**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, 2007





 ̈
            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.**





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





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. $97,350





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. $ 0





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





8,776,311
      common shares, par value $.001 at October 29, 2008





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
      8-K
      filed July 2006


Form
      10-KSB for the year ended December 31, 2006





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.





**Part
      I**





**Item
              1.**
            **Description
                of Business.**




Business





The
      predecessor company Power Save, Inc. 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
      2006, 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 2006 to be the financial
      services subsidiary.





The
      Company has purchased the exclusive rights to sell Fibre Décor in Canada. This
      agreement brings with it an already established market selling products through
      retailers such as Home Hardware Stores, Rona Home Centers, Ace Hardware and
      various independent hardware and decorating outlets. The product has been
      distributed in Canada for 16 years. The product is a fiber based roll-on wall
      coating closely related to other textured paint products.





Competition





Our
      competition comes from all conventional paint manufacturers, textured wall
      paper
      products and wall paper distributors.





Dependence
      on one supplier and customer





The
      Company is captive to one supplier with all products purchased by or through
      Fibrewall Canada Ltd from its manufacturing facilities in Beijing, China. We
      sell other supply items that have multiple sources and if necessary we could
      by
      bulk supplies from various manufacturers or finished products from other
      Japanese suppliers.





We
      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 home improvement
      industry.





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 two full-time employees. We use a product fulfillment
      center in Richmond Hill, ON Canada for order fulfillment.





**Item
              2.**
            **Description
                of Property**





Real
      estate





The
      Company has one office location operating its primary office in Columbia,
      Maryland.





The
      Maryland location is an executive office that had a month-to-month rent of
      $2,200, which included the common area space, utilities, secretarial assistance
      and a small private office as of 2006 the space is free of charge.





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.





**Item
              3.**
            **Legal
                Proceedings.**





None.





**Item
              4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**





None.





**Part
      II**





**Item
              5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**





Market
      Information





**** The
      Company stock is not currently traded. We had traded on the Pink Sheets into
      February 2006. 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 2006 because we were a ”blank check” company. A new
      filing will be done 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 Pink Sheets with
      the
      intention of moving to the Over the Counter Bulletin Board Quotation System
      after the 2008 audit is completed and the registration is accepted. . The
      Company has no knowledge of any reason that this should not be
      completed.




Holders





As
      of
      October 3, 2008, 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 sales of its products and search to add products
      and
      or companies to expand our lines of business.




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.





Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





Beere
      Financial Equity Corp or its predecessor had not generated any revenue from
      operations from inception through December 31, 2006. It has had generated
      capital from the sale of securities held for resale in prior years. It began
      generating revenue in 2007 with its sales operations in Canada





For
      the
      years ended December 31, 2007 and 2006, we had net losses of $147,366 and
      $344,757, respectively. In the years ended December 31, 2007 and 2006, general
      and administrative expenses of $80,693 and $101,255, respectively. In the year
      ended December 31, 2007 and 2006 there was interest expense of $45,314 and
      $44,264, interest income of $0 and $3 and a loss of $2,069 in 2007 and gain
      of
      $759 in 2006 on the sale of marketable securities.





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., of which an affiliate or
      control person is a beneficial owner. 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.




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, 2007


Statements
      of Operations for the Years Ended December 31, 2007 and 2006 and from the Date
      of Inception


Statement
      of Changes in Stockholder’s Equity (Deficit) and Comprehensive Income (Loss) for
      the Years
      Ended December 31, 2007 and 2006 and from the Date of Inception


Statements
      of Cash Flows for the Years Ended December 31, 2007 and 2006 and from the Date
      of Inception


Notes
      to
      Financial Statements





**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.





The
      Company has selected Horowitz and Ullmann PC to do its future audits after
      Semple and Cooper LLP resigned without any disagreements.




**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, 2007. 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 by the SEC, except for the quarterly reports
      required for the periods in 2006 and 2007 as of the date of this
      filing.




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**





None.





