UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**


[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year ended**March
                31, 2007**[
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the transition period from _________ to ________Commission
                file number**333-137460**





**DGT
                Corp.**(Name
                of small business issuer in its
                charter)




**Nevada**
            **E.I.N.
                Number
                Pending**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**No.
                D2003 Gahood Villas,**
              **Baizin
                Zhuang, Hou Sha Yu,**
              **Shunyi
                District, Beijing, China**
            **101300**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number:**(86)
                130-7113-7549**




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **Not
                Applicable**Securities
                registered under Section 12(g) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **Not
                Applicable**





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





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      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 [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). **Yes
      [ X] No [ ]**





State
      issuer’s revenue for its most recent fiscal year. **$0**





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. **Not
      available.**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **9,000,000
      Common Shares as of March 31, 2007.**





Transitional
      Small Business Disclosure Format (Check One): **Yes:
      __; No X**




Table
          of Contents





**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            7Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            7PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            8Item
                6.
            Plan
                of Operation
            10Item
                7.
            Financial
                Statements
            14Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            15Item
                8A.
            Controls
                and Procedures
            15Item
                8B.
            Other
                Information
            16PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            16Item
                10.
            Executive
                Compensation
            19Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            21Item
                12.
            Certain
                Relationships and Related
                Transactions
            22Item
                13.
            Exhibits
            22Item
                14.
            Principal
                Accountant Fees and Services
            23


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          of Contents


**** **PART
      I**


**Item1.
      Description of Business**




**Business
      Overview**




We
      were
      incorporated on April 17, 2006, under the laws of the State of Nevada. Our
      fiscal year end is March 31. We currently operate our business out of office
      space located at No-D2003 Gahood Villas, Baizin Zhuang Hou Sha Yu, Shunyi
      District, Beijing, China, 101300. Our telephone number (86)
      130-7113-7549.





We
      provide professional digital photo editing service for photo studios. Presently,
      we are targeting potential customers in North America, with plans to expand
      globally. Our primary focus is photo retouching and we will gradually move
      into
      photo restoration, additional forms of photo editing services, and photo album
      assembling and resale. Examples of our photo retouching services include
      removing imperfections, scratches, blemishes, braces, fly-away hair, sun spots,
      cropping, and the addition of different backgrounds or special
      effects.





Under
      an
      agreement dated June 1, 2006, our services are provided by Dolphin Industries
      Limited (“Dolphin”), a photo editing company headquartered in Hong Kong with
      outsourcing facilities located in China. We have established a good relationship
      with Dolphin and feel that, in the absence of any unusual circumstances, the
      company’s services will be available according to our needs. We currently have a
      service contract with Dolphin and will be operating principally on a per order
      basis.





**Testing
      Our Services**





In
      the
      Alpha stage of our testing, we set up an FTP server in Hong Kong using the
      services of a Hong Kong internet web hosting company, Inspire CyberNet Ltd.
      (www.inscyber.net), as our base for all image transfers between North America
      and Hong Kong as well as Hong Kong and China. We have tested various scenarios
      and found the FTP setup to be the optimum for both speed and ease of operations.
      During the test, we uploaded and downloaded numerous images to our FTP server
      in
      Hong Kong. The image files were then transferred to our outsourcing facility
      in
      China. This action was initiated to:





§
            test
                the timeliness and deliverability of the photographs from our central
                job
                collection site in Hong Kong to our service provider in
                China;





§
            test
                our administrative and security procedures in both
                offices;





§
            test
                the most suitable image sizes with the given bandwidth to achieve
                the
                optimum data transfer rate; and





§
            test
                and examine the quality and quality control process in the China
                office.





After
      achieving positive results in April 2006 on the outsourcing facility in China,
      which Dolphin performed in our cooperation free of charge, we initiated our
      Beta
      testing in June of


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2006.
      Under our agreement with Dolphin, we agreed to pay the company $10,000 to carry
      out Beta testing of the quality of their photo editing services and initiate
      more advanced testing of the internet bandwidth for our file transmission.





During
      Beta testing, we replicated extreme scenarios of complicated and sizable orders
      to determine our responsiveness to the same spectrum of performance criteria
      involved in our Alpha testing above. As of December 31, 2006, we completed
      the
      Beta testing process. In our fourth quarter, we experienced an earthquake in
      Taiwan that was responsible for severing 6 of the 7 undersea communication
      cables between Asia and North America. Despite the significant impairment to
      the
      communication infrastructure, we were able to maintain reasonable file transfer
      operations between Dolphin’s facilities in China and North America. The
      earthquake experience did, however, provide our company with valuable insight
      into dealing with extreme conditions, which timely occurred during our Beta
      testing with Dolphin.





At
      the
      end of the Beta testing, we managed to exceed our testing objective of
      150Kilobytes/sec (280 images of 2M each) transfer rate as provided in our
      Feasibility Study on March 2006. Despite completion of successful Beta testing,
      we still have significant tests to perform before we are ready for significant
      customer orders. We hope to continue testing the speed and accuracy of our
      file
      transmissions. It is essential to have quick and efficient transmission lines,
      which frequently tend to crash in China, in order to provide our customers
      steady and reliable service. In addition, we plan to further test the quality
      and speed of Dolphin’s photo editing services in order to meet North American
      expectations of turnaround time. We will also be responding to file corruption
      problems that arise and customer service issues.




**Our
      Photo Editing Services**





Our
      principal service is digital photo retouching. This service is mainly targeted
      at photo studios with a high volume of editing such as annual photos for high
      schools and graduation pictures. Currently, our services are performed in China
      and we plan to market them in North America.




