**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K**




**x** **ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the Fiscal Year Ended December 31, 2007**





**OR**





 ̈ **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the transition period ____________ to ____________**





**Commission
      File Number 0-52870**




**CAVICO
      CORP.**


*(Name
      of Issuer in its charter)*




**Delaware**
            
            **20-4863704**(*State
                of other jurisdiction*
              *of
                incorporation or organization)*
            
            *(I.R.S.
                Employer*
              *Identification
                No.)***17011
                Beach Blvd., Suite 1230,**
              **Huntington
                Beach, California**
            
            **92647***(Address
                of principal executive offices)*
            
            *(Zip
                Code)*




*Issuer's
      telephone number:*  **714-843-5456**


Copies
      to:


Gregory
      Sichenzia, Esq.


Louis
      A.
      Brilleman, Esq.


Sichenzia
      Ross Friedman Ference LLP


61
      Broadway


New
      York,
      New York 10006


Tel:
      (212) 930-9700


Fax:
      (212) 930-9725




**Securities
      Registered Under Section 12(b) of the Exchange Act:**




**Title
                of Each Class**
            **Name
                    of each exchange**
                  ******on
                    which registered****Common
                Stock, par value $.001**
            **Over-the-Counter
                Bulletin Board**





Securities
      to be registered under Section 12(g) of the Act:




**Securities
      registered pursuant to Section 12(b) of the Act: None**




**Securities
      Registered Under Section 12(g) of the Exchange Act: None**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes  ̈ No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange
      Act.    Yes  ̈ No x





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 if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not 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-K or any amendment to
      this
      Form 10-K. x





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      definition of “accelerated filer, large accelerated filer, non-accelerated filer
      and smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer  ̈ Smaller
      reporting
      company x




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





As
      of
      March 24, 2008, the aggregate market value of the registrant’s common stock held
      by non-affiliates of the registrant was: there is currently no trading market
      for registrant’s securities




The
      number of shares outstanding of the registrant’s Common Stock, $0.001 par
      value, was 131,147,493
      as of March 24, 2008.









**TABLE
      OF CONTENTS**




**Pages****PART
                I****Item
                1. Business**
            
            
            3**Item
                1A. Risk Factors**
            
            
            10**Item
                1B. Unresolved Staff Comments**
            
            
            16**Item
                2. Properties**
            
            
            16**Item
                3. Legal Proceedings**
            
            
            17**Item
                4.****Submission
                Of Matters To A Vote Of Security Holders**
            
            
            17**PART
                II****Item
                5. Market for Registrant's Common Equity, Related Stockholder Matters
                and
                Issuer Purchases of Equity Securities**
            
            
            18**Item
                6. Selected Financial Data**
            
            
            19**Item
                7. Management's Discussion and Analysis of****Financial
                Condition and Results Of Operations**
            
            
            19**Item
                7A.****Quantitative
                and Qualitative Disclosures about Market Risk**
            
            
            25**Item
                8. Financial Statements and****Supplementary
                Data**
            
            
            F1
                - F19**Item
                9. Changes in and Disagreement with Accountants o****n
                Accounting and Financial Disclosures****.**
            
            
            26**Item
                9A. Controls and Procedures**
            
            
            26**Item
                9B. Other Information****PART
                III****Item
                10.****Directors,
                Executive Officers, and Corporate Governance**
            
            
            27**Item
                11. Executive Compensation**
            
            
            29**Item
                12.****Security
                Ownership of Certain Beneficial Owners and
                Management**
            
            
            30**Item
                13. Certain Relationships and Related
                Transactions.**
            
            
            31**Item
                14. Principal Accountant Fees and Services**
            
            
            31**PART
                IV****Item
                15. Exhibits a****nd
                Financial Statement Schedules**
            
            
            32**Signatures**
            
            
            33




2




**PART
      I**




**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Form
      10-K contains forward-looking statements and information relating to Cavico
      Corp. (“Cavico” or “the Company”). Cavico Corp. intends to identify
      forward-looking statements in this prospectus by using words such as "believes,"
      "intends," "expects," "may," "will," "should," "plan," "projected,"
      "contemplates," "anticipates," "estimates," "predicts," "potential," "continue,"
      or similar terminology. These statements are based on the Company’s beliefs as
      well as assumptions the Company made using information currently available
      to
      us. The Company undertakes no obligation to publicly update or revise any
      forward-looking statements, whether as a result of new information, future
      events, or otherwise. Because these statements reflect the Company’s current
      views concerning future events, these statements involve risks, uncertainties,
      and assumptions. Actual future results may differ significantly from the results
      discussed in the forward-looking statements.





**ITEM
      1.**  **BUSINESS**




**History**




Cavico
      Corp. was incorporated in Delaware on September 13, 2004 under the name
      Laminaire Corp. On November 10, 2004, the name of the Company was changed to
      Agent 155 Media Group, Inc. On May 5, 2006, the Company’s name was changed to
      Cavico Corp.




During
      2006 and 2007, we acquired Cavico Vietnam Company Limited, a corporation
      organized under the laws of Vietnam (“Cavico Vietnam”) as our wholly owned
      subsidiary. As a result of legal restrictions on the foreign ownership of
      Vietnamese entities imposed by the Vietnamese government, the acquisition of
      Cavico Vietnam occurred in multiple steps, as follows:





·
            On
                April 18, 2006, we entered into an asset purchase agreement with
                Cavico
                Vietnam. Under the terms of the agreement, Cavico purchased all of
                the
                assets of Cavico Vietnam in consideration for the issuance to Cavico
                Vietnam of 79,000,000 shares of our common stock. Cavico Vietnam
                subsequently transferred 60,062,200 of these shares to the former
                shareholders of Cavico Vietnam in return for their shares of Cavico
                Vietnam stock. An additional 18,937,800 shares were deposited into a
                Cavico Vietnam bonus plan for that entity’s management, of
                which 4,937,800 shares were distributed to management in
                2006.·
            Following
                our purchase of the Cavico Vietnam assets, and pending the grant
                of the
                requisite approval of the acquisition of Cavico Vietnam by a Vietnamese
                government agency as required under Vietnamese law, Cavico Vietnam
                continued to use the assets subject to our control. Government approval
                of
                the acquisition of Cavico Vietnam was granted in January 2007. Following
                the grant of this approval and our subsequent acquisition of Cavico
                Vietnam to become our wholly-owned subsidiary, all assets previously
                purchased from Cavico Vietnam by the Company in April 2006 were
                transferred back to Cavico Vietnam. Also, at that time, Cavico Vietnam
                changed its name to Cavico Vietnam Company
                Limited.




We
      operate nationwide in Vietnam through our direct and indirect subsidiaries,
      serving almost exclusively public sector clients. We primarily concentrate
      on
      large infrastructure projects, including the construction of tunnels, roads,
      highways, bridges, mines and dams. In addition, we are currently making
      investments in hydropower and cement production plants and urban developments
      in
      Vietnam.





Our
      website may be found at www.cavicocorp.com.




**Business
      Strategy**





Our
      fundamental objective is to increase long-term shareholder value by focusing
      on
      consistent profitability from controlled revenue growth. Shareholder value
      is
      measured by the appreciation of the value of our common stock over a period
      of
      years and, eventually, a return from dividends. We consider the following to
      be
      key factors in our ability to achieve this objective:





*Position
      Our Business for Future Infrastructure Spending -* As a
      result of strong economic expansion, there is a growing awareness of the need
      to
      build, reconstruct and repair Vietnam’s infrastructure, especially its network
      of roads to enable transportation as well as in the area of power supply.
      Significant funds have been authorized for investments in these areas. We will
      continue to build on our expertise in the civil construction market for
      transportation and water infrastructure, to develop new capabilities to service
      these markets and to maintain our human and capital resources to effectively
      meet required demand.





*Employee
      Development* - We
      believe that our employees are key to the successful implementation of our
      business strategies. Significant resources are employed to attract, nurture
      and
      retain extraordinary talent and fully develop each employee’s
      capabilities.




3




*Infrastructure
      Construction Focus* - We
      concentrate our core competencies on this segment of the construction industry,
      which includes the building of tunnels, roads, highways, bridges and
      dams.





*Continue
      Adding Construction Capabilities -.* By
      adding capabilities that are complementary to our core construction
      competencies, we are able to improve gross margin opportunities, more
      effectively compete for contracts and compete for contracts that might not
      otherwise be available to us. We continue to investigate opportunities to
      integrate additional services and products into our business.




**Operations**




*Tunnel
      Construction.* We apply
      what we believe to be the latest tunnel engineering methods such as NATM [New
      Austria Tunnel Method], and TBM [Tunnel Boring Machine] for the construction
      of
      highways, hydropower plants and civil infrastructure. Cavico Vietnam has an
      extensive network of tunnels that are used for government hydropower plants
      like
      Dai Ninh, Buon Kuop, Ban Ve, Bac Binh, Dong Nai 4, Dong Nai 3, Nam Chien and
      Bao
      Loc. We believe that Cavico Vietnam is the first company to use TBM tunnel
      technology in Vietnam, in the Dai Ninh Hydropower plant
      construction.




Within
      the civil construction field, tunnel construction is one of the most complicated
      areas. It requires special technique to apply comprehensive methodology from
      the
      design stage to the time of delivery of the finished product. It involves
      experienced managers, engineers and other manpower together with synchronized
      equipment to carry out complicated subterranean construction projects (under
      mountain, river, even under the sea). There are few companies that have the
      requisite expertise to execute a tunnel construction project from beginning
      to
      end. As a result of “state of art” methods such as NATM, TBM, we believe that we
      have that expertise.




Tunnels
      are widely used in the construction of Hydro Power Plant (HPP) to collect and
      divert water resources to run turbines. They are also used in the construction
      of highways that cross through the mountain or under water. In addition, tunnels
      are used for underground mining, underground water supply, irrigation,
      agriculture and environmental purposes.




Most
      of
      our tunnel projects have been built in connection with the construction of
      hydro
      power plants. We anticipate seeing the strongest growth in that area since
      the
      Vietnamese government has committed to increase power supply to meet the demand
      for electricity to sustain the economic expansion that is currently underway
      in
      Vietnam. According to a directive by the Vietnamese Prime Minister issued on
      July 18, 2007, the government plans to implement a power development plan that
      at the most basic level anticipates annual growth of 17% until 2015 and the
      construction of 75 hydro power plants, some of which of which are scheduled
      to
      have a greater than 100 MW capacity .




Specifically,
      we expect to see strong growth in tunnel construction for roads, highways
      and subways, especially in the large metropolitan areas of Hanoi,
      Hochiminh, Haiphong and Danang.




*Dam
      Construction* - Cavico
      Vietnam’s experience in dam construction for hydropower plants is diverse,
      ranging from dams with earth and stones, to concrete dams with curvilinear
      surfaces. Cavico Vietnam has current dam construction projects for hydropower
      plants in Buon TuaSha, Ba Ha, Tuyen quang and Van Chan.




*Mining
      Contsruction* - Cavico
      Vietnam utilizes modern equipment from companies such as Caterpillar, Volvo,
      Drilltech, Atlas, Copco and Tamrock for operations at the mines. Cavico Vietnam
      constructs coal mines in Nui Beo (Quang Ninh) and VietMindocoal (Quang Ninh).
      Cavico Vietnam intends to construct mines for the exploration of coal and iron
      ore in Australia and other countries. Under Vietnamese resources and mineral
      laws, operating mineral mines requires a license by the local Province or
      Ministry of Resources and Environmental or Prime Minister depending on reserve
      capacity of the mine, kind of mineral and size of the mine project. However,
      Cavico only constructs coal mines; it does not own them. Therefore, no special
      licenses are required.





*Highway
      Construction* - Cavico
      Vietnam has designed and built a large variety of highways from small to large,
      and from simple to complex, both in urban centers and in rural settings. Cavico
      helps clients find innovative ways to finance, deliver and manage highways
      and
      has been involved in flagship design/build ("DB") and build-operate-transfer
      ("BOT") projects. Our highway projects include:





·
            Improvement
                of national route 1A sponsored and financed in part by the Asian
                Development Bank and the World Bank. We are undertaking a project
                that
                includes, among other things, repavement, widening the surface from
                six to
                12 meters, adding a layer of asphalt, digging drainage systems and
                constructing retaining walls·
            Ho
                Chi Minh route, we have been awarded contract packages (i.e. segments
                of a
                highway construction project) for the following locations: Tan ky
                (Nghe
                an), Khe co (Ha Tinh), A Luoi (Hue), Phuoc son (Quang nam), Dac zon
                -
                Dackpet (Kontum).·
            Construction
                of a number of roads in Sonla Province·
            Construction
                of roads in connection with the construction and operation of hydropower
                plants.




4





*Urban
      Development* - Cavico
      Vietnam provides one-stop shopping for residential and commercial buildings,
      from permitting to design, and from construction management to operations and
      maintenance. Cavico Vietnam can provide comprehensive services through the
      life
      of a project, working as a team member, acting as a program manager, or leading
      an entire building project. Cavico Vietnam is currently developing a 27 floor
      office building in Hanoi and developing a Chieng Ngan 400 hectare new urban
      area
      in Son La. To date, the Company has not generated any revenues from this
      development project.





The
      company is in the process of applying for an investment permit for Luong Son
      new
      tourism zone of 360 hectares in a master planning to upgrade Luong son town
      during the next 10 years. This includes tender of a feasibility study to
      construct in this mountainous area a tourist resort, including villas that
      may
      be offered for sale.





During
      the year ended December 31, 2007, we generated revenues of $4,322,471 from
      mining operations, $31,493,768 from construction operations and $2,034,367
      from
      other operation such as leasing machinery and equipment and the sale of
      materials. Costs of productions were $2,682,428 for mining operation,
      $23,578,390 for construction operation and $1,468,950 for other
      operation.




**Subsidiaries**




Our
      wholly-owned subsidiary, Cavico Vietnam, conducts its operations through a
      number of subsidiaries. Some of these entities are wholly owned while others
      are
      partially owned by Cavico Vietnam. The directors of Cavico Vietnam also hold
      positions on the board of the subsidiaries. During 2007, we permitted some
      our
      subsidiaries to issue shares to third parties for the purpose of raising funds
      for expanded operations, thereby reducing our percentage holding in those
      entities. We believe that this restructuring will result in more efficient
      and
      transparent management. In addition, to the extent that any of the subsidiaries
      are publicly traded in Vietnam, Vietnamese securities regulations limit foreign
      ownership of these subsidiaries to 49%.





The
      following table sets forth for our principal operating subsidiaries that
      generate more than five percent of our revenues on a combined basis, a summary
      of their main activities, Cavico Vietnam’s percentage of ownership and their
      revenues as a percentage of the combined company’s revenues for the year ended
      December 31, 2007.





Name
            
            Principal
                Activity
            
            Percentage
              Owned
            
            
            
            Percentage
                of Revenues of Combined CompanyCavico
                Bridge and Underground Construction JSC
            
            
            Civil
                construction, specializing in tunnel and bridge construction, frequently
                in conjunction with hydro power construction projects
            
            
            66.71
            
            
            %(1
            )
            
            21.83
            %Cavico
                Mining and Construction JSC
            
            
            Mining
                construction and civil construction, especially in connection with
                mining
                and dam construction, equity investments in mines, power supply plants
                and
                land development projects. Cavico Mining is publicly traded on HCMC
                stock
                exchange.
            
            
            39.13
            
            
            %(2
            )
            
            13.32
            %Energy
                Construction JSC
            
            
            Civil
                construction, specializing in hydro power construction
                projects
            
            
            37.57
            
            
            %(3
            )
            
            8.91
            %Cavico
                Hydropower Construction JSC
            
            
            Civil
                construction, specializing in hydro power construction
                projects
            
            
            72.65
            
            
            %(4
            )
            
            5.99
            %Cavico
                Infrastructure Construction JSC
            
            
            Civil
                construction, specializing in infrastructure development and construction
                projects
            
            
            68.83
            
            
            %(5
            )
            
            4.82
            %Cavico
                Transport JSC
            
            
            Civil
                construction, with an emphasis on road construction.
            
            
            73.84
            
            
            %(6
            )
            
            4.36
            %Cavico
                Construction Trading JSC
            
            
            Trading
                of machinery, equipment and materials for civil construction
                industry.
            
            
            59.05
            
            
            %(7
            )
            
            3.49
            %Cavico
                Power and Resource JSC
            
            
            Civil
                construction, focus on power installation.
            
            
            77.67
            
            
            %(8
            )
            
            3.06
            %




5




(1)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                66.71% as of the date hereof.(2)
            In
                accordance with current rules promulgated by the Vietnam State Security
                Committee relating to foreign ownership of publicly traded Vietnamese
                entities, we had to reduce our ownership in this entity to 48.32%
                in 2006.
                In 2007, our percentage of ownership was reduced to 39.13% due to
                additional sale of ownership. In addition, approximately 5% is held
                by
                Cavico Vietnam officers who also hold more than 50% of the Board
                of
                Management members in this subsidiary. As a member of the World Trade
                Organization, the Vietnamese government has announced its commitment
                to
                open the country to free trade, which includes permitting unlimited
                foreign investments by the year 2009. We expect that by that time
                we will
                no longer be limited in our ownership of Cavico Mining.(3)
            This
                subsidiary was newly acquired by Cavico during the year 2007 which
                resulted in 37.57% ownership by Cavico in this subsidiary. In addition,
                approximately 5% is held by Cavico Vietnam officers who also hold
                more
                than 50% of the Board of Management members in this subsidiary.(4)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                72.65% as of the date hereof.(5)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                68.83% as of the date hereof.(6)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                73.84% as of the date hereof.(7)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                59.05% as of the date hereof.(8)
            As
                a result of a restructuring, the percentage ownership has been reduced
                to
                77.67% as of the date hereof.





**Investment**




We
      may
      from time to time continue to act as a passive investor in projects that we
      develop and that are subsequently managed by unrelated parties. We may from
      to
      time also take a more active role in the management of certain projects.
      Projects that we have invested in include hydropower projects, cement plants
      and
      land development projects,




**Customers**




Our
      customers are found primarily in the public sector. Our largest customer is
      Electricity of Vietnam, a state owned utility. **** During
      the year ended December 31, 2007, contracts with this entity represented
      approximately 65% of our revenue.





**Suppliers**





Most
      of
      our raw materials are purchased directly from manufacturers pursuant to simple
      purchase orders. We do not have long term contracts with any of our suppliers.
      All of the raw materials used in our construction projects are commodities
      that
      may be purchased from any source if any of our suppliers would cease to sell
      to
      us for any reason.