**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.





Name
            
            Position
                Held
            
            Age
            
            Election
                YearScott
                E. Balmer
            
            Secretary/Treasurer
                and Director
            
            81
            
            1988Russell
                L. Smith
            
            President
                (R), Chief Financial Officer and Director
            
            60
            
            2004Norman
                J. Birmingham
            
            President,
                Chief Financial Officer and Director (R1)
            
            52
            
            2005




(R)
      Became Interim President in 2007 (R1)Resigned in 2007





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 81, 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 60, 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
      has held since 2006, 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 52, became President and Chairman of the Board of Directors
      in
      November 2006, 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 2006. He was Chief Financial Officer of NMTX from
      February 2004 until October 2006. 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 2006. 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 independent audit committee. The audit committee
      is
      the current members of the Board of Directors, Scott E. Balmer, who qualifies
      as
“financial expert“ as required through his previous responsibilities for
      preparing or being responsible for 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, it 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 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.





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 2006. Mr. Birmingham received $23,000 and $67,000 remains unpaid on the
      books
      and records of Beere Financial Equity Corp. Mr. Birmingham deferred his total
      compensation in 2006 and 2007.





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 beyond 2007 has not yet been established.





Compensation
      of Directors





None
      of
      our directors received any compensation for their services as a director during
      fiscal years 2007 and 2006. 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.





**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
            
            PercentageName
            
            of Shares Beneficially Owned
            
            of ClassScott
                Balmer
            
            
            700,000
            
            
            8.0
            %Ariadne
                Investments Ltd. (1)
            
            
            2,162,162
            
            
            24.6
            %Vision
                Energy Corp. (1)
            
            
            700,000
            
            
            8.0
            %Russell
                Smith
            
            
            100,000
            
            
            1.1
            %Blue
                Flame Enterprises, Inc. (3)
            
            
            2,751,404
            
            
            31.3
            %Sweet
                Challenge, Inc. (2)
            
            
            400
            
            
            .0
            %Norman
                J. Birmingham
            
            
            2,975
            
            
            .0
            %TOTAL
            
            
            6,416,941
            
            
            73.0
            %




(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.





Number
            
            PercentageName
            
            of Shares
            
            Beneficially Owned of ClassScott
                Balmer
            
            
            700,000
            
            
            8.0
            %Russell
                Smith
            
            
            2,962,162
            
            
            33.6
            %Norman
                Birmingham
            
            
            2,754,779
            
            
            31.4
            %All
                directors and executive Officers as a group
            
            
            6,416,941
            
            
            73.0
            %





All
      officers or directors listed above have resigned or been removed without cause
      prior to the date of this filing.





All
      stock
      holdings in this Item 11 are as of December 31, 2007.





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.





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
      2006 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 2006 and $91,600 in 2004. The total accounts payable for Sweet
      Challenge is expected to be paid in 2008.





The
      Company received a loan from Generation Leasing LLC for $75,000 at 15% interest
      for six months due May 22, 2007. The interest was prepaid. No further interest
      has been paid. Generation Leasing advanced the Company an additional $150,000
      with the interest paid through February 2007 at 15% no further interest has
      been
      paid and both of these amounts are in default.





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.


9291
      NW
      13 th PL


Coral
      Springs, FL 33071




**Item
              13.**
            **Exhibits.**





Documents
      filed as part of this report





Financial
      Statements.





Independent
      Auditors’ Reports





Balance
      Sheet as of December 31, 2007





Statements
      of Operations for the Years Ended December 31, 2007 and 2006.





Statement
      of Changes in Stockholders' Deficit and Comprehensive Income (Loss) for the Years
      Ended December 31, 2007 and 2006.





Statement
      of Cash Flows for the Years Ended December 31, 2007 and 2006.





Notes
      to
      the Financial Statements.





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.





On
      July
      5, 2006 the Company filed a Form 8-K to announce the acquisition of 50.1% of
      its
      outstanding stock by Beere Financial Group, Inc.





**Item
              14.**
            **Principal
                Accountant Fees and
                Services.**





Audit
      Fees




During
      2007 and 2006, we were billed by our accountants, Semple and Cooper LLP,
      approximately $0 and $0 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
      2007 and 2006 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.









