SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ___________________________
  FORM
10-K/A
 ___________________________
  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, 2007
  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.
  Yes   x     
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, 2007: $-0-
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 30 , 2008, was: $0
  Number of
shares of the registrant’s common stock outstanding as of December 30 ,
2008 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.
  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 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 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.
  
 2
   
 PART
II
  ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  On March
7, 2008, 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
  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 annual report,
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, 2007. From
inception through the year ended December 31, 2007, we recognized a net loss of
$28,677. 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, 2007, we had cash of $118. 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
  Subsequent
Event
 
 None
  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
   4
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 
 CONTENTS
 
 
 PAGE
                  F-1
                  REPORT
      OF INDEPENDEDNT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
                  F-2
                  BALANCE
      SHEETS AS OF DECEMBER 31, 2007 AND 2006PAGE
                  F-3
                  STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED FROM DECEMEBR 31, 2007 AND 2006 AND FOR
      THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31,
      2007PAGE
                  F-4
                  STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM
      DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2007PAGE
                  F-5
                  STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE
      PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31,
    2007PAGES
                  F-6
      - F-10
                  NOTES
      TO FINANCIAL STATEMENTS
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors of:
 Equity
Ventures Group, Inc.
 
 We have
audited the accompanying balance sheets of Equity Ventures Group, Inc. (a
Development Stage Company) as of December 31, 2007 and 2006, and the related
statements of operations and comprehensive income, changes in stockholders’
deficit and cash flows for the two years then ended and the period from December
17, 1999 (Inception) to December 31, 2007.  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, 2007 and 2006 and the results of
its operations and its cash flows for the two years then ended and the period
from December 17, 1999 (Inception) to December 31, 2007, 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 and a negative cash flow
from operations from inception of $18,282. 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
 February
29, 2008
 F-1
   
 Equity
      Ventures Group, Inc.(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31 ,2007
                
                
                December
      31, 2006Current
      AssetsCash
                
                $
                118
                
                
                $
                5,017Total
      Assets
                
                $
                118
                
                
                $
                5,017LIABILITIES AND
      STOCKHOLDERS' EQUITY/(DEFICIENCY)Current
      LiabilitiesAccounts payable
                
                $
                -
                
                
                $
                3,146Stockholder loans
                
                
                -
                
                
                
                10,000Accrued interest
                
                
                -
                
                
                
                147Total
      Current Liabilities
                
                
                -
                
                
                
                13,293Commitments
      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
                
                
                27,821
                
                
                
                27,821Deficit
      accumulated during the development stage
                
                
                (28,677
                )
                
                
                (37,071
                )Total
      Stockholders' Equity/(Deficiency)
                
                
                118
                
                
                
                (8,276
                )Total
      Liabilities and Stockholders' Equity/(Deficiency)
                
                $
                118
                
                
                $
                5,017
  See accompanying notes to
financial statements.
   F-2
 
 Equity Ventures Group, Inc.(A
      Development Stage Company)Statement
      of OperationsFor
      the Years Ended December 31,
                
                
                For
      the Period from December 17, 1999 (inception)2007
                
                
                2006
                
                
                December
      31, 2007Operating
      ExpensesProfessional
      fees
                
                $
                9,993
                
                
                $
                8,254
                
                
                $
                42,525General
      and administrative
                
                
                872
                
                
                
                1,834
                
                
                
                5,264Total
      Operating Expenses
                
                
                10,865
                
                
                
                10,088
                
                
                
                47,789Loss
      from Operations
                
                
                (10,865
                )
                
                
                (10,088
                )
                
                
                (47,789
                )Other
      Income (Expense)Merger
      break up fee
                
                
                20,000
                
                
                
                -
                
                
                
                20,000Interest
      Expense
                
                
                (741
                )
                
                
                (147
                )
                
                
                (888
                )Total
      Other Income (Expense)
                
                
                19,259
                
                
                
                (147
                )
                
                
                19,112Provision
      for Income  Taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Income/(Loss)
                
