  financing  in  sufficient
amounts or on acceptable  terms,  when needed,  which could adversely affect our
operating  results and prospects.  Debt  financing must be repaid  regardless of
whether or not we generate  profits or cash flows from our business  activities.
Equity financing may result in dilution to existing shareholders and may involve
securities that have rights,  preferences,  or privileges that are senior to our
common stock.

WE WILL FACE A VARIETY OF RISKS ASSOCIATED WITH ESTABLISHING AND INTEGRATING NEW
JOINT VENTURES.  The growth and success of our company's business will depend to
a great  extent  on our  ability  to find  and  attract  appropriate  restaurant
concepts  with which to form joint  ventures  in the future.  We cannot  provide
assurance that we will be able to

     *    identity suitable restaurant concepts,
     *    form joint ventures on commercially acceptable terms,
     *    effectively  integrate the  operations of any joint  ventures with our
          existing operations,
     *    manage effectively the combined operations of the businesses,
     *    achieve our  operating and growth  strategies  with respect to the new
          joint ventures, or
     *    reduce our  overall  selling,  general,  and  administrative  expenses
          associated with the new joint ventures.

                                       15
<PAGE>
The integration of the management,  personnel,  operations,  products, services,
technologies,  and facilities of any businesses that we associate ourselves with
in the future could involve  unforeseen  difficulties.  These difficulties could
disrupt our ongoing  businesses,  distract our  management  and  employees,  and
increase  our  expenses,  which  could  have a  material  adverse  affect on our
company's business, financial condition, and operating results.

WE DEPEND ON OUR CURRENT MANAGEMENT TEAM. Our company's success will depend to a
large  degree upon the skills of our current  management  team and  advisors and
upon our ability to identify,  hire, and retain  additional  senior  management,
sales,  marketing,  technical,  and financial  personnel.  We may not be able to
retain our  existing  key  personnel  or to attract  and retain  additional  key
personnel. The loss of any of our current executives,  employees, or advisors or
the failure to attract, integrate, motivate, and retain additional key employees
could have a material adverse effect on our company's  business.  We do not have
"key person" insurance on the lives of any of our management team.

OUR  COMPANY  MAY NOT BE ABLE TO MANAGE ITS GROWTH.  We  anticipate  a period of
significant  growth. This growth could cause significant strain on our company's
managerial,  operational,  financial,  and other resources.  Success in managing
this expansion and growth will depend,  in part,  upon the ability of our senior
management  to manage  effectively  the growth of our  company.  Any  failure to
manage the proposed  growth and  expansion of our company  could have a material
adverse effect on our company's business.

THERE IS NO ASSURANCE THAT OUR FUTURE  PRODUCTS AND SERVICES WILL BE ACCEPTED IN
THE  MARKETPLACE.  Our products and  services  may not  experience  broad market
acceptance.  Any market  acceptance for our company's  products and services may
not  develop  in a timely  manner or may not be  sustainable.  New or  increased
competition may result in market saturation,  more competitive pricing, or lower
margins. Further, overall performance and user satisfaction may be affected by a
variety of  factors,  many of which will be beyond our  company's  control.  Our
company's  business,   operating  results,  and  financial  condition  would  be
materially  and  adversely  affected if the market for our products and services
fails to develop or grow,  develops or grows more slowly  than  anticipated,  or
becomes  more  competitive  or if our  products and services are not accepted by
targeted customers even if a substantial market develops.

WE MAY FACE STIFF  COMPETITION.  There are existing companies that offer or have
the ability to develop  products and services  that will compete with those that
our  company  may offer in the  future.  These  include  large,  well-recognized
companies with  substantial  resources and  established  relationships  in their
respective industries. Their greater financial,  technical, marketing, and sales
resources  may permit them to react more  quickly to emerging  technologies  and
changes  in  customer  requirements  or  to  devote  greater  resources  to  the
development,  promotion,  and sale of competing products and services.  Emerging
companies  also may develop and offer  products and  services  that compete with
those offered by our company.

OUR COMMON STOCK MAY BE SUBJECT TO THE "PENNY STOCK" RULES AS PROMULGATED  UNDER
THE EXCHANGE ACT. In the event that no exclusion  from the  definition of "penny
stock"  under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act") is available,  then any broker  engaging in a transaction in our company's
common stock will be required to provide its  customers  with a risk  disclosure
document,   disclosure  of  market  quotations,   if  any,   disclosure  of  the
compensation of the broker-dealer  and its sales person in the transaction,  and
monthly account statements showing the market values of our company's securities
held in the customer's  accounts.  The bid and offer quotation and  compensation
information  must be provided  prior to effecting  the  transaction  and must be
contained  on the  customer's  confirmation  of sale.  Certain  brokers are less
willing to engage in  transactions  involving  "penny stocks" as a result of the
additional  disclosure  requirements  described  above,  which  may make it more
difficult for holders of our company's common stock to dispose of their shares.