**Backlog**





Our
      backlog includes the total value of awarded contracts that have not been
      completed, including our proportionate share of unconsolidated joint venture
      contracts. Our backlog was approximately $331,596,000 at December 31, 2007.
      Approximately $90 million of this backlog is expected to be completed
      during 2008. We include a construction project in our backlog at such time
      as a contract is awarded and funding is in place. Substantially all of the
      contracts in our backlog may be canceled or modified at the election of the
      customer; however, we have not been materially adversely affected by contract
      cancellations or modifications in the past.




**Marketing**




We
      have
      an extensive network of contacts within various levels of the Vietnamese
      national and local governments and are not currently engaged in any significant
      marketing efforts. We usually manage to be granted contracts based on the
      quality of our construction projects.




6




**Contract
      Provisions and Subcontracting**





Our contracts
      with our customers include “fixed unit price” or “fixed price” and “adjustment
      contracts”. Under fixed unit price contracts which represent approximately 10%
      of our total contracts, we are committed to provide materials or services
      required by a project at fixed unit prices (for example, dollars per cubic
      yard
      of concrete poured or cubic yard of earth excavated). While the fixed unit
      price
      contract shifts the risk of estimating the quantity of units required for a
      particular project to the customer, any increase in our unit cost over the
      expected unit cost in the bid, whether due to inflation, inefficiency, faulty
      estimates or other factors, is borne by us unless otherwise provided in the
      contract. Fixed price contracts are priced on a lump-sum basis under which
      we
      bear the risk of performing all the work for the specified amount. Our
      contracts are generally obtained through competitive bidding in response to
      advertisements by local government agencies and private parties. Less
      frequently, contracts may be obtained through direct negotiations with private
      owners. Our contract risk mitigation process includes identifying risks and
      opportunities during the bidding process, review of bids fitting certain
      criteria by various levels of management and, in some cases, by the executive
      committee of our Board of Directors.





There
      are
      a number of factors that can create variability in contract performance and
      results as compared to a project’s original bid. The most significant of these
      include the completeness and accuracy of the original bid, costs associated
      with added scope changes, extended overhead due to owner and weather delays,
      subcontractor performance issues, changes in productivity expectations, site
      conditions that differ from those assumed in the original bid (to the extent
      contract remedies are unavailable), the availability and skill level of workers
      in the geographic location of the project and a change in the availability
      and
      proximity of equipment and materials. All of these factors can impose
      inefficiencies on contract performance, which can drive up costs and lower
      profits. Conversely, if any of these or other factors are more positive than
      the
      assumptions in our bid, project profitability can improve. The ability to
      realize improvements on project profitability is more limited than the
      risk of lower profitability. Design/build projects carry other risks
      such as the risk inherent in estimating quantities and prices before the
      project design is completed and design error risk, including additional
      construction costs due to any design errors, liability to the contract owner
      for
      the design of the project and right-of-way and permit acquisition costs.
      Although we manage this additional risk by adding contingencies to our bid
      amounts, obtaining errors and omissions insurance and obtaining indemnifications
      from our design consultants where possible, there is no guarantee that these
      risk management strategies will always be successful.





For
      the
      last four years, as a leading company in Vietnamese hydro power (HP)
      construction, we have been granted preferred construction contracts by the
      Government. State agencies have been using adjustment contracts for most large
      HPs in the hope of expediting the completion of HP projects. Under adjustment
      contracts, completion of work certifications are based on actual work completion
      in accordance with site inspections performed by engineers. Payments are made
      based on the price of local construction labor and materials and adjusted for
      inflation. The Government periodically issues new rates and guidelines that
      apply to HP projects to cover additional work as well as additional cost
      incurred in connection with the projects to provide incentives to the
      contractors accelerate completion of HP projects. As a result, our risk of
      cost
      overruns is reduced. However, the procedures to get rate guidelines approved
      may
      take from three to six months. Therefore, we must carry large quantities of
      work
      in progress on our income statement.





All
      government contracts and most of our other contracts provide for termination
      of
      the contract for the convenience of the contract owner, with provisions to
      pay
      us for work performed through the date of termination. We have not been
      materially adversely affected by these provisions in the past.  Many of our
      contracts contain provisions that require us to pay liquidated damages if
      specified completion schedule requirements are not met and these amounts can
      be
      significant.




We
      act as
      prime contractor on most of the construction projects we undertake. We
      accomplish the majority of our projects with our own resources and subcontract
      specialized activities such as electrical and mechanical work. As prime
      contractor, we are responsible for the performance of the entire contract,
      including subcontract work. Thus, we may be subject to increased costs
      associated with the failure of one or more subcontractors to perform as
      anticipated. We manage this risk by reviewing the size of the subcontract,
      the
      financial stability of the subcontractor and other factors and, based on this
      review, determine whether to require that the subcontractor furnish a bond
      or
      other type of security that guarantees their performance. As with all of
      our subcontractors, some may not be able to obtain surety bonds or
      other types of performance security.




7





**Equipment**




The
      Company believes that it owns through its subsidiaries the largest private
      fleet
      of heavy construction equipment in Vietnam. The total value of all vehicles
      and
      pieces of machinery and equipment after depreciation at December 31, 2007,
      was
      $20,947,727 and included the following pieces:




Type
            
            UnitsTunnel
                Drill Machines 1 boom to 3 booms; for Tunnel Diameter from 8m2 to
                80m2
            
            
            15Tunnel
                Wheel Loaders capacity from 2m3 to 3m3
            
            
            19Tunnel
                Dump Trucks capacity from 20 tons to 30 tons
            
            
            28Bulldozers
                capacity from 130hp to 385 hp
            
            
            18Excavators
                and wheel loaders capacity from 0.7m3 to 10m3
            
            
            54Off-Highway
                Dump Trucks capacity over 50 tons ( 32 m3 )
            
            
            24Light
                and medium Dump Trucks Capacity up to 15 tons
            
            
            55Open
                cut Drilling Rigs Dia 89mm - 225mm
            
            
            22Electronic
                Construction Survey Sets/Stations
            
            
            19Concrete
                Batching Plants capacity from 60 to 120m3/hour
            
            
            10Aggregate
                Crushing Plants/Stations capacity from 60 to 180 tons/hour
            
            
            09Concrete
                Pumps capacity up to 100m3/hour
            
            
            25Crawer
                Cranes capacity up to 100 tons
            
            
            11Site
                service cars
            
            
            45Other
                construction machinery and Equipments ( Generator sets, Air compressors,
                Transformers, shotcretes, pumps, Graders, Road Rollers, lift cars,
                Concrete mixer Trucks, sliding forms, etc )
            
            
            218Total
            
            
            572





We
      believe that ownership of equipment is generally preferable to leasing because
      ownership ensures the equipment is available as needed and normally results
      in
      lower equipment costs. We regularly lease or rent equipment on a short-term
      basis to supplement existing equipment and respond to construction activity
      peaks.




**Competition**




Factors
      influencing our competitiveness include price, reputation for quality, the
      availability of aggregate materials, machinery and equipment, financial
      strength, knowledge of local markets and conditions, and project management
      and
      estimating abilities. Although some of our competitors are larger than us and
      may possess greater resources, we believe that we compete favorably on the
      basis
      of the foregoing factors. Although the construction business is highly
      competitive, we believe we are well positioned to compete effectively in the
      markets in which we operate.




We
      believe that we are the only company executing construction projects in Vietnam
      utilizing Tunnel Boring Machines. This technology is the most advanced
      engineering method of tunnel construction. It enables excavation and finishing
      of underground concrete structures in the most time efficient manner. This
      technique is also applied for long tunnels, weak ground conditions and complex
      geological conditions. For example, the traffic tunnel that connects England
      and
      France was constructed utilizing this method.





Cavico's
      areas of competition include modern technology, advanced management, and
      professionally executed quality projects.




In
      Vietnam, we are aware of four other companies with expertise in our area of
      construction, namely Song Da Corporation,Vinaconex Corporation,
      Hydro-construction No. 4 Corporation and Agriculture Electric-mechanical
      construction Corporation. Cavico and Song Da are the two largest companies
      in
      the area of hydropower construction. At the current time, we are the principal
      contractors for more than 60% of the total quantity of tunnel construction
      works
      and have backlog of up to approximately 70% of tunnel construction projects
      and
      30-40% dam construction works. We have stakes in approximately 90% of hydropower
      construction projects, approximately 10% of long high way/road development
      projects and about 5% of open cut mining construction. We are expanding our
      construction activities to Laos, Algeria and are focusing increasingly on
      Australia. We are also diversifying our works in other construction and services
      fields such as steel fabrication and mechanical products/services exported
      to
      Australia and oversea. Within Vietnam, we believe we have a strong reputation,
      and the advantage of expertise in the construction of modern and complex
      projects.




8




During
      the past five years, we have acted as subcontractors for some of the largest
      Japanese construction company like Kumagai Gumi, Kajima, Maeda. This has
      resulted in additional involvement in large projects overseas.




**Government
      Regulation**




Our
      operations are subject to compliance with requirements of local Vietnamese
      government agencies and authorities, including regulations concerning workplace
      safety, labor relations and disadvantaged businesses. Additionally, all of
      our
      operations are subject to local laws and regulations relating to the
      environment, including those relating to discharges to air, water and land,
      the
      handling and disposal of solid and hazardous waste, the handling of underground
      storage tanks and the cleanup of properties affected by hazardous substances.
      Certain environmental and other laws impose substantial penalties for
      non-compliance. We continually evaluate whether we must take additional steps
      at
      our locations to ensure compliance with environmental and other
      laws.





While
      compliance with applicable regulatory requirements has not materially adversely
      affected our operations in the past, there can be no assurance that these
      requirements will not change and that compliance will not adversely affect
      our
      operations in the future. In addition, our operations require operating permits
      granted by governmental agencies. We believe that tighter regulations for the
      protection of the environment and other factors will make it increasingly
      difficult to obtain new permits and renewal of existing permits may be subject
      to more restrictive conditions than currently exist.





**Environmental**





The
      Company’s operations are subject to environmental regulation in Vietnam.
      Environmental legislation is still evolving in this jurisdiction and it is
      expected to evolve in a manner which may require stricter standards and
      enforcement, increased fines and penalties for non-compliance, more stringent
      environmental assessments of proposed projects and a heightened degree of
      responsibility for companies and their officers, directors and employees. If
      there are future changes in environmental regulation, they could impede our
      current and future business activities and negatively impact the profitability
      of operations.




**Employees**





The
      Company and its subsidiaries currently have approximately 3,000 employees (of
      which approximately 700 are engineers) located in Hanoi and throughout the
      country as well as a small number stationed in Australia. If and when the need
      arises, the Company intends to hire additional employees to meet the demand
      of a
      certain project.




The
      Company has always focused on building a dynamic and professional labor force
      by
      utilizing the following methods:




·
            Regular
                salary adjustments commensurate with cost of living and inflation
                trends
                in the Vietnamese labor market.




·
            Payment
                of incentive and performance
                bonuses.




·
            Improvement
                of labor conditions for our
                workers.




·
            Continuous
                professional training.




·
            Building
                of a company culture through various activities, including company
                newsletters, and instill feelings of pride with the Company’s
                accomplishments.




9




**Reports
      to Security Holders**





The
      Company is not required to deliver an annual report to security holders and
      at
      this time does not anticipate the distribution of such a report. The Company
      recently became subject to the filing and reporting requirements of the Exchange
      Act. These requirements include the filing of annual reports that will include
      audited financial statements and quarterly reports as well as reports that
      will
      be filed upon the occurrence of certain significant events. It is also subject
      to the proxy rules under the Exchange Act and its insiders will have to file
      reports disclosing their beneficial ownership of the Company’s securities. It is
      estimated that the annual cost of compliance with the Exchange Act reporting
      requirements will be approximately $100,000.




The
      public may read and copy any materials the Company files with the SEC at the
      SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
      The
      public may obtain information on the operation of the Public Reference Room
      by
      calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet
      site that contains reports, proxy and information statements, and other
      information regarding issuers that file electronically with the SEC, which
      can
      be found at http://www.sec.gov.





**ITEM
      1A.** **RISK
      FACTORS**




***Risks
      Associated with Our Business***


***Our
        auditors have issued a going concern opinion, which may make it more difficult
        for us to raise capital.***
 
 Our
        auditors have included a going concern opinion on our financial statements.
        At
        December 31, 2007, we had an accumulated deficit of $6,038,484 and a working
        capital deficit of $13,234,397. Our ability to continue as a going concern
        is
        dependent upon our ability (1) to obtain sufficient debt and/or equity capital
        and/or (2) cut operating costs such that we can operate until such time that
        we
        resume generating positive cash flow from operations. If we are unable to
        continue as a going concern, it may be more diffcult to raise additional
        funding
        and you could lose your entire investment in us.




***If
      we are unable to accurately estimate the overall risks or costs when we bid
      on a
      contract, we may achieve a lower than anticipated profit or incur a loss on
      the
      contract.***




A
      substantial portion of our revenues and contract backlog are typically derived
      from fixed unit price contracts. Fixed unit price contracts require us to
      perform the contract for a fixed unit price irrespective of our actual costs.
      As
      a result, we realize a profit on these contracts only if we successfully
      estimate our costs and then successfully control actual costs and avoid cost
      overruns. If our cost estimates for a contract are inaccurate, or if we do
      not
      execute the contract within our cost estimates, then cost overruns may cause
      us
      to incur losses or cause the contract not to be as profitable as we expected.
      This, in turn, could negatively affect our cash flow, earnings and financial
      position.




The
      costs
      incurred and gross profit realized on those contracts can vary, sometimes
      substantially, from the original projections due to a variety of factors,
      including, but not limited to:




·
            on-site
                conditions that differ from those assumed in the original
                bid;·
            delays
                caused by weather conditions;·
            contract
                modifications creating unanticipated costs not covered by change
                orders;·
            changes
                in availability, proximity and costs of materials, including steel,
                concrete, aggregate and other construction materials (such as stone,
                gravel and sand), as well as fuel and lubricants for our
                equipment;·
            availability
                and skill level of workers in the geographic location of a
                project;·
            our
                suppliers’ or subcontractors’ failure to perform;·
            fraud
                or theft committed by our employees;·
            mechanical
                problems with our machinery or equipment;·
            citations
                issued by a governmental authority;·
            difficulties
                in obtaining required governmental permits or
                approvals;·
            changes
                in applicable laws and regulations; and·
            claims
                or demands from third parties alleging damages arising from our work
                or
                from the project of which our work is
                part.




10




Many
      of
      our contracts with public sector customers contain provisions that attempt
      to
      shift some or all of the above risks from the customer to us, even in cases
      where the customer is partly at fault. Our practice in many instances has been
      to supersede these terms with an agreement to obtain insurance covering both
      the
      customer and ourselves. In cases where insurance is not obtained, our experience
      has often been that public sector customers have been willing to negotiate
      equitable adjustments in the contract compensation or completion time provisions
      if unexpected circumstances arise. If we are unable to obtain insurance, and
      if
      public sector customers seek to impose contractual risk-shifting provisions
      more
      aggressively, we could face increased risks, which may adversely affect our
      cash
      flow, earnings and financial position.




***Economic
      downturns or reductions in government funding of infrastructure projects, or
      the
      cancellation of significant contracts, could reduce our revenues and profits
      and
      have a material adverse effect on our results of
      operations.***




Our
      business is highly dependent on the amount of infrastructure work funded by
      various governmental entities, which, in turn, depends on the overall condition
      of the economy, the need for new or replacement infrastructure, the priorities
      placed on various projects funded by governmental entities and federal, state
      or
      local government spending levels. Decreases in government funding of
      infrastructure projects could decrease the number of civil construction
      contracts available and limit our ability to obtain new contracts, which could
      reduce our revenues and profits.




Contracts
      that we enter into with governmental entities may usually be canceled at any
      time by them with payment only for the work already completed. In addition,
      we
      could be prohibited from bidding on certain governmental contracts if we fail
      to
      maintain qualifications required by those entities. A sudden cancellation of
      a
      contract or our debarment from the bidding process could cause our equipment
      and
      work crews to remain idled for a significant period of time until other
      comparable work became available, which could have a material adverse effect
      on
      our business and results of operations.




***Our
      operations are currently focused in Vietnam, and any adverse change to the
      economy or business environment in Vietnam could significantly affect our
      operations, which would lead to lower revenues and reduced
      profitability.***




Our
      operations are currently concentrated in Vietnam. Because of this concentration
      in a specific geographic location, we are susceptible to fluctuations in our
      business caused by adverse economic or other conditions in this region,
      including natural or other disasters. A stagnant or depressed economy in Vietnam
      generally, or in any of the other markets that we serve, could adversely affect
      our business, results of operations and financial condition.




***Our
      industry is highly competitive, with a variety of larger companies with greater
      resources competing with us, and our failure to compete effectively could reduce
      the number of new contracts awarded to us or adversely affect our margins on
      contracts awarded.***




Most
      contracts on which we bid are awarded through a competitive bid process, with
      awards generally being made to the lowest bidder, but sometimes recognizing
      other factors, such as shorter contract schedules or prior experience with
      the
      customer. Within our markets, we compete with many national, regional and local
      construction firms. Some of these competitors have achieved greater market
      penetration than we have in the markets in which we compete, and some have
      greater financial and other resources than we have. In addition, there are
      a
      number of national companies in our industry that are larger than us that,
      if
      they so desired, could establish a presence in our markets and compete with
      us
      for contracts. As a result, we may need to accept lower contract margins in
      order to compete against these competitors. If we are unable to compete
      successfully in our markets, our relative market share and profits could be
      reduced.




11




***Our
      dependence on subcontractors and suppliers of materials, including
      petroleum-based products, could increase our costs and impair our ability to
      complete contracts on a timely basis or at all, which would adversely affect
      our
      profits and cash flow.***




We
      rely
      on third-party subcontractors to perform some of the work on many of our
      contracts. We do not bid on contracts unless we have the necessary
      subcontractors committed for the anticipated scope of the contract and at prices
      that we have included in our bid. Therefore, to the extent that we cannot engage
      subcontractors, our ability to bid for contracts may be impaired. In addition,
      if a subcontractor is unable to deliver its services according to the negotiated
      terms for any reason, including the deterioration of its financial condition,
      we
      may suffer delays and be required to purchase the services from another source
      at a higher price. This may reduce the profit to be realized, or result in
      a
      loss, on a contract.




