================================================================================

                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 _______________

                                   FORM 10-KSB
                                 _______________


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

                   For the fiscal year ended December 31, 2005
                                             -----------------


[ ]  TRANSIT5ION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

            For the transition period from ___________ to ___________


                        Commission file number 333-033890

                                 _______________

                          BEERE FINANCIAL EQUITY CORP.
                      f/k/a Power Save International, Inc.
                                 _______________

            Nevada                                             11-3733135
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

   7124 Brandywine Way, Columbia, MD                             21046
(Address of principal executive offices)                       (Zip Code)


Issuer's telephone number   (410) 290-5154


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None


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

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

     State issuer's revenues for its most recent fiscal year.      $ 0

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. $15,758,694

     State the number of shares outstanding of each of the classes of common
equity, as of the last practicable date.

           9,576,311 common shares, par value $.001 at April 13, 2006

================================================================================

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents previously filed by our company with the
Commission are incorporated by reference in this Report:

Form 10-KSB for the year ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
Form 10-QSB for the quarter ended June 30, 2005
Form 10-QSB for the quarter ended September 30, 2005
Form 8-K filed November 2005

Transitional Small Business Disclosure Format (check one) Yes [  ]   NO [X]

           CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS AND CONTEXT

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain of the statements contained herein,
which are not historical facts, are forward-looking statements with respect to
events, the occurrence of which involve risks and uncertainties. These forward
looking statements may be impacted, either positively or negatively, by various
factors. Information concerning potential factors that could affect our company
is detailed from time to time in our company's reports filed with the
Commission. This Report contains "forward looking statements" relating to our
company's current expectations and beliefs. These include statements concerning
operations, performance, financial condition, anticipated acquisitions and
anticipated growth. For this purpose, any statements contained in this Report or
the Form 10-KSB, Forms 10-QSB, Forms 8-K, and the Information Statement referred
to herein that are not statements of historical fact are forward- looking
statements. Without limiting the generality of the foregoing, words such as
"may", "will", "would", "expect", "believe", "anticipate", "intend", "could",
"estimate", or "continue", or the negative or other variation thereof or
comparable to are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, which
are beyond our company's control. Should one or more of these risks or
uncertainties materialize or should our company's underlying assumptions prove
incorrect, actual outcomes and results could differ materially from those
indicated in the forward-looking statements.

The information in this Report is qualified in its entirety by reference to the
entire Report; consequently, this Report must be read in its entirety.
Information may not be considered or quoted out of context or without
referencing other information contained in this Report necessary to make the
information considered, not misleading.

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         Business
         --------

         The predecessor company of Power Save was incorporated on May 8, 1987
in Nevada under the name Florida Pacific Corporation. In December 1988, Power
Save Products was merged into Florida Pacific and the name was changed to Power
Save International, Inc. To obtain personal funds, Scott Balmer, the principal
shareholder, sold most of his controlling shares in July 1999 to Impact
Consulting Group, Inc., a non-affiliate, for $150,000 and resigned as an officer
and director. After this change in control, the name was changed to Interactive
Music, Inc. At the same time, Mr. Balmer entered into an agreement with the new
management to purchase the assets, liabilities and name "Power Save
International, Inc." for $2,000 so he could continue to pursue development and
marketing of the technology. Mr. Balmer contributed the assets and liabilities
into a new corporation named Power Save, Ltd. formed in Nevada on July 23, 1999
and the name was later changed to Power Save International, Inc. In November
2005, Power Save International, Inc. merged with its subsidiary Beere Financial
Equity Corp. with Beere Financial Equity Corp. as the surviving company after
the merger. Beere Financial Equity Corp was formed in 2005 to be the financial
services subsidiary.

         We have purchased $4,000,000 of inventory for resale, $500,000 in
intellectual property and contract rights for the commercial truck leasing
operations and a non controlling equity position in an internet service provider
at a cost of $500,000. All of these acquisitions occurred during the fourth
quarter of 2004. Because we have not used this asset and the model we have
developed relating to same is unproven, therefore, it has been fully impaired
with $400,000 in 2005 and $100,000 in 2004. During 2006 various divisions will
be formed to include new acquisitions or operations of like kinds.

         We intend to use our truck leasing operations in one specific project
in the Upper Peninsula of Michigan. While we await the contract for the sale of
our inventory we have been actively seeking the purchase of a trucking operation
in Michigan, other options include a possible joint venture with a large
trucking company where we would supply the capital for the trucks to be operated
in the venture.

         The company is actively seeking operating businesses to acquire and has
been successful in that regard in 2006 as described in subsequent events
section.

         The Company has negotiated a contract to provide oversight services and
commission sales for the owner of a rock quarry in Michigan. This contract
provides for the payment of 10% commissions on all sales of products from a mine
site in the Upper Peninsula of Michigan up to 50,000,000 ton of rock. It also
provides for a payment for oversight services of $0.50 per ton of all rock
produced at the quarry with a minimum of one million ton per year and expected
production of 5,000,000 ton per year for five years with a five year renewal
option. This contract is expected to be completed by the seasonal opening date
of the quarry on May 8, 2006.

         Competition
         -----------

         The commercial truck leasing operations are expected to be our largest
revenue producer in fiscal 2006. After exhaustive efforts we have developed a
model for the leasing long haul Class 8 trucks to independent drivers. This
market has contracted over the last several years and calendar year 2005 found
almost all of the major banks or truck manufacturer's financial leasing arms
ceasing their independent driver leasing operations in favor of a fleet leasing
model only. At this writing little independent leasing continues and the Company
only knows of a small regional lessor in South Florida. Other competitors
include certain truck manufacturers but they lease only their brand of trucks
and so has little impact on leasing to drivers.

<PAGE>

         Dependence on one supplier and customer
         ---------------------------------------

         The Company initially has a dependence on SelecTruck of Jacksonville,
FL as its only supplier that at the first review appears to create substantial
risk. However, the trucks are available through Freightliner Corp. and therefore
it seems to limit the risk on the availability of product so that it appears
that the most likely risk would be the closure of the dealership. The closing of
the dealership seems like a remote possibility after the consolidations over the
past year and its stature in the region and the fact that it is wholly owned by
Freightliner.

         We will have many customers and so our risk will be spread and will
likely only be impacted by the cyclical nature of the economy as it relates to
the trucking industry in general and financing as it relates to banking in a
recessionary economy.

         Government regulation
         ---------------------

         The Company is not aware of any impact of current governmental
regulation on the business model nor is it aware of any pending legislation.
However, such regulation could be proposed at any time and could increase the
risk factors for the Company, its investors or the potential new business.

         Costs of environmental compliance
         ---------------------------------

         The Company has not incurred nor does it expect to incur any
environmental costs.

         Employees
         ----------

         The Company currently has one part-time and two full-time employees.
This condition is expected to change significantly during the second quarter of
2006.

ITEM 2.  DESCRIPTION OF PROPERTY

         Real estate
         -----------

         The Company has one office location operating its primary office in
Columbia, Maryland. The Company ceased operations in Florida during the second
quarter of 2005 and in California in the fourth quarter of 2005.

         The Florida location was being phased out and was located with the
prior President of the Company for which no rent was required to be paid during
fiscal 2005.

         The California location was in offices that our former Company
President maintains with an affiliate of his. The month-to-month rent was
$2,600, which includes a private office, common area, secretarial assistance,
telephone and meeting facilities and food for meetings. This arrangement ceased
on October 31, 2005.

         The Maryland location is an executive office currently with a
month-to-month rent of $2,200, which includes the common area space, utilities,
secretarial assistance and a small private office. With demand expected to rise,
we are seeking a larger permanent space to handle our home office functions, and
all financial services operations. We expect to relocate our home office in
Maryland before the end of 2006.

