SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ___________________________
  FORM
10-K
 ___________________________
  Annual
Report Under Section 13 or 15(d) of the
 SECURITIES
EXCHANGE ACT OF 1934
  x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
Fiscal Year Ended
 December
31, 2008
  Commission
File #000-50868
  EQUITY
VENTURES GROUP, INC.
 (Exact
name of registrant as specified in its charter)
  Florida
 (State or
other jurisdiction of incorporation or organization)
  65-0995426
 (IRS
Employer Identification Number)
  1314
E. Las Olas Blvd., Ste 1030
 Fort
Lauderdale, FL 33301
 (Address
of principal executive offices)(Zip Code)
  949-387-8490
 (Registrant’s
telephone no., including area code
  Securities
registered pursuant to Section 12(b) of the Act: None
  Title of
each class Name of each exchange on which registered
  Securities
registered pursuant to Section 12(g) of the Act:
  Common Stock, $0.001 par
value
 (Title of
class)
  (Former
name, former address and former fiscal year,
 if
changed since last report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
  Yes  
x      No   o
  Indicate
by check mark whether the registrant is a shell company as defined in Rule12b-2
of the Exchange Act.
  Yes   x     
No   o
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     No x
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-K or any
amendment to this Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
                  o
                  
                  Accelerated
      filer
                  oNon-accelerated
      filer
                    (Do
      not check if a smaller reporting company)
                  o
                  
                  Smaller
      reporting company
                  x
 
  Revenues
for year ended December 31, 2008: $-0-
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2008, was: $0
  Number of
shares of the registrant’s common stock outstanding as of April 20, 2009
is: 974,000
  We do not
have a Transfer Agent.
 
  PART
I
  ITEM
1. DESCRIPTION OF BUSINESS
  GENERAL
  Equity
Ventures Group, Inc. was incorporated on December 17, 1999, under the laws of
the State of Florida to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. We have been in the
developmental stage since inception and have no operations to date, other than
issuing shares to our original shareholders.
  Since
inception we have been attempting to locate and negotiate with a business
entity for the combination of that target company with us. We were looking
for a combination in the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.
  We were
formed to provide a method for a foreign or domestic private company to become a
reporting (“public”) company whose securities are qualified for trading in the
United States secondary market.
  PERCEIVED
BENEFITS
  There are
certain perceived benefits to being a reporting company with a class of
publicly-traded securities. These are commonly thought to include the
following:
  *
              the
      ability to use registered securities to make acquisitions of assets or
      businesses;*
              increased
      visibility in the financial community;*
              the
      facilitation of borrowing from financial institutions;*
              improved
      trading efficiency;*
              shareholder
      liquidity;*
              greater
      ease in subsequently raising capital;*
              compensation
      of key employees through stock options for which there may
    be*
              enhanced
      corporate image;*
              a
      presence in the United States capital
market.
  POTENTIAL
TARGET COMPANIES
  A
business entity, if any, which may be interested in a business combination with
us may include the following:
  *
              a
      company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;*
              a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;
   -1-
  
 *
              a
      company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;*
              a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become public;*
              a
      foreign company which may wish an initial entry into the United States
      securities market;*
              a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;*
              a
      company seeking one or more of the other perceived benefits of becoming a
      public company.
  A
business combination with a target company  normally involves the
transfer to the target company of the majority of our issued and outstanding
common stock, and the substitution by the target company of its own management
and board of directors.
  EMPLOYEES
  We have
no full time employees. Our president has agreed to allocate a portion of her
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by her devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.
  ITEM
2. DESCRIPTION OF PROPERTY
  We have
no properties and at this time have no agreements to acquire any properties. We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
 
 ITEM
3. LEGAL PROCEEDINGS
  There is
no litigation pending or threatened by or against us.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  
  -2-
  
