SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  ___________________________  FORM 10-KSB ___________________________  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 SECURITIESEXCHANGE ACT OF 1934  For Fiscal Year Ended December 31, 2005  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 [
        ]

Indicate by check mark whether the registrant is a shell company as defined in Rule12b-2 of the Exchange Act.




Yesx
        No [
        ]

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-KSB or any amendment to this Form 10-KSB. ( )



Revenues for year ended December 31, 2005: $-0-



Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 6, 2006, was: $-0-



Number of shares of the registrants common stock outstanding as of March 6, 2006 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 has no operations to date
other than issuing shares to our original shareholders.



We will attempt to locate and negotiate with a business entity for the
combination of that target company with us. The combination will normally take
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.
No assurances can be given that we will be successful in locating or negotiating with any target company.



We have been 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 orbusinesses;


*
        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 bea market valuation;


*
        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 itssecurities for the acquisition of assets or businesses;


*
        a company which is unable to find an underwriter of its securities or isunable to find an underwriter of securities on terms acceptable to it;


*
        a company which wishes to become public with less dilution of its commonstock than would occur upon an underwriting;


*
        a company which believes that it will be able to obtain investment capitalon more favorable terms after it has become public;


*
        a foreign company which may wish an initial entry into the United Statessecurities market;


*
        a special situation company, such as a company seeking a public market tosatisfy redemption requirements under a qualified Employee Stock OptionPlan;


*
        a company seeking one or more of the other perceived benefits of becoming apublic company.

A business combination with a target company will normally involve 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.



No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.



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 his 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 has 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.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



On March 6, 2006, 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. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



Plan of Operation



We intend to enter into a business combination with a target company in exchange for cash and/or our securities. As of the initial filing date of this Registration Statement, neither our officer and director nor any affiliate has engaged in any negotiations with any representative of any specific entity regarding the possibility of a business combination with us.



Management anticipates seeking out a target company through solicitation. Such solicitation may include 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 will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.



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 will pay as his own expenses any costs he incurs in supervising the search for a target company. Peter Goldstein anticipates that he may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.







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.



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, 2005.From inception through the year ended December 31, 2005, we recognized a net loss of $26,836. For the year ended December 31, 2005, we recognized a net loss of$8,438. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.



Liquidity and Capital Resources



At December 31, 2005, we had cash of $3,858. 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, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. In its search for business opportunities, 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 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. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional
funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum



from either a commercial or private lender. There can be no assurance that the Company will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company.



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.



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 consolidated 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 consolidated results of operations, financial position or liquidity for the periods presented in this report.







ITEM 7. FINANCIAL STATEMENTS



Our financial statements, together with the report of auditors, are as follows:














EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005






EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)





CONTENTS






PAGE
        1
        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
        2
        BALANCE SHEET AS OF DECEMBER 31, 2005PAGE
        3
        STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGES
        4  5
        STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGE
        6
        STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2005PAGES
        7 - 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 sheet of Equity Ventures Group, Inc. (a development stage company) as of December 31, 2005 and the related statements of operations, changes in stockholders equity and cash flows for the years ended December 31, 2005 and 2004 and for the period from December 17, 1999 (inception) to December 31, 2005. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides 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, 2005 and the results of its operations and its cash flows for the years ended December 31, 2005 and 2004 and for the period from December 17, 1999 (inception) to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company is in the development stage with no operations and has a negative cash flow from operations of $14,542 from inception. These factors raise substantial doubt about its ability to continue as a going concern. Managements plans concerning this matter are also described in Note 4. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





WEBB & COMPANY, P.A.



Boynton Beach, Florida

February 27, 2006




EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF DECEMBER 31, 2005












ASSETSCURRENT ASSETSCash
        $
        3,858TOTAL ASSETS
        $
        3,858LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
        $
        1,899TOTAL LIABILITIES
        
        1,899COMMITMENTS AND CONTINGENCIES
        
        -STOCKHOLDERS EQUITYPreferred 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 shares issued and outstanding
        
        974Additional paid in capital
        
        27,821Accumulated deficit during development stage
        
        (26,836)Total Stockholders Equity
        
        1,959TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
        $
        3,858




See accompanying notes to financial statements.