         Investments
         -----------

         The Company is developing an investment policy for stocks and or assets
to be purchased for resale and stock to be purchased for long term holding that
is not a control block and therefore an entity to be consolidated. These
policies and procedures will be generated in conjunction with the advice of
counsel and registered investment advisors before the Company completes any
acquisitions of this type that do not have the intention of being at least 80%
owned when the acquisition is closed.

                                       2

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         None.























                                       3
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Market Information
         ------------------

         The Company stock is currently traded on the Pink Sheets. Our common
stock began trading in the fourth quarter of 2004 with a high of $5.00 and low
of $.85. The Company has knowledge that a Form 15C-211 was filed and withdrawn
in 2005 because we were a "blank check" company. A new filing will be done in
the first quarter of 2006 with the completion of an acquisition that has revenue
sufficient to cause us not to be a "blank check" company. Upon the effectiveness
of this document the stock will be moved to trading on the Over the Counter
Bulletin Board Quotation System and will post a bid and ask and have its
limitation on trading on unsolicited orders only modified to allow trading of
all types allowed. The Company has no knowledge of any reason that this should
not be completed in a short time.

         Holders
         -------

         As of April 13, 2006, there were 45 shareholders of record of our
common stock.

         Recent Sales of Unregistered Securities
         ---------------------------------------

         None.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         Plan of Operation
         -----------------

         The Company will now focus on a financial services model that includes
purchasing investments in other corporations, purchasing hard assets for resale,
truck leasing or leasing finance, resource recovery and sales of consumer goods.
All of these activities will be operational in the second quarter of 2006.

         We intend to hire additional staff and/or contract labor to be utilized
in our United States offices. The projected acquisitions would add more
employees nationally and internationally.

         Our inventory has been approved for sale to the United States
Government and we await a purchase order for the inventory with minimum net
proceeds expected of $4,500,000.

         We are actively seeking additional acquisitions to enhance the
corporation in various industries and services.

         Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

         Beere Financial Equity Corp or its predecessor has not generated any
revenue from operations in its existence. It has had generated capital from the
sale of securities held for resale in prior years.

         For the years ended December 31, 2005 and 2004, we had net losses of
$764,701 and $367,201, respectively. In the years ended December 31, 2005 and
2004, general and administrative expenses of $273,946 and $267,201 plus $400,000
and $100,000 in impairment of intellectual property, respectively. In the year
ended December 31, 2005 and 2004 there was interest expense of $15,958 and $0,

                                       4

<PAGE>

interest income of $24 and $0 and a loss on the sale of marketable securities of
$74,821 and $0. There was $50 in the stock brokerage account at December 31,
2005.

         Liquidity and Capital Resources
         -------------------------------

         The Company does not have sufficient cash to operate for the next
twelve months. The Company is seeking to sell the inventory and to close on
loans currently in negotiation. Our working capital has been received from Scott
Balmer, a director and shareholder, Vision Energy Corp. of which our former
Company President is a beneficial owner, and from Sweet Challenge, Inc. which
our current President is a beneficial owner of. If these parties fail to fund
operations, the Company or the loans or sales of inventory fail to close the
Company is at risk of ceasing operations.

         Additional sources of capital may come from the operations of our newly
formed financial services subsidiary and the financing on cash flows expected to
start in the first quarter of 2006.

         Off-Balance Sheet Arrangements
         ------------------------------

         None.

ITEM 7.  FINANCIAL STATEMENTS.

List here all financial statements, which will be filed as part of this report.

         Report of Registered Public Accounting Firm
         Balance Sheet as of December 31, 2005

         Statements of Operations for the Years Ended December 31, 2005 and 2004
         and from the Date of Inception

         Statement of Changes in Stockholder's Equity (Deficit) and
         Comprehensive Income (Loss) for the Years Ended December 31, 2005 and
         2004 and from the Date of Inception

         Statements of Cash Flows for the Years Ended December 31, 2005 and 2004
         and from the Date of Inception

         Notes to Financial Statements

         31.1  Certification Pursuant to Item 601(b)(31) of Regulation S-K, as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.

         31.2  Certification Pursuant to Item 601(b)(31) of Regulation S-K, 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
               (furnished pursuant to Item 601(b)(32) of Regulation S-K).


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         The Company has had no disagreements with its accountants, however due
to various events including hurricanes in Florida and delays that were caused
subsequent to them, the Company chose to change auditors to Semple and Cooper
LLP in 2004. See Form 8-K.

ITEM 8A. 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 the effectiveness of the design and operations of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of December 31, 2005. Based on
this evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective such that
the material information required to be included in our Securities and Exchange
Commission ("SEC") reports is recorded, processed, summarized and reported
within the time periods specified in SEC.

         There were no changes in the Company's Internal Controls or in other
factors that have affected, or are reasonably likely to affect, Internal
Controls over financial reporting during the most recent fiscal year.

ITEM 8B. OTHER INFORMATION

         We intend to file for inclusion either on the American Stock Exchange
or NASDAQ Small Cap Quotation System when we have met all of the criteria.

                                       5
<PAGE>

Subsequent Event

In January 2006, the Company acquired Classic Gems LLC, based in New York. The
Company is currently negotiating for contracts with QVC, Home Shopping Network
plus Gem and Jewelry TV. Additional outlets being pursued are through an e-mall
in China and outlets on cruise ships and through other major jewelry resellers
on a wholesale basis.

We are negotiating with mines in Montana, Brazil and Madagascar for the purchase
of their production of semi precious stones including sapphires and topaz among
other stones. We are seeking $1.6 million in funding for these projects.















                                       6
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following table sets forth the name of our current directors and
executive officers during our last fiscal year and those who have subsequently
resigned.

<TABLE>
<CAPTION>
Name                       Position Held                                    Age    Election Year
----                       -------------                                    ---    -------------
<S>                        <C>                                              <C>         <C>
Scott E. Balmer            Secretary/Treasurer and Director                 79          1988
Russell L. Smith (R)       President, Chief Financial Officer
                           and Director                                     58          2004
Norman J. Birmingham       President, Chief Financial Officer and Director  50          2005
</TABLE>

(R) Resigned in 2005

Officers and directors hold office until the next annual meeting of
shareholders.

SCOTT E. BALMER, CHAIRMAN OF THE BOARD AND SECRETARY/TREASURER

Scott E. Balmer, age 79, is our founder and has directed Power Save since 1988.
He has spent in excess of 45 years in the HVAC industry and has designed
equipment to fill a variety of niches in the marketplace. Since 1988, Mr. Balmer
and his associates have concentrated on development of medium capacity combo
system electric generating plants, cogeneration, and research and development of
natural gas fueled systems. He is a creator of numerous unique designs in energy
saving equipment including solar and geothermal energy systems.

From 1949 to 1961, Mr. Balmer worked for Holland Furnace Co., beginning as a
sales tech trainee, then branch manager and continuing as division manager from
1954 to 1961. From 1961 to 1985, Mr. Balmer was the chief executive officer of a
series of affiliated heating, ventilating and air conditioning companies: Scott
Heating and Air Conditioning, Duncan Heating, Brown Heating and Air
Conditioning, and Heat Cool, Inc. dba Allied Air Conditioning Service. During 13
of those years, Mr. Balmer became involved as the inventor or co-inventor of
record and chief executive officer responsible for the manufacturing and
national marketing of proprietary energy saving equipment, including solar and
geothermal energy systems for Allied operating out of Florida.