  PART
II
  ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  On April
15, 2009, there are fifty shareholders of record of our common stock. Our shares
of common stock have never been traded on any recognized stock
exchange.
  DIVIDENDS
  We do not
intend to retain future earnings to support our growth. Any payment of cash
dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.
  ITEM 6. SELECTED FINANCIAL
DATA
  Not
Applicable.
 ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
  We were
formed to enter into a business combination with a target company in exchange
for cash and/or our securities. Management
has been seeking out a target company through solicitation. Such solicitation
has included newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Websites and
similar methods. No estimate can be made as to the number of persons who have
been contacted or solicited. Management has engaged in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. We have
entered into a verbal agreement with Peter Goldstein to supervise the search for
target companies as potential candidates for a business combination. Peter
Goldstein has been paying his own expenses incurred in supervising the search
for a target company.
 We have
no full time employees. Our president has agreed to allocate a portion of her
time to the activities of the Company, without compensation. The president
anticipates that our business plan can be implemented by her devoting no more
than 10 hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officer.
  As a
result of our solicitation efforts for a business combination, we have entered
into a Share Exchange Agreement with another company. As of the date of this
filing, the agreement has not closed. Our
Certificate of Incorporation provides that we may indemnify our officers and/or
directors for liabilities, which can include liabilities arising under the
securities laws. Therefore, our assets could be used or attached to satisfy any
liabilities subject to such indemnification.
  Results of
Operation
  We did
not have any operating income from inception through December 31, 2008. From
inception through the year ended December 31, 2008, we recognized a net loss of
$48,304. Expenses for the year were comprised of costs mainly associated with
legal, accounting and office expenses.
  On
November 4, 2007, we entered into a non-binding letter of intent with
USASIA.  Pursuant to the letter of intent, we received a $20,000
deposit in consideration for exclusivity on this transaction.  Such
deposit became non-refundable after the due diligence period ended on November
9, 2007.  The parties were required to enter into a definitive
agreement no later than November 9, 2007.  The parties did not enter
into a definitive agreement by such date and to date no agreement has been
reached.  We retained the non-refundable deposit in accordance with
the letter of intent.
   
 -3-
  
 Liquidity and Capital
Resources
  At
December 31, 2008, we had cash of $0. Therefore we have limited capital
resources and will rely upon the issuance of common stock and additional capital
contributions from shareholders to fund administrative expenses pending
acquisition of an operating company. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that our current director is to
fund required future filings under the 1934 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue as a going
concern.
  We
currently do not have enough cash to satisfy our minimum cash requirements for
the next twelve months. As reflected in the accompanying financial statements,
we are in the development stage with limited operations. This raises substantial
doubt about our ability to continue as a going concern. Our ability to continue
as a going concern is dependent on our ability to raise additional capital. The
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
 
 Plan of
Operation
  During
the next twelve months, we intend to complete the merger set forth as a
subsequent event below. In the event that this transaction does not close for
any reason we will continue to actively seek out and investigate other
possible business opportunities with the intent to acquire or merge with one or
more business ventures. If this happens, management will follow the procedures
outlined in Item 1 above. Because the Company has limited funds, it may be
necessary for the sole officer and director to either advance funds to the
Company or to accrue expenses until such time as a successful business
consolidation can be made. The Company will not be able to make it a condition
that the target company must repay funds advanced by its officers and directors.
Management intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible.
  The
Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is convinced that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months
 Subsequent
Event
 
 On March
25, 2009 (the “Effective Date”), Equity Ventures Group, Inc. (hereinafter
referred to as “we,” “us” or “our”) entered into a share exchange agreement (the
“Agreement”) with GHG Trading Platforms, Inc., a Nevada corporation (“GHG”) and
the Shareholders of GHG (the “GHG Shareholders”) with the unanimous consent of
our board of directors in lieu of a special meeting. Pursuant to the Agreement,
the GHG Shareholders will sell to us 100% of the issued and outstanding common
stock of GHG in exchange for the issuance to the GHG Shareholders of shares of
our common stock on a one for one basis, pursuant to the terms and conditions
set forth in the Agreement.
  Upon
execution of the Agreement, GHG made a non-refundable payment to us of $5,000
and shall make an additional non-refundable deposit payment of $15,000 within
three (3) days of such time as it has raised at least such amount in a private
placement offering.  According to the Agreement, the post-transaction
company will be required to register on a Form S-1 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission (the “SEC”)
the shares of common stock held by the Equity Ventures shareholders prior to the
closing date within ninety (90) days following the close of the
Combination.
  The
closing of the transaction shall be contingent and immediately take place upon
GHG’s completion and delivery of the audited financial statements for the fiscal
years ended December 31, 2008 and 2007, and the reviewed financial statements
for the three (3) months ended March 31, 2009, which must be provided within ten
(10) weeks of the Effective Date.  Upon the close of the Transaction,
GHG will become our wholly owned subsidiary.
  