Our
      primary focus is photo retouching services, but we intend to gradually move
      into
      other forms of photo editing services and photo album assembling and resale.
      There are countless ways to enhance an image by editing, also known as
“post-processing.” There are simple enhancement methods, including the following
      familiar types: cropping (takes out edges of a photo to better frame or remove
      excess background space from the main subject); improving colors in a photo
      by
      adjusting the brightness or contrast; removing unwanted red coloration in the
      subject’s pupils (Red-Eye); converting the photograph from color to black and
      white; and manipulating background colors. Our photo editing capabilities at
      this stage only involve removing imperfections, scratches, blemishes, braces,
      fly-away hair, sun spots, cropping, and the addition of different backgrounds
      or
      special effects. At a later stage, we may also include more sophisticated
      editing operations and should be capable of nearly about every type of photo
      editing service process available. We hope to advance our service capabilities
      to photo studios that are in need of our services at an affordable price.


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          of Contents





**Sales
      & Marketing Strategy**




Our
      objective following Beta testing was to locate a few photography studios in
      North America to establish minimal revenues, but more importantly to further
      test our photo editing services under live circumstances. We recently
      established small chargeable jobs with mid-size photography studios in Canada
      that require a fairly large volume of photo editing services. We have already
      worked these photography studios to a limited extent in the Beta testing process
      when they allowed us to compare our services against their own in-house editing
      departments. Our initial goal was to establish arrangements that, among other
      things, provided for the following:





§
            upon
                execution of the agreement, the photo studio(s) will place orders
                for
                3,000 photos from us;





§
            we
                will agree to complete the photo editing within a week of an
                upload;





§
            the
                cost of the order is set at USD$2.25 to USD$2.50 per photo delivered
                depending on the volume;





§
            over
                the next three years, the photo studio(s) will subscribe to no less
                than
                15,000 photos exclusively from us at a base price of cost plus 10%,
                which
                will be determined at the time of order;





§
            the
                photo studio will provide advisory support and assistance in identifying
                similar photography studios in North America for marketing of our
                products; and





§
            both
                parties shall have the right to terminate the agreement upon mutual
                agreement.





Unfortunately,
      we have not yet established an arrangement with these mid-sized photography
      studios that meets the above criteria. As of now, we are working on a per order
      basis. We have not realized any revenues for the year ended March 31, 2007.
      Negotiations continue, however, to try our services and capabilities before
      these studios decide to pursue a scalable commitment for our services. If we
      are
      able to establish a significant contractual arrangement, we intend to branch
      out
      and actively pursue additional customers that possess working relationships
      with
      learning institutions such as high schools, colleges, and universities which
      will allow us to demonstrate our services.





If
      we
      become established in the marketplace in terms of service and quality and have
      captured regions in both Canada and the United States, and elsewhere, we plan
      to
      venture into Phase 2 of our strategic plan. During phase 2, we will complete
      three essential steps. First, our Company will initiate a strong move into
      North
      America and perhaps Europe to capture a larger market share. Second, we will
      expand into more advanced aspects of digital photograph editing, such as
      restoration. Third, we will setup a web portal for individual photographers
      to
      take advantage of our current photo retouching service.


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          of Contents





**Supply
      Strategy**




We
      outsource our photo editing to our service provider, Dolphin Industries Limited
      (“Dolphin”) on an order-by-order basis. Dolphin supplies all of the necessary
      professional photo editors for us according to our quality specifications.
      This
      has enabled us to provide the relatively intensive photo editing without
      requiring a large amount of working capital.





Following
      our Beta testing, our agreement with Dolphin specifies our relationship going
      forward. Specifically, we agreed to provide Dolphin, starting 30 days from
      Beta
      testing, the greater of $5,000 for each 30-day period of completed photo editing
      for a total of 90 days or a minimum of 3,300 images to be edited for each 30-day
      period for a total of 90 days at $1.50 per finished digital image. We have
      paid
      Dolphin a total of $15,000 under the agreement as of March 31, 2007.




**Server
      Development**





Once
      all
      the procedures and quality processes have been tested with photography studios,
      we plan to enter the second stage of development by creating a web Portal/web
      Server based on the same server in Hong Kong. This establishment will enable
      the
      individual consumer an opportunity to tap into our services. If we reach this
      stage of our business plan, all internet traffic between our outsourcing
      facility in China and rest of the world will go through our Hong Kong Server.
      PayPal® by eBay® will be the choice of payment and all transactions will be
      handled and settled through our Hong Kong server.





**Competition**




The
      digital photo editing industry is relatively competitive and fragmented. We
      compete against other small to medium size companies that provide an array
      of
      services besides photo editing. The majority of our competition comes from
      India. Examples of companies with whom we compete include 1st Image Works,
      SunTec, Cipher Images, Sumanesh Graphic Studio, and Creative
      Excellence.




We
      believe that our competitive strengths consist of the quality of our products,
      the level of our customer service, the niche of the market that we are
      targeting, and the competitive pricing that we offer to our
      customers.




**Government
      Regulation**




We
      provide a service mainly over the internet; thus, we are not subject to any
      international trade agreements, trade quotas, duties, taxes, and similar
      impositions. Once we market our service in North America, our services may
      be
      subject to regulation by the Federal Trade Commission, the Federal Trade
      Commission, the Canadian Radio-television and Telecommunications Commission,
      and
      various state, local, and private consumer protection and other regulatory
      authorities. We believe that we are in substantial compliance with these
      regulations.


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**Compliance
      with Environmental Laws**





We
      did
      not incur any costs in connection with the compliance with any federal, state,
      or local environmental laws.





**Employees**




We
      have
      no employees. Our officers and directors serve without compensation.





**Item2.
      Description of Property**





Our
      office is located at No-D2003 Gahood Villas, Baizin Zhuang Hou Sha Yu, Shunyi
      District, Beijing, China, 101300 where we are provided approximately 300 square
      feet of office space, without charge and without any written lease
      agreement.





**Item3.
      Legal Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item4.
      Submission of Matters to a Vote of Security
      Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year ended March 31, 2007.