**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/
                Steve LaneSteve
                Lane, PresidentOctober
                29, 2008





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/
                Steve LaneSteve
                Lane, Chief Accounting Officerand
                Director







**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, 2007, and the related statements
      of operations, shareholders’ equity (deficiency), and cash flows for the years
      ended December 31, 2007 and December 31, 2006. The period from May 8, 1987
      (date
      of inception) through December 31, 2007 has been included in the accompanying
      financial statements in conformity with the requirements for reporting upon
      a
      development stage company. However, we have only audited the period from January
      1, 2006 through December 31, 2007. The period from May 8, 1987 (date of
      inception) through December 31, 2005 has not been examined by us. 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 audit.




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, 2007, and the results of its
      operations and its cash flows for the years ended December 31, 2007 and December
      31, 2006, 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/
                Horowitz & Ullmann, PC





New
      York,
      NY


October
      17, 2008





BEERE
      FINANCIAL EQUITY CORP


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET


DECEMBER
      31, 2007





**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            1,941Accounts
                Receivable
            
            
            13,981Inventory
            
            
            91,300Total
                Current Assets
            
            
            107,222**TOTAL
                ASSETS**
            
            $
            107,222**LIABILITIES
                AND STOCKHOLDERS’ EQUITY / (DEFICIT)****CURRENT
                LIABILITIES**Accounts
                Payable
            
            $
            246,291Accounts
                Payable – related parties
            
            
            174,772Accrued
                Expenses
            
            
            70,810Wages
                Payable
            
            
            283,425Notes
                Payable – related parties
            
            
            149,979Notes
                Payable
            
            
            225,000Total
                Current Liabilities
            
            
            1,150,277**STOCKHOLDERS’
                EQUITY / (DEFICIT)**Preferred
                stock; 10,000,000 shares authorized; $.001 Par Value; 296,300 shares
                issued and outstanding
            
            
            296Capital
                stock, $.001 Par Value; 50,000,000 shares authorized; 8,776,311 shares
                issued and outstanding
            
            
            8,776Additional
                paid-in capital
            
            
            2,500,726Deficit
                accumulated during the development stage
            
            
            (3,552,853
            )Total
                Stockholders’ Deficit
            
            
            (1,043,055
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY/ (DEFICIT)**
            
            $
            107,222





See
      Independent Auditors Report and Accompanying Notes to the Financial
      Statements.







**BEERE
        FINANCIAL EQUITY CORP**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
 **For
        the Years Ended December 31, 2007 & 2006 and for the**
 **period
        from May 8, 1987 (the date of inception) through December 31,
        2007**




For the Year
              Ended
              December 31,
              2007
            
            For the Year
              Ended
              December 31,
              2006
            
            Cumulative
              During
              Development
              Stage**NET
                SALES**
            
            $
            97,350
            
            $
            -
            
            $
            689,006COST
                OF SALES
            
            
            69,890
            
            
            -
            
            
            422,097Gross
                Margin
            
            
            27,460
            
            
            -
            
            
            266,909**EXPENSES**Research
                and Development
            
            
            -
            
            
            -
            
            
            119,554Reserve
                Against Product Rights
            
            
            -
            
            
            -
            
            
            244,000Impairment
                of Intellectual Property
            
            
            -
            
            
            -
            
            
            500,000Wages
            
            
            46,750
            
            
            150,000
            
            
            196,750Depreciation
                and Amortization
            
            
            -
            
            
            -
            
            
            550,510General
                and Administrative Expenses
            
            
            80,693
            
            
            101,255
            
            
            1,727,845**TOTAL
                OPERATING EXPENSES**
            
            
            127,443
            
            
            251,255
            
            
            3,338,659Net
                Loss from Operations
            
            
            (99,983
            )
            
            (251,255
            )
            
            (3,071,750
            )**OTHER
                INCOME (EXPENSE)**Gain
                (loss) On Sale of Marketable Securities
            
            
            (2,069
            )
            
            759
            
            
            91,075Write
                down of Marketable Securities
            
            
            -
            
            
            -
            
            
            (364,326
            )Nonrefundable
                Option Income
            
            
            -
            
            
            -
            
            
            23,000Loss
                on Sale of Assets
            
            
            -
            
            
            (50,000
            )
            