 -4-
  GHG
Trading Platforms, Inc., doing business as EvoEarth, (hereinafter “EvoEarth” or
“Company”) was incorporated in September 2007 under the laws of the State of
Nevada.  EvoEarth will operate an online trading platform for the carbon
and renewable energy (REC) markets.  EvoEarth acts as a wholesale market
maker for the global Over the Counter (OTC) carbon and REC markets. 
EvoEarth will be the first company to offer a low cost, electronic Spot Market
for project developers and brokers.  EvoEarth will allow companies to
directly upload their inventory and pricing information into the Spot
Market.
  EvoEarth
will provide online access to Spot Market prices for each unique offset
project.  EvoEarth will have the capability to trade, settle and deliver
through multiple settlement and clearing options.  EvoEarth will settle
through multiple registries accounts in the OTC market.
  Critical
Accounting Policies
  Equity
Ventures’ financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
 
 Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, Equity Ventures views certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on Equity Ventures’ financial statements
and require management to use a greater degree of judgment and estimates. Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our results
of operations, financial position or liquidity for the periods presented in this
report.
  Off
Balance Sheet Arrangements
  None
  ITEM
8. FINANCIAL STATEMENTS
  Our
financial statements, together with the report of auditors, are as
follows


-5-
 
 
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
  CONTENTS
  PAGE
                  F-1
                  REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
                  F-2
                  BALANCE
      SHEETS AS OF DECEMBER 31, 2008 AND 2007PAGE
                  F-3
                  STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED FROM DECEMBER 31, 2008 AND 2007 AND FOR
      THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31,
      2008PAGE
                  F-4
                  STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM
      DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2008PAGE
                  F-5
                  STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE
      PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31,
    2008PAGES
                  F-6
      - F-11
                  NOTES
      TO FINANCIAL STATEMENTS
   
  
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors of:
 Equity
Ventures Group, Inc.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheets of Equity Ventures Group, Inc. (the
“Company”) (A Development Stage Company) as of December 31, 2008 and 2007, and
the related statements of operations, changes in
stockholders’ equity/deficiency and cash flows for the years ended December
31, 2008 and 2007 and the period from December 17, 1999 (inception) to December
31, 2008. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 Equity Ventures Group, Inc. (A
Development Stage Company) as of December 31, 2008 and 2007 and the results of
its operations and its cash flows for the years then ended and for the period
from December 17, 1999 (inception) to December 31, 2008, 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 5 to the financial
statements, the Company has no operations, has a net loss of $48,304 for the
period from December 17, 1999 (inception) to December 31, 2008, a working
capital and stockholders’ deficiency of $13,509 and has a negative cash flow
from operations of $18,400 from inception. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 April 13,
2009
     F-1
  Equity
      Ventures Group, Inc.(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31, 2008
                              
                              
                              December
      31, 2007Current
      AssetsCash
                              
                              $
                              -
                              
                              
                              $
                              118Total
      Assets
                              
                              $
                              -
                              
                              
                              $
                              118LIABILITIES AND STOCKHOLDERS'
      EQUITY/(DEFICIENCY)Current
      LiabilitiesAccounts
      payable
                              
                              $
                              13,509
                              
                              
                              $
                              -Total
      Liabilities
                              
                              
                              13,509
                              
                              
                              
                              -Commitments
      and Contingencies
                              
                              
                              -
                              
                              
                              
                              -Stockholders'
      Equity/(Deficiency)Preferred
      stock, $0.001 par value; 10,000,000 shares authorized,none
      issued  and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock,  $0.001 par value; 100,000,000 shares
      authorized,974,000
      and 974,000 shares issued and outstanding, respectively
                              
                              
                              974
                              
                              
                              
                              974Additional
      paid-in capital
                              
                              
                              33,821
                              
                              
                              
                              27,821Deficit
      accumulated during the development stage
                              
                              
                              (48,304
                              )
                              
                              
                              (28,677
                              )Total
      Stockholders' Equity/(Deficiency)
                              
                              
                              (13,509
                              )
                              
                              
                              118Total
      Liabilities and Stockholders' Equity/(Deficiency)
                              
                              $
                              -
                              
                              
                              $
                              118
   See
accompanying notes to financial statements
 F-2
  Equity Ventures Group, Inc.(A
      Development Stage Company)Statements
      of OperationsFor
      the years Ended December 31,
                              