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          of Contents


**PART
      II**





**Item5.
      Market for Common Equity and Related Stockholder
      Matters**





**Market
      Information**





Our
      common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
      sponsored by the NASD. The OTCBB is a network of security dealers who buy and
      sell stock. The dealers are connected by a computer network that provides
      information on current "bids" and "asks", as well as volume information. Our
      shares are quoted on the OTCBB under the symbol “DGTR.”





The
      following table sets forth the range of high and low bid quotations for our
      common stock for each of the periods indicated as reported by the OTCBB. These
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not necessarily represent actual transactions.





Fiscal
                Year Ending March 31, 2007Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2007
            
            0
            
            0December
                31, 2006
            
            0
            
            0September
                30, 2006
            
            0
            
            0June
                30, 2006
            
            0
            
            0


**Penny
      Stock**





The
      SEC
      has adopted rules that regulate broker-dealer practices in connection with
      transactions in penny stocks. Penny stocks are generally equity securities
      with
      a market price of less than $5.00, other than securities registered on certain
      national securities exchanges or quoted on the NASDAQ system, provided that
      current price and volume information with respect to transactions in such
      securities is provided by the exchange or system. The penny stock rules require
      a broker-dealer, prior to a transaction in a penny stock, to deliver a
      standardized risk disclosure document prepared by the SEC, that: (a) contains
      a
      description of the nature and level of risk in the market for penny stocks
      in
      both public offerings and secondary trading; (b) contains a description of
      the
      broker's or dealer's duties to the customer and of the rights and remedies
      available to the customer with respect to a violation of such duties or other
      requirements of the securities laws; (c) contains a brief, clear, narrative
      description of a dealer market, including bid and ask prices for penny stocks
      and the significance of the spread between the bid and ask price; (d) contains
      a
      toll-free telephone number for inquiries on disciplinary actions; (e) defines
      significant terms in the disclosure document or in the conduct of trading in
      penny stocks; and (f) contains such other information and is in such form,
      including language, type size and format, as the SEC shall require by rule
      or
      regulation.





The
      broker-dealer also must provide, prior to effecting any transaction in a penny
      stock, the customer with (a) bid and offer quotations for the penny stock;
      (b)
      the compensation of the broker-dealer and its salesperson in the transaction;
      (c) the number of shares to which such bid


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and
      ask
      prices apply, or other comparable information relating to the depth and
      liquidity of the market for such stock; and (d) a monthly account statement
      showing the market value of each penny stock held in the customer's
      account.





In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules, the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement as to transactions involving
      penny stocks, and a signed and dated copy of a written suitability
      statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      for
      our common stock. Therefore, stockholders may have difficulty selling our
      securities.





**Holders
      of Our Common Stock**





As
      of
      March 31, 2007, we had approximately thirty-nine (39) holders of record of
      our
      common stock and several other stockholders hold shares in street
      name.





**Dividends**





There
      are
      no restrictions in our articles of incorporation or bylaws that
      restrict us from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            We
                would not be able to pay our debts as they become due in the usual
                course
                of business; or





2.
            Our
                total assets would be less than the sum of our total liabilities,
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





**Recent
      Sales of Unregistered Securities**





On
      May
      20, 2006 and June 18, 2006, we sold an aggregate of 9,000,000 shares of our
      common stock at $0.01 per share for aggregate gross proceeds of $90,000. 300,000
      shares were sold to a director and officer, 6,000,000 shares were sold to a
      major shareholder, and 2,700,000 shares sold to various other shareholders.




All
      thirty-seven (39) shareholders, including the officer and director, are non-U.S.
      persons in an offshore transaction relying on the exemption from the
      registration requirements of the Securities Act of 1933 provided by Regulation
      S
      and/or Section 4(2) of the Securities Act.




Each
      purchaser represented to us that he was a non-US person as defined in Regulation
      S. We did not engage in a distribution of this offering in the United States.
      Each purchaser represented his intention to acquire the securities for
      investment only and not with a view toward distribution.


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We
      requested our stock transfer agent to affix appropriate legends to the stock
      certificate issued to each purchaser in accordance with Regulation S and the
      transfer agent affixed the appropriate legends. Each investor was given adequate
      access to sufficient information about us to make an informed investment
      decision. None of the securities were sold through an underwriter and
      accordingly, there were no underwriting discounts or commissions
      involved.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





We
      have
      no equity compensation plans.





**Item6.
      Plan of Operation**





**Forward-Looking
      Statements**




Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Our
      Plan of Operation**




Our
      primary objective in the next twelve months will be to establish a contractual
      relationship with a suitable test photography studio in which to receive orders
      and further test our photo editing capabilities and transmission channels.
      We
      hope that our future arrangement with the photography studio will provide us
      much needed revenues in addition to developing our services.




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If
      we
      become established in the marketplace in terms of service and quality and have
      captured regions in both Canada and the United States, and elsewhere, we plan
      to
      venture into Phase 2 of our strategic plan. During phase 2, we will complete
      three essential steps. First, our Company will initiate a strong move into
      North
      America and perhaps Europe to capture a larger market share. Second, we will
      expand into more advanced aspects of digital photograph editing, such as
      restoration. Third, we will setup a web portal for individual photographers
      to
      take advantage of our current photo retouching service.




We
      are a
      development stage corporation and have not generated any revenue to date from
      our activities. Despite our hope for revenues in the foreseeable future, we
      believe that revenues will be sparse and irregular and, if we receive any at
      all, will be far less than necessary to carry our our business forward without
      additional financing. Thus, in order to meet our needs in the next twelve
      months, we must raise capital from other sources to remain in business. At
      the
      present time, we have not made any arrangements to raise additional capital
      for
      our long term needs. If we need additional capital and cannot raise the
      necessary amount, we will either be required to suspend activities until we
      do
      raise the cash or cease activity entirely.





**Anticipated
      Expenses over the Next Twelve Months**





We
      anticipate that we will spend approximately $75,000 on our expenses in the
      next
      twelve months. Below is a table showing these expenses.