            (50,000
            )Interest
                Expense
            
            
            (45,314
            )
            
            (44,264
            )
            
            (220,670
            )Interest
                Income
            
            
            -
            
            
            3
            
            
            27Dividend
                Income
            
            
            -
            
            
            -
            
            
            13,004Forgiveness
                of Debt
            
            
            -
            
            
            -
            
            
            25,103Other
                Income
            
            
            -
            
            
            -
            
            
            1,684**TOTAL
                OTHER INCOME (EXPENSE)**
            
            
            (47,383
            )
            
            (93,502
            )
            
            (481,103
            )**NET
                LOSS BEFORE INCOME TAXES**
            
            
            (147,366
            )
            
            (344,757
            )
            
            (3,552,853
            )Provisions
                for Income Taxes
            
            
            -
            
            
            -
            
            
            -**NET
                LOSS**
            
            $
            (147,366
            )
            $
            (344,757
            )
            $
            (3,552,853
            )**LOSS
                PER SHARE – Basic and Diluted**
            
            $
            (0.02
            )
            $
            (0.04
            )
            $
            (0.51
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING**
            
            
            8,776,311
            
            
            9,556,586
            
            
            6,955,662




See
      Independent Auditors Report and Accompanying Notes to the Financial
      Statements







**BEERE
      FINANCIAL EQUITY CORP**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME
      (LOSS)**


**For
      the Years Ended December 31, 2007 & 2006 and for the**


**period
      from May 8, 1987 (date of inception ) through December 31,
      2007**


DeficitAccumulated
              
              AccumulatedAdditional
              
              During
                  the
              
              Other
              
              TotalPreferred
                  Stock
              
              Capital
                  Stock
              
              Paid-in
              
              Development
              
              Comprehensive
              
              Shareholders
              
              ComprehensiveShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              Income
                  (Loss)
              
              Equity
              
              Income
                  (Loss)Issuance
                  of shares for cash May 1987
              
              
              -
              
              $
              -
              
              
              100,000
              
              $
              100
              
              $
              2,900
              
              
              -
              
              
              -
              
              $
              3,000Issuance
                  of shares for cash August 1987
              
              
              -
              
              
              -
              
              
              63,433
              
              
              63
              
              
              279,877
              
              
              -
              
              
              -
              
              
              279,940Issuance
                  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
              
              
              -
              
              
              -
              
              
              22,300Deferred
                  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
              
              
              -
              
              
              -
              
              
              915Cancellation
                  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
              
              
              -
              
              
              -
              
              
              45,000Issuance
                  of shares for prepaid lease and working capital
              
              
              -
              
              
              -
              
              
              449,000
              
              
              449
              
              
              249,551
              
              
              -
              
              
              -
              
              
              250,000Issuance
                  of shares for services
              
              
              -
              
              
              -
              
              
              95,000
              
              
              95
              
              
              2,755
              
              
              -
              
              
              -
              
              
              2,850Conversion
                  of debt to preferred stock
              
              
              50,000
              
              
              50
              
              
              -
              
              
              -
              
              
              499,950
              
              
              -
              
              
              -
              
              
              500,000Exchange
                  of preferred shares for oil and gas properties
              
              
              2,000,000
              
              
              2,000
              
              
              -
              
              
              -
              
              
              9,998,000
              
              
              -
              
              
              -
              
              
              10,000,000Issuance
                  of shares for services
              
              
              -
              
              
              -
              
              
              154,549
              
              
              154
              
              
              4,483
              
              
              -
              
              
              -
              
              
              4,637Additional
                  contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              70,318
              
              
              -
              
              
              -
              
              
              70,318Net
                  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
              )
              
              -
              
              
              10,182,044Net
                  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





See
      Independent Auditors Report and Accompanying Notes to the Financial
      Statements







**BEERE
        FINANCIAL EQUITY CORP**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME
        (LOSS)**
 **For
        the Years Ended December 31, 2007 & 2006 and for the**
 **period
        from May 8, 1987 (date of inception ) through December 31,
        2007**
 