RUSSELL L. SMITH, VICE CHAIRMAN, PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR

Russell L. Smith, age 58, became Vice Chairman, President and Chief Financial
Officer in September 2004 and a director in August 2004. Mr. Smith brings the
Company the knowledge to expand the Company internationally and provide a firm
focused business plan from his thirty year history in energy, gold mining, oil
production and green power and alternative energy sources. Mr. Smith currently
serves as President and a director of Vision Energy Group, Inc., a position he

                                       7
<PAGE>

has held since 2005, he has been a director since 2002 when the company was
known as Vision Energy Corp. Mr. Smith had previously retired after his
previously mentioned, highly successful career creating substantial revenues and
financing operations for several companies.

NORMAN J. BIRMINGHAM, PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR

Norman J. Birmingham, age 50, became President and Chairman of the Board of
Directors in November 2005, he had the position of President, Chief Financial
Officer and Director beginning in May 2004 and resigned in September 2004. He
was formerly President and Director of Neometrix Technology Group, Inc. (OTCBB:
NMTX), from October 2004 to October 2005. He was Chief Financial Officer of NMTX
from February 2004 until October 2005. He also served as the President and
Director of the NMTX subsidiary; he was formerly Chief Financial Officer of AMS
Systems, Inc. from February 2004 to October 2005. Mr. Birmingham was a director
of Blue Moon Group, Inc. (OTCBB: BMOO) f/k/a Open Door Online, Inc. from March
2000 through January 2004 also serving as Chief Financial Officer at various
times in this period. In March 2002, Mr. Birmingham became the President of
American Commerce Solutions, Inc. (OTCBB: AACS) until his resignation in July
2002. He had served as chief financial officer and a director of AACS and its
predecessor from January 2000 through March 2002 until his resignation. Mr.
Birmingham also served as President of Patina Corporation from April 1999 until
its sale to AACS. He also served as chief financial officer of other companies
from 1996 through 1999.

Audit Committee, Financial Experts and Board of Directors Independence

The Company has not created an audit committee. The audit committee is the
current members of the Board of Directors, Scott E. Balmer and Norman J.
Birmingham qualify as "financial experts" as required through his previous
responsibilities for preparing or being responsible the preparation of public
company filings as either the President or Chief Financial Officer of other
reporting public companies. The lack of operations and constraints on available
capital to hire such financial experts or to pay for the expenses of independent
audit committee members are the primary reasons for the lack of independent
members. The same can be said of the lack of independent members on the Board of
Directors as no capital is available for Directors and Officers liability
policies or to pay their expenses to attend meetings. Should the Company begin
trading or choose to become listed on an exchange after funding we will adhere
to the policies required for inclusion.

Family Relationships.

There are no family relationships between any directors or executive officers of
the Company, either by blood or by marriage.

Involvement in Certain Legal Proceedings.

During the past five years, no present or former director, executive officer or
person nominated to become a director or an executive officer of the Company:

(1)  was a general partner or executive officer of any business against which
     any bankruptcy petition was filed, either at the time of the bankruptcy or
     two years prior to that time, except for the bankruptcy of
     Hardwarestreet.com as discussed in this Form 10-KSB;

(2)  was convicted in a criminal proceeding or named subject to a pending
     criminal proceeding (excluding traffic violations and other minor
     offenses);

(3)  was subject to any order, judgment or decree, not subsequently reversed,
     suspended or vacated, of any court of competent jurisdiction, permanently
     or temporarily enjoining, barring, suspending or otherwise limiting his
     involvement in any type of business, securities or banking activities; or

(4)  was found by a court of competent jurisdiction (in a civil action), the
     Securities and Exchange Commission or the Commodity Futures Trading
     Commission to have violated a federal or state securities or commodities
     law, and the judgment has not been reversed, suspended or vacated.

                                       8
<PAGE>

Compliance with Section 16(a) of the Exchange Act

All holders are in compliance with this section.

ITEM 10. EXECUTIVE COMPENSATION

Cash Compensation

Mr. Smith did not receive compensation in our predecessor Power Save
International, Inc. in 2005. Mr. Birmingham received $23,000 and $67,000 remains
unpaid on the books and records of Beere Financial Equity Corp.

Any bonuses would be awarded by the Board of Directors following a review of our
performance in the previous year and a judgment that such bonuses were
warranted. The Board may also choose additional forms of compensation if our and
the individual's performance both so warranted. The formula or criteria for
determining bonuses past 2005 has not yet been established.

Compensation of Directors

None of our directors received any compensation for their services as a director
during fiscal years 2004 and 2005. Officers serve at the discretion of the Board
of Directors and are elected annually. No director is selected or serves
pursuant to any special arrangement or contract

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

None; not applicable

Other Compensation

None.

Termination of Employment and Change of Control Arrangements

None.



                                       9
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth the share holdings of those persons who own more
than five percent of the Company's common stock as of the date of this Report.
Each of these persons has sole investment and sole voting power over the shares
indicated. The shares for all parties except Scott Balmer will be released from
escrow upon the completion of payment to Mr. Balmer for these shares by Blue
Flame Enterprises, Inc., and Ariadne Investments Ltd. Payments are being made
monthly and are current as of this filing.




                                            Number of Shares       Percentage
Name                                      Beneficially Owned        of Class
----------------                          ------------------       --------
Scott Balmer                                    700,000                7.3%
Ariadne Investments Ltd. (1)                  2,162,162               22.3%
Vision Energy Corp. (1)                         700,000                7.3%
Russell Smith                                   100,000                1.0%
Blue Flame Enterprises, Inc.  (3)             2,751,404               28.4%
Sweet Challenge, Inc. (2)                           400                 .0%
Norman J. Birmingham                              2,975                 .0%
                                            -----------            -------
TOTAL                                         6,416,941               66.3%
                                            ===========            =======

------------
(1)  These shares are beneficially owned by Russell Smith pursuant to his
     percentage in ownership of Ariadne Investments Ltd. and Vision Energy Corp.
(2)  These shares are beneficially owned by Norman J. Birmingham.
(3)  These shares are beneficially owned by Norman J. Birmingham pursuant to his
     percentage ownership of Blue Flame Enterprises, Inc.

Security Ownership of Management

The following table sets forth the share holdings of the Company's directors and
executive officers as of the date of this Report. Each of these persons has sole
investment and sole voting power over the shares indicated.

                                                              Percentage
                                        Number            Beneficially Owned
Name                                  of Shares               of Class
-----------------                  -------------            -----------

Scott Balmer                             700,000                    7.3%
Russell Smith                          2,862,162                   30.6%
Norman J. Birmingham                   2,754,779                   28.4%
                                   -------------            -----------
All directors and executive
Officers as a group                    6,148,379                   66.3%
                                   =============            ===========
Changes in Control

There are no present arrangements or pledges of the Company's securities which
may result in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Transactions with Management and Others

         The Company has consistently received loans from Scott Balmer. In
August 2004, Mr. Balmer agreed to accept net assets of approximately $14,000 for
his outstanding receivables and waive the interest that had accrued.

                                       10
<PAGE>

         The Company received $1,148 in additional monies from Mr. Balmer in the
fourth quarter of 2004. Vision Energy Corp., a company operated by Russell L.
Smith, contributed $45,396 in 2004 and received 2,162,162 restricted common
shares for $80,000 of its debt in November 2004. These shares were assigned to a
third party by Vision Energy Corp. No interest is to be paid on the remaining
amounts.

         After becoming a shareholder in 2004, Sweet Challenge, Inc. contributed
$289,000 in 2005 with $35,000 repaid. Norman Birmingham, the President of the
Company contributed $47,479 in notes payable in 2004 to the Company. The Sweet
Challenge, Inc. contributed accounts payable that is non interest bearing of
$22,000 in 2005 and $91,600 in 2004. The total accounts payable for Sweet
Challenge is expected to be paid in 2006.