**Expense
                Item**
            **Estimated
                Annual Amount**Legal
            28,000Accounting
            15,000Travel
                Expenses
            10,000Web
                Design & Technical Consultant
            10,000Computer
                Hardware
            2,000Printing
                & Office Expenses
            2,000Filing
                Fees & Transfer Agent
            5,000Working
                Capital
            3,000TOTAL
            $75,000





**Employees**




We
      do not
      intend to hire any employees at this time, nor do we intend to do so in the
      next
      twelve months. Aside from the services provided by Mr. Jurgen Ballmaier, our
      officers and directors serve without compensation.




**Research
      and Development**




We
      do not
      currently have a formal research and development effort, but we plan to continue
      to develop new services.


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**Purchase
      and Sale of Significant Equipment**





We
      do not
      anticipate any purchase or sale of equipment over the next twelve
      months.





**Results
      of Operations for the Year Ended March 31, 2007**





We
      did
      not earn any revenue during the fiscal year ended March 31, 2007 and have not
      earned any revenue since our inception on April 17, 2006.





We
      incurred operating expenses in the amount of $80,735 for the period from
      inception (April 17, 2006) to March 31, 2007. For the period from inception
      to
      March 31, 2007, these expenses mainly consisted of professional fees in
      connection with our public filings in the amount of $47,719, and product
      development expenses in the amount of $28,600.





We
      incurred a net loss of $81,059 for the period from inception (April 17, 2006)
      to
      March 31, 2007. Our losses for this period are mainly attributable to operating
      expenses.




**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007, we had total current assets of $45,596 and total assets of
      $47,506. Our total current assets as of March 31, 2007 were cash in the mount
      of
      $29,860 and prepaid expenses in the amount of $15,736. Our total current
      liabilities as of March 31, 2007 were $3,065 represented by accrued expenses.
      As
      a result, on March 31, 2007, we had working capital of $42,531.




Operating
      activities used ($92,937) in cash for the period from inception (April 17,
      2006)
      to March 31, 2007. Our net loss of ($81,059) and prepaid expenses of ($15,736)
      were the primary components of our negative operating cash flow. Investing
      activities for the period from inception (April 17, 2006) to March 31, 2007
      used
      ($4,391) for the purchase of equipment offset by proceeds received on the sale
      of equipment of $1,688 for a total of ($2,703). Net cash flows provided by
      financing activities for the period from inception (April 17, 2006) to March
      31,
      2007 was $125,500 represented as proceeds from the sale of our stock and
      shareholder loans.





We
      are a
      development stage corporation and have not generated any revenue to date from
      our activities. Despite our hope for revenues in the foreseeable future, we
      believe that revenues will be sparse and irregular and, if we receive any at
      all, will be far less than necessary to carry our business forward without
      additional financing. We have cash in the amount of $29,860 as of March 31,
      2007, which is not enough to meet our projected expenditures in the next twelve
      months. Thus, in order to meet our capital needs, we must raise funds from
      other
      sources to remain in business. At the present time, we have not made any
      arrangements to raise additional capital for our needs. If we need additional
      capital and cannot raise the necessary amount, we will either be required to
      suspend activities until we do raise the cash or cease activity
      entirely.




12
 Table
          of Contents


**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2007, there were no off balance sheet arrangements.





**Going
      Concern**




We
      have
      limited working capital and have not yet received revenues from sales of
      products or services. These factors create substantial doubt about our ability
      to continue as a going concern. The financial statements provided in this report
      do not include any adjustment that might be necessary if we are unable to
      continue as a going concern.




Our
      ability to continue as a going concern is dependent our generating cash from
      the
      sale of our common stock and/or obtaining debt financing and attaining future
      profitable operations. Management’s plans include selling our equity securities
      and obtaining debt financing to fund our capital requirement and ongoing
      operations; however, there can be no assurance we will be successful in these
      efforts.


13
 Table
          of Contents


**Item7.
      Financial Statements**





Index
      to
      Financial Statements:




**Audited
                Financial Statements:**F-1
            Report
                of Independent Registered Public Accounting
                FirmF-2
            Balance
                Sheet as of March 31, 2007F-3
            Statements
                of Operations -Period from inception (April 17,
                2006) to March 31, 2007F-4
            Statement
                of Stockholders’ Equity (Deficit) and Comprehensive
                Loss from inception (April 17, 2006) to March 31,
                2007F-5
            Statements
                of Cash Flows for the period from inception (April
                17, 2006) to March 31, 2007F-6
            Notes
                to Financial
                Statements





14
 Table
            of Contents


**RONALDN.
        SILBERSTEIN, C.P.A., P.L.L.C.**
 30201
        O RCHARD  L AKE  R OAD , S UITE 150
 F ARMINGTON  H ILLS , M ICHIGAN  48334
 T EL: (248)
        330-6226 ● F AX: (248)
        479-0578
 www.ronscpa.com
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 Board
        of
        Directors
 DGT
        Corp.
 Coquitlam,
        British Columbia, Canada
 
 We
        have
        audited the accompanying balance sheet of DGT Corp. (a development stage
        company) as of March 31, 2007 and the related statements of operations, changes
        in stockholders’ equity and cash flows for the period from inception (April 17,
        2006) to March 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 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 *.* The
        Company has determined that it is not required to have, nor were we engaged
        to
        perform, an audit of its internal control over financial reporting. Our
        audit included consideration of internal control over financial reporting
        as a
        basis for designing audit procedures that are appropriate in the circumstances,
        but not for the purpose of expressing an opinion on the effectiveness of
        the
        Company’s internal control over financial reporting. Accordingly, we express no
        such opinion. An audit 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 DGT Corp. as of March 31, 2007,
        and
        the results of their operations and their cash flows for the period from
        inception (April 17, 2006) to March 31, 2007 in conformity with U.S. generally
        accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 6 to the financial
        statements, the Company has limited working capital, has not yet received
        revenue from sales of products or services, and has incurred losses from
        operations. These factors raise substantial doubt about the Company’s ability to
        continue as a going concern. Management’s plans with regard to these matters are
        described in Note 6. The accompanying financial statements do not include
        any
        adjustments that might result from the outcome of this uncertainty.
 