2



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS










For The Year Ended December 31, 2005
        
        For The Year Ended December 31, 2004
        
        For The Period From
December 17, 1999 (Inception) To December 31, 2005OPERATING EXPENSESProfessional fees
        $
        8,228
        $
        5,100
        $
        24,278General and administrative
        
        210
        
        888
        
        2,558Total Operating Expenses
        
        8,438
        
        5,988
        
        26,836LOSS FROM OPERATIONS
        
        (8,438)
        
        (5,988)
        
        (26,836)Provision for Income Taxes
        
        -
        
        -
        
        -NET LOSS
        $
        (8,438)
        $
        (5,988)
        $
        (26,836)Net loss per share - basic and diluted
        $
        (0.01)
        
        (0.01)
        $
        (0.02)Weighted average number of shares outstanding during the period - basic and diluted
        
        974,000
        
        974,000
        
        1,163,683




See accompanying notes to financial statements.

3



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS EQUITY

FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2005










Preferred Stock
        
        Common Stock
        
        Additional Paid-In
        
        Subscription
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Shares
        
        Amount
        
        Capital
        
        Receivable
        
        Stage
        
        TotalCommon 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 from 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
        
        (1,500)
        
        (11,108)
        
        50In-kind contribution
        
        -
        
        -
        
        -
        
        -
        
        79
        
        -
        
        -
        
        79Stock subscription cancelled
        
        -
        
        -
        
        (1,500,000)
        
        (1,500)
        
        -
        
        1,500
        
        -
        
        -In-kind contribution of stock
        
        -
        
        -
        
        (200,000)
        
        (200)
        
        200
        
        -
        
        -
        
        -

See accompanying notes to financial statements.

4



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS EQUITY

FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2005










Preferred Stock
        
        Common Stock
        
        Additional Paid-In
        
        Subscription
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Shares
        
        Amount
        
        Capital
        
        Receivable
        
        Stage
        
        TotalNet 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)
        
        16,385Net loss, 2004
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (5,988)
        
        (5,988)Balance, December 31, 2004
        
        -
        
        -
        
        974,000
        
        974
        
        27,821
        
        -
        
        (18,398)
        
        10,397Net loss, 2005
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (8,438)
        
        (8,438)BALANCE, DECEMBER 31, 2005
        
        -
        $
        -
        
        974,000
        $
        974
        $
        27,821
        $
        -
        $
        (26,836)
        $
        1,959

See accompanying notes to financial statements.

5



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS












For The Year Ended December 31, 2005
        
        For The Year Ended December 31, 2004
        
        For The Period From
December 17, 1999 (Inception) To December 31, 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
        $
        (8,438)
        $
        (5,988)
        $
        (26,836)Adjustments to reconcile net loss to net cash used in operating activities:In-kind contribution
        
        -
        
        -
        
        10,395Changes in operating assets and liabilities:Increase in prepaid expenses
        
        -
        
        3,000
        
        -Decrease in accounts payable
        
        1,899
        
        -
        
        -Net Cash Used In Operating Activities
        
        (6,539)
        
        (2,988)
        
        (14,542)CASH FLOWS FROM INVESTING ACTIVITIES
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
        
        -
        
        -
        
        18,400Net Cash Provided By Financing Activities
        
        -
        
        -
        
        18,400NET INCREASE (DECREASE) IN CASH
        
        (6,539)
        
        (2,988)
        
        3,858CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
        
        10,397
        
        13,385
        
        -CASH AND CASH EQUIVALENTS AT END OF PERIOD
        $
        3,858
        $
        10,397
        $
        3,858SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
        $
        -
        $
        -
        $
        -Cash paid for income taxes
        $
        -
        $
        -
        $
        -




See accompanying notes to financial statements.

6



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005








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.



(D) 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 2005 and 2004, and for the period from December 17, 1999 (inception) to December 31, 2005, respectively, 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.



7



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005







As of December 31, 2005, the Company has a net operating loss carryforward of approximately $26,800 available to offset future taxable income through 2025. The valuation allowance at December 31, 2005 was $9,610. The net change in the valuation allowance for the year ended December 31, 2005 was an increase of $3,022.



(F) Business Segments



The Company operates in one segment and therefore segment information is not presented.



(G) Recent Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123R Share-Based Payment (SFAS 123R), a revision to SFAS No. 123 Accounting for Stock-Based Compensation (SFAS 123), and superseding APB Opinion No. 25 Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including obtaining employee services in share-based payment transactions. SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. Adoption of the provisions of SFAS 123R is effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently in the process
of evaluating the potential impact that the adoption of SFAS 123R will have on its consolidated financial position and results of operations.