We
      also
      rely on third-party suppliers to provide all of the materials, including
      aggregates, concrete, steel and pipe, for our contracts. We do not own any
      quarries, and there are no naturally occurring sources of aggregate in the
      Vietnam. We do not bid on contracts unless we have commitments from suppliers
      for the materials required to complete the contract and at prices that we have
      included in our bid. Thus, to the extent that we cannot obtain commitments
      from
      our suppliers for materials, our ability to bid for contracts may be impaired.
      In addition, if a supplier is unable to deliver materials according to the
      negotiated terms of a supply agreement for any reason, including the
      deterioration of its financial condition, we may suffer delays and be required
      to purchase the materials from another source at a higher price. This may reduce
      the profit to be realized, or result in a loss, on a contract.





***Diesel
      fuel and other petroleum-based products are utilized to operate the equipment
      used in our construction contracts. Decreased supplies of those products
      relative to demand and other factors can cause an increase in their
      cost.***




Future
      increases in the costs of fuel and other petroleum-based products used in our
      business, particularly if a bid has been submitted for a contract and the costs
      of those products have been estimated at amounts less than the actual costs
      thereof, could result in a lower profit, or a loss, on a contract.




***Our
      contracts may require us to perform extra or change order work, which can result
      in disputes and adversely affect our working capital, profits and cash
      flows.***




Our
      contracts generally require us to perform extra or change order work as directed
      by the customer even if the customer has not agreed in advance on the scope
      or
      price of the extra work to be performed. This process may result in disputes
      over whether the work performed is beyond the scope of the work included in
      the
      original project plans and specifications or, if the customer agrees that the
      work performed qualifies as extra work, the price that the customer is willing
      to pay for the extra work. These disputes may not be settled to our
      satisfaction. Even when the customer agrees to pay for the extra work, we may
      be
      required to fund the cost of that work for a lengthy period of time until the
      change order is approved by the customer and we are paid by the
      customer.




To
      the
      extent that actual recoveries with respect to change orders or amounts subject
      to contract disputes or claims are less than the estimates used in our financial
      statements, the amount of any shortfall will reduce our future revenues and
      profits, and this could have a material adverse effect on our reported working
      capital and results of operations. In addition, any delay caused by the extra
      work may adversely impact the timely scheduling of other project work and our
      ability to meet specified contract milestones.




***Our
      failure to meet schedule or performance requirements of our contracts could
      adversely affect us.***




In
      most
      cases, our contracts require completion by a scheduled acceptance date. Failure
      to meet any such schedule could result in additional costs being incurred,
      penalties and liquidated damages being assessed against us, and these could
      exceed projected profit margins on the contract. Performance problems on
      existing and future contracts could cause actual results of operations to differ
      materially from those anticipated by us and could cause us to suffer damage
      to
      our reputation within the industry and among our customers.




12




***Timing
      of the award and performance of new contracts could have an adverse effect
      on
      our operating results and cash flow.***




At
      any
      point in time, a substantial portion of our revenues may be derived from a
      limited number of large construction contracts. It is generally very difficult
      to predict whether and when new contracts will be offered for tender, as these
      contracts frequently involve a lengthy and complex design and bidding process,
      which is affected by a number of factors, such as market conditions, financing
      arrangements and governmental approvals. Because of these factors, our results
      of operations and cash flows may fluctuate from quarter to quarter and year
      to
      year, and the fluctuation may be substantial.




The
      uncertainty of the timing of contract awards may also present difficulties
      in
      matching the size of work crews with contract needs. In some cases, we may
      maintain and bear the cost of a ready work crew that is larger than currently
      required, in anticipation of future employee needs for existing contracts or
      expected future contracts. If a contract is delayed or an expected contract
      award is not received, we would incur costs that could have a material adverse
      effect on our anticipated profit.




In
      addition, the timing of the revenues, earnings and cash flows from our contracts
      can be delayed by a number of factors, including adverse weather conditions
      such
      as prolonged or intense periods of rain, storms or flooding, delays in receiving
      material and equipment from suppliers and changes in the scope of work to be
      performed. Those delays, if they occur, could have an adverse effect on our
      operating results for a particular period.




***Our
      dependence on a limited number of customers could adversely affect our business
      and results of operations.***




Due
      to
      the size and nature of our construction contracts, one or a few customers have
      in the past and may in the future represent a substantial portion of our
      consolidated revenues and gross profits in any one year or over a period of
      several consecutive years. Similarly, our contract backlog frequently
      reflects multiple contracts for individual customers; therefore, one customer
      may comprise a significant percentage of contract backlog at a certain point
      in
      time. For the year ended December 31, 2007, Electricity of Vietnam accounted
      for
      approximately 65% of our revenues. The loss of business from this entity or
      any
      one of those customers could have a material adverse effect on our business
      or
      results of operations. Because we do not maintain any reserves for payment
      defaults, a default or delay in payment on a significant scale could materially
      adversely affect our business, results of operations and financial
      condition.




***We
      may incur higher costs to acquire and maintain equipment necessary for our
      operations, and the market value of our equipment may
      decline.***




We
      have
      traditionally owned most of the construction equipment used to build our
      projects, and we do not bid on contracts for which we do not have, or cannot
      quickly procure (whether through acquisition or lease), the necessary equipment.
      To the extent that we are unable to buy construction equipment necessary for
      our
      needs, either due to a lack of available funding or equipment shortages in
      the
      marketplace, we may be forced to rent equipment on a short-term basis, which
      could increase the costs of completing contracts. In addition, our equipment
      requires continuous maintenance for which we maintain our own repair facilities.
      If we are unable to continue to maintain the equipment in our fleet, we may
      be
      forced to obtain third-party repair services, which could increase our
      costs.





The
      market value of our equipment may unexpectedly decline at a faster rate than
      anticipated. Such a decline would reduce the borrowing base under our
      construction business credit facility, thereby reducing the amount of credit
      available to us and impeding our ability to expand our business consistent
      with
      historical levels.




***Unanticipated
      adverse weather conditions may cause delays, which could slow completion of
      our
      contracts and negatively affect our revenues and cash
      flow.***




Because
      most of our construction projects are built outdoors, work on our contracts
      is
      subject to unpredictable weather conditions. Lengthy periods of wet weather
      will
      generally interrupt construction, and this can lead to under-utilization of
      crews and equipment, resulting in less efficient rates of overhead recovery.
      While revenues can be recovered following a period of bad weather, it is
      generally impossible to recover the efficiencies, and hence, we may suffer
      reductions in the expected profit on contracts.




13




***Our
      operations are subject to hazards that may cause personal injury or property
      damage, thereby subjecting us to liabilities and possible losses, which may
      not
      be covered by insurance.***




Our
      workers are subject to the usual hazards associated with providing services
      on
      construction sites. Operating hazards can cause personal injury and loss of
      life, damage to, or destruction of, property, plant and equipment and
      environmental damage. We self-insure our workers’ compensation claims, subject
      to stop-loss insurance coverage. We also maintain insurance coverage in amounts
      and against the risks that we believe are consistent with industry practice,
      but
      this insurance may not be adequate to cover all losses or liabilities that
      we
      may incur in our operations.




Insurance
      liabilities are difficult to assess and quantify due to unknown factors,
      including the severity of an injury, the determination of our liability in
      proportion to other parties, the number of incidents not reported and the
      effectiveness of our safety program. If we were to experience insurance claims
      or costs above our estimates, we might also be required to use working capital
      to satisfy these claims rather than to maintain or expand our operations. To
      the
      extent that we experience a material increase in the frequency or severity
      of
      accidents or workers’ compensation claims, or unfavorable developments on
      existing claims, our operating results and financial condition could be
      materially and adversely affected.




***Environmental
      and other regulatory matters could adversely affect our ability to conduct
      our
      business and could require expenditures that could have a material adverse
      effect on our results of operations and financial
      condition.***




Our
      operations are subject to various environmental laws and regulations relating
      to
      the management, disposal and remediation of hazardous substances and the
      emission and discharge of pollutants into the air and water. We could be held
      liable for the contamination created not only by our own activities but also
      by
      the historical activities of others on our project sites or on properties that
      we acquire. Our operations are also subject to laws and regulations relating
      to
      workplace safety and worker health, which, among other things, regulate employee
      exposure to hazardous substances. Violations of those laws and regulations
      could
      subject us to substantial fines and penalties, cleanup costs, third-party
      property damage or personal injury claims. In addition, these laws and
      regulations have become, and are becoming, increasingly stringent. Moreover,
      we
      cannot predict the nature, scope or effect of legislation or regulatory
      requirements that could be imposed, or how existing or future laws or
      regulations will be administered or interpreted, with respect to products or
      activities to which they have not been previously applied. Compliance with
      more
      stringent laws or regulations, as well as more vigorous enforcement policies
      of
      the regulatory agencies, could require us to make substantial expenditures
      for,
      among other things, pollution control systems and other equipment that we do
      not
      currently possess, or the acquisition or modification of permits applicable
      to
      our activities.




***Risks
      Associated with Equity Ownership of our Securities and Our Capital
      Structure***




***Insiders
      have substantial control over the company, and they could delay or prevent
      a
      change in our corporate control, even if our other stockholders wanted such
      a
      change to occur.***




Our
      executive officers, directors, and principal stockholders who hold 5% or more
      of
      the outstanding common stock and their affiliates beneficially owned as of
      December 31, 2007, in the aggregate, approximately 35,725,300 shares of our
      outstanding common stock. These stockholders will be able to exercise
      significant control over all matters requiring stockholder approval, including
      the election of directors and approval of significant corporate transactions.
      This could delay or prevent an outside party from acquiring or merging with
      us
      even if our other stockholders wanted it to occur.





***Our
      common stock does not have a vigorous trading market and you may not be able
      to
      sell your securities when desired.***




We
      have a
      limited active public market for our common shares. We cannot assure you that
      a
      more active public market will ever develop, allowing you to sell large
      quantities of shares or all of your holdings. Consequently, you may not be
      able
      to liquidate your investment in the event of an emergency or for any other
      reason.




***We
      do not meet the requirements for our stock to be quoted on NASDAQ, the American
      Stock Exchange or any other senior exchange and even if our securities quoted
      on
      the OTC Bulletin Board, the tradability in our securities will be limited under
      the penny stock regulations.***




The
      liquidity of our securities may be restricted even after they are included
      for
      quotation in the OTC Bulleting Board, should our securities fall within the
      definition of a penny stock.




14




Under
      the
      rules of the Securities and Exchange Commission, if the price of our securities
      on the OTC Bulletin Board is below $5.00 per share, our securities will come
      within the definition of a "penny stock." As a result, it is possible that
      our
      securities may become subject to the "penny stock" rules and regulations.
      Broker-dealers who sell penny stocks to certain types of investors are required
      to comply with the Commission's regulations concerning the transfer of penny
      stock. These regulations require broker-dealers to:




*Make
      a
      suitability determination prior to selling penny stock to the
      purchaser;





*Receive
      the purchaser's written consent to the transaction; and




*Provide
      certain written disclosures to the purchaser.




These
      requirements may restrict the ability of broker/dealers to sell our securities,
      and may affect the ability to resell our securities.





***Our
      compliance with the Sarbanes-Oxley Act and SEC rules concerning internal
      controls may be time consuming, difficult and costly for
      us.***




It
      may be
      time consuming, difficult and costly for us to develop and implement the
      internal controls and reporting procedures required by the Sarbanes-Oxley Act.
      We may need to hire additional financial reporting, internal controls and other
      finance staff in order to develop and implement appropriate internal controls
      and reporting procedures. If we are unable to comply with the internal controls
      requirements of the Sarbanes-Oxley Act, we may not be able to obtain the
      independent accountant certifications that the Sarbanes-Oxley Act requires
      publicly-traded companies to obtain.




***We
      do not have a written stock option plan in place, which may create potential
      conflicts of interest for our management and may dilute or diminish the value
      of
      our common stock.***




The
      options to purchase common stock that are outstanding or that may be issued
      in
      the future are not and may not be issued in accordance with a comprehensive
      written option plan. Management presents proposed grants of stock options to
      our
      Board of Directors for approval, and the terms of the options we grant are
      contracted between each recipient and the Company on a case-by-case basis.
      Therefore, our board may issue options on terms and in amounts not yet
      determined. These circumstances may create a conflict of interest with respect
      stock option recipients serving on the board. Furthermore, if more stock options
      are granted, the eventual exercise of those options will dilute the holdings
      of
      the current stockholders, and significant sales of stock issued upon the
      exercise of options could have a negative effect on our stock
      price.




***Should
      our securities become eligible for inclusion for quotation on the OTC Bulletin
      Board, and should we then fail to remain current in our reporting requirements,
      our securities could be removed from the OTC Bulletin Board, which would limit
      the ability of broker-dealers to sell our securities an the ability of
      stockholders to sell their securities in the secondary
      market.***




Companies
      trading on the OTC Bulletin Board, such as we hope to be, must be reporting
      issuers under Section 12 of the Exchange Act, and must be current in their
      reports under Section 13, in order to maintain price quotation privileges on
      the
      OTC Bulletin Board. If we fail to remain current on our reporting requirements,
      we could be removed from the OTC Bulletin Board. As a result, the market
      liquidity for our securities could be severely adversely affected by limiting
      the ability of broker-dealers to sell our securities and the ability of
      stockholders to sell their securities in the secondary market.





***Our
      common stock is traded on the "pink sheets" and could be subject to extreme
      volatility.***




Our
      common stock is currently quoted on the "pink sheets," which is characterized
      by
      low trading volume. Because of this limited liquidity, stockholders may be
      unable to sell their shares. The trading price of our shares has from time
      to
      time fluctuated widely and may be subject to similar fluctuations in the future.
      The trading price of our common stock may be affected by a number of factors,
      including events described in the risk factors set forth in this prospectus,
      as
      well as our operating results, financial condition, announcements of
      construction projects, general conditions in Vietnam, Southeast Asia, overall
      country-wide development, and other events or factors. In recent years, broad
      stock market indices, in general, and smaller capitalization companies, in
      particular, have experienced substantial price fluctuations. In a volatile
      market, we may experience wide fluctuations in the market price of our common
      stock. These fluctuations may have a negative effect on the market price of
      our
      common stock.




15




**ITEM
      1B. UNRESOLVED STAFF COMMENTS.**





None.





**ITEM
      2.**  **PROPERTIES**




Cavico’s
      principal executive offices are located at 17011 Beach Blvd., Suite 1230,
      Huntington Beach, CA 92647. These offices consist of approximately 200 square
      feet leased on a month to month basis for $2,000 per month. These offices are
      made available to Cavico under the terms of a Management Services Agreement
      dated May 15, 2006, with Providential Holdings, Inc. Other services provided
      by
      Providential under the terms of that agreement include secretarial and
      receptionist services, office and computer equipment, and bookkeeping for the
      company’s U.S. operations. The agreement has a terms of two years, that is
      automatically renewable for one-year periods, unless either party notifies
      the
      other of its desire to terminate the agreement at least 60 days prior to the
      end
      of the agreement, or any renewal thereo.




Cavico's
      subsidiary, Cavico Vietnam, maintains its corporate headquarters in Hanoi,
      Vietnam, where it leases approximately 6,458 square feet of office space, and
      in
      other cities and townships throughout the country, where additional operations
      are conducted, equipment is maintained and stored, and research and/or
      development is conducted. Combined monthly lease payments for these locations
      amount to approximately $32,374.




The
      main
      property of the Company located in Vietnam consists of a complex of heavy plants
      and equipment.




The
      Company has land use rights for a period of 50 years with respect to 14,960
      square feet of land in Hanoi. It intends to build an office building of 27
      floors with a total of 280,000 square feet available to the Company and its
      subsidiaries. It also intends to rent some of the space to commercial
      tenants.




The
      Company has a long term land lease (70 years) in Son La consisting of an area
      of
      160 hectares that it intends to convert into a new urban area, including office
      buildings, commercial centers, super markets, condominiums and apartment
      buildings. Vietnam does not recognize land ownership. Rather, parcels of land
      are leased from and land use rights are granted by the Government. In general,
      land use rights may be exercised by the user in accordance with the purpose
      for
      which the land was designated as specified in the certificate of land use,
      and
      includes the right to develop the land. Land use rights may be assigned, lease,
      sub-leased, bequeathed and mortgaged. Grantees of land use rights are also
      entitled to compensation in the event the State recovers the land
      prematurely.




The
      land
      use rights to the Son La parcel of land was granted to the Company in payment
      for its development of the Chieng Ngan 400 hectare urban area in Son La. The
      services provided include planning and building out of the local infrastructure.
      Provided we exercise the land use rights respecting this area in accordance
      with
      the government approved master plan, there are no restrictions on our land
      use
      rights. To date, the Company has not generated any revenues from this
      project.





The
      Company owns additional offices and dormitories totaling 121,922 square feet
      and
      workshops totaling 145,851 square feet at construction sites owned by the
      Company and its subsidiaries. These properties were built by the Company on
      sites recorded as Company property for use for a period of three to ten years
      depending on the life of the construction contracts/projects. Upon completion
      of
      the construction contracts, the Company may relinquish its right to the property
      or sell it to the project owner/local entities.




16




The
      following table contains a summary of the Company’s properties owned and leased
      on a long term basis by its subsidiaries in Vietnam in square feet.