 /s/
        Ronald N. Silberstein, C.P.A., P.L.L.C.
 
 Ronald
        N.
        Silberstein, CPA, PLLC
 Farmington
        Hills, Michigan
 June
        15,
        2007
  F-1
 Table
            of Contents
 **DGTCORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **BALANCE
          SHEET**
 **As
          of March 31, 2007**
 
 ASSETSCurrent
                    assetsCash
                $
                29,860Prepaid
                    expenses
                
                15,736Total
                    current assets
                
                45,596Property
                    and equipment - Note 2
                
                1,910TOTAL
                    ASSETS
                $
                47,506LIABILITIES
                    AND STOCKHOLDERS’ EQUITYCurrent
                    liabilitiesAccrued
                    expenses
                $
                3,065Long-term
                    debtShareholders’
                    loans - Note 4
                
                35,500TOTAL
                    LIABILITIES
                
                38,565STOCKHOLDERS’
                    EQUITY:Common
                    stock, $.001 par value, 100,000,000 shares authorized, 9,000,000
                    shares
                    issued and outstanding
                
                9,000Additional
                    paid in capital
                
                81,000Deficit
                    accumulated during the development stage
                
                (81,059)Total
                    stockholders’ equity
                
                8,941TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY
                $
                47,506
 
 *See
          accompanying notes to financial statements.*
 F-2
 Table
              of Contents
 **DGTCORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
          OF OPERATIONS**
 **Period
          from April 17, 2006 (Inception) to March 31, 2007**
 
 **Period
                    from**
                  **April
                    17, 2006**
                  **(Inception)
                    to**
                  **March
                    31,**
                  **2007**Revenues
                $
                0-General
                    and administrative expenses:Professional
                    fees
                
                47,719Depreciation
                
                469Bank
                    charges and interest
                
                546Foreign
                    exchange loss
                
                964Filing
                    and registration
                
                1,810Product
                    development
                
                28,600Office
                    and miscellaneous
                
                627Total
                    general and administrative
                
                80,735Net
                    loss before other expense
                
                (80,735)Other
                    Income (Expense)Loss
                    on sale of equipment
                
                324Net
                    loss
                $
                (81,059)Net
                    loss per share:Basic
                    and diluted
                $
                0.00Weighted
                    average shares outstanding:Basic
                    and diluted
                
                9,000,000
 
 *See
          accompanying notes to financial statements.*
 F-3
 Table
              of Contents
 **DGTCORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
          OF STOCKHOLDERS’ EQUITY**
 **Period
          from April 17, 2006 (Inception) to March 31, 2007**
 
 Common
                    stock
                
                
                Additional
                    paid-in
                
                
                Deficit
                  accumulated
                  during
                    the
                  developmentShares
                
                
                Amount
                
                
                capital
                
                
                stage
                
                
                TotalIssuance
                    of common stockfor
                    cash @$.001
                
                9,000,000
                
                $
                9,000
                
                $
                81,000
                
                $
                -
                
                $
                90,000Net
                    loss for the period
                
                -
                
                
                -
                
                
                -
                
                
                (81,059)
                
                
                (81,059)Balance,
                    March 31, 2007
                
                9,000,000
                
                $
                9,000
                
                $
                81,000
                
                $
                (81,059)
                
                $
                8,941
 
 *See
          accompanying notes to financial statements.*
 F-4
 Table
              of Contents
 **DGTCORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
          OF CASH FLOWS**
 **Period
          from April 17, 2006 (Inception) to March 31, 2007**
 
 CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                $
                (81,059)Adjustments
                    to reconcile net loss toCash
                    used by operating activities:Depreciation
                
                469Loss
                    on sale of property and equipment
                
                324Change
                    in non-cash working capital itemsPrepaid
                    expenses
                
                (15,736)Accrued
                    expenses
                
                3,065CASH
                    FLOWS USED IN OPERATING ACTIVITIES
                
                (92,937)CASH
                    FLOWS USED IN INVESTING ACTIVITIESProceeds
                    on disposal of property and equipment
                
                1,688Purchase
                    of property and equipment
                
                (4,391)CASH
                    FLOWS USED IN INVESTING ACTIVITIES
                
                (2,703)CASH
                    FLOWS FROM FINANCING ACTIVITIESLoans
                    from shareholders
                
                37,000Repayments
                    of loans from shareholders
                
                (1,500)Proceeds
                    from sales of common stock
                
                90,000CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES
                
                125,500NET
                    INCREASE IN CASH
                
                29,860Cash,
                    beginning of period
                
                -0-Cash,
                    end of period
                $
                29,860SUPPLEMENTAL
                    CASH FLOWINFORMATIONInterest
                    paid
                $
                -Income
                    taxes paid
                $
                -
 
 *See
          accompanying notes to financial statements.*
 F-5
 Table
              of Contents
 **DGTCORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **March
          31, 2007**
 
 NOTE
          1 -
          SUMMARY OF ACCOUNTING POLICIES
 
 Nature
          of
          Business
 
 DGT
          Corp.
          (“DGT”) was incorporated in Nevada on April17, 2006. DGT is a development stage
          company located in Vancouver, Canada which operates as a provider of
          professional digital photo-editing services for photography studios and
          digital
          photo processors.
 
 Property
          and Equipment
 
 The
          Company’s capital asset has been capitalized and is being depreciated over its
          estimated useful life on a straight line basis over a three year period.
 
 Cash
          and
          Cash Equivalents
 
 For
          the
          purposes of presenting cash flows, DGT considers all highly liquid investments
          with original maturities of three months or less to be cash
          equivalents.
 