         The Company received a loan from Generation Leasing LLC for $75,000 at
15% interest for six months due May 22, 2006. The interest was prepaid.

Certain Business Relationships.

See the heading "Transactions with Management and Others," above.

Indebtedness of Management.

See the heading "Transactions with Management and Others," above.

Code of Ethics

              The Company has adopted a code of ethics for its officers and
directors and will provide a copy of them upon a written request from a
shareholder if addressed to:

                  President
                  Beere Financial Equity Corp.
                  7124 Brandywine Way
                  Columbia, MD 21046

               The Company developed a web site in fiscal 2005 at beerefin.com.

ITEM 13. EXHIBITS.

Documents filed as part of this report

         Financial Statements.

         Independent Auditors' Reports

         Balance Sheet as of December 31, 2005

         Statements of Operations for the Years Ended December 31, 2005 and
         2004.

         Statement of Changes in Stockholders' Deficit and Comprehensive Income
         (Loss) for the Years Ended December 31, 2005 and 2004.

         Statement of Cash Flows for the Years Ended December 31, 2005 and 2004.

         Notes to the Financial Statements.

         31.1  Certification Pursuant to Item 601(b)(31) of Regulation S-K, as
               adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.

         31.2  Certification Pursuant to Item 601(b)(31) of Regulation S-K, 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
               (furnished pursuant to Item 601(b)(32) of Regulation S-K).

Reports on Form 8-K

              On November 15, 2005 the Company filed a Form 8-K to announce the
change of officers and company purchase with a closing schedule pending an audit
which has not yet been completed.

                                       11
<PAGE>

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
----------

         During 2005 and 2004, we were billed by our accountants, Semple and
Cooper LLP, approximately $22,500 and $19,5000 for audit fees, review fees and
other reviews associated with our 10-KSB and 10-QSB and registration statement
filings.

Non-Audit related fees
----------------------

None

Tax Fees
--------

During 2005 and 2004 we prepared our own tax returns and therefore paid no
fee's.

All Other Fees
--------------

None

Audit Committee Pre-Approval Process, Policies and Procedures
-------------------------------------------------------------

         Our principal auditors have performed their audit procedures in
accordance with pre-approved policies and procedures established by our Audit
Committee. Our principal auditors have informed our Audit Committee of the scope
and nature of each service provided. With respect to the provisions of services
other than audit, review, or attest services, our principal accountants brought
such services to the attention of our Audit Committee, or one or more members of
our Audit Committee for the members of our Board of Directors to whom authority
to grant such approval had been delegated by the Audit Committee, prior to
commencing such services.


                                       12
<PAGE>

                                   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,
thereunto duly authorized.

                                              BEERE FINANCIAL EQUITY CORP

                                              /s/ Norman J. Birmingham
                                              ----------------------------------
                                              Norman J. Birmingham, President

                                              April 26, 2006
                                              --------------

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

                                              /s/ Russell L. Smith
                                              ----------------------------------
                                              Russell L. Smith, Chief Accounting
                                              Officer and Director

                                              /s/ Scott Balmer
                                              Scott Balmer, Director
















                                       13
<PAGE>

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM



Board of Directors and Stockholders
Beere Financial Equity Corp (A Development Stage Company)


We have audited the accompanying balance sheet of Beere Financial Equity Corp (A
Development Stage Company) as of December 31, 2005 and 2004 and the related
statements of operations, stockholders' equity (deficit) and comprehensive
income (loss), and cash flows for the years then ended and for the period from
the date of inception, May 8, 1987 through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beere Financial Equity Corp (A
Development Stage Company) at December 31, 2005, and the results of its
operations and its cash flows for the years ended December 31, 2005 and 2004 and
the period from the date of inception, May 8, 1987 through December 31, 2005, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's significant accumulated deficit and loss in
the current year raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                                                        /s/ Semple & Cooper, LLP


Phoenix, Arizona
April 26, 2006


                                      F-1


<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
<TABLE>
<CAPTION>
<S>                                                                   <C>
                                     ASSETS
CURRENT ASSETS

     Cash                                                             $    12,703
     Prepaid Expenses                                                       5,000
     Notes receivable                                                      15,000
                                                                      -----------
        Total Current Assets                                               32,703
                                                                      -----------

     Inventory                                                          4,000,000
     Investment                                                           500,050
                                                                      -----------
      Total Other Assets                                                4,500,050
                                                                      -----------

TOTAL ASSETS                                                          $ 4,532,753
                                                                      ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

CURRENT LIABILITIES
   Notes Payable - related parties                                    $   255,805
    Notes Payable                                                          75,000
    Accounts Payable                                                       34,190
    Accounts Payable - related parties                                    158,253
    Wages Payable                                                         110,425
                                                                      -----------
         Total Current Liabilities                                        633,673
                                                                      -----------

STOCKHOLDER'S EQUITY / (DEFICIT)
    Preferred stock; 50,000,000 shares authorized; $.001 Par Value;
      296,300 shares issued and outstanding                                   296
    Capital stock, $.001 Par Value; 50,000,000 shares authorized;
      9,676,311 shares issued and outstanding                               9,676
    Additional paid-in capital                                          6,949,941
    Unrecognized loss on investments                                         (103)
    Deficit accumulated during the development stage                   (3,060,730)
                                                                      -----------

      Total Stockholders' Equity                                        3,899,080
                                                                      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 4,532,753
                                                                      ===========
</TABLE>

                                      F-2

<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                  For the Year   For the Year   Cumulative
                                                     Ended          Ended         During
                                                  December 31,   December 31,   Development
                                                     2005           2004           Stage
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
NET SALES                                         $        --    $        --    $   591,656

COST OF SALES                                              --             --        352,207
                                                  -----------    -----------    -----------

Gross Margin                                               --             --        239,449
                                                  -----------    -----------    -----------

EXPENSES
   Research and Development                                --             --        119,554
   Reserve Against Product Rights                          --             --        244,000
   Impairment of Intellectual Property                400,000        100,000        500,000
   Depreciation and Amortization                           --             --        550,510
   General and Administrative Expenses                273,946        267,201      1,545,897
                                                  -----------    -----------    -----------

TOTAL OPERATING EXPENSES                              673,946        367,201      2,959,961
                                                  -----------    -----------    -----------

Net Loss from Operations                             (673,946)      (367,201)    (2,720,512)
                                                  -----------    -----------    -----------

OTHER INCOME (EXPENSE)
   Gain (loss) On Sale of Marketable Securities       (74,821)            --         92,385
   Write down of Marketable Securities                     --             --       (364,326)
   Nonrefundable Option Income                             --             --         23,000
   Interest Expense                                   (15,958)            --       (131,092)
   Interest Income                                         24             --             24
   Dividend Income                                         --             --         13,004
   Forgiveness of Debt                                     --             --         25,103
   Other Income                                            --             --          1,684
                                                  -----------    -----------    -----------

TOTAL OTHER INCOME (EXPENSE)                          (90,755)            --       (340,218)
                                                  -----------    -----------    -----------

NET LOSS BEFORE INCOME TAXES                         (764,701)      (367,201)    (3,060,730)

    Provisions for Income Taxes                            --             --             --
                                                  -----------    -----------    -----------

NET LOSS                                          $  (764,701)   $  (367,201)   $(3,060,730)
                                                  ===========    ===========    ===========

LOSS PER SHARE - BASIC AND DILUTED                $     (0.08)   $     (0.05)   $     (0.46)
                                                  -----------    -----------    -----------

WEIGHTED AVERAGE SHARES OUTSTANDING                 9,676,311      6,795,341      6,609,520
                                                  ===========    ===========    ===========
</TABLE>