**Name
                of company**
            
            **Long-term
                Land Leased**
            
            **Office
                Lease in Hanoi**
            
            **Offices
                Built at Sites**
            
            **Workshops
                Built at Sites**
            
            **Location**Cavico
                Vietnam Company Limited
            
            
            
            
            
            6,458
            
            
            
            
            
            
            
            
            Song
                Da Building,Pham Hung, Tu Liem, Ha NoiCavico
                Mining Construction Joint Stock Company
            
            
            
            
            
            2,153
            
            
            27,448
            
            
            65,122
            
            
            CT5
                Building, My Dinh, Ha NoiCavico
                Trading Joint Stock Company
            
            
            
            
            
            2,799
            
            
            
            
            
            
            
            
            CT5
                Building, My Dinh, Ha NoiCavico
                Bridge & Tunnel Construction Joint Stock Company
            
            
            
            
            
            3,229
            
            
            45,208
            
            
            59,202
            
            
            CT4
                Building, My Dinh, Ha NoiCavico
                Vietnam Tower Joint Stock Company
            
            
            14,960
            
            
            
            
            
            
            
            
            
            
            
            My
                Dinh Area,Tu Liem, Ha NoiChieng
                Ngan Urban Area
            
            
            17,222,257
            
            
            
            
            
            
            
            
            
            
            
            Chieng
                Ngan,Thi xa Son La, Son LaCavico
                Energy Construction Joint Stock Company
            
            
            
            
            
            2,877
            
            
            18,651
            
            
            8,611
            
            
            Song
                Da Building,Pham Hung, My Dinh,Ha NoiCavico
                Transportation Joint Stock Company
            
            
            
            
            
            2,879
            
            
            7,885
            
            
            4,306
            
            
            Song
                Da Building,Pham Hung, My Dinh,Ha NoiCavico
                Infrastructure Investment and Construction Joint Stock
                Company
            
            
            
            
            
            3,132
            
            
            8,708
            
            
            4,306
            
            
            Song
                Da Building,Pham Hung, My Dinh,Ha NoiCavico
                Hydropower Construction Joint Stock Company
            
            
            
            
            
            2,124
            
            
            14,022
            
            
            4,306
            
            
            Song
                Da Building,Pham Hung, My Dinh,Ha NoiCavico
                Power and Resource Joint Stock Company
            
            
            
            
            
            2,842
            
            
            
            
            
            
            
            
            Song
                Da Building,Pham Hung, My Dinh,Ha Noi**17,237,217**
            
            
            **28,493**
            
            
            **121,922**
            
            
            **145,851**





**ITEM
      3.**  **LEGAL
      PROCEEDINGS**




From
      time
      to time the Company may become subject to litigation incidental to its business.
      Such claims, if successful, could exceed applicable insurance coverage. The
      Company is not currently a party to any material legal proceedings.





**ITEM
      4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**


· Approval
        of audited financial reports for the year ended December 31, 2006
 · Election
        of nine directors, including independent members on board of directors for
        one
        year term.
 · Approval
        of Audit Compliance Committee, Compensation Committee and Nominating and
        Corporate Governance Committee




17




**PART
      II**




**ITEM
              5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER****PURCHASES
                OF EQUITY SECURITIES**




**Market
      Information**





There
      is
      currently no trading market for our common stock. However, effective March
      27,
      2008, our common stock was cleared for an unpriced quotation on the OTC Bulletin
      Board under the Symbol CVIC.





**Number
      of Stockholders**





As
      of
      December 31, 2007, there were approximately 2,271 holders of record of our
      common stock.




**Dividend
      Policy**




Holders
      of the Company's Common Stock are entitled to receive dividends if and when
      declared by the Company’s Board of Directors out of funds legally available for
      distribution. Any such dividends may be paid in cash, property or shares of
      the
      Company’s common stock.




The
      Company has not paid any dividends since its inception, and it is not likely
      that any dividends on its Common Stock will be declared in the foreseeable
      future. Any dividends will be subject to the discretion of the Company's Board
      of Directors, and will depend upon, among other things, the operating and
      financial condition of the Company, its capital requirements and general
      business conditions.




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




The
      Company does not currently have any equity compensation plans
      authorized.





**Description
      of Securities**





Our
      authorized capital consists of 300,000,000 shares of common stock, $.001 par
      value per share, of which 130,847,693 shares were issued and outstanding as
      of
      December 31, 2007, and 100,000,000 shares of Class B Preferred Stock, none
      of
      which are outstanding.





The
      following description is a summary and is qualified in its entirety by our
      Certificate of Incorporation and By-laws as currently in effect.





Each
      holder of common stock is entitled to receive ratable dividends, if any, as
      may
      be declared by the Board of Directors out of funds legally available for the
      payment of dividends. As of the date of this prospectus, we have not paid any
      dividends on our common stock, and none are contemplated in the foreseeable
      future. We anticipate that all earnings that may be generated from our
      operations will be used to finance our growth.





Holders
      of common stock are entitled to one vote for each share held of record. There
      are no cumulative voting rights in the election of directors. Thus the holders
      of more than 50% of the outstanding shares of common stock can elect all of
      our
      directors if they choose to do so.





The
      holders of our common stock have no preemptive, subscription, conversion or
      redemption rights. Upon our liquidation, dissolution or winding-up, the holders
      of our common stock are entitled to receive our assets pro rata.




18


**ITEM
      6. SELECTED FINANCIAL DATA**




**Years
                Ended December 31,****2007**
              **(Audited)(1)**
            
            
            **2006**
              **(Audited)(2)**
            
            
            **2005**
              **(Audited)**
            
            
            **2004**
              **(Unaudited)(3)**Net
                sales
            
            $
            37,850,606
            
            $
            24,079,427
            
            $
            22,566,306
            
            $
            13,660,069Income
                (loss) from operations
            
            
            5,623,755
            
            
            (218,727
            )
            
            1,432,966
            
            
            (1,334,269
            )Net
                other income (expense)
            
            
            4,910,171
            
            
            1,024,530
            
            
            (4,176,579
            )
            
            (870,158
            )Net
                income (loss)
            
            
            6,806,632
            
            
            446,828
            
            
            (2,770,202
            )
            
            (2,311,753
            )Net
                income (loss ) per share
            
            
            0.05
            
            
            0.01
            
            
            (0.09
            )
            
            N/ATotal
                assets
            
            $
            93,006,122
            
            $
            52,773,751
            
            $
            40,347,794
            
            $
            34,312,136Total
                liabilities
            
            $
            75,976,475
            
            $
            60,787,301
            
            $
            50,892,824
            
            $
            39,702,144





(1)
      During the year 2007, we acquired Cavico Energy, a new subsidiary. Also, the
      significant increase in other income is mostly from trading of Habubank
      shares..




(2)
      The
      significant increase in other income is mostly from trading of Habubank
      shares.




(3)
      Cavico Corp. was established in 2004.








**ITEM
      7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**




**Forward-Looking
      Statements**





The
      information in this report contains forward-looking statements. All statements
      other than statements of historical fact made in report are forward looking.
      In
      particular, the statements herein regarding industry prospects and future
      results of operations or financial position are forward-looking statements.
      These forward-looking statements can be identified by the use of words such
      as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
      words. No assurances can be given that the future results anticipated by the
      forward-looking statements will be achieved. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations.





The
      following discussion and analysis should be read in conjunction with our
      financial statements, included herewith. This discussion should not be construed
      to imply that the results discussed herein will necessarily continue into the
      future, or that any conclusion reached herein will necessarily be indicative
      of
      actual operating results in the future. Such discussion represents only the
      best
      present assessment of our management.





**Background**




Cavico
      Corp. (the “Company,” “Cavico” or “we”) was incorporated in Delaware on
      September 13, 2004 under the name Laminaire Corp. On November 10, 2004, the
      name
      of the Company was changed to Agent 155 Media Group, Inc. On May 5, 2006, the
      Company’s name was changed to Cavico Corp.




During
      2007 and 2006, we acquired Cavico Vietnam Joint Stock Company, a corporation
      organized under the laws of Vietnam (“Cavico Vietnam”) as our wholly owned
      subsidiary. As a result of legal restrictions on the foreign ownership of
      Vietnamese entities imposed by the Vietnamese government, the acquisition of
      Cavico Vietnam occurred in multiple steps, as follows:





·
            On
                April 18, 2006, we entered into an asset purchase agreement with
                Cavico
                Vietnam. Under the terms of the agreement, Cavico purchased all of
                the
                assets of Cavico Vietnam in consideration for the issuance to Cavico
                Vietnam of 79,000,000 shares of our common stock. Cavico Vietnam
                subsequently transferred 60,062,200 of these shares to the former
                shareholders of Cavico Vietnam in return for their shares of Cavico
                Vietnam stock. An additional 18,937,800 shares were deposited into a
                Cavico Vietnam bonus plan for that entity’s management, of
                which 4,937,800 shares were distributed to management in
                2006.




19





·
            Following
                our purchase of the Cavico Vietnam assets, and pending the grant
                of the
                requisite approval of the acquisition of Cavico Vietnam by a Vietnamese
                government agency as required under Vietnamese law, Cavico Vietnam
                continued to use the assets subject to our control. Government approval
                of
                the acquisition of Cavico Vietnam was granted in January 2007. Following
                the grant of this approval and our subsequent acquisition of Cavico
                Vietnam to become our wholly-owned subsidiary, all assets previously
                purchased from Cavico Vietnam by the Company in April 2006 were
                transferred back to Cavico Vietnam. Also, at that time, Cavico Vietnam
                changed its name to Cavico Vietnam Company
                Limited.





The
      transaction was accounted for as a reverse acquisition under the purchase method
      of accounting since the shareholders of Cavico Vietnam obtained control of
      the
      consolidated entity. Accordingly, the merger of the two companies is recorded
      as
      a recapitalization of Agent 155 Media Group, Inc., with Cavico Vietnam being
      treated as the continuing entity. The historical financial statements to be
      presented are those of Cavico Vietnam, our wholly-owned subsidiary.





**Critical
      Accounting Policies**





*Principles
      of Consolidation*





Our
      consolidated financial statements include the accounts of our direct and
      indirect subsidiaries. All significant intercompany accounts and transactions
      have been eliminated.





*Estimates*





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States 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 of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period. Such estimates may be materially different from actual financial
      results. Significant estimates include the recoverability of long-lived assets
      and the collectibility of accounts receivable.





*Cash
      and Cash Equivalents*




For
      purposes of the statement of cash flows, the Company considers all cash and
      highly liquid investments with initial maturities of three months or less to
      be
      cash equivalents.




*Investment
      in Marketable Securities*





Investments
      with original maturities of less than 90 days are considered cash equivalents,
      and all other investments are classified as short-term investments.





*Inventories*




Inventories
      are stated at the weighted-average method. Market value for raw materials is
      based on replacement cost and for work-in-process on net realizable
      value.




*Accounts
      Receivable*




We
      grant
      credit to customers within Vietnam and do not require collateral. Our ability
      to
      collect receivables is affected by economic fluctuations in the geographic
      areas
      and industries that we serve. Our main customers were project management units
      established by Electricity of Vietnam, which accounts for 64.83% of all accounts
      receivable. Reserves for un-collectable amounts are provided, based on past
      experience and a specific analysis of the accounts, which management believes
      are sufficient.




*Property
      and Equipment*




Property
      and equipment, including renewals and betterments, are stated at cost. Assets
      held under capital leases are recorded at lease inception at the lower of the
      present value of the minimum lease payments or the fair market value of the
      related assets. We follow the practice of capitalizing property and equipment
      purchased over $600.   The cost of ordinary maintenance and repairs is
      charged to operations while renewals and replacements are capitalized.
      Depreciation and amortization are computed on the straight-line method over
      the
      following estimated useful lives of the related assets, which range from two
      to
      twenty five years.




20




*Construction
      in Progress*




Construction
      in progress is stated at cost, which includes the cost of construction and
      other
      direct costs attributable to the construction. No provision for depreciation
      is
      made on construction in progress until such time as the relevant assets are
      completed and put into use. Construction in progress at December 31, 2007,
      represents land costs, infrastructure and building expenditures.




*Long-Lived
      Assets*




Our
      management assesses the recoverability of its long-lived assets by determining
      whether the depreciation and amortization of long-lived assets over their
      remaining lives can be recovered through projected undiscounted future cash
      flows. The amount of long-lived asset impairment if any, is measured based
      on
      fair value and is charged to operations in the period in which long lived assets
      impairment is determined by management.




*Fair
      Value of Financial Instruments*




The
      carrying amount of cash, cash equivalents, investment securities, notes payable,
      accounts receivable, accounts payable and accrued expenses are considered to
      be
      representative of their respective fair values because of the short-term nature
      of these financial instruments. The carrying amount of the notes payable and
      long-term debt are reasonable estimates of fair value as the loans bear interest
      based on market rates currently available for debt with similar
      terms.




*Revenue
      Recognition*





Revenue
      from product and services are recognized at the time goods are shipped or
      services are provided and accepted by the customer, with an appropriate
      provision for returns and allowances.





We
      recognize revenues from construction contract, which includes engineering,
      using
      the percentage-of-completion method, based primarily on contract costs incurred
      to date compared with total estimated contracted costs. Customer-furnished
      materials, labor, and equipment, and in certain cases subcontractor materials,
      labor, and equipment are included in revenues and cost of revenue when
      management believes that we are responsible for the ultimate acceptability
      of
      the project. Contracts are not segmented between types of services such as
      engineering and construction, and accordingly, gross margin is recognized under
      construction services.




Changes
      to total estimated contract cost or losses, if any, are recognized in the period
      in which they are determined. Claims against customers are recognized as revenue
      upon settlement. Revenues are recognized in excess of amounts billed are
      classified as current assets under contract work-in-progress. Amounts billed
      to
      clients in excess of revenues recognized to date are classified as current
      liabilities under advance billing on contracts.





*Other
      Comprehensive Income*





We
      have
      adopted Financial Accounting Standards Board Statement No. 130, “Reporting
      Comprehensive Income” (SFAS 130). SFAS 130 requires reporting and displaying
      comprehensive income and its components in a full set of general-purpose
      financial statement.





*Foreign
      Currency Translation*





We
      account for translation of foreign currency in accordance with Statement of
      Financial Accounting Standards No. 52 “Foreign Currency
      Translation.”




21


**Results
      of Operations**





*Results
      of Operations for the year ended December 31, 2007 compared to the year ended
      December 31, 2006.*





Revenue





We
      generated $37,850,606 in revenue during the year ended December 31, 2007
      compared to $24,079,427 during the year ended December 31, 2006, mostly from
      construction and mining projects. Company’s revenue from mining construction
      decreased by $851,001 or 16% to $4,322,471 for the year ending December 31,
      2007
      from $5,173,472 for the year ending December 31, 2006. This was due principally
      to a reduction in mining activity in the Nui beo mine and the redeployment
      of
      some of our equipment from that mine to other civil engineering projects
      (primarily new hydro power construction projects resulting in higher revenues)
      based on the Company’s expectation that the size of that project would decrease
      at the annual rate of 10% to 20% as stipulated in the agreement with the owner
      of the mine. The Company’s revenue from civil construction increased by
      $14,684,284 or 87% to $31,493,768 for the year ending December 31, 2007 from
      $16,809,484 for the year ending December 31, 2006. This is due to an increase
      in
      hydro power construction projects of $9,773,297 and revenue increase from civil
      construction of Cavico Energy (a new subsidiary) of $4,910,987. The Company’s
      revenue from other operations (leasing machinery and equipment, selling
      materials) decreased by $62,104 or 3% to $2,034,367 for the year ending December
      31, 2007 from $2,096,471 for the year ending December 31, 2006.





Cost
      of production





Costs
      of
      Goods sold were $30,775,604 and $21,553,726 for the year ended December 31,
      2007, and 2006, respectively. Cost of Goods sold includes capitalization of
      interest expenses of $3,045,638 and $1,200,969 for the year ended December
      31,
      2007 and 2006, respectively. The increase in capitalization of interest was
      due
      to new loans added in 2007.





Cost
      of
      Goods sold (without capitalization of interest expenses) increased by $7,377,009
      or 36% to $27,729,766 for the year ending December 31, 2007 from $20,352,757
      for
      the year ending December 31, 2006. Cost of Goods sold excluding capitalization
      of interest expenses as a percentage of sales decreases by 11% to 73% for the
      year ended December 31, 2007 from 84% of sales for the year ended December
      31,
      2006.





Company’s
      cost of production from mining construction for the year ended December 31,
      2007
      was $2,682,428, of which as a percentage of sales decreased by 26% to 62% for
      the year ended December 31, 2007 from 88% of sales for the year ended December
      31, 2006. Company’s cost of production from civil construction for the year
      ended December 31, 2007 was $25,578,389, of which as a percentage of sales
      decreases by 9% to 75% for the year ended December 31, 2007 from 84% of sales
      for the year ended December 31, 2006. The decrease of cost of production from
      mining construction and civil construction as a percentage of sales was due
      to
      the improvement in efficiency of machinery and equipment. Company’s cost of
      production from other operations (i.e. leasing machinery and equipment, selling
      materials) for the year ended December 31, 2007 was $1,468,949, of which as
      a
      percentage of sales decreased by 9% to 72% for the year ended December 31,
      2007
      from 81% for the year ended December 31, 2006.





Gross
      Profit





The
      gross
      profit for the year ended December 31, 2007 was $7,075,001 or 19% of sales
      compared to $2,525,701 or 10% of sales for the year ended December 31, 2006.
      The
      increase in gross profit is due to an increase in sales by $13,771,179 in
      comparison to increase in cost of goods sold by $9,221,878 as described
      above.





Operating
      expenses





The
      company’s general and administration cost in 2007 was $4,414,382, compared to
      general and administration cost in 2006 of $2,720,071 with an increase of
      $1,694,311. The increase in general and administration cost was mainly resulted
      from our restructure of the whole system from Cavico Corp to the subsidiaries.
      In which:





·
            Rent
                expenses increased by $144,015 to $364,148 for the year ended December
                31,
                2007 from $220,133 for the year ended December 31,
                2006.·
            Payroll
                expenses increased by $683,446 to $1,627,870 for the year ended December
                31, 2007 from $944,425 for the year ended December 31,
                2006.·
            Other
                administration cost of Cavico Energy (a new subsidiary) of $166,013
                was
                added for the year ended December 31, 2007.·
            Other
                administration cost of other subsidiaries increased by $400,837 to
                $1,956,350 for the year ended December 31, 2007 from $1,555,513 for
                the
                year ended December 31, 2006.




22


We
      believe that the Company’s restructuring will lead to greater efficiencies in
      production and management transparency. In addition, it will facilitate raising
      additional funds in connection with discrete projects, and enhance strategic
      partnering. We believe that as a result of these greater efficiencies, we will
      be able to reduce our expenses, which is expected to result in improved results
      of operations. However, to the extent that the restructuring results in our
      retaining minority interests in some of the subsidiaries only, the financial
      results of those subsidiaries may not be included in our results of our
      operations on a consolidated basis.





Other
      Income (expenses)





Other
      income (expenses) increased by $6,931,479 to $7,956,009 for the year ended
      December 31, 2007 from $1,024,530 for the year ended December 31, 2006. Other
      income includes gain from disposal of fixed assets and leased machinery of
      $119,986 for the year ended December 31, 2007 compared to $95,281 in 2006..
      Other income also includes gain on sale of marketable securities of $9,684,686
      for the year ended December 31, 2007 compared to $2,779,063 in 2006.We sold
      1,897,985 shares of common stock of Habubank during the year ended December
      31,
      2007 and received $7,073,823 with a profit of $5,065,028. We sold shares of
      common stock of six subsidiaries to reduce the ownership in these entities
      from
      100% to a range of 49% to 72% during the year ended December 31, 2007 and
      received $8,419,607 with a profit of $3,543,201. We sold 538,370 shares of
      common stock of Cavico Mining to reduce the ownership in this entity from 50
      %
      to 39% and received $1,563,752 with a profit of $627,533. Income from sales
      of
      our investment at other subsidiaries was $448,924. The interest income during
      the year ended December 31, 2007 was $1,046,394 compared to $975,352 in
      2006.