 Fair
          Value of Financial Instruments
 
 The
          Company’s financial instruments consist of cash and cash equivalents. The
          carrying amount of these financial instruments approximates fair value
          due
          either to length of maturity or interest rates that approximate prevailing
          market rates unless otherwise disclosed in these financial
          statements.
 
 Income
          Taxes
 
 Income
          taxes are computed using the asset and liability method. Under the asset
          and
          liability method, deferred income tax assets and liabilities are determined
          based on the differences between the financial reporting and tax bases
          of assets
          and liabilities and are measured using the currently enacted tax rates
          and laws.
          A valuation allowance is provided for the amount of deferred tax assets
          that,
          based on available evidence, are not expected to be realized.
 
 Use
          of
          Estimates
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date the financial statements
          and the
          reported amount of revenues and expenses during the reporting period. Actual
          results could differ from those estimates.
  F-6
 Table
              of Contents
 **DGT
          CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **March
          31, 2007**
 
 Basic
          loss per share
 
 Basic
          loss per share has been calculated based on the weighted average number
          of
          shares of common stock outstanding during the period.
 
 Recent
          Accounting Pronouncements
 
 DGT
          does
          not expect the adoption of recently issued accounting pronouncements to
          have a
          significant impact on the Company’s results of operations, financial position or
          cash flow.
 
 Financial
          and Income Tax Reporting Periods
 
 The
          Company has chosen March 31 as its year-end for financial reporting and
          for
          income tax reporting.
 
 NOTE
          2 -
          PROPERTY AND EQUIPMENT
 
 Property
          and equipment consisted of the following at March 31, 2007:
 Computer
                    equipment
                  $
                  $2,291Less:
                    Accumulated depreciation
                  
                  (381)$
                  1,910
  The
          capital asset is being depreciated on a straight-line basis over its estimated
          useful life of three years. In August 2006, certain computer equipment
          was
          disposed of for proceeds of $1,688.
 
 NOTE
          3 -
          INCOME TAXES
 
 For
          the
          period ended March 31, 2007, DGT has incurred net losses and, therefore,
          has no
          tax liability. The net deferred tax asset generated by the loss carry-forward
          has been fully reserved. The cumulative net operating loss carry-forward
          is
          approximately $81,000 at March 31, 2007, and will expire in the year
          2027.
 
 The
          cumulative tax effect at the expected rate of 34% of significant items
          comprising our net deferred tax amount is as follows:
 
 2007Deferred
                    tax asset attributable to:Net
                    operating loss carryover
                $
                27,500Valuation
                    allowance
                
                (27,500)Net
                    deferred tax asset
                $
                -
  F-7
 Table
              of Contents
 **DGT
          CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 **March
          31, 2007**
 
 NOTE
          4 -
          SHAREHOLDERS’ LOANS
 
 On
          November 22, 2006, the Company received loans from two shareholders in
          the
          principal amounts of $17,000 and $20,000. The Company subsequently repaid
          $1,500
          f the money owed to one of the shareholders. Both loans are non-interest
          bearing
          and are due twelve months after receiving written demand from the lender.
          The
          monies received are being used for working capital.
 
 NOTE
          5 -
          COMMON STOCK
 
 At
          inception, DGT issued 9,000,000 shares of stock for $90,000 cash.
 
 NOTE
          6 -
          COMMITMENTS
 
 The
          company entered into an outsourcing agreement with Dolphin Industries Limited.
          Under the terms of the agreement, DGT agrees to pay Dolphin Industries Limited
          the sum of $ 10,000 for carrying out the beta testing of the quality of
          their
          photo-editing services and testing of the internet bandwidth for file
          transmission. Upon successful completion of the beta testing stage, DGT
          guarantees Dolphin Industries Limited for a period of 90 days, the greater
          of
          $5,000 per month or a minimum of 3,300 images to be edited for each 30
          day
          period at $1.50 per image.
 
 NOTE
          7 -
          LIQUIDITY AND GOING CONCERN
  The
          Company has limited working capital and has not yet received revenues from
          sales
          of products or services. These factors create substantial doubt about the
          Company’s ability to continue as a going concern. The financial statements do
          not include any adjustment that might be necessary if the Company is unable
          to
          continue as a going concern.
  The
          ability of the Company to continue as a going concern is dependent on the
          Company generating cash from the sale of its common stock and/or obtaining
          debt
          financing and attaining future profitable operations. Management’s plans include
          selling its equity securities and obtaining debt financing to fund its
          capital
          requirement and ongoing operations; however, there can be no assurance
          the
          Company will be successful in these efforts.
  F-8
 Table
              of Contents


**Item8.
      Changes In and Disagreements with Accountants on Accounting
      and Financial** **Disclosure**





No
      events
      occurred requiring disclosure under Item 304(b) of Regulation S-B.





**Item8A.
      Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2007. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. Jurgen Ballmaier, and our Chief Financial Officer, Mr. Dr. Wolfgang Wagner.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of March 31, 2007, our disclosure controls and
      procedures are effective. There have been no significant changes in our internal
      controls over financial reporting during the quarter ended March 31, 2007 that
      have materially affected or are reasonably likely to materially affect such
      controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within our company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


15
 Table
          of Contents





**Item8B.
      Other information**





None.





**PART
      III**





**Item9.
      Directors, Executive Officers, Promoters and Control Persons;
      Compliance with** **Section
      16(a) of the Exchange Act**





The
      following information sets forth the names of our current directors and
      executive officers, their ages and their present positions.





**Name**
            **Age**
            **Position
                Held with the Company**
            **Date
                First Elected or Appointed**Jurgen
                Ballmaier
              No-D2003
                Gahood Villas, Baizin Zhuang
              Hou
                Sha Yu, Shunyi District, Beijing,
              China,
                101300
            53
            President,
                Chief Executive Officer, Secretary, Director
            June
                8, 2006Dr.
                Wolfgang Wagner
              706
                Embassy House, 18
              Dongzhimenwaixiaojie,
                Beijing,
              China,
                100027
            56
            Treasurer,
                Chief Financial Officer, Principal Accounting Officer,
                Director
            June
                8, 2006





Set
      forth
      below is a brief description of the background and business experience of each
      of our current executive officers and directors.





