UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X .

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

For the quarter ended January 31, 2011

TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File No. 000-53768

PB CAPITAL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	26-0632925
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

319 Clematis Street, Suite 703

West Palm Beach, FL. 33401

(Address of principal executive offices) (Zip code)

(561) 514-9042

(Registrant's telephone number including area code)

None

(Former name, address and fiscal year)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes X . No .

Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes X . No .

Number of shares of common stock outstanding at March 15, 2011: 2,000,000

TABLE OF CONTENTS



			Page
	PART I
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		9
Item 4T	Controls and Procedures		9
	PART II
Item 1.	Legal Proceedings		10
Item 1A.	Risk Factors		10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		10
Item 3.	Defaults Upon Senior Securities		10
Item 4.	Submission of Matters to a Vote of Security Holders		10
Item 5.	Other Information		10
Item 6.	Exhibits		10
		SIGNATURES	11


PB CAPITAL INTERNATIONAL, INC. (A DEVELOPMENTAL STAGE COMPANY) UNAUDITED BALANCE SHEETS AS OF JANUARY 31, 2011 AND JULY 31, 2010


					January 31, 2011			July 31, 2010


Current Assets
	Cash			$	10	$	10

			Total current assets		10		10

			Total assets	$	10	$	10

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
	Accounts payable and accrued expenses				3,779		2,779
	Note payable				1,250		-

			Total current liabilities		5,029		2,779

			Total liabilities		5,029		2,779

Shareholders’ deficit:
	Preferred stock, $.0001 par value; 20,000,000 shares authorized,
		none issued and outstanding			-		-
	Common stock, $.0001 par value, 250,000,00 shares authorized;
		2,125,000 issued and outstanding			200		212
	Additional paid in capital				-		1,238
	Deficit accumulated during development stage				(5,219)		(4,219)

			Total shareholders' deficit		(5,019)		(2,769)

			Total liabilities and shareholders' deficit	$	10	$	10


PB CAPITAL INTERNATIONAL, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2011 and 2010
FROM JULY 27, 2009 (INCEPTION) TO JANUARY 31, 2011


										Period from July 27, 2009 (inception) to January 31,

		Three Months Ended January 31,				Six Months Ended January 31,
		2011		2010		2011		2010		2011


REVENUES	$	-	$	-	$	-	$	-	$	-


EXPENSES
General and administrative		500		500		1,000		3,000		5,219
Interest expense		-		-		-		-		-

NET LOSS		(500)		(500)		(1,000)		(3,000)	$	(5,219)

NET LOSS PER SHARE:
BASIC AND DILUTED	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		2,125,000		2,125,000		2,125,000		2,118,169


PB CAPITAL INTERNATIONAL, INC
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)
FROM JULY 27, 2009 (inception) THROUGH JANUARY 31, 2011

							Deficit
							Accumulated
				Additional			During	Total
	Common stock			paid-in			Development	stockholders'
	Shares	Amount		capital			Stage	deficit

July 28, 2009 (inception) shares issued for cash	2,000,000	$	200	$	-	$	-	$	200

Net loss for the period ending July 31, 2009	-		-		-		(219)		(219)

Balances, July 31, 2009	2,000,000		200		-		(219)		(19)

Issuance of common stock from private placement	125,000		12		1,238		-		1,250

Net loss for the period ending July 31, 2010	-		-		-		(4,000)		(4,000)

Balances July 31, 2010	2,125,000		212		1,238		(4,219)		(2,769)

Note payable in exchange for cancellation of common stock	(125,000)		(12)		(1,238)		-		(1,250)

Net loss for the period ending January 31, 2011	-		-		-		(1,000)		(1,000)

	2,000,000	$	200	$	-	$	(5,219)	$	(5,019)


STATEMENT OF CASH FLOWS (unaudited)
	SIX MONTHS ENDED JANUARY 31, 2011 and 2010
FROM JULY 27, 2009 (INCEPTION) THROUGH JANUARY 31, 2011

							Period from
			Six Months Ended January 31,				July 27,2009
							(inception) to
			2011		2010		January 31, 2011

Cash flows from operating activities:
	Net loss	$	(1,000)	$	(3,000)	$	(5,219)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in operating assets and liabilities:
	Increase in accounts payable and accrued expenses		1,000		1,560		3,779
Net cash used in operating activities			-		(1,440)		(1,440)


Cash flows from investing activities:			-		-		-
Net cash used in investing activities			-		-		-


Cash flows from financing activities:
	Proceeds from sale of common stock		-		-		200
	Proceeds from issuance of note payable		-		1,250		1,250
Net cash provided by financing activities			-		1,250		1,450


Net increase in cash and cash equivalents			-		(190)		10

Cash and cash equivalents, beginning of period			10		200		-

Cash and cash equivalents, end of period		$	10	$	10	$	10


Supplemental disclosures of cash flow information:
	Cash paid during the year for interest	$	-	$	-	$	-
	Cash paid during the year for taxes	$	-	$	-	$	-

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

PB Capital International, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2009 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic No. 915. Among the disclosures required are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on July 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

Income Taxes

Income taxes are provided in accordance with ASC Topic No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the period ended January 31, 2011.

Basic Earnings (Loss) per Share

The Company follows the provisions of ASC Topic 260, Earnings Per Share, requiring the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted these provisions effective July 27, 2009 (inception).

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

STOCK-BASED COMPENSATION

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].

A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share- based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of theconsideration received, the transaction is measured at the fair value of the equity instruments issued [FAS-123(R), par.7].

The cost of services received from employees in exchange for awards of share- based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123(R),par.10].

Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under FAS-123(R) unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share- based payment to its employee in exchange for services rendered [FAS-123(R), par.11].

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

NOTE 3. GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4. STOCKHOLDER’S EQUITY

Upon formation, the Board of Directors issued 2,000,000 shares of common stock for $200 or $0.0001 (the par value) per share to the founding shareholders of the Company to fund organizational and start-up costs.

The stockholders’ equity section of the Company contains the following classes of capital stock as of January 31, 2011:


	•	Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 2,000,000 shares issued and outstanding
	•	Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued and outstanding.

On October 28, 2010 the Company was notified that the individual who previously purchased 125,000 shares of common stock was cancelling their subscription agreement as the Company had not delivered the certificate representing the shares purchased. The individual and the Company have entered into a promissory note for the $1,250, due on demand with an annual interest rate of 10%.

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

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by Smaller reporting companies.

ITEM 4T. Controls and Procedures.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering; analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1.A. RISK FACTORS

Refer to our “Risk Factors” in our Registration Statement on Form 10-12G/A filed October 2, 2009 (SEC File Number 000-53768) on the website at www.sec.gov

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)

Exhibits

31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PB CAPITAL INTERNATIONAL, INC.


	By: /s/ Henry Fong
	Henry Fong
	Principal Executive Officer and
	Principal Financial Officer

Dated: March 15, 2011

PB Capital International, Inc 10-Q