THREE-MONTH PERIOD - JUNE 30, 2007

REVENUES.  For the three and six months  ending  June 30,  2007,  we reported no
revenues  respectively  as compared to the three and six months  ending June 30,
2006, where we reported revenues of $10,000 and $60,000 respectively.

GENERAL AND ADMINISTRATIVE EXPENSE. For the three and six months ending June 30,
2007,  we reported  G&A expenses of $11,357 and $23,080  respectively.  This was
primarily for consulting fees and  administrative  cost as compared to the three
and six months  ending June 30, 2006 where we reported  G&A expenses of $739,998
and $1,593,199 respectively.

NET LOSS FOR THE PERIOD.  For the three and six months  ending June 30, 2007, we
reported a net loss of $19,727 and $38,115 respectively. This loss was primarily
due to the  expense  related  to,  administrative  cost,  interest,  and various
consultants.  The consultants provide such services and advice to the Company in
business development,  business strategy, and corporate image as compared to the
three and six  months  ending  June 30,  2006  where we  reported  a net loss of
$748,530 and $1,572,331 respectively.

NET LOSS PER  SHARE.  For the three and six  months  ending  June 30,  2007,  we
reported a net loss per share of ($0.014) and ($0.028)  respectively as compared
to the three and six months  ending  June 30,  2006 where we reported a net loss
per share of ($1.837) and ($1.972) respectively.

                                       16
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS

None

ITEM 3. CONTROL AND PROCEDURES

Evaluation of disclosure controls and procedures

As at the  end of the  period  covered  by  this  report,  the  Company's  Chief
Executive  Officer and Chief Financial  Officer carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure.  Based on
the  evaluation,  the  Chief  Executive  Officer  and  Chief  Financial  Officer
concluded  that,  as at the  end of the  period  covered  by  this  report,  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods  specified  in the  Commission's  rules and  forms  and 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 officer,  or persons
performing similar functions, as appropriate to allow timely decisions regarding
disclosure

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has made a provision for a loss of $27,000 in a claim filed with the
British  Columbia Labor  Relations  (LRB) Board,  made by a former  employee for
wrongful  dismissal.  The loss amount was the amount determined by the LRB. This
amount  represented the total probable loss of the lawsuit and has been recorded
as an accrued  liability as of December  31, 2004 and 2003.  On October 20, 2005
the employee  filed a lawsuit in the Supreme Court of British  Columbia  against
the Company and a former  subsidiary;  UV Systems Technology Inc whom the former
employee was employed by, claiming wrongful dismissal. UV Systems Technology Inc
has filed a Statement of Defense.  Counsel for the former employee  informed the
Company that counsel would be filing an amended  Statement of Claim.  The amount
of the  claim  is for one  year of  salary,  which  would  represent  CAN$90,000
(US$77,193)  including  the $27,000  determined  for the LRB.  Subsequent to the
year-end,  on February 28, 2006,  the Company  appeared in BC Supreme Court at a
Rule 18A  hearing at which the lawyers for the  plaintiff  and the Company  each
presented  evidence to the Court.  The Judge reserved his decision on the matter
until April 2006.  In April 2006 the Judge found in favour of the  Company.  The
plaintiff  had  appealed  and  lost  in  May,  2007.  The  plaintiff  has  since
re-appealed.

ITEM 2. CHANGES IN SECURITIES

During the three months ended June 30, 2007,  the Company  issued the  following
shares for the listed consideration:

                          Residency/    Consideration
   Date        Shares    Citizenship      Valued at    Consideration   Exemption
   ----        ------    -----------      ---------    -------------   ---------
6/23/2007      30,000        USA           $15,000      Subscription    Reg 144

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

                                       17
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are either attached hereto or incorporated  herein by
reference as indicated:

Exhibit
Number                                  Description
------                                  -----------
31.1    Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002
32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002


                                       18
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                       LASALLE BRANDS CORPORATION


Date: October 11, 2007                 By: /s/ Frank Holdraker
                                          --------------------------------
                                       Title: Frank Holdraker, Chairman



Date: October 11, 2007                 By: /s/ Scott Campbell
                                          --------------------------------
                                       Title: Scott Campbell, President & CFO

                                       19
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                                  Description
------                                  -----------
31.1    Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002

31.2    Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002

32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002

32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002