Interest
      expenses excluding capitalized interest decreased by $306,654 to $2,926,198
      for
      the year ended December 31, 2007 from $3,232,852 for the year ended December
      31,
      2006.





Net
      Income





The
      Company had net income of $6,806,632 for the year ended December 31, 2007,
      compared to $446,828 for the year ended December 31, 2006. The increase of
      $6,359,804 was mainly due to the increase of $6,905,623 in gain on sale of
      marketable securities and increase in income from operation of $2,796,643.
      The
      increase in income was reduced by mainly increase in income tax of $2,683,951.
      The net income per share for the year ended December 31, 2007 was $0.05 compared
      to $0.01 for the year period ended December 31, 2006.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2007, the Company had $1,412,201 in cash, accounts receivable
      of
      $22,658,533, an inventory of $28,300,733 and net fixed assets of $24,855,535.
      Our current accounts receivable was increased by $12,529,601 from the prior
      year
      end. Our accounts receivable increase was due to an increase in sales from
      completed projects and added receivable from Cavico Energy, which was newly
      acquired in 2007, of $2,765,199. Our inventory for the current year was
      increased by $10,167,736 from the prior year end. Our inventory increase was
      due
      to an increase in work in progress from new projects and inventory of $3,693,322
      added from Cavico Energy, a new subsidiary acquired in 2007. The Company's
      total
      current liabilities as of December 31, 2007 were $67,318,832 which was increased
      by $14,154,272 from the prior year end.., The current liabilities were
      represented mainly accounts payable of $8,125,390, accrued expenses of
      $6,349,801, advances from customers of $5,485,539, and short term loans of
      $37,430,773. The amount of advances from customers was increased mainly due
      to A Luoi HP project for which we received approximately $5.46 million from
      the
      customer. Short-term loans were increased by $5,382,159 from the prior year
      end.
      This increase is mainly due to the added loans of $2,894,583 for Cavico Energy.
      At December 31, 2007, the Company's current liabilities exceeded current assets
      by $13,234,397.





**Cash
      flows**





The
      Company used cash of $3,985,229 in operating activities for the year ended
      December 31, 2007 while generated cash of $1,608,064 from operating activities
      for the year ended December 31, 2006. The major reasons are slow payments
      received from customers and increase in inventory to meet demands from
      construction projects.




In
      investing activities, the Company used net cash of $5,539,509 for the year
      ended
      December 31, 2007 in purchase of property, equipment and investments in other
      entities. The Company spent $8,641,203 for the purchase of fixed assets, which
      primary include for the purchase of vehicles, equipment and machinery amounting
      $9,367,374 and receipt of $726,171 from disposal of fixed assets. Also, the
      Company’s investments in other entities during the year 2007 increased by
      $12,054,906 and proceeds from sales of investment were$15,121,687. During the
      year ended December 31, 2006, the Company used cash of $6,856,555 in investing
      activities, such as procurement of property and equipment totaling $6,209,451and
      investment in other entities totaling $3,426,167 and received $2,779,063from
      sale of investment.





During
      the year ended December 31, 2007, the Company generated cash flows of
      $10,181,815 from financing activities, which included $9,116,721 from common
      shares issued, and $69,658,131 from loan proceeds and repayments for loans
      of
      $68,481,879. During the year ended December 31, 2006, the Company generated
      cash
      flows of $5,100,702 from financing activities including $42,064,934 in payments
      of loans and $46,851,772 from loan proceeds.




23




The
      Company generated net income of $6,806,632 and $446,828 for the year ended
      December 31, 2007 and 2006, respectively.




We
      intend
      to meet our liquidity requirements, including capital expenditures related
      to
      the purchase of equipment, purchase of materials, and the expansion of our
      business, through cash flow provided by operations and funds raised through
      cash
      investments. We may also use short term loans bank loans to meet our liquidity
      requirements. There is no assurance, however, that without funds we will
      ultimately be able to carry out our business.





During
      2007, we sold a portion of ownership for some of our subsidiaries to raise
      funds
      for expanded operations. We believe that the restructuring of our business
      and
      availability of marketable securities is sufficient to meet our immediate
      operational needs.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.




24




**ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





The
      following discussion about Cavico Corp’s market risk involves forward-looking
      statements. Actual results could differ materially from those projected in
      the
      forward-looking statements.





**Currency
      Fluctuations and Foreign Currency Risk**





Substantially
      all of our operations are conducted in Vietnam.  All of our sales and
      purchases are conducted in Vietnamese Dong, which is the official currency
      of
      Vietnam.  As a result, the effect of the fluctuations of exchange
      rates is considered minimal to our business operations.





Substantially
      all of our revenues and expenses are denominated in Dong.  However, we
      use the United States dollar for financial reporting
      purposes.   Exchange rate fluctuations may adversely affect the
      value, in U.S. dollar terms, of our net assets and income derived from its
      operations in Vietnam.





**Interest
      Rate Risk**





We
      do not
      have significant interest rate risk, as most of our debt obligations are
      primarily short-term in nature, with fixed interest rates.





**Credit
      Risk**





We
      have
      not experienced significant credit risk, as our major customers are government
      related and have good payment records.  Our receivables are monitored
      regularly by our credit managers.




25




**ITEM
      8.** **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**





**CAVICO
      CORP. AND SUBSIDIARIES**


**FINANCIAL
      STATEMENTS**


**December
      31, 2007 and 2006**





**Contents**





Page**Report
                of Independent Registered Public Accounting Firm**
            
            
            F-1**Financial
                Statements:**Consolidated
                Balance Sheet as of December 31, 2007 and 2006
            
            
            F-2Consolidated
                Statements of Operations for Years Ended December 31, 2007 and
                2006
            
            
            F-3Consolidated
                Statements of changes in Shareholder’s Equity (Deficit) and other
                comprehensive income (loss) for the Years Ended December 31, 2007
                and
                2006
            
            
            F-4Consolidated
                Statements of Cash Flows Years Ended December 31, 2007 and
                2006
            
            
            F-5Notes
                to Financial Statements
            
            
            F-6
                - F-19









***JASPERS
      + HALL, PC***




*CERTIFIED
      PUBLIC ACCOUNTANTS*


***9175
      Kenyon Avenue, Suite 100***


**Denver,
      CO 80237**


***303-796-0099***





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors


Cavico
      Corp. and Subsidiaries





We
      have
      audited the accompanying consolidated balance sheet of Cavico Corp. and
      Subsidiaries (“the Company”) as of December 31, 2007 and 2006, and the related
      consolidated statements of operations, cash flows, and changes in stockholders’
equity for the years then ended. These consolidated financial statements are
      the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these consolidated 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 audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our 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 also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Cavico Corp.
      and Subsidiaries at December 31, 2007 and 2006, and the results of its
      operations and its cash flows for the years then ended in conformity with
      accounting principles generally accepted in the United States.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As described in Note 1 to the
      consolidated financial statements, the Company has an accumulated deficit from
      operations and a net deficiency in working capital that raises doubts about
      the
      Company’s ability to continue as a going concern. Management’s plans in regard
      to these matters are described in Note 1. The financial statements do not
      include any adjustments that might result from the outcome of this uncertainty.





March
      14,
      2008





/s/
      Jaspers + Hall, PC




F-1





CAVICO
                CORP. AND SUBSIDIARIESConsolidated
                Balance SheetsDecember
                31, 2007 AND 2006





**2007**
            
            **2006****ASSETS****Current
                Assets:**Cash
            
            $
            1,412,201
            
            $
            716,901Accounts
                receivable, net
            
            
            22,658,533
            
            
            10,128,932Inventory
            
            
            28,300,733
            
            
            18,132,997Other
                current assets
            
            
            1,712,968
            
            
            908,251Total
                Current Assets
            
            
            54,084,435
            
            
            29,887,081**Fixed
                Assets:**Construction
                in progress
            
            
            3,195,654
            
            
            2,021,172Temporary
                housing assets
            
            
            432,460
            
            
            550,983Machinery
                and equipment
            
            
            20,671,611
            
            
            13,848,607Vehicles
            
            
            12,666,344
            
            
            8,677,747Office
                equipment
            
            
            687,092
            
            
            490,05437,653,161
            
            
            25,588,563Less
                accumulated depreciation
            
            
            (12,797,626
            )
            
            (8,580,393
            )Net
                Fixed Assets
            
            
            24,855,535
            
            
            17,008,170Investments:
                held for resale
            
            
            11,228,489
            
            
            4,979,977**Other
                Assets:**Prepaid
                expenses
            
            
            2,832,230
            
            
            893,751Other
                receivables
            
            
            5,433
            
            
            4,772Total
                Other Assets
            
            
            2,837,663
            
            
            898,523**TOTAL
                ASSETS**
            
            $
            93,006,122
            
            $
            52,773,751**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                Liabilities:**Accounts
                payable
            
            $
            10,722,479
            
            $
            10,845,794Accrued
                expenses
            
            
            6,349,801
            
            
            2,724,276Advances
                from customers
            
            
            5,485,539
            
            
            1,130,357Payable
                to employees
            
            
            2,412,672
            
            
            2,364,326Short-term
                notes
            
            
            36,978,572
            
            
            30,298,858Notes
                payable - current portion
            
            
            4,892,604
            
            
            3,926,719Notes
                payable - related parties
            
            
            452,201
            
            
            1,749,756Current
                portion of capital lease
            
            
            24,964
            
            
            124,474Total
                Current Liabilities
            
            
            67,318,832
            
            
            53,164,560**Long-Term
                Debt:**Capital
                lease - long-term
            
            
            39,243
            
            
            41,708Long-term
                debt
            
            
            8,618,401
            
            
            7,581,033Total
                Long-Term Debt
            
            
            8,657,643
            
            
            7,622,741**TOTAL
                LIABILITIES**
            
            
            75,976,475
            
            
            60,787,301Minority
                interest in subsidiary
            
            
            9,246,458
            
            
            1,070,388**Stockholders'
                Equity (Deficit):**Preferred
                stock: $.001 par value - Class B, 100,000,000 authorized, none issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock, $.001 par value; 300,000,000 shares authorized; 130,847,693
                and
                95,392,282 shares issued and outstanding, respectively
            
            
            130,848
            
            
            95,392Shares
                committed to be issued
            
            
            100,284
            
            
            100,000Additional
                paid-in capital
            
            
            13,007,031
            
            
            3,926,050Subscription
                receivable
            
            
            -
            
            
            (15,000
            )Accumulated
                deficit
            
            
            (6,038,484
            )
            
            (12,945,137
            )Other
                comprehensive income (loss)
            
            
            583,509
            
            
            (245,243
            )Total
                Stockholders' Equity (Deficit)
            
            
            7,783,189
            
            
            (9,083,938
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
            
            $
            93,006,122
            
            $
            52,773,751




The
      accompanying notes are an integral part of these financial
      statements.




F-2





CAVICO
                CORP. AND SUBSIDIARIESConsolidated
                Statements of OperationsFor
                the Years Ended December 31, 2007 and
                2006


**2007**
              
              **2006**Sales
              
              $
              37,850,606
              
              $
              24,079,427Cost
                  of Goods Sold
              
              
              30,775,604
              
              
              21,553,726Gross
                  Profit
              
              
              7,075,001
              
              
              2,525,701Operating
                  Expenses:Selling
                  expenses
              
              
              82,703
              
              
              24,357General
                  & administrative expenses
              
              
              4,414,382
              
              
              2,720,0714,497,085
              
              
              2,744,428Net
                  Income(Loss) from operations
              
              
              2,577,916
              
              
              (218,727
              )Other
                  Income (Expenses):Gain
                  on disposal of assets
              
              
              119,986
              
              
              95,281Other
                  income
              
              
              31,141
              
              
              407,686Gain
                  on sales of marketable securities
              
              
              9,684,686
              
              
              2,779,063Interest
                  income
              
              
              1,046,394
              
              
              975,352Interest
                  expense
              
              
              (2,926,198
              )
              
              (3,232,852
              )7,956,009
              
              
              1,024,530Income
                  before income taxes and minority interest
              
              
              10,533,925
              
              
              805,803Income
                  taxes
              
              
              (2,941,959
              )
              
              (258,008
              )Income
                  before minority interest
              
              
              7,591,967
              
              
              547,795Minority
                  interest in income of subsidiary
              
              
              (785,335
              )
              
              (100,967
              )Net
                  Income
              
              $
              6,806,632
              
              $
              446,828Basic
                  and diluted shares outstanding
              
              
              129,358,134
              
              
              79,060,529Net
                  Income per common share
              
              $
              0.05
              
              $
              0.01




The
      accompanying notes are an integral part of these financial
      statements.




F-3




**CAVICO
      CORP. AND SUBSIDIARIES**


**Consolidated
      Statement of Stockholders’ Equity**


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




Shares
              
              AdditionalCommon
                  Stock
              
              to
                  be
              
              Paid-in
              
              Subscription
              
              Accumulated
              
              Comprehensive
              
              TotalShares
              
              Amount
              
              issued
              
              Capital
              
              Receivable
              
              Deficit
              
              Income
              
              Equity**Balance,
                  December 31, 2005**
              
              
              30,954,100
              
              $
              30,954
              
              $
              -
              
              $
              2,054,235
              
              $
              -
              
              $
              (12,100,894
              )
              $
              (529,325
              )
              $
              (10,545,030
              )Dividends
                  declared
              
              
              23,201,118
              
              
              28,740
              
              
              -
              
              
              1,262,331
              
              
              -
              
              
              (1,291,071
              )
              
              -
              
              
              -Reverse
                  merger acquisition - Cavico Corp
              
              
              282,282
              
              
              282
              
              
              -
              
              
              18,656
              
              
              -
              
              
              -
              
              
              -
              
              
              18,938Unrealized
                  gain on securities available for sale
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              410,727
              
              
              410,727Foreign
                  currency adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (126,645
              )
              
              (126,645
              )Shares
                  issued for cash
              
              
              13,156,982
              
              
              7,608
              
              
              -
              
              
              480,648
              
              
              (15,000
              )
              
              -
              
              
              -
              
              
              473,256Shares
                  issued for services
              
              
              8,860,000
              
              
              8,860
              
              
              -
              
              
              79,740
              
              
              -
              
              
              -
              
              
              -
              
              
              88,600Shares
                  issued to management
              
              
              14,000,000
              
              
              14,000
              
              
              -
              
              
              (14,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Shares
                  issued to officers/employees
              
              
              4,937,800
              
              
              4,938
              
              
              -
              
              
              44,440
              
              
              -
              
              
              -
              
              
              -
              
              
              49,378Shares
                  to be issued
              
              
              -
              
              
              -
              
              
              100,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              446,828
              
              
              -
              
              
              446,828**Balance,
                  December 31, 2006**
              
              
              95,392,282
              
              
              95,392
              
              
              100,000
              
              
              3,926,050
              
              
              (15,000
              )
              
              (12,945,137
              )
              
              (245,243
              )
              
              (9,083,938
              )Shares
                  issued for cash
              
              
              35,740,000
              
              
              35,740
              
              
              -
              
              
              9,080,981
              
              
              -
              
              
              -
              
              
              -
              
              
              9,116,721Shares
                  returned and to be issued
              
              
              (284,589
              )
              
              (284
              )
              
              284
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Foreign
                  currency adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              38,223
              
              
              38,223Unrealized
                  gain on securities available for sale
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              790,529
              
              
              790,529Acquisition
                  of Cavico Energy
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              100,021
              
              
              -
              
              
              100,021Cash
                  received on subscription receivables
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              15,000
              
              
              
              
              
              
              
              
              15,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,806,632
              
              
              -
              
              
              6,806,632**Balance,
                  December 31, 2007**
              
              
              130,847,693
              
              $
              130,848
              
              $
              100,284
              
              $
              13,007,031
              
              $
              -
              
              $
              (6,038,484
              )
              $
              583,509
              
              $
              7,783,189




The
      accompanying notes are an integral part of these financial
      statements.





F-4





CAVICO
                CORP. AND SUBSIDIARIESConsolidated
                Statements of Cash FlowsFor
                the years ended December 31, 2007 and
                2006


**2007**
              
              **2006****Cash
                  Flows From Operating Activities:**Net
                  income
              
              $
              6,806,632
              
              $
              446,828****Adjustments to reconcile net income to net cash provided by (used
                  in)
                  operating activities:Depreciation
                  and amortization
              
              
              4,661,372
              
              
              4,663,558Change
                  in provisions
              
              
              (270,752
              )
              
              -Gain
                  on disposal of assets
              
              
              (119,986
              )
              
              (95,282
              )Gain
                  on sale of marketable securities
              
              
              (9,684,686
              )
              
              (2,779,063
              )Minority
                  interests in net income
              
              
              785,335
              
              
              100,967Stock
                  issued for services
              
              
              -
              
              
              237,978Changes
                  in assets and liabilities:Increase
                  in accounts receivable and other current assets
              
              
              (10,275,363
              )
              
              (89,334
              )Increase
                  in inventory
              
              
              (7,437,271
              )
              
              (5,418,465
              )Increase
                  in other assets
              
              
              (1,792,742
              )
              
              (726,164
              )Increase
                  in accounts payables and accrued expenses
              
              
              7,043,715
              
              
              4,297,620Increase
                  in minority interest
              
              
              6,298,517
              
              
              969,421Total
                  adjustments
              
              
              (10,791,861
              )
              
              1,161,236Net
                  Cash Provided by (Used in) Operating Activities
              
              
              (3,985,229
              )
              
              1,608,064**Cash
                  Flows from Investing Activities:**Purchase
                  of property and equipment
              
              
              (8,641,203
              )
              
              (6,209,451
              )Cash
                  brought in at acquisition of a subsidiary
              
              
              34,913
              
              
              -Increase
                  of investments in other entities
              
              
              (12,054,906
              )
              
              (3,426,167
              )Proceeds
                  from sales of investments
              
              
              15,121,687
              
              
              2,779,063Net
                  Cash Used in Investing Activities
              
              
              (5,539,509
              )
              
              (6,856,555
              )**Cash
                  Flow From Financing Activities:**Proceeds
                  from shares issued
              
              
              9,116,721
              
              
              473,266Proceeds
                  from subscription receivables
              
              
              15,000
              
              
              -Proceeds
                  from notes
              
              
              66,423,183
              
              
              43,852,662Proceeds
                  from notes - related parties
              
              
              3,234,948
              
              
              2,999,110Payments
                  of notes
              
              
              (63,949,376
              )
              
              (39,925,939
              )Payments
                  of notes - related parties
              
              
              (4,532,503
              )
              
              (2,138,995
              )Payments
                  of capital leases
              
              
              (126,158
              )
              
              (159,402
              )Net
                  Cash Provided By Financing Activities
              
              
              10,181,815
              
              
              5,100,702Increase
                  (Decrease) in Cash
              
              
              657,077
              
              
              (147,789
              )Effect
                  of foreign currency translation
              
              
              38,223
              
              
              (126,645
              )Cash
                  at Beginning of period
              
              
              716,901
              
              
              991,335**Cash
                  at End of period**
              
              $
              1,412,201
              
              $
              716,901Supplemental
                  Cash Flow Information:Interest
                  paid
              
              $
              5,417,369
              
              $
              4,983,149Taxes
                  paid
              
              $
              500,366
              
              $
              375,629




The
      accompanying notes are an integral part of these financial
      statements.