                              
                              For
      the Period from December 17, 1999 (inception)2008
                              
                              
                              2007
                              
                              
                              December
      31, 2008Operating
      ExpensesProfessional
      fees
                              
                              $
                              12,610
                              
                              
                              $
                              9,993
                              
                              
                              $
                              55,135General
      and administrative
                              
                              
                              7,017
                              
                              
                              
                              872
                              
                              
                              
                              12,281Total
      Operating Expenses
                              
                              
                              19,627
                              
                              
                              
                              10,865
                              
                              
                              
                              67,416Loss
      from Operations
                              
                              
                              (19,627
                              )
                              
                              
                              (10,865
                              )
                              
                              
                              (67,416
                              )Other
      Income (Expense)Merger
      break up fee
                              
                              
                              -
                              
                              
                              
                              20,000
                              
                              
                              
                              20,000Interest
      Expense
                              
                              
                              -
                              
                              
                              
                              (741
                              )
                              
                              
                              (888
                              )Total
      Other Income (Expense)
                              
                              
                              -
                              
                              
                              
                              19,259
                              
                              
                              
                              19,112Provision
      for Income  Taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      Income/(Loss)
                              
                              $
                              (19,627
                              )
                              
                              $
                              8,394
                              
                              
                              $
                              (48,304
                              )Net
      Income/(Loss) Per Share  - Basic and Diluted
                              
                              $
                              (0.02
                              )
                              
                              $
                              0.01Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                              
                              
                              974,000
                              
                              
                              
                              974,000
   See
accompanying notes to financial statements
 F-3
  Equity Ventures Group, Inc.(A
      Development Stage Company)Statement
      of Changes in Stockholders' Equity/(Deficiency)For the period from December 17, 1999 (inception)
      to December 31, 2008Preferred
      stock
                              
                              
                              Common
      stock
                              
                              
                              
                              
                              
                              Deficit
                                accumulated$.001
      Par Value
                              
                              
                              $.001
      Par Value
                              
                              
                              Additional
                              
                              
                              during
                              
                              
                              
                              
                              
                              Totalpaid-in
                              
                              
                              development
                              
                              
                              Subscription
                              
                              
                              Stockholder'sShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              capital
                              
                              
                              stage
                              
                              
                              Receivable
                              
                              
                              DeficiencyBalance
      December 16, 1999 (Inception)
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Common
      stock issued to founders for cash ($0.001 per share)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,000,000
                              
                              
                              
                              1,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,000In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79Net
      loss for the period December 17, 1999 (inception to December 31,
      1999)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (79
                              )
                              
                              
                              -
                              
                              
                              
                              (79
                              )Balance
      December 31, 1999
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,000,000
                              
                              
                              
                              1,000
                              
                              
                              
                              79
                              
                              
                              
                              (79
                              )
                              
                              
                              -
                              
                              
                              
                              1,000Common
      stock issued for subscription receivable ($0.001 per
share)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,500,000
                              
                              
                              
                              1,500
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,500
                              )
                              
                              
                              -In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,079
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,079Net
      loss, 2000
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (11,029
                              )
                              
                              
                              -
                              
                              
                              
                              (11,029
                              )Balance
      December 31, 2000
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,500,000
                              
                              
                              
                              2,500
                              
                              
                              
                              10,158
                              
                              
                              
                              (11,108
                              )
                              
                              
                              (1,500
                              )
                              
                              
                              50In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79Stock
      subscription cancelled
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,500,000
                              )
                              
                              
                              (1,500
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,500
                              
                              
                              
                              -In-kind
      contribution of stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (200,000
                              )
                              
                              
                              (200
                              )
                              
                              
                              200
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      loss, 2001
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (129
                              )
                              
                              
                              -
                              
                              
                              
                              (129
                              )Balance
      December 31, 2001
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              800,000
                              
                              
                              
                              800
                              
                              
                              
                              10,437
                              
                              
                              
                              (11,237
                              )
                              
                              
                              -
                              
                              
                              
                              -In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79Net
      loss, 2002
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (79
                              )
                              
                              
                              -
                              
                              
                              
                              (79
                              )Balance
      December 31, 2002
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              800,000
                              
                              
                              
                              800
                              
                              
                              
                              10,516
                              
                              
                              
                              (11,316
                              )
                              
                              
                              -
                              
                              
                              
                              -Common
      stock issued for cash ($0.10 per share)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              174,000
                              
                              
                              
                              174
                              
                              
                              