 DeficitAccumulated
              
              AccumulatedAdditional
              
              During the
              
              Other
              
              TotalPreferred Stock
              
              Capital Stock
              
              Paid-in
              
              Development
              
              Comprehensive
              
              Shareholders
              
              ComprehensiveShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              Income (Loss)
              
              Equity
              
              Income (Loss)Additional
                  contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              24,000
              
              
              -
              
              
              -
              
              
              24,000Cancellation
                  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
              
              
              -
              
              
              -
              
              
              35,545Issuance
                  of preferred shares for marketable securities
              
              
              296,300
              
              
              296
              
              
              -
              
              
              -
              
              
              592,304
              
              
              -
              
              
              -
              
              
              592,600Comprehensive
                  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
              
              
              339,060Comprehensive
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              240,723Balance-December
                  31, 1999
              
              
              296,300
              
              
              296
              
              
              6,414,149
              
              
              6,414
              
              
              1,806,503
              
              
              (1,446,356
              )
              
              339,060
              
              
              705,917Additional
                  contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              14,000
              
              
              -
              
              
              -
              
              
              14,000Comprehensive
                  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
              )
              
              -
              
              
              92,476Additional
                  contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              24,000
              
              
              -
              
              
              -
              
              
              24,000Comprehensive
                  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
              )
 
 See
        Independent Auditors Report and Accompanying Notes to the Financial
        Statements
  
 
 **BEERE
        FINANCIAL EQUITY CORP**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME
        (LOSS)**
 **For
        the Years Ended December 31, 2007 & 2006 and for the**
 **period
        from May 8, 1987 (date of inception ) through December 31,
        2007**
 
 DeficitAccumulated
              
              AccumulatedAdditional
              
              During the
              
              Other
              
              TotalPreferred Stock
              
              Capital Stock
              
              Paid-in
              
              Development
              
              Comprehensive
              
              Shareholders
              
              ComprehensiveShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              Income (Loss)
              
              Equity
              
              Income (Loss)Balance-December
                  31, 2001
              
              
              296,300
              
              
              296
              
              
              6,414,149
              
              
              6,414
              
              
              1,844,503
              
              
              (1,801,987
              )
              
              (2,992
              )
              
              46,234Additional
                  contributed capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              24,000
              
              
              -
              
              
              -
              
              
              24,000Comprehensive
                  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
              )
              
              4,705Other
                  comprehensive income (loss) Realized loss on securities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              9,832
              
              
              9,832
              
              
              9,832Net
                  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
              
              
              -
              
              
              -
              
              
              80,000Stock
                  issued for assets
              
              
              -
              
              
              -
              
              
              1,000,000
              
              
              1,000
              
              
              4,999,000
              
              
              -
              
              
              -
              
              
              5,000,000Stock
                  issued for services
              
              
              -
              
              
              -
              
              
              100,000
              
              
              100
              
              
              4,600
              
              
              -
              
              
              -
              
              
              4,700Net
                  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
              )
              
              -
              
              
              4,663,884Net
                  loss for the year ended December 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (764,701
              )
              
              -
              
              
              (764,701
              )
              
              (764,701
              )Other
                  comprehensive income (loss) Unrealized loss on securities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (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
 
 See
        Independent Auditors Report and Accompanying Notes to the Financial
        Statements
  
  **BEERE
        FINANCIAL EQUITY CORP**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME
        (LOSS)**
 **For
        the Years Ended December 31, 2007 & 2006 and for the**
 **period
        from May 8, 1987 (date of inception ) through December 31,
        2007**
 
 DeficitAccumulated
              
              AccumulatedAdditional
              
              During the
              
              Other
              
              TotalPreferred Stock
              
              Capital Stock
              
              Paid-in
              
              Development
              
              Comprehensive
              
              Shareholders
              
              ComprehensiveShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              Income (Loss)
              
              Equity
              
              Income (Loss)Sale
                  of Assets return shares
              
              
              -
              
              
              -
              
              
              (900,000
              )
              
              (900
              )
              
              (4,449,215
              )
              
              -
              
              
              -
              
              
              (4,450,115
              )Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (344,757
              )
              
              -
              
              
              (
                  344,757
              )
              