F-5




**CAVICO
      CORP. AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


December
      31, 2007 and 2006





**Notes
      1-**  **GENERAL**




**The
      Company**




Cavico
      Corp and Subsidiaries, (aka **-** Agent
      155 Media Group, Inc.) (the Company) was organized as a Delaware corporation
      on
      September 13, 2004, to engage in any lawful act or activity for which
      corporations may be organized. At the time of incorporation, the Company was
      named Laminaire Corp. and in December 2004 the name was changed to Agent 155
      Media Group, Inc. In April 2006, the Company entered into an “Asset Purchase
      Agreement” with Cavico Vietnam Joint Stock Company, a joint stock company duly
      organized and existing under the laws of Socialist Republic of Vietnam. Under
      this purchase agreement, Agent 155, the buyer, transferred 79,000,000 shares
      of
      the Company’s common shares for all assets and liabilities of Cavico Vietnam
      Joint Stock Company (“CVJSC”) following a 300-to-1 reverse stock split of Agent
      155 common stock. On May 18, 2006, following the consummation of the Asset
      Purchase Agreement, the name of the Company was changed to Cavico
      Corp.




The
      merger of Agent 155 Media Group, Inc. with “CVJSC” was accounted for as a
      reverse acquisition under the purchase method of accounting since the
      shareholders of “CVJSC” obtained control of the consolidated entity (the
      "Company"). Accordingly, the merger of the two companies is recorded as a
      recapitalization of Agent 155 Media Group, Inc., with “CVJSC” being treated as
      the continuing entity. The historical financial statements to be presented
      are
      those of “CVJSC”.




Cavico
      Vietnam Joint Stock Company in Hanoi, Vietnam. **** Construction and Investment Vietnam Joint Stock Company’s main operations
      include the following: constructing power projects up to 35KV, shoveling mine
      soil and stone, constructing transport and irrigation works, industrial and
      civil construction, leasing machines and equipment, trading production and
      consumption materials, machines and equipment for construction, transport,
      irrigation, and power projects installation.





**Going
      Concern**




The
      financial statements have been prepared on a going concern basis, which
      contemplates continuity of operations, realization of assets and liquidation
      of
      liabilities in the normal course of business. At December 31, 2007, the Company
      has an accumulated deficit of $6,038,484 and has a working capital deficit
      of
      $13,234,397. The ability of the Company to operate as a going concern is
      dependent upon its ability (1) to obtain sufficient debt and/or equity capital
      and/or (2) cut operating costs such that the Company can operate until such
      time
      that it resumes generating positive cash flow from operations.





Management
      is taking following steps to address this situation: (a) reducing operating
      costs, (b) negotiating to replace the line of credits with an agreement more
      attractive terms and expand borrowing capacity; (c) raising equity capital
      on
      reasonable terms.





The
      future success of the Company is likely dependent on its ability to obtain
      additional capital to support growth and ultimately, upon its ability to attain
      future profitable operations. There can be no assurance that the Company will
      be
      successful in obtaining such financing, or that it will attain positive cash
      flow from operations. The successful outcome of these or any future activities
      cannot be determined at this time and there is no assurance that if achieved,
      the Company will have sufficient funds to execute their business plans or
      generate positive operating results. The consolidated financial statements
      do
      not include any adjustments relating to the recoverability and classification
      of
      asset carrying amounts or the amount and classification of liabilities that
      might result should the Company be unable to continue as a going
      concern.





**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the parent company
      and
      its subsidiaries: Cavico Vietnam Ltd, Cavico Bridge and Underground JSC, Cavico
      Mining and Construction JSC, Cavico Construction Trading JSC, Cavico
      Infrastructure Construction JSC, Cavico Power and Resources JSC, Cavico
      Transportation JSC, Cavico Hydropower Construction JSC and Energy Construction
      JSC. All significant intercompany accounts and transactions have been
      eliminated.





F-6




**NOTE
      2-**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES:**





**Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States 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 of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period. Such estimates may be materially different from actual financial
      results. Significant estimates include the recoverability of long-lived assets
      and the collectibility of accounts receivable.




**Cash
      and Cash Equivalents**




The
      Company maintains the majority of its cash accounts at a commercial bank and
      cash on hand. The total cash balance is insured by the state bank of Vietnam.
      For purposes of the statement of cash flows, the Company considers all cash
      and
      highly liquid investments with initial maturities of three months or less to
      be
      cash equivalents.




**Investment
      in Marketable Securities**





Investments
      with original maturities of less than 90 days are considered cash equivalents,
      and all other investments are classified as short-term investments. Management
      determines the appropriate classification of investments at the time of purchase
      and reevaluates such designation as of each balance sheet date. Marketable
      securities that are bought and held principally for the purpose of selling
      them
      in the near term are classified as trading securities and are reported at fair
      value, with unrealized gains and losses recognized in earnings.
      Available-for-sale investments are stated at fair value with net unrealized
      gains or losses reported in stockholders’ equity. Investments classified as
      held-to-maturity are carried at amortized cost in the absence of any other
      than
      temporary decline in value. Realized gains and losses, and declines in value
      judged to be other than temporary are included in interest income. The cost
      of
      securities sold is computed using the specific identification
      method.




**Inventories**




Inventories
      are stated at the weighted-average method. Market value for raw materials is
      based on replacement cost and for work-in-process on net realizable
      value.




**Accounts
      Receivable**




The
      Company grants credit to customers within the Vietnam and does not require
      collateral. The Company’s ability to collect receivables is affected by economic
      fluctuations in the geographic areas and industries served by the Company.
      The
      Company’s main customers were project management units established by
      Electricity of Vietnam, which accounts for 64.83% of total accounts receivable. ****




Reserves
      for un-collectable amounts are provided, based on past experience and a specific
      analysis of the accounts, which management believes are sufficient. Although
      the
      Company expects to collect amounts due, actual collections may differ from
      the
      estimated amounts. As of December 31, 2007 and 2006, the Company had a reserve
      of $582,943 and $533,176 respectively.




**Property
      and Equipment**





Property
      and equipment, including renewals and betterments, are stated at cost. Assets
      held under capital leases are recorded at lease inception at the lower of the
      present value of the minimum lease payments or the fair market value of the
      related assets. The Company follows the practice of capitalizing property and
      equipment purchased over $600. The cost of ordinary maintenance and repairs
      is charged to operations while renewals and replacements are capitalized.
      Depreciation and amortization are computed on the straight-line method over
      the
      following estimated useful lives of the related assets, which range from two
      to
      twenty five years, and are as follows:





Temporary
                housing assets
            
            
            5
                yearsMachinery
                and Equipment
            
            
            5
                to 7 yearsVehicles
            
            
            3
                to 10 yearsOffice
                Equipment
            
            
            3-8
                years





F-7




NOTE
      2-SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES: Continued





Depreciation
      expense for the years ended December 31, 2007 and 2006 was $5,871,643 and
      $4,663,558 respectively.




The
      Company generated income from rental of vehicles. The vehicles on lease and
      held
      for leasing as of December 31, 2007 are as follows:


Equipment
              
              $
              141,355Vehicles
              
              
              105,721Less
                  accumulated depreciation
              
              
              (111,870
              )Net
              
              $
              135,206




The
      company and its subsidiaries did not have any rental revenue from non-cancelable
      leases.




Contingent
      rentals included in income for the year ended December 31, 2007 and 2006 are
      $47,177 and $9,029, respectively.




**Construction
      in Progress**




Construction
      in progress is stated at cost, which includes the cost of construction and
      other
      direct costs attributable to the construction. No provision for depreciation
      is
      made on construction in progress until such time as the relevant assets are
      completed and put into use. Construction in progress at December 31, 2007 and
      2006, represents land costs, infrastructure and building
      expenditures.





**Long-Lived
      Assets**





The
      Company’s management assesses the recoverability of its long-lived assets by
      determining whether the depreciation and amortization of long-lived assets
      over
      their remaining lives can be recovered through projected undiscounted future
      cash flows. The amount of long-lived asset impairment if any, is measured based
      on fair value and is charged to operations in the period in which long lived
      assets impairment is determined by management. At December 31, 2007 and 2006,
      the Company’s management believes there was no impairment of its long-lived
      assets. There can be no assurance however, that market conditions will not
      change or demand for the Company’s services will continue, which could result in
      impairment of long-lived assets in the future.




**Fair
      Value of Financial Instruments**




The
      carrying amount of cash, cash equivalents, investment securities, notes payable,
      accounts receivable, accounts payable and accrued expenses are considered to
      be
      representative of their respective fair values because of the short-term nature
      of these financial instruments. The carrying amount of the notes payable and
      long-term debt are reasonable estimates of fair value as the loans bear interest
      based on market rates currently available for debt with similar
      terms.





Income
      Taxes




The
      Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Under this method, deferred income taxes are recognized for the
      tax
      consequences in future years of differences between the tax bases of assets
      and
      liabilities and their financial reporting amounts at each period end based
      on
      enacted tax laws and statutory tax rates applicable to the periods in which
      the
      differences are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized





**Concentration
      of Credit Risk**





The
      Company invests its excess cash in government bonds and other highly liquid
      debt
      instrument of financial institutions and corporations with strong credit
      ratings. The Company has established guidelines relative to diversification
      and
      maturities to safely maintain an adequate level of liquidity.





F-8




NOTE
      2-SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES: Continued




**Revenue
      Recognition**





Revenue
      is recognized to the extent that it is probable and the revenue can be reliably
      measured. The following specific recognition criteria must be met before revenue
      is recognized:





*Sale
      of finished goods:* Sales
      revenue is recognized at the date when goods are delivered and accepted by
      the
      buyer, i.e. all significant risks and rewards relating to the ownership of
      the
      goods have been passed to the buyer.





*Rental
      income* :
      The
      Company recognizes the equipment rental income when earned during rental period
      based on contract terms and conditions. The lessee is responsible for all
      expenses relating to the rented equipment incurred during the rent
      period.





*Revenue
      from construction contract:* For all
      construction contracts, revenue from construction contract is recorded when
      the
      amount of work finished for each project has been certified by the customer’s
      site engineer and evidenced by a Hand-over Minute and Summary of amount , which
      describes the details of work performed, prepared by the Company’s project
      engineer. The customer has to verify the specification and quantum of work
      done
      and the rates per the contract and approves the bill based on the physical
      verification.





The
      Company recognizes revenues from construction contract, which includes
      engineering service, using the percentage-of-completion method, based primarily
      on contract costs incurred to date compared with total estimated contracted
      costs. Customer-furnished materials, labor, and equipment, and in certain cases
      subcontractor materials, labor, and equipment are included in revenues and
      cost
      of revenue when management believes that the Company is responsibility for
      the
      ultimate acceptability of the project.





Changes
      to total estimated contract cost or losses, if any, are recognized in the period
      in which they are determined. Construction contracts typically include a two
      to
      three year warranty period that is part of the construction contract. The
      purpose of the warranty is to remedy defects in construction service. Under
      the
      terms of the warranty, the contractor is required to remedy all defects
      resulting from the contractor’s work as well as certain consequential damages.
      The portion of revenue related to warranty ranges from 5% to 10% depending
      on
      each contract and is not recognized until the warranty period has expired.
      This
      warranty retention is kept by the customers until the end of warranty period.
      Based on the experience of the Company, the warranty costs do not exceed the
      retention amount. Revenues recognized in excess of amounts billed are classified
      as current assets under contract work-in-progress. Amounts billed to clients
      in
      excess of revenues recognized to date are classified as current liabilities
      under advance billing on contracts.





Changes
      in project performance and conditions, estimated profitability, and final
      contract settlements may result in future revisions to construction contract
      costs and revenue.





**Other
      Comprehensive Income**




The
      Company has adopted Financial Accounting Standards Board Statement No. 130,
      “Reporting Comprehensive Income” (SFAS 130). SFAS 130 requires reporting and
      displaying comprehensive income and its components in a full set of
      general-purpose financial statement. The Company’s unrealized gain of $38,223
      and unrealized loss of $126,645 for the years ended December 31, 2007 and 2006
      relates to the translation of financial statements from Vietnam Dong to US
      Dollars. The Company also recorded $790,529 and $410,727 unrealized gain on
      securities available for sale for the year ended December 31, 2007, and 2006,
      respectively.




**Foreign
      Currency Translation**




The
      Company accounts for translation of foreign currency in accordance with
      Statement of Financial Accounting Standards No. 52 “Foreign Currency
      Translation.”





**Earning
      (Loss) Per Share of Common Stock**




Net
      earning (loss) per share of common stock is computed by dividing the net loss
      by
      the weighted average number of shares of common stock outstanding during the
      period. Diluted loss per share is determined using the weighted average number
      of common shares outstanding during the period, adjusted for the dilutive effect
      of common stock equivalents, consisting of shares that might be issued upon
      exercise of common stock options. In periods where losses are reported, the
      weighted average number of common shares outstanding excludes common stock
      equivalents, because their inclusion would be anti-dilutive. There were no
      common stock equivalents during 2007 and 2006.




F-9





**NOTE
      3-**  **INVENTORY**





Inventories
      at December 31, 2007 and 2006 by major classification, were comprised of the
      following:


2007
              
              2006Material
                  and supplies
              
              $
              3,319,788
              
              $
              2,186,829Work
                  in progress
              
              
              26,474,440
              
              
              17,760,182Reserve
              
              
              (1,493,495
              )
              
              (1,814,014
              )Inventory
                  - net
              
              $
              28,300,733
              
              $
              18,132,997




**NOTE
      4-**  **INVESTMENTS**




The
      equity method of accounting is used when the company has a 20% to 50% interest
      in other entities. Under the equity method, original investments are recorded
      at
      cost and adjusted by the Company’s share of undistributed earnings or losses of
      these entities. Non-marketable investments in which the Company has less than
      a
      20% interest and in which it does not have the ability to exercise significant
      influence over the investee are initially recorded at cost and periodically
      reviewed for impairment. ****





The
      Company’s investments in companies that are accounted for on the cost method of
      accounting consist of the following:


2007
              
              20061.
                  Tour Zones Investment and Construction JSC
              
              $
              83,778
              
              $
              46,7582.
                  Energy Development and Investment JSC
              
              
              251,156
              
              
              194,2643.
                  Energy Construction JSC
              
              
              
              
              
              149,6264.
                  Mai Son Cement Joint Stock Company
              
              
              484,051
              
              
              56,1105.
                  Van Chan Hydropower Company
              
              
              31,029
              
              
              31,1726.
                  Ha Tay Investment and Development JSC
              
              
              14,894
              
              
              2,4947.
                  Businessman Culture Development JSC
              
              
              18,617
              
              
              12,4698.
                  Vietnam Media and Financial JSC
              
              
              100,118
              
              
              3,1179.
                  Cavico Tower
              
              
              823,675
              
              
              144,95010.
                  Cavico Construction Machine JSC
              
              
              15,51411.
                  VEC Tower JSC
              
              
              129,70112.
                  Agribank Insurance JSC
              
              
              248,23113.
                  Vietnam Industry Investment and Construction JSC
              
              
              620,05814.
                  Dong Duong Financial JSC
              
              
              5,58515.
                  Cavico PHI Cement JSC
              
              
              160,73016.
                  Nam Viet Investment and Consulting JSC
              
              
              93,08717.
                  Agromas II JSC
              
              
              62,05818.
                  Sao Mai - Ben Dinh Petroleum Investment JSC
              
              
              620,57819.
                  Cavico Industry and Technical Services JSC
              
              
              18,81320.
                  Luong Son International Tourism Investment JSC
              
              
              38,86221.
                  IDICO Industrial Zones Investment and Development JSC
              
              
              9,30922.
                  Vietravico JSC
              
              
              124,11623.
                  Cavico Thao Nguyen JSC
              
              
              9,30924.
                  IDICO Long Son Petroleum Industrial Zone JSC
              
              
              124,11625.
                  Cavico ManPower JSC
              
              
              49,61926.
                  Cavico Stone and Mineral JSC
              
              
              266,84927.
                  Nhan Tri JSC
              
              
              9,30928.
                  Minh Viet JSC
              
              
              46,54329.
                  Infrastructure Construction Material JSC
              
              
              2,172$
              3,903,877
              
              $
              640,960





F-10




**Marketable
      Securities**





Available-for-sale
      securities consisted of the following at December 31, 2007 and
      2006:


2007
              
              Accumulated**Common
                  Stock:**
              
              Number
                  ofshares
              
              Cost
              
              Fair
                  Value
              
              unrealized
                  gain/lossHabubank
                  Bank Stock
              
              
              2,488,896
              
              $
              3,696,829
              
              $
              3,696,829
              
              
              -Vinavico
              
              
              752,000
              
              
              1,099,451
              
              
              2,300,707
              
              
              1,201,256Vietnam
                  Power Development JSC
              
              
              100,000
              
              
              62,058
              
              
              62,058
              
              
              -Vietnam
                  Growth Investment Fund (VF2)
              
              
              2,000,000
              
              
              1,259,774
              
              
              1,259,774
              
              
              -Government
                  Bonds
              
              
              8,450
              
              
              5,244
              
              
              5,244
              
              
              -Total
                  Securities
              
              
              
              
              $
              6,123,356
              
              $
              7,324,612
              
              
              -


2006
              
              Accumulated**Common
                    Stock:**
              
              Number
                  ofshares
              
              Cost
              
              Fair
                  Value
              
              unrealized
                  gain/lossHabubank
                  Bank Stock
              
              
              2,303,750
              
              $
              1,951,761
              
              $
              1,951,761
              
              
              -Vinavico
              
              
              451,200
              
              
              635,697
              
              
              1,046,424
              
              
              410,727Vietnam
                  Power Development JSC
              
              
              100,000
              
              
              62,344
              
              
              62,344
              
              
              -Vietnam
                  Growth Investment Fund (VF2)
              
              
              2,000,000
              
              
              1,265,586
              
              
              1,265,586
              
              
              -Prudential
                  Life Insurance
              
              
              
              
              
              7,634
              
              
              7,634
              
              
              -Government
                  Bonds
              
              
              8,450
              
              
              5,268
              
              
              5,268
              
              
              -Total
                  Securities
              
              
              4,863,400
              
              $
              3,928,290
              
              $
              4,339,017
              
              
              410,727




The
      Company’s short-term investments comprise equity and debt securities, all of
      which are classified as available-for-sale securities and are carried at their
      fair market value based on quoted market prices of the securities at December
      31, 2007 and 2006. Net realized and unrealized gains and losses on trading
      securities are included in net earnings. For purpose of determining realized
      gains and losses, the cost of securities sold is based on specific
      identification.