    The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-3

<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                          Deficit     Other
                                                                                        Accumulated   Compre-               Compre-
                                  Preferred Stock        Capital Stock       Additional  During the   hensive    Total      hensive
                               ---------------------  --------------------    Paid in   Development   Income  Shareholders  Income
Income (Loss)                    Shares      Amount     Shares     Amount     Capital      Stage      (Loss)     Equity     (Loss)
                               ----------   --------  ----------  --------  -----------  ----------  -------  ----------  ---------
<S>                            <C>          <C>       <C>         <C>       <C>          <C>         <C>      <C>         <C>
Issuance of shares for
 cash May 1987                         --   $     --     100,000  $    100  $     2,900          --       --  $    3,000         --
Issuance of shares for
 cash August 1987                      --         --      63,433        63      279,877          --       --     279,940         --
Issuance of shares for
 product rights and other
 intangible assets                     --         --          33        --           --          --       --          --         --
Sale of shares to the public
 for $.30 per share-restated           --         --      74,334        74       22,226          --   22,300          --
Deferred offering costs                --         --          --        --       (7,892)         --       --      (7,892)        --
Exchange of shares regarding
 pooling of interest of
 subsidiaries:
  Cancellation                         --         --     (63,467)      (63)          63          --       --          --         --
  Re-issuance                          --         --     396,767       397         (397)         --       --          --         --
Issuance of shares for services        --         --      30,500        31          884          --       --         915         --
Cancellation of shares-former
 officer                               --         --     (30,000)      (30)      (9,970)         --       --     (10,000)        --
Issuance of shares to A.P.S.I
 merger                                --         --   5,144,000     5,144       39,856          --       --      45,000         --
Issuance of shares for prepaid
 lease and  working capital            --         --     449,000       449      249,551          --       --     250,000         --
Issuance of shares for services        --         --      95,000        95        2,755          --       --       2,850         --

Conversion of debt to
 preferred  stock                  50,000         50          --        --      499,950          --       --     500,000         --
Exchange of preferred shares
 for oil and gas properties     2,000,000      2,000          --        --    9,998,000          --       --  10,000,000         --
Issuance of shares for
 services                              --         --     154,549       154        4,483          --       --       4,637         --
Additional contributed capital         --         --          --        --       70,318          --       --      70,318         --
Net Loss from inception
 through December 31, 1996             --         --          --        --           --    (979,024)      --    (979,024)  (979,024)
                               ----------   --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance-December 31, 1996       2,050,000      2,050   6,414,149     6,414   11,152,604    (979,024)      --  10,182,044         --
Net Loss for the year ended
 December 31, 1997                     --         --          --        --           --     (53,554)      --     (53,554)   (53,554)
                               ----------   --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance -December 31, 1997      2,050,000      2,050   6,414,149     6,414   11,152,604  (1,032,578)      --  10,128,490         --

</TABLE>

    The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-4
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                          Deficit     Other
                                                                                        Accumulated   Compre-               Compre-
                                 Preferred Stock         Capital Stock       Additional  During the   hensive    Total      hensive
                             -----------------------  --------------------    Paid in   Development   Income  Shareholders  Income
Income (Loss)                   Shares       Amount     Shares     Amount     Capital      Stage      (Loss)     Equity     (Loss)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
<S>                            <C>          <C>       <C>         <C>       <C>          <C>         <C>      <C>         <C>
Additional contributed capital       --           --          --        --       24,000          --       --      24,000         --
Cancellation of preferred
 shares for oil and gas
 properties and other
 outstanding preferred
 shares                      (2,050,000)      (2,050)         --        --   (9,997,950)         --       -- (10,000,000)        --
Net loss for the year ended
 December 31, 1998                   --           --          --        --           --    (315,441)      --    (315,441)  (315,441)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance- December 31, 1998           --           --   6,414,149     6,414    1,178,654  (1,348,019)      --    (162,951)        --
Additional contributed capital       --           --          --        --       35,545          --       --      35,545         --
Issuance of preferred shares
 for marketable securities      296,300          296          --        --      592,304          --       --     592,600         --
Comprehensive income:
  Net loss for the year ended
   December 31, 1999                 --           --          --        --           --     (98,337)      --     (98,337)   (98,337)
  Other comprehensive income
  (loss)
    Unrealized gain on securities    --           --          --        --           --          --  339,060     339,060    339,060
                                                                                                                          ---------
Comprehensive income                 --           --          --        --           --          --       --          --    240,723
                              ---------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance-December 31, 1999       296,300          296   6,414,149     6,414    1,806,503  (1,446,356) 339,060     705,917         --

Additional contributed capital       --           --          --        --       14,000          --       --      14,000         --
Comprehensive income:
  Net loss for the year ended
   December 31, 2000                 --           --          --        --           --    (288,381)      --    (288,381)  (288,381)
Other comprehensive income (loss)
    Unrealized loss on securities    --           --          --        --           --          -- (339,060)   (339,060)  (339,060)
                                                                                                                          ---------
Comprehensive income (loss)          --           --          --        --           --          --       --          --   (627,441)
                               ----------   --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance-December 31, 2000       296,300          296   6,414,149     6,414    1,820,503  (1,734,737)      --      92,476         --
Additional contributed capital       --           --          --        --       24,000          --       --      24,000         --
Comprehensive income:
  Net loss for the year ended
   December 31, 2001                 --           --          --        --           --     (67,250)      --     (67,250)   (67,250)
 Other comprehensive income (loss)
    Unrealized loss on securities    --           --          --        --           --          --   (2,992)     (2,992)    (2,992)
                                                                                                                          ---------
Comprehensive income (loss)          --           --          --        --           --          --       --          --    (70,242)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------


</TABLE>

    The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-5
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
   STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                          Deficit     Other
                                                                                        Accumulated   Compre-               Compre-
                                 Preferred Stock         Capital Stock       Additional  During the   hensive    Total      hensive
                             -----------------------  --------------------    Paid in   Development   Income  Shareholders  Income
Income (Loss)                   Shares       Amount     Shares     Amount     Capital      Stage      (Loss)     Equity     (Loss)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
<S>                            <C>          <C>       <C>         <C>       <C>          <C>         <C>      <C>         <C>
Balance-December 31, 2001       296,300          296   6,414,149     6,414    1,844,503  (1,801,987)  (2,992)     46,234         --

Additional contributed capital       --           --          --        --       24,000          --       --      24,000         --
Comprehensive income:
  Net loss for the year ended
   December 31, 2002                 --           --          --        --           --          --  (58,689)         --    (58,689)
(58,689)
  Other comprehensive income
    (loss) Unrealized loss on
    securities                       --           --          --        --           --          --   (6,840)     (6,840)    (6,840)

Comprehensive income (loss)          --           --          --        --           --          --       --          --    (65,529)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
  Balance-December 31, 2002     296,300          296   6,414,149     6,414    1,868,503  (1,860,676)  (9,832)      4,705         --
  Other comprehensive income
  (loss) Realized loss on
  securities                         --           --          --        --           --          --    9,832       9,832      9,832
  Net loss for the year ended
    December 31, 2004                --           --          --        --           --     (68,152)      --     (68,152)   (68,152)

  Comprehensive income (loss)        --           --          --        --           --          --       --          --    (58,320)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance - December 31, 2003     296,300     $    296   6,414,149     6,414    1,868,503  (1,928,828)      --     (53,615)        --
  Stock issued for
   Related party debt                --           --   2,162,162     2,162       77,838          --       --      80,000         --
  Stock issued for assets            --           --   1,000,000     1,000    4,999,000          --       --   5,000,000         --
  Stock issued for services          --           --     100,000       100        4,600          --       --       4,700         --
  Net loss for the year ended
    December 31, 2004                --           --          --        --           --    (367,201)      --    (367,201)  (367,201)
                                                                                                                          ---------
  Comprehensive income (loss)        --           --          --        --           --          --       --          --   (367,201)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance - December 31, 2004     296,300          296   9,676,311     9,676    6,949,941  (2,296,029)      --   4,663,884         --