              (344,757
              )Other
                  comprehensive income (loss) Unrealized loss on securities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,798
              )
              
              (1,798
              )
              
              (1,798
              )Comprehensive
                  income (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (346,555
              )Balance
                  - December 31, 2006
              
              
              296,300
              
              $
              296
              
              
              8,776,311
              
              $
              8,776
              
              $
              2,500,726
              
              $
              (3,405,487
              )
              $
              (1,901
              )
              $
              (897,590
              )Net
                  loss for the year ended December 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (147,366
              )
              
              -
              
              
              (147,366
              )
              
              (147,366
              )Other
                  comprehensive income (loss)Unrealized
                  gain on securities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,901
              
              
              1,901
              
              
              1,901Comprehensive
                  income (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (145,465
              )Balance
                  - December 31, 2007
              
              
              296,300
              
              $
              296
              
              
              8,776,311
              
              $
              8,776
              
              $
              2,500,726
              
              $
              (3,552,853
              )
              $
              0
              
              $
              (1,043,055
              )
 
 See
        Independent Auditors Report and Accompanying Notes to the Financial
        Statements


**BEERE
      FINANCIAL EQUITY CORP**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**For
      the Years Ended December 31, 2007 & 2006 and for the**


**period
      from May 8, 1987 (date of inception) through December 31,
      2007**





2007
            
            2006
            
            Cumulative
              During
              Development
              Stage**Cash
                Flows from Operating Activities**Net
                Loss
            
            $
            (147,366
            )
            $
            (344,757
            )
            $
            (3,552,853
            )Adjustments
                to reconcile net loss from net cash used in operating
                activities:Depreciation
                and Amortization
            
            
            -
            
            
            -
            
            
            550,510Impairment
                of Intellectual Property
            
            
            -
            
            
            -
            
            
            500,000Common
                Stock Issued for Lease
            
            
            -
            
            
            -
            
            
            225,000Common
                Stock Issued for Services
            
            
            -
            
            
            -
            
            
            4,700Gain
                (loss) on Sale of Securities
            
            
            (2,069
            )
            
            49,241
            
            
            (137,029
            )Write
                down of Marketable Securities
            
            
            -
            
            
            -
            
            
            381,168Interest
                Expense Contributed as Capital
            
            
            -
            
            
            -
            
            
            70,018Rent
                and Officer Compensation Contributed as Capital
            
            
            -
            
            
            -
            
            
            110,000Reserve
                Against Assets and Liabilities
            
            
            -
            
            
            -
            
            
            244,000Changes
                in Assets and Liabilities:(Increase)
                Decrease in Other Current Assets
            
            
            -
            
            
            5,000
            
            
            -(Increase)
                in Accounts Receivable
            
            
            (13,981
            )
            
            -
            
            
            (13,981
            )(Increase)
                in Inventory
            
            
            (91,300
            )
            
            -
            
            
            (91,300
            )Increase
                in Accounts Payable
            
            
            96,290
            
            
            132,311
            
            
            316,273Increase
                in Accrued Interest
            
            
            40,610
            
            
            -
            
            
            72,992Increase
                in Wages Payable
            
            
            68,000
            
            
            105,000
            
            
            283,425Increase
                in Advances from Shareholder, net
            
            
            -
            
            
            -
            
            
            86,841Net
                Cash Used In Operating Activities
            
            
            (49,816
            )
            
            (53,205
            )
            
            (950,236
            )**Cash
                Flows from Investing Activities**Product
                Rights, Development Costs and Intangibles
            
            
            -
            
            
            -
            
            
            (244,000
            )Increase
                in Organization Costs
            
            
            -
            
            
            -
            
            
            (36,408
            )Payments
                for Notes Receivable
            
            
            (3,442
            )
            
            -
            
            
            (18,442
            )Purchase
                of Marketable Securities
            
            
            -
            
            
            (11,684
            )
            
            (31,744
            )Proceeds
                from Sale of Marketable Securities
            
            
            193
            
            
            10,219
            
            
            414,678Purchase
                of Fixed Assets
            
            
            -
            
            
            -
            
            
            (15,478
            )Net
                Cash Provided by /(Used in) Investing Activities
            