                              17,226
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              17,400In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              79Net
      loss, 2003
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,094
                              )
                              
                              
                              -
                              
                              
                              
                              (1,094
                              )Balance
      December 31, 2003
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              974,000
                              
                              
                              
                              974
                              
                              
                              
                              27,821
                              
                              
                              
                              (12,410
                              )
                              
                              
                              -
                              
                              
                              
                              16,385In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      loss, 2004
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (5,988
                              )
                              
                              
                              -
                              
                              
                              
                              (5,988
                              )Balance
      December 31, 2004
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              974,000
                              
                              
                              
                              974
                              
                              
                              
                              27,821
                              
                              
                              
                              (18,398
                              )
                              
                              
                              -
                              
                              
                              
                              10,397In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      loss, 2005
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (8,438
                              )
                              
                              
                              -
                              
                              
                              
                              (8,438
                              )Balance,
      December 31, 2005
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              974,000
                              
                              
                              
                              974
                              
                              
                              
                              27,821
                              
                              
                              
                              (26,836
                              )
                              
                              
                              -
                              
                              
                              
                              1,959Net
      loss, 2006
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (10,235
                              )
                              
                              
                              -
                              
                              
                              
                              (10,235
                              )Balance,
      December 31, 2006
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              974,000
                              
                              
                              
                              974
                              
                              
                              
                              27,821
                              
                              
                              
                              (37,071
                              )
                              
                              
                              -
                              
                              
                              
                              (8,276
                              )Net
      Income, 2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              8,394
                              
                              
                              
                              -
                              
                              
                              
                              8,394Balance,
      December 31, 2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              974,000
                              
                              
                              
                              974
                              
                              
                              
                              27,821
                              
                              
                              
                              (28,677
                              )
                              
                              
                              -
                              
                              
                              
                              118In-kind
      contribution
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,000Net
      loss, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (19,627
                              )
                              
                              
                              -
                              
                              
                              
                              (19,627
                              )Balance,
      December 31, 2008
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              974,000
                              
                              
                              $
                              974
                              
                              
                              $
                              33,821
                              
                              
                              $
                              (48,304
                              )
                              
                              $
                              -
                              
                              
                              $
                              (13,509
                              )
   See
accompanying notes to financial statements
 F-4
  Equity Ventures Group, Inc.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the Years Ended December 31,
                            
                            
                            For
      the Period from December 17, 1999 (inception) to2008
                            
                            
                            2007
                            
                            
                            December
      31, 2008Cash
      Flows From Operating Activities:Net
      (Loss) Income
                            
                            $
                            (19,627
                            )
                            
                            $
                            8,394
                            
                            
                            $
                            (48,304
                            )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                            
                            
                            6,000
                            
                            
                            
                            -
                            
                            
                            
                            16,395Changes
      in operating assets and liabilities:Increase/(Decrease)
      in accrued expenses
                            
                            
                            -
                            
                            
                            
                            (147
                            )
                            
                            
                            -Increase/(Decrease)
      in accounts payable
                            
                            
                            13,509
                            
                            
                            
                            (3,146
                            )
                            
                            
                            13,509Net
      Cash Provided by (Used In) Operating Activities
                            
                            
                            (118
                            )
                            
                            
                            5,101
                            
                            
                            
                            (18,400
                            )Cash
      Flows From Financing Activities:Proceeds
      from stockholders
                            
                            
                            -
                            
                            
                            
                            5,000
                            
                            
                            
                            15,000Repayment
      of stockholder loans
                            
                            
                            -
                            
                            
                            
                            (15,000
                            )
                            
                            
                            (15,000
                            )Proceeds
      from issuance of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            18,400Net
      Cash Provided by (Used in) Financing Activities
                            
                            
                            -
                            
                            
                            
                            (10,000
                            )
                            
                            
                            18,400Net
      Decrease in Cash
                            
                            
                            (118
                            )
                            
                            
                            (4,899
                            )
                            
                            
                            -Cash
      at Beginning of Period/Year
                            
                            
                            118
                            
                            
                            
                            5,017
                            
                            
                            
                            -Cash
      at End of Period/Year
                            
                            $
                            -
                            
                            
                            $
                            118
                            
                            
                            $
                            -Supplemental disclosure of cash flow
      information:Cash
      paid for interest
                            
                            $
                            -
                            
                            
                            $
                            888
                            
                            
                            $
                            888Cash
      paid for taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
   See
accompanying notes to financial statements
 F-5
 
  EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
   NOTE
1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
  (A)
Organization
  Equity
Ventures Group, Inc. (a development stage company) (the "Company") was
incorporated under the laws of the State of Florida on December 17, 1999. The
Company was organized to provide business services and financing to emerging
growth entities.
 Activities
during the development stage include developing the business plan and raising
capital.
  (B) Use of
Estimates
  In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
  (C) Cash and Cash
Equivalents
  For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
  (D) Loss Per
Share
  Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.”  As of December 31, 2008 and 2007, there were no
common share equivalents outstanding.
  (E) Income
Taxes
  The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
   F-6
 
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
   (F) Business
Segments
  The
Company operates in one segment and therefore segment information is not
presented.
  (G) Revenue
Recognition
 
 The
Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”.  In all
cases, revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the service is performed and
collectability of the resulting receivable is reasonably assured.
 
 (H)Reclassification
 
 Certain
amounts from prior period have been reclassified to conform to the current
period presentation.
 
 (I)Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s financial instruments including accounts
payable approximate their fair value due to relatively short period to maturity
for these instruments.
 
 (J) Recent Accounting
Pronouncements
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
   F-7
 
  EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of FASB 162 is not expected
to have a material impact on the Company’s financial position.
   F-8
 
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
  NOTE
2 STOCKHOLDERS’
EQUITY/(DEFICIENCY)
 
 (A) Common Stock Issued for
Cash
 
 On
December 17, 1999, the Company issued 1,000,000 shares of common stock to its
founders for cash of $1,000 ($0.001 per share).
 
 During
2003, the Company issued 174,000 shares of common stock for cash of $17,400
($0.10 per share).
 
 (B) Common Stock Issued for
Subscription Receivable
 
 During
2000, the Company issued 1,500,000 shares of common stock for a subscription
receivable of $1,500 ($0.001 per share).  During 2001, the Company
cancelled the shares for non-payment of the subscription
receivable.
 
 (C) In-Kind Contribution of
Stock
 
 During
2001, a stockholder of the Company returned 200,000 shares of common stock to
the Company.
   F-9
 
  EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 (D) In-Kind
Contribution
 
 During
2003, 2002, 2001, 2000 and 1999, the stockholder of the Company paid $79, $79,
$79, $10,079 and $79, respectively, of operating expenses on behalf of the
Company (See Note 3).
 
 During
2008, the Company recorded additional paid-in capital of $6,000 for the fair
value of services provided to the Company by its president.
 
 (E) Amendment to Articles of
Incorporation
 
 During
2003, the Company amended its Articles of Incorporation to provide for an
increase in its authorized share capital. The authorized capital stock increased
to 100,000,000 common shares at a par value of $0.001 per share, and 10,000,000
preferred shares at a par value of $0.001 with class and series designations,
voting rights, and relative rights and preferences to be determined by the Board
of Directors of the Company from time to time.
  NOTE
3      RELATED PARTY
TRANSACTIONS
 
 During
2008, the Company recorded additional paid-in capital of $6,000 for the fair
value of services provided to the Company by its president (See Note 2
(D)).
 
 A
stockholder of the Company paid $10,395 of expenses on behalf of the Company
from inception (See Note 2 (D)).
 
 On June
27, 2007, the Company received $5,000 from a principal
stockholder.  Pursuant to the terms of the loan, the advance bears
interest at 7%, is unsecured and matured on June 27, 2008.
 
 During
2006, the Company received $10,000 from a principal stockholder. Pursuant to the
terms of the loan, the advance bears interest at 7%, is unsecured and matured on
August 2, 2007.
 
 On
November 13, 2007, $15,000, loan plus $888 of accrued interest was
repaid.
 