In November 2004, the FASB issued SFAS No. 151, Inventory Costs -- an amendment of ARB No. 43, Chapter 4(SFAS 151) This statement clarifies the criteria of abnormal amounts of freight, handling costs, and spoilage that are required to be expensed as current period charges rather than deferred in inventory. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for the Company July 1, 2005. The Company is currently in the process of determining the impact of this statement on the Companys financial statements.



In December 2004, the FASB issued SFAS no. 153,Exchanges of Nonmonetary Assets an amendment of APB Opinion No. 29.This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29,Accounting for Nonmonetary Transactions,and replaces it with an exception for exchanges that do not have commercial substance. This Statement specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.The Company is currently evaluating the impact of this statement on the financial statements.





8



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005







In December 2004, the FASB issued SFAS No. 152,Accounting for Real Estate Time-Sharing Transactions an amendment of FASB
     Statements No. 66 and 67.This Statement amends FASB Statement No. 66,Accounting for Sales of Real Estate,to reference the financial accounting and reporting
     guidance for real estate time-sharing transactions that is provided in
     AICPA Statement of Position (SOP) 04-2,Accounting
     for Real Estate Time-Sharing Transactions.This
     Statement also amends FASB Statement No. 67,Accounting for Costs and Initial Rental
     Operations of Real Estate Projects,to state that
     the guidance for (a) incidental operations and (b) costs incurred to sell
     real estate projects does not apply to real estate time-sharing
     transactions. This Statement is effective for financial statements for
     fiscal years beginning after June 15, 2005. The guidelines of this
     statement are not applicable to the Company.



SFAS No. 154 (SFAS 154),Accounting Changes and Error Corrections,was issued in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 (SFAS 3). SFAS No. 154 requires retrospective application for voluntary changes in accounting principle in most instances and is required to be applied to all accounting changes made in fiscal years beginning after December 15, 2005. The Companys expected April 1, 2006 adoption of SFAS No. 154 is not expected to have a material impact on the Companys consolidated financial condition or results of operations.






NOTE 2
        STOCKHOLDERS EQUITY

(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.







9



EQUITY VENTURES GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005







(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).



(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

A stockholder of the Company paid $10,395 of expenses on behalf of the Company from inception (See Note 2).




NOTE 4
        GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a negative cash flow form operations of $14,542. 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.





10















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



None.



ITEM 8A. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



Our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)under the Securities Exchange Act of 1934, as amended) as of a date within 90days before the filing of this annual report (the Evaluation Date). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.  Although our principal executive officer and principal financial officer believes our existing disclosure controls and procedures are adequate to
enable us to comply with our disclosure obligations, we intend to formalize and document the procedures already in place and establish a disclosure committee.



Changes in internal controls



We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.











PART III



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



Our directors and officers, as of December 31, 2005 and March 6, 2006, 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
        33
        President/Secretary/Director

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, 2005.



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 10. 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 11. 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.




Name
        Number of Total Shares
        % of ShareholdingsColette Kim
        400,000
        41.07%Peter Goldstein
        400,000
        41.07%

ITEM 12. 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 13. EXHIBITS AND REPORTS ON FORM 8-K




(a)
        The following documents are filed as part of this report:


1.
        Financial statements; see index to financial statements and schedules inItem 7 herein.


2.
        Financial statement schedules; see index to financial statements andschedules in Item 7 herein.


3.
        Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.





EXHIBIT INDEX




3.1
        Articles of Incorporation (1)


3.3
        By-laws  (1)

(1)  Incorporated by reference to our Form 10-SB (SEC File No. 000-50868).



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



For the Companys fiscal years ended December 31, 2005 and 2004, we were
billed approximately $3,000 for professional services rendered for the audit of
our financial statements. We also were billed approximately $2,199 and $1,600
for the review of financial statements included in our periodic and other
reports filed with the Securities and Exchange Commission for our year ended December 31, 2005 and December 31, 2004, respectively.



Tax Fees



For the Companys fiscal year ended December 31, 2005 and 2004, 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, 2005 and 2004.



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.







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: March 6, 2006



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
        March 6, 2006Colette Kim
        and Director