Jurgen
      Ballmaier, President, Chief Executive Officer, Secretary, and
      Director





Mr.
      Jurgen Ballmaier was appointed as our Director, President, Chief Executive
      Officer, and Secretary on June 8, 2006. Mr. Ballmaier brings twenty-plus years
      of experience at the executive level to our Company. In 2002, Mr. Ballmaier
      held
      the position of Managing Director with Peter J’ger GmbH and was the Managing
      Director of Harper and Harper GmbH in 2000.





Dr.
      Wolfgang Wagner, Treasurer, Chief Financial Officer, Director





Dr.
      Wolfgang Wagner was appointed as a Director and Treasurer on June 8, 2006.
      Dr.
      Wagner serves as the general manager of VDA in China since 2005. From 2000
      to
      2005, Dr. Wagner was engaged by Volkswagen AG in Beijing and Germany in various
      management and consulting positions. In addition to his experience with
      Volkswagen, Dr. Wagner’s professional background includes an
      addition al
      eight
      years in the automotive industry. Dr. Wagner earned a Master’s degree in
      Chemistry from TU Műnchen, a Ph.D in Science from TU Műnchen, and completed his
      Post-Doctoral Fellowship at Stanford University in Polymer Physics.




16
 Table
          of Contents


**Term
      of Office**





Our
      directors are appointed for a one-year term to hold office until the next annual
      meeting of our shareholders or until removed from office in accordance with
      our
      bylaws.





Our
      executive officers are appointed by our board of directors and hold office
      until
      removed by the board.





**Significant
      Employees**





We
      have
      no significant employees other than our officers and directors.





**Family
      Relationships**





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present director, person nominated to become
      director, executive officer, or control person: (1) any bankruptcy petition
      filed by or against any business of which such person was a general partner
      or
      executive officer either at the time of the bankruptcy or within two years
      prior
      to that time; (2) any conviction in a criminal proceeding or being subject
      to a
      pending criminal proceeding (excluding traffic violations and other minor
      offenses); (3) being subject to any order, judgment or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining, barring, suspending or otherwise limiting
      his or her involvement in any type of business, securities or banking
      activities; and (4) being found by a court of competent jurisdiction (in a
      civil
      action), the SEC or the Commodities Futures Trading Commission to have violated
      a federal or state securities or commodities law, and the judgment has not
      been
      reversed, suspended or vacated.





**Audit
      Committee**





We
      do not
      have a separately-designated standing audit committee. The entire board of
      directors performs the functions of an audit committee, but no written charter
      governs the actions of the board of directors when performing the functions
      of
      that would generally be performed by an audit committee. The board of directors
      approves the selection of our independent accountants and meets and interacts
      with the independent accountants to discuss issues related to financial
      reporting. In addition, the board of directors reviews the scope and results
      of
      the audit with the independent accountants, reviews with management and the
      independent accountants our annual operating results, considers the adequacy of
      our internal accounting procedures and considers other auditing and accounting
      matters including fees to be paid to the independent auditor and the performance
      of the independent auditor.


17
 Table
          of Contents




We
      do not
      have an audit committee financial expert because of the
      size
      of our company and our board of directors at this time. We believe that we
      do
      not require an audit committee financial expert at this time because we retain
      outside consultants who possess these attributes.





For
      the
      fiscal year ending March 31, 2007, the board of directors:





1.
            Reviewed
                and discussed the audited financial statements with management,
                and





2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.





Based
      upon the board of directors’ review and discussion of the matters above, the
      board of directors authorized inclusion of the audited financial statements
      for
      the year ended March 31, 2007 to be included in this Annual Report on Form
      10-KSB and filed with the Securities and Exchange Commission.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Our
      officers, directors and shareholders owning greater than ten percent of our
      shares are not required to comply with Section 16(a) of the Securities Exchange
      Act of 1934 because we do not have a class of securities registered under
      Section 12 of the Securities Exchange Act of 1934.





**Code
      of Ethics Disclosure**





As
      of
      March 31, 2007, we have not adopted a Code of Ethics for Financial Executives,
      which include our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions.


18
 Table
            of Contents




**Item10.
      Executive Compensation**





**Summary
      Compensation Table**




The
      table
      below summarizes all compensation awarded to, earned by, or paid to our former
      or current executive officers for the fiscal year ended March 31,
      2007.





SUMMARY
                COMPENSATION TABLENameand
              principalposition
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
                Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
                ($)
            All
                Other
              Compensation
              ($)
            Total
              ($)Mr.
                Jurgen Ballmaier(1)
              President,
                Chief Executive Officer, and Secretary
            2007
              2006
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -Dr.
                Wolfgang Wagner(2)
              Treasurer,
                Chief Financial Officer, and Principal Accounting Officer
            2007
              2006
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -
            0
              -





(1)
            Mr.
                Ballmaier was appointed to serve as our President, Chief Executive
                Officer, and Secretary on June 8, 2006. The information provided
                in the
                summary compensation table includes all compensation paid to Mr.
                Ballmaier
                for the full fiscal year ended March 31, 2007.




(2)
            Dr.
                Wagner was appointed to serve as our Treasurer, Chief Financial Officer,
                and Principal Accounting Officer on June 8, 2006. The information
                provided
                in the summary compensation table includes all compensation paid
                to Dr.
                Wagner for the full fiscal year ended March 31, 2007.




**Narrative
      Disclosure to the Summary Compensation Table**




We
      did
      not compensate our executive officers for services rendered during the fiscal
      year ended March 31, 2007.