 NOTE
4     LETTER OF
INTENT
 
 On
November 4, 2007, the Company entered into a non-binding letter of intent with
USASIA.  Pursuant to the letter of intent, the Company received a
$20,000 deposit in consideration for exclusivity on this
transaction.  Such deposit became non-refundable after the due
diligence period ended on November 9, 2007.  The parties were required
to enter into a definitive agreement no later than November 9,
2007.  The parties did not enter into a definitive agreement by such
date and to date no agreement has been reached.  The Company retained
the non-refundable deposit in accordance with the letter of intent.
   F-10
  EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF DECEMBER 31, 2008 AND
2007
  NOTE
5.    INCOME
TAXES
  The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”. SFAS No. 109 prescribes the use of the liability method
whereby deferred tax asset and liability account balances are determined based
on differences between financial reporting  and  tax bases
of assets and liabilities and are measured using the enacted tax rates. The
effects of future changes in tax laws or rates are not anticipated.
  Under
SFAS No. 109 income taxes are recognized for the following: a) amount of tax
payable for the current year, and b) differed tax liabilities and assets for
future tax consequences of events that have been recognized differently in the
financial statements than for tax purposes. The Provisions for income taxes had
been computed as follows:
  2008
                              
                              
                              2007Expected
      income tax recovery (expense) at the statutory rate of 34%
                              
                              $
                              7,720
                              
                              
                              $
                              (3,302
                              )Tax
      effect of expenses that are not deductible for income tax purposes (net of
      other amounts deductible for tax purposes)
                              
                              
                              (6,450
                              )
                              
                              
                              -Tax
      effect of differences in the timing of deductibility of items for income
      tax purposes:Other
                              
                              
                              (3,554
                              )
                              
                              
                              6,308Change
      in valuation allowance
                              
                              
                              2,284
                              
                              
                              
                              (3,006
                              )Provision
      for income taxes
                              
                              $
                              -
                              
                              
                              $
                              -
  The
components of deferred income taxes are as follows:
  2008
                                    
                                    
                                    2007Deferred
      income tax asset:Net
      operation loss carryforwards
                                    
                                    
                                    12,553
                                    
                                    
                                    
                                    10,269Valuation
      allowance
                                    
                                    
                                    (12,553
                                    )
                                    
                                    
                                    (10,269
                                    )Deferred
      income taxes
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
  The
Company has tax losses available to be applied against future taxable income
through 2028 and 2027, respectively. The net change in the valuation allowance
for the period ended December 31, 2008 and 2007 was an increase of $2,284 and a
decrease of $3,006 respectively. Due to the losses incurred in the current year
and expected future operating results, management determined that it is more
likely that not that the differed tax assets resulting from the tax losses
available for carryforward will not be realized through the reduction of future
income tax payments. Accordingly, a 100% valuation allowance has been recorded
for deferred income tax assets
  NOTE 6     GOING
CONCERN
  As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, has a net loss of $48,304 for the period
from December 17, 1999 (inception) to December 31, 2008, a working capital and
stockholders’ deficiency of $13,509 and has a negative cash flow from operations
of $18,400 from inception. This raises substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
  Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
  NOTE 7     SUBSEQUENT
EVENT
  On
January 31, 2009 the Company entered into a non-binding letter of intent with
GHG Trading Platforms, Inc.  On March 25, 2009, the Company, entered
into a stock purchase agreement and share exchange agreement with GHG Trading
Platforms, Inc.  Per the agreement, the Company will receive $20,000
of cash in connection with the sale in exchange for 90% of Company’s total
issued and outstanding shares.  The Company received $5,000 on March
25, 2009.  As of April 1, 2009, the terms of the agreement have not
been completed.
 
 F-11






ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 None
  ITEM
9A. CONTROLS AND PROCEDURES
  Evaluation
of disclosure controls and procedures
  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are not
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below:
 
 -
              We
      failed to include the disclosures required by paragraphs (a)(1) and (a)(4)
      of Item 308T of Regulation S-K in our Management’s Report on Internal
      Control Over Financial Reporting in our Form 10-KSB filed on March 11,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
              We
      have amended the Form 10-KSB to include the disclosures required by
      paragraphs (a)(1) and (a)(4) of Item 308T of Regulation S-K in our
      Management’s Report on Internal Controls Over Financial
      Reporting;2.
              We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and
 
 3.
              Increase
      management oversight of accounting and reporting functions in the
      future.
 
 MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule
13a-15(f) under the Exchange Act over the registrant. The Company’s
internal control over financial reporting is designed to provide reasonable
assurance to the Company’s management and Board of Directors regarding the
preparation and fair presentation of published financial statements in
accordance with United State’s generally accepted accounting
principles (US GAAP), including those policies and procedures that: (i) pertain
to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with US
GAAP and that receipts and expenditures are being made only in accordance with
authorizations of management and directors of the company, and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.  Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control— Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational
effectiveness of our internal control over financial reporting. Based on this
assessment, Management concluded the Company maintained effective internal
control over financial reporting as of December 31, 2008.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and
presentation.  This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this Annual Report.
 