  Net loss for the year ended
    December 31, 2005                --           --          --        --           --    (764,701)      --    (764,701)  (764,701)
  Other comprehensive income (loss)
    Unrecognized (loss)              --           --          --        --           --          --     (103)       (103)      (103)
                                                                                                                          ---------
  Comprehensive income (loss)        --           --          --        --           --          --       --          --   (764,804)
                             ----------     --------  ----------  --------  -----------  ----------  -------  ----------  ---------
Balance - December 31, 2005     296,300          296   9,676,311  $  9,676  $ 6,949,941 $(3,060,730)    (103) $3,899,080         --
                              =========     ========  ==========  ========  =========== ===========  =======  ==========  =========

</TABLE>


     The Accompanying Notes are an Integral Part of the Financial Statements


                                       F-6
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                      During
                                                                                                   Development
                                                                         2005           2004          Stage
                                                                     -----------    -----------    -----------
<S>                                                                  <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                                                            $  (764,701)   $  (367,201)   $(3,060,730)
 Adjustments to reconcile net loss from net cash used in operating
   activities:
    Depreciation and Amortization                                             --             --        550,510
    Impairment of Intellectual Property                                  400,000        100,000        500,000
    Common Stock Issued for Lease                                             --             --        225,000
    Common Stock Issued for Services                                          --          4,700          4,700
    Gain  (loss)on Sale of Securities                                    (16,995)            --       (184,201)
    Write down of Marketable Securities                                   16,842             --        381,168
    Contributed Interest                                                      --             --         70,018
    Contributed Rent and Officer Compensation                                 --             --        110,000
    Reserve Against Assets and Liabilities                                    --             --        244,000
 Changes in Assets and Liabilities:
    (Increase) in Other Current Assets                                    (5,000)            --         (5,000)
    Increase in Accounts Payable                                           2,299         32,414         87,672
    Increase (Decrease)in Accrued Interest                                    --             --         32,382
    Increase (Decrease) in Wages Payable                                  72,925         37,500        110,425
    Increase (Decrease) in Advances from Shareholder, net                 (7,022)       112,942         86,841
                                                                     -----------    -----------    -----------

       Net Cash Used In Operating Activities                            (301,652)       (79,645)      (847,215)
                                                                     -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Product Rights, Development Costs and Intangibles                           --             --       (244,000)
  Increase in Organization Costs                                              --             --        (36,408)
  Payments  for Notes Receivable                                         (15,000)            --        (15,000)
  Purchase of Marketable Securities                                           --             --        (20,056)
  Proceeds from Sale of Marketable Securities                                 --             --        404,266
  Purchase of Fixed Assets                                                    --             --        (15,478)
                                                                     -----------    -----------    -----------

        Net Cash Provided by (Used) in Investing Activities              (15,000)            --         73,324
                                                                     -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from Notes Payable                                           364,000             --        364,000
   Payments on Notes Payable                                             (35,000)            --        (35,000)
   Proceeds from Issuance of Common Stock, net                                --          3,162        369,212
  Contributed Capital                                                         --         76,838         88,382
                                                                     -----------    -----------    -----------

       Net Cash Provided By Financing Activities                         329,000         80,000        786,594
                                                                     -----------    -----------    -----------
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-7
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED DECEMBER 31, 2005 & 2004 AND FOR THE
     PERIOD FROM THE DATE OF INCEPTION MAY 8, 1987 THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>

                                                                                                    Cumulative
                                                                                                      During
                                                                                                   Development
                                                                         2005           2004          Stage
                                                                     -----------    -----------    -----------
<S>                                                                <C>              <C>            <C>

NET INCREASE (DECREASE) IN CASH                                          12,348             355         12,703

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            355              --             --
                                                                   ------------     -----------     ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $     12,703     $       355     $   12,703
                                                                   ============     ===========     ==========


SUPPLEMENTAL CASH FLOW INFORMATION:

   Stock Issued In Exchange for Goods and Services, Marketable
    Securities, and Debt                                           $         --     $ 5,084,700     $6,185,900
                                                                   ============     ===========     ==========

  Stock Issued In Exchange for License Fee                         $         --     $        --     $  500,000
                                                                   ============     ===========     ==========

  Cash Paid for Interest                                           $        625     $               $     1927
                                                                   ============     ===========     ==========

  Cash Paid for Income Taxes                                       $         --     $        --     $       --
                                                                   ============     ===========     ==========


















</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-8

<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS

NATURE OF OPERATIONS

         The predecessor company of Power Save was incorporated on May 8, 1987
in Nevada under the name Florida Pacific Corporation. In December 1988, Power
Save Products was merged into Florida Pacific and the name was changed to Power
save International, Inc. To obtain personal funds, Scott Balmer, the principal
shareholder, sold most of his controlling shares in July 1999 to Impact
Consulting Group, Inc., a non-affiliate, for $150,000 and resigned as an officer
and director. After this change in control, the name was changed to Interactive
Music, Inc. At the same time, Mr. Balmer entered into an agreement with the new
management to purchase the assets, liabilities and name "Power Save
International, Inc." for $2,000 so he could continue to pursue development and
marketing of the technology. Mr. Balmer contributed the assets and liabilities
into a new corporation named Power Save, Ltd. formed in Nevada on July 23, 1999
and the name was later changed to Power Save International, Inc. In November
2005 Power Save International, Inc. merged with its subsidiary Beere Financial
Equity Corp. with Beere Financial Equity Corp. as the surviving company after
the merger.

         The Company was unsuccessful in its attempts to raise capital for its
prior operations and has chosen to change its business model. The Company will
now focus on a financial services model that includes purchasing investments in
other corporations, purchasing hard assets for resale, commercial truck leasing
and internet sales functions. All of these activities will be operational in
2006.

         We have purchased $4,000,000 of inventory for resale, $500,000 in
intellectual property and contract rights for the commercial truck leasing
operations and a non controlling equity position in an internet service provider
at a cost of $500,000. The value of the commercial truck leasing operations has
been fully impaired with $400,000 in 2005 and $100,000 in 2004. All of these
acquisitions occurred during the fourth quarter of 2004. During 2006 various
divisions will be formed to include new acquisitions or operations of like
kinds.

         We intend to use our truck leasing operations in one specific project
in the Upper Peninsula of Michigan. While we await the contract for the sale of
our inventory we have been actively seeking the purchase of a trucking operation
in Michigan, other options include a possible joint venture with a large
trucking company where we would supply the capital for the trucks to be operated
in the venture.

USE OF ESTIMATES

The Company prepares its financial statements in conformity with accounting
principles generally accepted in the Unites States of America. These principles
require management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

                                       F-9
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


INVENTORIES

Inventories consist of products purchased for resale and are valued at the lower
of cost or market. Cost is determined using the first-in, first-out (FIFO)
method. Provision for potentially obsolete or slow moving inventory is made
based on management's analysis of inventory levels and future sales forecasts.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method. The
differences between the financial statement and tax bases of assets and
liabilities are determined annually. Deferred income tax assets and liabilities
are computed for those differences that have future tax consequences using the
currently enacted tax laws and rates that apply to the period in which they are
expected to affect taxable income. Valuation allowances are established, if
necessary, to reduce deferred tax asset accounts to the amounts that will more
likely than not be realized. Income tax expense is the current tax payable or
refundable for the period, plus or minus the net change in the deferred tax
asset and liability accounts.