                $
                8,394
                
                
                $
                (10,235
                )
                
                $
                (28,677
                )Net
      (Loss) Income Per Share  - Basic and Diluted
                
                $
                0.01
                
                
                $
                (0.01
                )Weighted
      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, 2007Preferred
      stock
                    
                    
                    Common
      stock
                    
                    
                    
                    
                    
                    Deficit$.001
      Par Value
                    
                    
                    $.001
      Par Value
                    
                    
                    Additional
                    
                    
                    accumulated
      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
                    )
                    
                    $
                    -
                    
                    
                    $
                    118
 See accompanying
notes to financial statements.
 
 F-4
 
  
 Equity Ventures Group, Inc.(A
      Development Stage Company)Statement of Cash
      FlowsFor
      the Years Ending December 31,
                
                
                For
      the Period from December 17, 1999 (inception) to2007
                
                
                2006
                
                
                December
      31, 2007Cash
      Flows From Operating Activities:Net
      Income (Loss)
                
                $
                8,394
                
                
                $
                (10,235
                )
                
                $
                (28,677
                )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution
                
                
                -
                
                
                
                -
                
                
                
                10,395Changes
      in operating assets and liabilities:Increase/(Decrease)
      in accrued expenses
                
                
                (147
                )
                
                
                147
                
                
                
                -Increase/(Decrease)
      in accounts payable
                
                
                (3,146
                )
                
                
                1,247
                
                
                
                -Net
      Cash Provided by (Used In) Operating Activities
                
                
                5,101
                
                
                
                (8,841
                )
                
                
                (18,282
                )Cash
      Flows From Financing Activities:Proceeds  from
      stockholders loans
                
                
                5,000
                
                
                
                10,000
                
                
                
                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
                )
                
                
                10,000
                
                
                
                18,400Net
      Increase (Decrease) in Cash
                
                
                (4,899
                )
                
                
                1,159
                
                
                
                118Cash
      at Beginning of Period/Year
                
                
                5,017
                
                
                
                3,858
                
                
                
                -Cash
      at End of Period/Year
                
                $
                118
                
                
                $
                5,017
                
                
                $
                118Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      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, 2007 AND
2006
 
 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 2007 and 2006, 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, 2007 AND
2006
 As of
December 31, 2007 and 2006, the Company has a net operating loss carryforward
of    approximately $28,700 and 37,000, respectively,
available to offset future taxable income through 2027. The valuation allowance
at December 31, 2007 was $10,269.  The valuation allowance at December
31, 2006 was $13,275. The net change in the valuation allowance for the year
ended December 31, 2007 and 2006 was a decrease of $3,006 and an increase of
3,665, respectively.
 
 (F) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (G) Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007.  The adoption of this statement is not expected to
have a material effect on the Company's future reported financial position or
results of operations.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. 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, 2007 AND
2006
 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.
 
 
 NOTE
      2
                STOCKHOLDERS’
      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-8
 
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2007 AND
2006
 (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).
 
 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 matures 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 matures on
August 2, 2007.
 
 On
November 13, 2007 the $15,000 shareholder 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-9
 EQUITY
VENTURES GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2007 AND
2006
 
 
 NOTE
      5
                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 from
operations from inception of $18,282 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.
 
    
 F-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
  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, 2007. 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, 2007.
 
 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.
 5
 
 
 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 January 16 , 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
  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, 2007.
  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.
   6
    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.
  PART IV
 
 ITEM
13. 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 Kimpursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002.
  ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit
Fees
  For the
Company’s fiscal years ended December 31, 2007 and 2006, we were billed
approximately $4,553 and $5,500 for professional services rendered for the audit
and review of our financial statements filed with the Securities and Exchange
Commission.
  Tax
Fees
  For the
Company’s fiscal year ended December 31, 2007 and 2006, 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, 2007 and
2006.
  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.
 
   7
   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:
January 16 , 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
              January
      16, 2009Colette
      Kim
              and
      Director
   8