            
            (3,249
            )
            
            (1,465
            )
            
            68,606**Cash
                Flows from Financing Activities******Proceeds
                from Notes Payable
            
            
            41,245
            
            
            55,732
            
            
            460,977****Payments
                on Notes Payable
            
            
            -
            
            
            -
            
            
            (35,000
            )****Proceeds
                from Issuance of Common Stock, net
            
            
            -
            
            
            -
            
            
            369,212Contributed
                Capital
            
            
            -
            
            
            -
            
            
            88,382Net
                Cash Provided By Financing Activities
            
            
            41,245
            
            
            55,732
            
            
            883,571





See
      Independent Auditors Report and Accompanying Notes to the Financial
      Statements





**BEERE
      FINANCIAL EQUITY CORP**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**For
      the Years Ended December 31, 2007 & 2006 and for the**


**period
      from May 8, 1987 (date of inception) through December 31,
      2007**





2007
            
            2006
            
            Cumulative
              During
              Development
              Stage**Net
                Increase (Decrease) in Cash**
            
            
            (11,820
            )
            
            1,058
            
            
            1,941**Cash
                at beginning of period**
            
            
            13,761
            
            
            12,703
            
            
            -**Cash
                at end of period**
            
            $
            1,941
            
            $
            13,761
            
            $
            1,941**Supplemental
                Cash Flow Information:**Stock
                Issued/(Repurchased) In Exchange for Goods and Services, Marketable
                Securities, and Debt
            
            $
            -
            
            $
            (4,450,115
            )
            $
            1,735,785Stock
                Issued In Exchange for License Fee
            
            $
            -
            
            $
            -
            
            $
            500,000Cash
                Paid for Interest
            
            $
            -
            
            $
            -
            
            $
            1927Cash
                Paid for Income Taxes
            
            $
            -
            
            $
            -
            
            $
            -




See
      Independent Auditors Report and Accompanying Notes to the Financial
      Statements





**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.





We
      have
      purchased $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. These acquisitions occurred during the fourth quarter of
      2004.





During
      2006, the Company searched for new acquisitions and spent the majority of its
      time trying to sell its rock inventory with much of that being spent lobbying
      congress and the Army Corp of Engineers in purchasing the rock in conjunction
      with the Brutz Group LLC. This was unsuccessful and the rock was sold back
      to
      the Brutz group LLC for the return of the Company stock originally
      issued.





In
      2007,
      the Company was granted the exclusive right to distribute a roll on wall coating
      product in North America and the rights to the existing customer base in Canada.
      The product has been distributed in Canada for 16 years.




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.





**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. With
      the
      sale of the entire rock inventory the Company had $91,300 of wall coating
      inventory at the end of 2007.





VALUATION
      OF SECURITIES





The
      Company’s securities classified as available for sale consist of common stock.
      The securities are valued at market with unrealized gains and losses reported,
      net of applicable taxes, as a separate component of Shareholders’ Equity. Market
      valuation of securities listed on a securities exchange and over the counter
      securities traded on the NASDAQ national market is based on the closing sales
      prices on the last business day of each month.





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,
      2007 and 2006 the Company had advertising costs of $7,780 and $0,
      respectively.




LOSS
      PER
      SHARE DATA





Net
      loss
      per common share for the years ended December 31, 2007 and 2006 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.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





NEW
      ACCOUNTING PRONOUNCEMENTS





None
      impact current reported operations.





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.





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 has been 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
      of liabilities in the normal course of business. The Company incurred net losses
      of $147,366 and $344,757 for the years ended December 31, 2007 and 2006,
      respectively. Additionally, the Company has incurred losses of $3,552,853 from
      inception through December 31, 2007. These factors, among others, raise
      substantial doubt as to the Company's ability to obtain debt and/or equity
      financing and achieve profitable operations.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





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, 2007, the Company did not have any net
      income from operations. At the current time, the Company has assets of $107,222
      and $1,150,278 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.