ADVERTISING

The Company expenses advertising costs as incurred. For the years ended December
31, 2005 and 2004 the Company had advertising costs of $5,700 and $15,000,
respectively.

LOSS PER SHARE DATA

Net loss per common share for the years ended December 31, 2005 and 2004 is
computed based on the weighted average common stock and dilutive common stock
equivalents outstanding during the year as defined by Statement of Financial
Accounting Standards, No. 128, "Earnings Per Share". The continued losses of the
Company are anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including accounts
receivable and payable, notes receivable and payable and accrued liabilities
approximate fair value due to the relatively short period to maturity for these
instruments.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board (`FASB") issued SFAS
No. 123R, "Share-Based Payment" ("SFAS No. 123R"), which requires, among other
things, that all share-based payments to employees, including grants of stock

                                      F-10
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


options, be measured at their grant-date fair value and expensed in the
consolidated financial statements. The accounting provisions of SFAS No. 123R
are effective at the beginning of the fiscal year that begins after December 15,
2005; therefore, the Company is required to adopt SFAS No. 123R in the first
quarter of the fiscal year ended 2006. The pro forma disclosures previously
permitted under SFAS No. 123 will no longer be an alternative to financial
statement recognition. Management does not believe that the adoption of SFAS No.
123R will have a material effect on the financial condition, results of
operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29,
Accounting for Nonmonetary Transactions, is based on the principle that
exchanges of nonmonetary assets should be measured based on fair value of the
assets exchanged. The guidance included certain exceptions to that principle.
The statement amends Opinion No. 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception
for nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. This statement
shall be effective for nonmonetary exchanges occurring in fiscal periods
beginning after June 15, 2004. The adoption of this statement did not have a
material effect on our financial condition or results of operations.

In November 2004, the Financial Accounting Standards Board issued statement of
Financial Accounting Standard No. 151, "Inventory Costs". The new Standard
amends Accounting Research Bulletin No. 43, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material. This Statement requires that those items be
recognized as current-period charges and requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity
of the production facilities. This Statement is effective for fiscal years
beginning after June 15, 2004. The adoption of this Statement did not have a
material impact on our financial condition or results of operations.

In June 2004, the EITF reached a consensus on Issue No. 02-14, "Whether an
Investor Should Apply the Equity Method of Accounting to Investments Other Than
Common Stock." EITF 02-14 addresses whether the equity method of accounting
should be applied to investments when an investor does not have an investment in
voting common stock of an investee but exercises significant influence through
other means. EITF 02-14 states that an investor should only apply the equity
method of accounting when it has investments in either common stock or
in-substance common stock of a corporation, provided that the investor has the
ability to exercise significant influence over the operating and financial
policies of the investee. The effective date of EITF 02-14 is the first
reporting period beginning after September 15, 2004. The adoption of EITF No.
02-14 did not have a material impact on the financial condition, results of
operations or cash flows of the Company.

                                      F-11
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


Management does not expect any material impact on the Company's consolidated
financial position or results of operations from the implementation of these
statements.

ISSUANCE OF SHARES FOR SERVICES

Valuation of shares for services and other acquired assets were based on the
fair market value of services received.

ORGANIZATION AND START UP COSTS

The Company has adopted SOP 98-5 "Reporting on the Costs of Start-up
Activities." The SOP requires costs of start-up activities and organization
costs to be expensed as incurred.

COMPREHENSIVE INCOME

The Company adopted Statement of Financial Accounting Standard No. 130,
"Comprehensive Income"("SFAS No. 130") which is effective for annual periods
ending after December 15, 1997. As provided by SFAS No. 130, reclassification
adjustments to prior year amounts are reported in a separate statement of
comprehensive income along with current year components of comprehensive income.


INVESTMENT

Investments consisted of common stock. Investments are stated at their purchase
price as the Company does not have the ability to exercise significant influence
over the investee's operating and financial policies.

INTELLECTUAL PROPERTY

  The Company periodically evaluates the recoverability of intangible assets and
takes into account events or circumstances that warrant revised estimates of
useful lives or that indicate that an impairment exists. The Company's
intangible assets will be subject to amortization when put into productive use.

Intellectual Property consists of the lease documents and agreements between
Freightliner, Inc. and the Company for the purchase of Class 8 trucks. The
intellectual property was impaired by $500,000 making it fully impaired as the
Company determined that it would not be able to recover the full purchase price.

NOTE 2 - BASIS OF PRESENTATION AND CONSIDERATIONS RELATED TO CONTINUED EXISTENCE

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction


                                      F-12
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


of liabilities in the normal course of business. The Company incurred net losses
of $764,701 and $367,201 for the years ended December 31, 2005 and 2004,
respectively. Additionally, the Company has incurred losses of $3,060,730 from
inception through December 31, 2005. These factors, among others, raise
substantial doubt as to the Company's ability to obtain debt and/or equity
financing and achieve profitable operations.

The Company's management intends to raise additional operating funds through
equity and/or debt offerings. However, there can be no assurance management will
be successful in its endeavors. Ultimately, the Company will need to achieve
profitable operations in order to continue as a going concern.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It has yet to commence full-scale operations.
From inception through December 31, 2005, the Company did not have any net
income from operations. At the current time, the Company has assets of
$4,532,753 and $633,673 in liabilities.

The Company has not yet generated significant revenue and has begun to fund its
operations through the issuance of equity. Accordingly, the Company's ability to
accomplish its business strategy and to ultimately achieve profitable operations
is dependent upon its ability to obtain additional financing and execute its
business plan. There can be no assurance that the Company will be able to obtain
additional funding, and, if available, that the funding will be obtained on
terms favorable to, or affordable by the Company. The Company's management is
exploring several funding options and expects to raise additional capital
through private placements to continue to develop the Company's operations
around its business plan. Ultimately, however, the Company will need to achieve
profitable operations in order to continue as a going concern.

NOTE 4 - PRODUCT RIGHTS

The company acquired certain product rights, development costs and other
intangible assets at a cost of $244,000 from H.C. Technology, Inc. (a then
related corporation). These assets were appraised on September 15, 1987 for
$1,480,000 and such assets included product technology, employee replacement
costs, marketing programs, trade names, and other assets with determinable
value. Since the acquisition of these assets was a number of years ago, the
valuation carried on the books was reserved to a zero value at December 31,
2002. During the year ended December 31, 2003, the product rights were
transferred to the stockholder as repayment of the advances due to the
stockholder.

                                      F-13
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - LICENSE FEE

The company had a license for a design of a thermal compression hemispheric jet
chiller to utilize a source of heat to provide chilled water for use in
refrigeration and air-conditioning systems to reduce the energy consumption of
systems in which they were to be incorporated. This license fee has expired and
all related costs were fully amortized at the end of 1998.

NOTE   6 - INCOME TAXES

Deferred income taxes arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of the assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.