19
 Table
            of Contents




**Outstanding
      Equity Awards at Fiscal Year-End**





The
      table
      below summarizes all unexercised options, stock that has not vested, and equity
      incentive plan awards for each named executive officer as of March 31,
      2007.





**OUTSTANDING
                EQUITY AWARDS AT FISCAL YEAR-END**OPTION
                AWARDS
            STOCK
                AWARDSName
            Number
                of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
                of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
                of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
                Units
              of
              Stock
                That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
                or
              Other
              Rights
              That
                Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
                or
              Payout
              Value
                of
              Unearned
              Shares,
              Units
                or
              Other
              Rights
              That
              Have
                Not
              Vested
              (#)Jurgen
                Ballmaier
            -
            -
            -
            -
            -
            -
            -
            -
            -Dr.
                Wolfgang Wagner
            -
            -
            -
            -
            -
            -
            -
            -
            -





**Compensation
      of Directors**





The
      table
      below summarizes all compensation of our directors as of March 31,
      2007.





**DIRECTOR
                COMPENSATION**Name
            Fees
                Earned or
              Paid
                in
              Cash
              ($)
            Stock
                Awards
              ($)
            Option
                Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Jurgen
                Ballmaier
            -
            -
            -
            -
            -
            -
            -Dr.
                Wolfgang Wagner
            -
            -
            -
            -
            -
            -
            -





**Narrative
      Disclosure to the Director Compensation Table**





We
      do not
      pay any cash compensation to our directors.


20
 Table
          of Contents


**Item11.
      Security Ownership of Certain Beneficial Owners and
      Management and Related** **Stockholder
      Matters**





The
      following table sets forth, as of March 31, 2007, the beneficial ownership
      of
      our common stock by each executive officer and director, by each person known
      by
      us to beneficially own more than 5% of the our common stock and by the executive
      officers and directors as a group. Except as otherwise indicated, all shares
      are
      owned directly and the percentage shown is based on 9,000,000 shares of common
      stock issued and outstanding on March 31, 2007.





**Name
                and Address of Beneficial Owners of Common Stock****1**
            **Title
                of Class**
            **Amount
                and Nature of**
              **Beneficial
                Ownership**
            **%
                of Common Stock****2**Jurgen
                Ballmaier
              Director,
                President, Secretary and Chief Executive Officer
              No-D2003
                Gahood Villas, Baizin Zhuang Hou Sha Yu,
              Shunyi
                District, Beijing, China, 101300
            Common
                Stock
            300,000
            3.33%Dr.
                Wolfgang Wagner
              Director,
                CFO, Treasurer, Principal Accounting Officer
              706
                Embassy House, 18 Dongzhimenwaixiaojie, Beijing, China,
                100027
            Common
                Stock
            NONE
            NONE**DIRECTORS
                AND OFFICERS - TOTAL**
            
            **300,000**
            **3.33%****5%
                SHAREHOLDERS**Madam
                Kam Chung Hui
              Suite
                211, 2/F Tak Shing House Tak Tin Estate, Lam Tin,
              Kowloon,
                Hong Kong
            Common
                Stock
            6,000,000
            66.67%




(1)
            As
                used in this table, "beneficial ownership" means the sole or shared
                power
                to vote, or to direct the voting of, a security, or the sole or shared
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of, a security). In addition, for
                purposes of this table, a person is deemed, as of any date, to have
                "beneficial ownership" of any security that such person has the right
                to
                acquire within 60 days after such
                date.





**Change
      in Control**





Under
      a
      Share Transfer Agreement dated February 22, 2007 (the “Share Transfer
      Agreement”), Madam Kam Chung Hui acquired a total of 6,000,000 shares of our
      common stock, representing approximately 66.67% of the current issued and
      outstanding shares of common stock from the Company’s former affiliate
      shareholder, Mr. Romel Alibudbud. Madam Kam Chung Hui paid an aggregate
      consideration of $60,000 (or $0.01 per share) for the shares from her personal
      funds. As a result of this transaction, Madam Kam Chung Hui has assumed control
      of the Company.


21
 Table
          of Contents


**Item12.
      Certain Relationships and Related
      Transactions**





None
      of
      our directors or executive officers, nor any proposed nominee for election
      as a
      director, nor any person who beneficially owns, directly or indirectly, shares
      carrying more than 5% of the voting rights attached to all of our outstanding
      shares, nor any members of the immediate family (including spouse, parents,
      children, siblings, and in-laws) of any of the foregoing persons has any
      material interest, direct or indirect, in any transaction over the last two
      years or in any presently proposed transaction which, in either case, has or
      will materially affect us.





**Item13.
      Exhibits**





Exhibit
                Number
            Description3.1
            Articles
                of Incorporation, as amended(1)3.2
            By-laws,
                as amended(1)31.1
            Certification
                of Chief Executive Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
            Incorporated
                by reference to the Registration Statement on Form SB-2 filed with
                the
                Securities and Exchange Commission on September 19, 2006.




22
 Table
          of Contents


**Item14.
      Principal Accountant Fees and Services**





**Audit
      Fees**




The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal years ended March 31, 2007 and March 31, 2006 were
      approximately $4,500 and $2,500, respectively.




**Audit-Related
      Fees**




Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.




**Tax
      Fees**




The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended March 31, 2007 and 2006.




**All
      Other Fees**




The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended March 31, 2007 and 2006 were $0 and $0 respectively.




Table
          of Contents


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**Company
      Name**





By:
              /s/ Jurgen BallmaierJurgen Ballmaier, President, Secretary,
                Chief
                Executive Officer and Director (Principal Executive Officer)Dated: June 15,
                2007




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





By:
            /s/ Jurgen BallmaierJurgen Ballmaier, President, Secretary,
              Chief
              Executive Officer and Director (Principal Executive Officer)Dated: June 15,
              2007




By:
            /s/ Wolfgang WagnerDr. Wolfgang Wagner, Chief Financial
              Officer,
              Principal Accounting Officer, Treasurer and DirectorDated: June 15,
              2007