For
      the
      years ended December 31, 2007 and 2006, the Company recorded:


2007
              
              2006Realized
                  gains from sale of trading securities
              
              $
              9,684,686
              
              $
              2,779,063Unrealized
                  gains
              
              
              790,529
              
              
              410,727




F-11




**NOTE
      5-**  **CAPITAL
      LEASE OBLIGATIONS**





The
      Company is a lessee of certain equipment under capital leases that expire on
      various dates through September 2011. Terms of the lease call for quarterly
      payments ranging from $1,842 to $25,709, at implicit rates of interest ranging
      from 12% to 13.2% per annum (the incremental borrowing rate). The assets and
      liabilities under capital leases are recorded at lease inception at the lower
      of
      the present value of the minimum lease payments or the fair market value of
      the
      related assets. The assets are depreciated over their estimated useful
      lives.





Minimum
      future lease payments under current lease agreements at December 31, 2007 are
      as
      follows:


20072008
              
              $
              41,8942009
              
              
              14,6362010
              
              
              13,1212011
              
              
              4,8412012Total
                  minimum lease payments
              
              
              74,492Less
                  amount representing interest
              
              
              (10,285
              )Present
                  value of net minimum lease payments
              
              
              64,207Less
                  current portion
              
              
              (24,964
              )Long-term
                  portion
              
              $
              39,243




The
      following is an analysis of the equipment under capital leases as of December
      31, 2007 and 2006, which is included in property and equipment:


2007
              
              2006Equipment
                  and vehicles
              
              $
              538,728
              
              $
              590,031Less
                  accumulated depreciation
              
              
              (295,137
              )
              
              (259,971
              )Net
              
              $
              243,591
              
              $
              330,060




**NOTE
      6-**  **COMMITMENTS
      AND CONTIGENCIES**




**Operating
      Rental Leases**




The
      Company leases its office and warehouse facilities in Hanoi, Vietnam from
      various lessors under an month-to-month operating lease that requires minimum
      monthly payments of $32,374. The leases requires the Company to pay property
      taxes and maintenance, and expires in September 15, 2008; December 31, 2008;
      October 25, 2009. For the year ended December 31, 2007, building rent expense
      was $364,148.




**Litigation**





The
      Company may be involved from time to time in various claims, lawsuits, disputes
      with third parties, action involving allegations or discrimination or breach
      of
      contract actions incidental in the normal operations of the business. The
      Company is currently not involved in any such litigation which management
      believes could have a material adverse effect on its financial
      position.





F-12


**NOTE
      7-**  **NOTES
      PAYABLE - SHORT-TERM**




Notes
      Payable consisted of the following at December 31, 2007 and 2006:





2007
            
            2006Demand
                note payable, secured by deed of trust, annual interest rank from
                10.2% to
                13%, due to Hanoi Building Commercial Joint Stock Bank
                (Habubank)
            
            $
            2,805,433
            
            $
            7,669,072Note
                payable, secured by machinery, equipment and deed of trust, annual
                interest rank from 12.6% to 13.32%, due to Military Commercial Joint
                Stock
                Bank
            
            
            702,497
            
            
            1,496,259Note
                payable, secured by VF2 Fund Certificate, annual interest at 13.8%,
                due to
                North Asia Commercial Joint Stock Bank - Nghe An Branch
            
            
            1,241,157
            
            
            60,200Note
                payable, secured by deed of trust, annual interest ranks from 11.4%
                to
                12.36%, due to Tu Liem Branch - Agribank
            
            
            3,300,157
            
            
            2,268,453Note
                payable, secured by machinery and equipment, annual interest at 12%,
                due
                to An Binh Rural Commercial Joint Stock Bank
            
            
            -
            
            
            87,282




Note
                payable, secured by deed of trust, annual interest rank from 11.4%
                to
                12.6%, due to Agribank - Northern Hanoi Branch
            
            
            12,190,737
            
            
            4,473,165Note
                payable, secured by deed of trust, annual interest at 12.36%, due
                to
                Agribank - Southern Hanoi Branch
            
            
            1,005,683
            
            
            1,207,926Note
                payable, secured by deed of trust, annual interest rank from 11.4%
                to
                12.36%, due to Agribank - Eastern Hanoi Branch
            
            
            4,153,400
            
            
            3,288,842Note
                payable, secured by machinery and equipment, annual interest at 13.8%,
                due
                to BIVD - Thang Long Branch
            
            
            -
            
            
            100,143Note
                payable, secured by machinery and equipment, annual interest at 13.2%,
                due
                to Saigon Commercial Joint Stock Company
            
            
            -
            
            
            356,040Note
                payable, secured by deed of trust, annual interest at 13.2%, due
                to Son La
                - BIVD
            
            
            258,347
            
            
            461,347Note
                payable, secured by deed of trust, annual interest at 12.36%, due
                to Hoang
                Mai - Agribank
            
            
            1,706,359
            
            
            2,176,936Note
                payable, secured by machinery and equipment, annual interest rank
                from
                14.4%, due to Phuong Dong Commercial JS Bank
            
            
            1,458,359
            
            
            -Note
                payable, secured by deed of trust, annual interest rank from 12.6%,
                due to
                Vinashin Financial Company
            
            
            3,009,805
            
            
            -Note
                payable, secured by deed of trust, annual interest at 0% due to Lung
                Lo
                Construction JSC
            
            
            48,014
            
            
            48,235Note
                payable, secured by deed of trust, annual interest at 10.8%, due
                to
                Petroleum Financial Company
            
            
            528,852
            
            
            1,433,979Note
                payable, secured by deed of trust, annual interest at 12%, due to
                Cavico
                Tower JSC
            
            
            65,001
            
            
            -Note
                payable, secured by Habubank shares, annual interest at 14.4%, due
                to Ms
                Nguyen Thi Thuy An
            
            
            1,117,041
            
            
            1,898,940Note
                payable, secured by deed of trust, annual interest at 0% interest,
                due to
                other individuals
            
            
            3,387,730
            
            
            3,272,039Total
                Short-term Debt
            
            $
            36,978,572
            
            $
            30,298,858





F-13




**NOTE
      8 -**  **LONG-TERM
      DEBT**





Long-term
      debt consisted of the following at December 31, 2007 and 2006:




2007
            
            2006Note
                payable, secured by machinery and equipment, annual interest rank
                from
                10.2% to 13.2%, due to Habubank
            
            $
            3,092,450
            
            $
            410,755Note
                payable, secured by machinery and equipment, annual interest rank
                from
                13.2% to 13.8% due to East Hanoi - Agribank
            
            
            608,757
            
            
            1,406,943Note
                payable, secured by machinery and equipment, annual interest 11.4%,
                due to
                South Hanoi - Agribank
            
            
            789,107
            
            
            840,565Note
                payable, secured by machinery and equipment, annual interest 14.16%
                due to
                Tu Liem - Agribank
            
            
            124,116
            
            
            2,665,092Note
                payable, secured by machinery and equipment, annual interest at 10.5%,
                due
                to Incombank - Yen Vien Branch
            
            
            163,833
            
            
            503,797Note
                payable, secured by machinery and equipment, interest rank from 13.2%
                to
                14.16%, due to North Hanoi - Agribank
            
            
            2,523,786
            
            
            1,438,670Note
                payable, secured by machinery and equipment, annual interest rank
                from
                EURBOR to 13.8%, due to Hoang Mai - Agribank
            
            
            2,608,789
            
            
            2,587,031Note
                payable, secured by machinery and equipment, annual interest at 13.2%,
                due
                to Saigon Commercial JS Bank
            
            
            414,340
            
            
            832,504Note
                payable, secured by machinery and equipment, annual interest at 14.4%,
                due
                to Son La - BIDV
            
            
            116,607
            
            
            148,691Note
                payable, secured by deed of trust, annual interest at 5.4%, due to
                Son La
                Development Support Fund
            
            
            286,478
            
            
            287,799Note
                payable, secured by machinery and equipment, annual interest at 11.52%,
                due to Petroleum Financial Company
            
            
            224,219
            
            
            315,354Notes
                payable, secured by machinery and equipment, annual interest rank
                from
                13.2% to 13.32%, due to Military Commercial Joint Stock
                Bank
            
            
            1,528,354
            
            
            22,444Notes
                payable, secured by machinery and equipment, annual interest at 12%,
                due
                to North Asia Commercial Joint Stock bank
            
            
            -
            
            
            23,153Notes
                payable, secured by machinery and equipment, annual interest at 12%,
                due
                to North Ha Noi - BIDV
            
            
            963,984
            
            
            -Notes
                payable, secured by deed of trust, annual interest at 13.2%, due
                to VID
                Public Bank
            
            
            15,514
            
            
            -Notes
                payable, secured by deed of trust, annual interest at 13.2%, due
                to
                Housing Development Bank
            
            
            50,670
            
            
            -Notes
                payable, secured by machinery and equipment, annual interest at 12%,
                due
                to individuals
            
            
            
            
            
            24,95413,511,005
            
            
            11,507,752Less
                current portion of long term debt
            
            
            (4,892,604
            )
            
            (3,926,719
            )Total
                Long-term Debt
            
            $
            8,618,401
            
            $
            7,581,033




F-14




Future
      maturities on long-term debt are as follows as of December 31, 2007:





2008
            
            $
            4,892,6042009
            
            
            4,360,6132010
            
            
            2,238,1832011
            
            
            1,164,4002012
            
            
            855,205$
            13,511,005




**NOTE
      9 -**  **NOTES
      PAYABLE - RELATED PARTY**





Notes
      payable to related party consisted of the following at December 31, 2007 and
      2006:





2007
            
            2006Note
                payable, secured by deed of trust, annual interest at 0%, due on
                demand,
                to Mr. Ha Quang Bui
            
            $
            1,900
            
            $
            128,035Note
                payable, secured by deed of trust, annual interest at 14.4%, due
                on
                demand, to Mrs. Ty Thi Pham
            
            
            421,993
            
            
            1,246,883Note
                payable, secured by deed of trust, annual interest at 12%, due on
                demand,
                to Mr. Hung Manh Tran
            
            
            4,048
            
            
            337,818Note
                payable, secured by deed of trust, annual interest at 0%, due on
                demand,
                to Mr. Hai Thanh Tran
            
            
            16,188
            
            
            -Note
                payable, secured by deed of trust, annual interest at 0%, due on
                demand,
                to Mr. Hieu Van Phan
            
            
            4,036
            
            
            -Note
                payable, secured by deed of trust, annual interest at 0%, due on
                demand,
                to Mr. Giang Linh Bui
            
            
            4,036
            
            
            -Note
                payable, unsecured, annual interest at 8%, due on demand, to Providential
                Holdings
            
            
            -
            
            
            37,020**$**
            **452,201**
            
            **$**
            **1,749,756**




F-15




**NOTE
      10 -**  **STOCKHOLDERS’
      EQUITY**




The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





On
      May
      11, 2006, the Company effectuated a 300 for one reverse stock
      split.





During
      the year ended December 31,2007, the Company made the following
      transactions:





·
            The
                company issued 32,740,000 common shares for cash amounting $9,116,721.





·
            The
                company cancelled 284,589 shares issued to employees in Vietnam in
                order
                to re-issue to Cavico Vietnam.





·
            The
                Company received $15,000 from subscription
                receivable.





During
      the year ended December 31, 2006, the Company made the following
      transactions:





·
            The
                Company issued 13,156,982 shares of common stock for $ 488,266 cash
                received.




·
            The
                Company issued 8,860,000 shares of common stock valued at $88,600
                was
                issued for consulting services.




·
            The
                Company issued 4,937,800 shares of common stock to officers for
                compensation valued of $49,378.




·
            The
                Company issued 23,201,118 shares of common stock valued at $368,266
                for
                dividends.




·
            The
                Company issued 14,000,000 shares of common stock to Cavico JSC for
                the
                future use.




·
            The
                Company issued 282,282 shares of common stock as a result of reverse
                merger after reverse split.





**NOTE
      11- INCOME TAX**




Pursuant
      to the tax laws of Vietnam, general enterprises are subject to income tax at
      an
      effective rate of 28%. Each subsidiary files a separate tax return in
      Vietnam.




In
      addressing the reliability of deferred tax assets, management considers whether
      is more likely than not that some portion or all of the deferred tax assets
      will
      not be realized. The ultimate realization of deferred tax assets is dependent
      upon the generation of future taxable income during the periods in which those
      temporary differences are deductible.




The
      principal components of the Company’s income tax provision at December 31, 2007
      and 2006 are as follows:





2007
            
            2006Current
                Taxes:Federal
            
            $
            -
            
            $
            -State
            
            
            -
            
            
            -Foreign
            
            
            2,941,959
            
            
            258,008Total
            
            $
            2,941,959
            
            $
            258,008Deferred
                Taxes:Federal
            
            
            -
            
            
            -State
            
            
            -
            
            
            -Foreign
            
            
            -
            
            
            -Total
            
            $
            -
            
            $
            -




F-16




The
      principal components of the Company’s deferred tax assets at December 31, 2007
      and 2006 are as follows:


2007
              
              2006U.S.
                  operations loss carry forward at statutory rate
              
              $
              204,059
              
              $
              108,451Non-U.S.
                  operations loss carry forward at statutory rate
              
              
              66,849
              
              
              229,566Total
              
              $
              270,908
              
              $
              338,017Less
                  Valuation Allowance
              
              
              (270,908
              )
              
              (338,017
              )Net
                  Deferred Tax Assets
              
              $
              -
              
              $
              -




At
      December 31, 2007 and 2006, the Company had net operating loss carry forwards
      from US operation of approximately $510,147 and $271,128, respectively. Since
      the Internal Revenue Code limits the availability of net operating losses that
      arose prior to certain cumulative changes in a corporation’s ownership resulting
      in a change of control of the Company, the Company reserved 100% of the losses
      from US operation as this tax asset will not be realized.




At
      December 31, 2007 and 2006, the Company had net operating loss carry forwards
      from Vietnam of approximately $238,745 and $819,878, respectively, which will
      be
      available to offset future taxable income. These net operating loss carry
      forwards expire through year 2012. The Company has established a valuation
      allowance against its deferred tax asset, due to the uncertainty of the
      realization of the asset. Management periodically evaluates the recoverability
      of the deferred tax asset. At such time as it is determined that it is more
      likely than not that deferred tax assets are realizable, the valuation allowance
      will be reduced.





**NOTE
      12- SEGMENT REPORTING**





Statement
      of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
      Segments of an Enterprise and Related Information” requires use of the
      "management approach" model for segment reporting. The management approach
      model
      is based on the way a company's management organizes segments within the company
      for making operating decisions and assessing performance. Reportable segments
      are based on products and services, geography, legal structure, management
      structure, or any other manner in which management disaggregates a company.





Following
      is a summary of segment information for the year ended December 31,
      2007:


Sales
                  ofConstruction
              
              Mining
              
              Goods
              
              Others
              
              Unallocated
              
              TotalSales
              
              $
              31,493,768
              
              $
              4,322,471
              
              $
              1,987,190
              
              $
              47,177
              
              $
              
              
              $
              37,850,606Operating
                  income/(loss)
              
              $
              3,108,578
              
              $
              1,447,582
              
              $
              205,214
              
              $
              2,882
              
              $
              (2,186,340
              )
              $
              2,577,916Total
                  Assets
              
              $
              56,326,779
              
              $
              9,144,726
              
              $
              2,373,984
              
              $
              -
              
              $
              25,160,633
              
              $
              93,006,122Capital
                  Expenditure
              
              $
              4,945,603
              
              $
              194,530
              
              $
              -
              
              $
              -
              
              $
              3,501,070
              
              $
              8,641,203Depreciation/Amortization
              
              $
              3,642,327
              
              $
              607,791
              
              $
              22,701
              
              $
              
              
              $
              388,553
              
              $
              4,661,372
 Following
        is a summary of segment information for the year ended December 31,
        2006


Sales
                  ofConstruction
              
              Mining
              
              Goods
              
              Others
              
              Unallocated
              
              TotalSales
              
              $
              16,809,484
              
              $
              5,173,472
              
              $
              2,087,442
              
              $
              9,029
              
              $
              -
              
              $
              24,079,427Operating
                  income/(loss)
              
              $
              346,170
              
              $
              446,173
              
              $
              156,256
              
              $
              1,074
              
              $
              (1,168,400
              )
              $
              (218,727
              )Total
                  Assets
              
              $
              27,677,115
              
              $
              9,306,045
              
              $
              3,115,358
              
              $
              -
              
              $
              12,675,233
              
              $
              52,773,751Capital
                  Expenditure
              
              $
              4,990,735
              
              $
              25,134
              
              $
              -
              
              $
              -
              
              $
              1,193,582
              
              $
              6,209,451Depreciation/Amortization
              
              $
              3,674,116
              
              $
              583,986
              
              $
              24,996
              
              $
              -
              
              $
              380,460
              
              $
              4,663,558
  F-17




**NOTE
      13-**  **NEW
      ACCOUNTING PRONOUNCEMENTS**





In
      February 2006, the FASB issued SFAS 155 “Accounting for Certain Hybrid Financial
      Instruments,” an amendment of FASB Statement No. 133 and in February 2006, the
      FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments,” an
      amendment of FASB Statements No. 133 and 140. This Statement amends FASB
      Statements No. 133, “Accounting for Derivative Instruments and Hedging
      Activities,” and No. 140, “Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities”. This Statement resolves issues
      addressed in Statement 133 Implementation Issue No. D1, Application of Statement
      133 to Beneficial Interests in Securitized Financial Assets. This
      Statement:




a.
      Permits fair value remeasurement for any hybrid financial instrument that
      contains an embedded derivative that otherwise would require
      bifurcation




b.
      Clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133




c.
      Establishes a requirement to evaluate interests in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring
      bifurcation




d.
      Clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives




e.
      Amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial
      instrument.