At December 31, 2005, the long-term deferred tax asset consists of the
following:

                                     2005
                                  ---------
Net Operating Loss Carryforward     886,403
Contribution Carryforward                68
                                  ---------
                                    886,471
Less: Valuation Allowance          (886,471)
                                  ---------
                                  $      --
                                  =========

The Company has established a valuation allowance of the full amount of the net
deferred tax asset primarily due to the uncertainty in the utilization of the
net operating loss carry forwards. The net change in the valuation allowance for
the year ended December 31, 2005 was an increase of $122,907

At December 31, 2005, the Company has net operating loss carry forwards in the
amount of $2,332,818, available to offset future taxable income through 2025 as
follows:

Year Ended
December 31,
----------------
             2006        130,190
             2007        113,298
             2008        108,239
             2009         95,943
             2010         46,043
             2011         76,223
             2017         41,855
             2018         36,512
             2019         47,325
             2020         91,217
             2021         66,874
             2022         58,505
             2023        688,692
             2024        367,201
             2025        364,701
                     -----------
                      $2,332,818
                     ===========


                                      F-14
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - RELATED PARTY TRANSACTIONS

The Company previously utilized office space from a major stockholder of the
Company. The stockholder is not charging the Company for the use of the office
space. The Company has recorded contributed capital, or a charge to the
liability owed to the stockholder, for the estimated cost of the space at $500
per month starting January 1998 with and offset to rent expense. The same
stockholder and director of the Company has provided free services to the
Company. The Company has recorded contributed capital, or a charge to accrued
interest owed to the stockholder for the estimated cost of the services at
$1,500 per month starting January 1998 with an offset to officer compensation.
This arrangement ceased in December 2004.

The same stockholder and director had made certain advances to the Company on an
interest free basis, payable upon demand. From inception of the loans to
December 31, 1996, the Company has computed interest on the advances at 8% and
has treated the interest of $74,318 as contributed capital with an offset to
interest expense. From 1997 forward the Company had accrued interest on the
advances, until paid, as a liability with an offset to interest expense. During
the year ended December 31, 2002, the Company paid down certain accrued
liabilities to $8,708.

During the year ended December 31, 2003, the stockholder paid expenses on the
Company's behalf and advanced the Company approximately $14,000. The Company
repaid a portion of the advances in cash and the balance was repaid through the
forgiveness of debt and the transfer of all corporate assets.

During the year ended December 31, 2004, the stockholder paid expenses on the
Company's behalf of $1,148. Additional shareholders paid expenses or advanced
the Company additional funds totaling $253,633 of which $80,000 was prepaid
through the issuance of common shares.

During 2005 the Company utilized space of the prior President in his affiliate's
office in California for $2,600 per month including supplies, phones and
secretarial assistance. This arrangement ceased in November 2005.

The Company currently rents an executive office from its current President for
$2,100 on a monthly basis until the expected expansion of employees in 2006.

During 2005 the Company received a $289,000 loan from Sweet Challenge, Inc. The
interest rate is seven percent per annum and is payable two years from the date
of the note. A payment of $35,000 was made on the principal in 2005.

NOTE 8 - NON-CASH TRANSACTIONS

The following non-cash investing and financing activities occurred during the
period from inception through December 31, 2005:

During 1991, the Company exchanged 50,000 shares of its preferred stock for
certain license fees valued at $500,000. During 1990, the Company issued certain
shares of its common stock for a prepaid lease valued at $225,000.

During 1996, the Company exchanged 2,000,000 shares of preferred stock for oil
and gas properties valued at $10,000,000. This transaction was rescinded. For
financial statement purposes the transaction was treated as being rescinded in
1998.

During 1999, the Company exchanged 296,300 shares of preferred stock for
marketable securities valued at the time of exchange at $592,600. The value of
the securities was determined by using market quotes for the stock at the time
of the exchange.

During 2003, the Company transferred all corporate assets at their net book
value to a shareholder as full repayment of the amount due to him. As of
December 31, 2003, the approximate net book value of the assets was $14,000.

During 2004, the Company issued 2,162,162 restricted common shareholders to a
related party for the payment of $80,000 of debt. The Company also issued
1,000,000 common shares for the purchase of $5,000,000 of assets.

During 2004, the Company issued 100,000 restricted common shares for services
rendered valued at $4,700.



                                      F-15
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


NOTE 9 - STOCKHOLDERS' EQUITY

The Company's Preferred Stock is non-voting; non-dividend bearing, redeemable
and convertible to common stock at the time the Company and the holders of the
preferred stock deem it appropriate.

The Company and its assets were spun off from the previously owned parent
company when a majority interest of the common stock in the old company was sold
to a consulting group by the principal shareholder. The assets and liabilities
were transferred to the current corporation and all the activities from
inception through December 31, 2005 have remained with the current company.

The Board of Directors authorized a stock issuance totaling 1,000,000 shares of
its common stock at $5.00 per share. The offering was filed under the Securities
Act of 1933 or an exemption under the Act and was fully subscribed prior to its
expiration on December 31, 2004. The 1,000,000 shares of common stock were
issued for assets consisting of $4,000,000 in inventory, $500,000 in
intellectual property and $500,000 in common stock of Net Cert USA. On April 13,
2006 the 100,000 shares of common stock originally paid in the Net Cert USA,
Inc. transaction was returned to the Company and the interest the Company had
was returned to Net Cert USA, Inc.

The Company paid certain offering costs related to the above mentioned offering
totaling $27,658. These offering costs were written off because they were over
90 days old. It is expected that additional legal and accounting costs will be
incurred in relation to the offering. For the year ended December 31, 2001, the
Company has paid an additional $8,793 in deferred offering costs, which were
also written off. Any offering costs older than 90 days old were written off
immediately.

NOTE 10 - COMMITMENTS

As part of the offering of the Company's common stock as explained in Note 9,
the Company had signed an underwriting and selling agreement. The agreement
called for a 5% commission of the gross proceeds of the offering, contingent
upon achieving the minimum specified in the offering. The Company was also to
pay a due diligence fee of $4,000 and consulting fee of $5,950 plus mutually
agreed expenses. This agreement has been terminated.

On April 24, 2000, the Company signed an agreement for 12 months for publicity
and promotional services. The Company paid a $3,000 retainer per the agreement
of which $1,500 was prepaid. The Company pays $1,500 per month and the provider
of publicity and promotional services was to receive 1% of the stock offering
described in Note 9. The agreement was completed during the year ended 2001 and
the prepayment was applied to services received and was expensed. No stock was
issued under the agreement and the 1% provision no longer applies to the
proposed stock offering.

                                      F-16
<PAGE>

                           BEERE FINANCIAL EQUITY CORP
                          NOTES TO FINANCIAL STATEMENTS


The Company utilized offices provided by a related party on a month-to-month
basis. For the years ended December 31, 2005 and 2004, rent expense recorded by
the Company was $22,200 and $16,200, respectively.

NOTE 11 - SHARE EXCHANGE AND PURCHASE AGREEMENT

On April 18, 2000, the Company signed a share exchange and purchase agreement
with Mirage Air Systems, Inc. (MAS). The transaction did not close and was not
completed prior to the expiration of the agreement.

NOTE 12 - GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has a net loss from operations of $764,701, a negative cash flow from operations
of $301,652, and a working capital deficiency of $600,970. These conditions
raise 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 expand its business. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

The Company anticipates raising additional working capital through the issuance
of debt and equity securities. Management believes that actions presently being
taken to obtain additional funding provide the Company the opportunity to
operate as a going concern.

NOTE 13 - SUBSEQUENT EVENTS

In January 2006, the Company acquired Classic Gems LLC, based in New York. The
Company is currently negotiating for contracts with QVC, Home Shopping Network
plus Gem and Jewelry TV. Additional outlets being pursued are through an e-mall
in China and outlets on cruise ships and through other major jewelry resellers
on wholesale basis.

We are negotiating with mines in Montana, Brazil and Madagascar for the purchase
of their production of semi precious stones including sapphires and topaz among
other stones. We are seeking $1.6 million in funding for these projects.

On March 2, 2006 the Company withdrew its offer to purchase the remainder of Net
Cert USA, Inc. We expect to do substantial business with the e-mall in China but
will not purchase the remainder or controlling interest. 100,000 shares of
Company stock were returned and cancelled on April 13, 2006 and the stock of Net
Cert USA, Inc. has been returned to its original owners.



                                      F-17