**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, 2007, the long-term deferred tax asset consists of the following:





2007Net
                Operating Loss Carryforward
            
            
            1,130,301Contribution
                Carryforward
            
            
            681,130,369Less:
                Valuation Allowance
            
            
            (1,130,369
            )$
            -





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, 2007 was an increase of $147,366.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





At
      December 31, 2007, the Company has net operating loss carry forwards in the
      amount of $2,694,751, available to offset future taxable income through 2027
      as
      follows:





Year
                EndedDecember
                31,2007
            
            
            113,2982008
            
            
            108,2392009
            
            
            95,9432010
            
            
            46,0432011
            
            
            76,2232017
            
            
            41,8552018
            
            
            36,5122019
            
            
            47,3252020
            
            
            91,2172021
            
            
            66,8742022
            
            
            58,5052023
            
            
            688,6922024
            
            
            367,2012025
            
            
            364,7012026
            
            
            344,7572027
            
            
            147,366$
            2,694,751





NOTE
      7 –
COMPREHENSIVE INCOME





At
      December 31, 2007, the total loss for securities with net losses in accumulated
      other comprehensive income was $0. During the year ended December 31, 2007,
      the
      Company reclassified ($1,901) out of accumulated other comprehensive income
      into
      earnings for the period. There is no income tax expense or benefit allocated
      to
      each component of other comprehensive income since the Company has significant
      net operating losses (see Note 6).





NOTE
      8 -
      RELATED PARTY TRANSACTIONS





The
      Company previously utilized office space from a major stockholder of the Company
      who did not charge the Company for the use of the office space. The Company
      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 an 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 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.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





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 rented an executive office from its then current President for $2,100
      on
      a monthly basis. This ceased in August 2006.





During
      2005 the Company received a $289,000 loan from a related party. The interest
      rate is seven percent per annum and was originally payable two years from the
      date of the note. Principal payments totaling $191,000 have been made through
      December 31, 2007.





The
      Company purchases its wall coating products from a related party. For the year
      ended December 31, 2007 predominately all of its purchases were from this
      related party.





NOTE
      9 -
      NON-CASH TRANSACTIONS





The
      following non-cash investing and financing activities occurred during the period
      from inception through December 31, 2007:





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.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**


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 shares 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.





During
      2006, the Company exchanged inventory valued at $4,000,000 for 800,000 shares
      of
      its previously issued and outstanding common stock. It also exchanged an
      investment in common stock of Net Cert USA, Inc., valued at $450,000 for 100,000
      shares of its previously issued and outstanding common stock.





NOTE
      10 -
      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, 2007 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. On August 14, 2006 the shares issued for
      inventory were returned to the Company for the return of inventory originally
      purchased.





The
      Company paid certain offering costs related to the above mentioned offering
      totaling $27,658. These offering costs were subsequently written off. For the
      year ended December 31, 2001, the Company paid an additional $8,793 in deferred
      offering costs, which were also written off.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





NOTE
      11 -
      COMMITMENTS





As
      part
      of the offering of the Company's common stock as explained in Note 10, 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 of publicity and
      promotional services. The Company paid a $3,000 retainer per the agreement
      of
      which $1,500 was prepaid. The Company paid $1,500 per month and the provider
      of
      publicity and promotional services was to receive 1% of the stock offering
      described in Note 10. 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.





As
      mentioned in Note 8, the Company utilized offices provided by a related party
      on
      a month-to-month basis. For the year ended December 31, 2006, rent expense
      recorded by the Company was $18,000. There was no rent expense for the year
      ended December 31, 2007.





NOTE
      12 -
      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.





In
      January 2006 the Company purchased Classic Gems LLC, a New York gem reseller.
      The deal was rescinded when the Company was unable to complete the funding
      required in March 2006.





NOTE
      13 -
      GOING CONCERN




As
      reflected in the accompanying consolidated financial statements, the Company
      has
      a net loss from operations of $147,366, a negative cash flow from operations
      of
      $49,816, and a working capital deficiency of $1,043,055. 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.





**BEERE
      FINANCIAL EQUITY CORP**


**NOTES
      TO FINANCIAL STATEMENTS**





NOTE
      14 –
SUBSEQUENT EVENTS





In
      February 2008, the Company purchased LGN Entertainment, Inc.





In
      September 2008, LGN Entertainment, Inc. purchased 876 Records, Inc.