  
 -6-
  
 PART
III
  ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT
  Our
directors and officers, as of April 15, 2009, are set forth below. The directors
hold office for their respective term and until their successors are duly
elected and qualified. Vacancies in the existing Board are filled by a majority
vote of the remaining directors. The officers serve at the will of the Board of
Directors.
  Name
                  Age
                  Positions and Offices
  HeldColette
      Kim
                  34
                  President/Secretary/Director
  Ms. Kim
does not receive any compensation for her services rendered to us, has not
received such compensation in the past, and is not accruing any compensation
pursuant to any agreement with us. However, our officer and director anticipates
receiving benefits as a beneficial shareholder of us and, possibly, in
other ways.
 
 Our
officer and director does not receive any compensation for her services rendered
to us, has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with us. However, our officer and
director anticipates receiving benefits as a beneficial shareholder of us and,
possibly, in other ways.
  No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our
employees.
  BUSINESS
EXPERIENCE
  Set forth
below is the name of our director and officer, all positions and offices with us
held, the period during which he has served as such, and the business experience
during at least the last five years:
  Colette
Kim has been our President, Chief Executive Officer, Chief Financial Officer and
Director since August 28, 2003. Colette T. Kim is a Business Consultant with
extensive experience in target Sales/Marketing, Operations, Small Business
Computer Integration, and Asian Business. From 1994, Colette served as Director
of Sales for a growing Orange County Based Commercial Real Estate Company.
Subsequently, she was CFO for a Los Angeles Based Technology Company and COO for
an Irvine, California Automobile Premium Finance Entity. Ms. Kim is not
currently and has ever been an officer, director or principal shareholder of
another blank check company. Ms. Kim is also known as Tammy Minh
Kim.
  CERTAIN
LEGAL PROCEEDINGS
  No
director, nominee for director, or executive officer has appeared as a party in
any legal proceeding material to an evaluation of her ability or integrity
during the past five years.
  COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
  We have
not filed a Form 5 for the year ending December 31, 2008.
  CODE OF
ETHICS
  The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
  ITEM
11. EXECUTIVE COMPENSATION
  Our
officer and director does not receive any compensation for her services rendered
to us, has not received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with us. However, our officer and
director anticipates receiving benefits as a beneficial shareholder of us and,
possibly, in other ways.
  No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our
employees.
  ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company’s Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.
   -7-
    Name
                Number
      of Total Shares
                %
      of ShareholdingsColette
      Kim
                400,000
                41.07%Peter
      Goldstein
                400,000
                41.07%Officers
      and Directors as a Group (1)
                400.000
                41.07%
 ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.
  We
currently use the offices of management at no cost to us. Management has agreed
to continue this arrangement until we complete an acquisition or
merger.
  ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit
Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $6,245 and $5,500 for professional services rendered for the audit
and review of our financial statements filed with the Securities and Exchange
Commission.
  Audit-Related
Fees
  There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
  Tax
Fees
  For the
Company’s fiscal year ended December 31, 2008 and 2007, we were billed $0 for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2008 and
2007.
  Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
 
 -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not have  records of  what
percentage of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
   -8-
 PART IV
 
  ITEM
15. EXHIBITS LIST AND REPORTS ON FORM 8-K
  (a)
                Reports
      on Form 8-K and Form 8K-ANone(b)
                Exhibits:
  Method of Filing
                Exhibit Number
                Exhibit TitleIncorporated
      by reference to Form 10-SB filed on July 27, 2004 (File No.
      000-50868)
                3.1
                Certificate
      of Incorporation; Certificate of Amendment to Certificate of
      IncorporationIncorporated
      by reference to Form 10-SB filed on July 27, 2004 (File No.
      000-50868)
                3.2
                By-LawsIncorporated
      by reference to Form 10KSB filed on March 11, 2008 (File No.
      000-50868)
                14.1
                Code
      of Ethics31.1
                Certification
      of Colette Kim pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                Certification
      of Colette Kim pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.
 
  -9-
    SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
  EQUITY VENTURES GROUP,
      INC.By:
                  /s/ Colette KimColette
      KimPresident,
      Secretary and Director
  Dated:
April 20, 2009
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
  NAME
              TITLE
              DATE/s/ Colette
      Kim
              President,
      Secretary and
      Director
              April
      20, 2009Colette
      Kim
     -10-