This
      Statement is effective for all financial instruments acquired or issued after
      the beginning of an entity’s first fiscal year that begins after September 15,
      2006. The fair value election provided for in paragraph 4(c) of this Statement
      may also be applied upon adoption of this Statement for hybrid financial
      instruments that had been bifurcated under paragraph 12 of Statement 133 prior
      to the adoption of this Statement. Earlier adoption is permitted as of the
      beginning of an entity’s fiscal year, provided the entity has not yet issued
      financial statements, including financial statements for any interim period
      for
      that fiscal year. Provisions of this Statement may be applied to instruments
      that an entity holds at the date of adoption on an instrument-by-instrument
      basis.. The Company has no new instruments impacted by SFAS 155




In
      March
      2006, the FASB issued SFAS No. 156 (“FAS 156”), “Accounting for Servicing of
      Financial Assets-An Amendment of FASB Statement No. 140.” Among other
      requirements, FAS 156 requires a company to recognize a servicing asset or
      servicing liability when it undertakes an obligation to service a financial
      asset by entering into a servicing contract under certain situations. Under
      FAS
      156 an election can also be made for subsequent fair value measurement of
      servicing assets and servicing liabilities by class, thus simplifying the
      accounting and providing for income statement recognition of potential
      offsetting changes in the fair value of servicing assets, servicing liabilities
      and related derivative instruments. The Statement will be effective beginning
      the first fiscal year that begins after September 15, 2006. The Company does
      not
      expect the adoption of FAS 156 will have a material impact on the financial
      position or results of operations.




In
      June
      2006, the FASB issued FASB Interpretation (FIN) No. 48, “Accounting for
      Uncertainty in Income Taxes,” that provides guidance on the accounting for
      uncertainty in income taxes recognized in financial statements. The Company
      does
      not expect the adoption of this provision will have material effect on the
      financial position, results of operations or cash flows.




In
      July
      2006, the FASB issued FASB Staff Position (FSP) No. FAS 13-2, “Accounting for a
      Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes
      Generated by a Leveraged Lease Transaction,” that provides guidance on how a
      change or a potential change in the timing of cash flows relating to income
      taxes generated by a leveraged lease transaction affects the accounting by
      a
      lessor for the lease. The Company does not expect the adoption of this provision
      to have a material effect on the financial position, results of operations
      or
      cash flows.





F-18




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
      Company’s future reported financial position or results of
      operations.




In
      September 2006, the FASB issued SFAS No.158, “Employers’ Accounting for Defined
      Benefit Pension and Other postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106 and 132(R).” This statement requires employers to recognize the
      over-funded or under-funded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its statement
      of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets of a not-for-profit organization. This
      statement also requires an employer to measure the funded status of a plan
      as of
      the date of its year-end statement of financial position, with limited
      exceptions. The provisions of SFAS No. 158 are effective for employers with
      publicly traded equity securities as of the end of the fiscal year ending after
      December 15, 2006. The Company does not have any defined benefit plans, or
      other
      post-retirement plans. Therefore, the Company does not expect SFAS No. 158
      to
      have any impact on the consolidated financial statements.In February 2007,
      the
      FASB issued SFAS No. 159, *“The
      Fair Value Option for Financial Assets and Financial
      Liabilities”.* The
      objective of this statement is to improve financial reporting by providing
      entities with the opportunity to mitigate volatility in reported earnings caused
      by measuring related assets and liabilities differently without having to apply
      complex hedge accounting provisions. This Statement is expected by the Board
      to
      expand the use of fair value measurement, consistent with the Board’s long-term
      measurement objectives for accounting for financial instruments. This statement
      is effective for fiscal years beginning after November 15, 2007. The Company
      is
      currently evaluating the impact of adopting this statement. However, the Company
      does not expect the adoption of this provision to have a material effect on
      its
      financial position, results of operations or cash flow.




In
      December 2007, the FASB issued SFAS No. 141 (Revised 2007), *“Business
      Combinations”.* The
      objective of this statement will significantly change the accounting for
      business combinations. Under Statement 141R, an acquiring entity will be
      required to recognize all the assets acquired and liabilities assumed in a
      transaction at the acquisition date fair value will be limited exceptions.
      Statement 141 applies prospectively to business combinations for which the
      acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. The Company does not expect
      the
      adoption of SFAS No. 141R to have a material impact on the consolidated
      financial statements.




In
      December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statements-An Amendment of ARB No.
      51".* The
      objective of this statement is to establish new accounting and reporting
      standards for the Noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary.. Statement 160 is effective for fiscal years,
      and interim periods within those fiscal years, beginning on or after December
      15, 2008. The Company does not expect the adoption of SFAS No. 160 to have
      a
      material impact on the consolidated financial statements.




F-19





**ITEM
              9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURES**





None.





**ITEM
      9A. CONTROLS AND PROCEDURES**





**(a)**  **Evaluation
      of Disclosure Controls and Procedures**





We
      have
      adopted and maintain disclosure controls and procedures (as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) that are designed to ensure that information
      required to be disclosed in our reports under the Exchange Act, is recorded,
      processed, summarized and reported within the time periods required under the
      SEC’s rules and forms and that the information is gathered and communicated to
      our management, including our Chief Executive Officer (Principal Executive
      Officer) and Chief Financial Officer (Principal Financial Officer), as
      appropriate, to allow for timely decisions regarding required
      disclosure.





As
      required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial
      Officer carried out an evaluation under the supervision and with the
      participation of our management, of the effectiveness of the design and
      operation of our disclosure controls and procedures pursuant to Exchange Act
      Rule 15d-14 as of the end of the period covered by this report. Based on the
      foregoing evaluation, they have concluded that our disclosure controls and
      procedures are effective in timely alerting them to material information
      required to be included in our periodic SEC filings and to ensure that
      information required to be disclosed in our periodic SEC filings is accumulated
      and communicated to our management, including our Chief Executive Officer and
      Chief Financial Officer, to allow timely decisions regarding required disclosure
      about our internal control over financial reporting discussed
      below.





This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission





**(b)**  **Changes
      in Internal Control, Over Financial Reporting**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal year ended December 31, 2007, that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**ITEM
      9B OTHER INFORMATION**





None.





26




**PART
      III**





**ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
      GOVERNANCE**





**Directors
      and Executive Officers**




The
      following table sets forth the names and ages of the members of our Board of
      Directors and our executive officers and the positions held by each.





**Name**
            
            **Age**
            
            **Current
                Position/Office**
            
            **Position
                Held Since**Ha
                Quang Bui
            
            43
            
            CEO/Chairman
            
            April
                28, 2006Hung
                Manh Tran
            
            44
            
            Executive
                Vice-President/Director
            
            April
                28, 2006Hieu
                Van Phan
            
            42
            
            Vice-President/Director
            
            April
                28, 2006Hai
                Thanh Tran
            
            44
            
            Vice-President/Director
            
            April
                28, 2006Giang
                Linh Bui
            
            35
            
            Vice-President/Director
            
            April
                28, 2006Madhava
                Rao Mankal
            
            56
            
            Director
            
            October
                2007Tuan
                Duong Hoang
            
            43
            
            Director
            
            May
                2007Thanh
                Binh Huynh
            
            51
            
            Director
            
            May
                2007Timothy
                Pham
            
            40
            
            Vice-President/Director
            
            April
                28, 2006Edward
                K. Chi
            
            43
            
            Chief
                Financial Officer
            
            May
                27, 2007




Set
      forth
      below is a brief description of the background and business experience of
      each of our executive officer and directors for the past five
      years.




**Ha
      Quang Bui.** From
      March 2001 to May 2003, Ha Quang Bui served as Vice President of Lung Lo
      Construction Company. From May 2003 to present, Ha Quang Bui served as chairman
      of the board of directors of Cavico Vietnam and as chairman of the board of
      directors of Cavico Tower Company. He is a director of Energy Investment Company
      and a director of Mai Son Concrete Company. Mr. Bui became the Chief Executive
      Officer, Chief Financial officer and Chairman of the Board of Directors of
      Cavico Corp. on April 28, 2006. He currently is CEO and Chairman of Cavico
      Corporation. He graduated from the Military Technology Institute, Department
      of
      Defense, in 1986 with a degree in engineering.




**Hung
      Manh Tran.** From
      March 2001 to March 2002, Hung Manh Tran served as president of an affiliate
      of
      Cavico. From 2002, he has been Vice President and Director of Cavico
      Vietnam. Hung Manh Tran has been a director and Executive Vice President of
      Cavico since 2006 and 2007, respectively (and Vice President from 2006 to
      2007). In addition, he has been chairman of Cavico mining (since 2006), chairman
      of VFMC (since 2007), chairman of Luong son international tourism JSC (since
      2007), director of v-power (since 2006), director of Cavico construction
      machinery (since 2007), and a director of Cavico Australia (since 2005). Hung
      Manh Tran graduated from Hanoi University in 1986 with a degree in nuclear
      physic. He also did course work in law at the same University during 1992-1996.
      Mr. Tran also holds a degree jn international trade from Hanoi International
      Trade University in 1991.




**Hieu
      Van Phan** . From
      2001 to July 2003, Hieu Van Phan served as president of Power Installation
      Company. From July 2003 to present, Hieu Van Phan has been vice president and
      a
      director of Cavico Vietnam, and became a Vice-President and Director of Cavico
      Corp. on April 28, 2006. Hieu Van Phan is currently COO of Cavico Vietnam,
      chairman of the board of directors of Cavico Power Installation Construction
      Co.
      and a Director of CAVICO Mining and Energy Construction Co.. Hieu Van Phan
      graduated from the Military Technology Institute, Department of Defense, in
      1986
      with a degree in engineering.




**Hai
      Thanh Tran** . From
      March 2001 to April 2002, Hai Thanh Tran worked as an assistant at the Planning
      Department of 25/3 Lung lo Construction Co - MOD. From April 2002 to July 2003,
      Hai Thanh Tran was president of Bridge and Underground Construction Cavico
      Company. From July 2003 to present, he has been a director and vice president
      of
      Cavico Vietnam, and on April 28, 2006, he became a Vice-President and Director
      of Cavico Corp and currently is CEO of Cavico Vietnam, chairman of the Board
      Director of CAVICO Hydropower Construction Co., He graduated from the Military
      Technology Institute, Department of Defense, in 1986 with a degree in
      engineering.




27





**Giang
      Linh Bui.** From
      March 2001 to November 2002, Giang Linh Bui worked in the Projected Technology
      Department at Lung lo Construction Company.Giang Linh Bui is currently a
      director of Nam Chien Hydropower Company, Director of CAVICO PHI Cement
      Construction Co., and chairman of the Board Director of CAVICO Infrastructure
      Construction Co, and became a Vice-President and Director of Cavico Corp. on
      April 28, 2006. Mr. Bui is also a director of Cavico Vietnam. Giang Linh Bui
      graduated from Hanoi University of Architecture in 1994 with a degree in
      architecture.




**Tuan
      Duong Hoang.** Mr Hoang
      has been Professor of Education at The University of New South Wales, UNSW,
      Sydney, NSW 2052, Australia, since 2003. From 1999 to 2003, he was an associate
      professor in the Department of Electrical and Computer Engineering at the Toyota
      Technical Institute, Hiskata 2-12-2, Tenpaku, Nagoya, Japan. He holds a master
      degree and a Ph.D. from the University of Odessa in the Ukraine




**Timothy
      Dac Pham** . From
      2002 through 2003, Mr. Pham was a registered representative at NT Securities
      in
      Chicago, Illinois. Through 2004, he worked as a registered representative at
      Golden Beneficial Securities Corp. Since that time he has worked as an
      independent consultant for Providential Holdings, Inc. and as a registered
      representative and life insurance agent for Richave Financial Inc. He has been
      our Vice President since June 2006. Mr. Pham graduated in 1991 from the
      University of California at Berkeley with a degree in Business Administration
      in
      the fields of Finance and Marketing.




**Thanh
      Binh Huynh.** Mr.
      Huynh has been Vice President of the Tuan Chao Joint Stock Company since 2003.
      From 2001 to 2003 he was a consultant at Edwards, Wynn & Associates LLP.
      During that same period he was also Chairman and President of Raycorp.com LLC.
      Mr. Huynh holds business administration degrees from institutions of higher
      learning in Russia, China and the United States.




**Edward
      K. Chi** . Mr.
      Chi has been our Chief Financial Officer since January 2007. He is also Managing
      Director of Tuan Chau Group, a Vietnamese based real estate development firm. **** From
      January 2005 until March 2007, Mr. Chi was chief representative for SVLand
      Pte,
      Ltd. a Singapore based real estate consulting firm. From 2001 through 2004,
      he
      had been Chief Financial Officer and Administrator at the law firm of Edwards,
      Wynn & Associates




**Madhava
      Rao Mankal** has been
      a director since October 2007. He has been Chief Financial Officer and Secretary
      and a Director of Medina International Holdings, Inc., a manufacturer of boats.
      since November 2004. Also, Mr. Mankal has been Chief Financial Officer,
      Secretary and Treasurer of Genesis Companies Group, Inc., Company formed to
      develop Laser stripping equipment. Since March 2006. Mr. Mankal served as
      President of Force Protection Inc., manufacturer of mine detecting vehicles,
      from January 2002 to September 2003 and Chief Financial Officer from
      May 1999 until September 2003.  In addition, he served on the Board
      of Directors of that entity from December 2001 to September 30, 2004.
      He has over 28 years experience in finance and accounting and
      holds accounting certifications from India and the United States. He has
      Bachelor Degree in commerce from Bangalore University.




Messrs.
      Ha Quang Bui and Giang Linh Bui are brothers.





***Employment
      Agreements***




Each
      of
      our executives has entered into an employment agreement with us. Each agreement
      is on at will basis subject to termination upon 30 day notice. The executives
      are entitled to vacation and personal and sick days as well as standard health
      benefits and insurance available to all of our employees. Each agreement
      contains standard confidentiality provisions.




Compensation
      under the employment agreements for each is as follows:




**Name**
            
            
            **Current
                Position/Office**
            
            
            **Annual
                Compensation**Ha
                Quang Bui
            
            
            Chief
                Excutive Officer and Chairman
            
            $
            75,398
            *Hung
                Manh Tran
            
            
            Executive
                Vice-President/Director
            
            $
            69,904
            **Hieu
                Van Phan
            
            
            Vice-President/Director
            
            $
            36,956
            ***Hai
                Thanh Tran
            
            
            Vice-President/Director
            
            $
            48,685
            ***Giang
                Linh Bui
            
            
            Vice-President/Director
            
            $
            53,276
            ***Timothy
                Pham
            
            
            Vice-President/Director
            
            $
            50,000Edward
                K. Chi
            
            
            Chief
                Financial Officer
            
            $
            50,000







*
      $70,000
      payable by Cavico Corp and $5,398 payable by Cavico Vietnam.




**
      $30,000 payable by Cavico Corp and $39,904 payable by Cavico
      Vietnam.




***
      Payable by Cavico Vietnam.





28





***Committees
      of the Board***




Our
      Board
      of Directors has established an Audit Committee, Compensation Committee and
      a
      Nominating Committee





The
      functions of the Audit Committee are: (i) to recommend the engagement of the
      Company's independent auditors and review with them the plan, scope and results
      of their audit for each year; and (ii) to consider and review other matters
      relating to the financial and accounting affairs of the Company. The Audit
      Committee consists of Messrs. Madhava Rao Mankal (Chairman and considered
      independent under the Nasdaq rules), Hung Manh Tran and Timothy Dac
      Pham.





The
      functions of the Compensation Committee are: (i) reviewing and approving the
      amounts and types of compensation to be paid to the Company's executive officers
      and the non-employee directors; (ii) reviewing and approving all bonus and
      equity compensation to be paid to other Company employees; and (iii)
      administering the Company's stock-based compensation plans. The Compensation
      Committee consists of Messrs. Thanh Binh Huynh (Chairman and considered
      independent under the Nasdaq rules) and Hieu Van Phan.





The
      functions of the Nominating Committee are: (i) leading the search for,
      screening, evaluating and recommending to the Board qualified candidates or
      nominees for election or appointment as directors, consistent with the Board's
      Director Nomination Policy; (ii) recommending the number of members that shall
      serve on the Board; and (iii) reviewing the processes and performance of the
      Board in order to identify areas of concern or potential issues relating to
      Board and committee processes, performance and effectiveness and to assess
      and
      evaluate the overall effectiveness of individual directors. The Nominating
      Committee consists of Messrs. Tuan Duong Hoang (Chairman and considered
      independent under the Nasdaq rules), Giang Linh Bui and Hai Thanh
      Tran.




***Code
      of Ethics***




We
      have
      adopted a "Code of Ethics for Directors, Officers and Employees", a code of
      ethics that applies to all employees, including our executive officers. A copy
      of our Code of Ethics for Directors, Officers and Employees was filed previously
      with the Securities and Exchange Commission .


***Section
        16(a) Beneficial Ownership Reporting Compliance.***
 
 Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires our officers
        and directors and those persons who beneficially own more than 10% of the
        Company’s outstanding shares of common stock to file reports of securities
        ownership and changes in such ownership with the Securities and Exchange
        Commission.  Officers, directors, and greater than 10% beneficial owners
        are also required by rules promulgated by the SEC to furnish us with copies
        of
        all Section 16(a) forms they file.
  During
        the most recent fiscal, no person was required to make filings under Section
        16.




**ITEM
      11. EXECUTIVE COMPENSATION**





The
      following table sets forth compensation information for the Company’s Chief
      Executive Officer for the periods indicated. Under the rules of the Securities
      and Exchange Commission no other individual is required to be included in the
      table.




**SUMMARY
                COMPENSATION TABLE***




Name
                and principal position (a)
            
            Year
                (b)
            
            
            Salary
                ($) (c)
            
            
            
            
            Stock
                Awards ($) (d)
            
            
            
            Total
                ($) (j)Ha
                Quang Bui
              Chief
                Executive Officer
            
            2007
            
            
            75,398
            
            
            
            
            -
            
            
            
            75,3982006
            
            
            39,565
            (1)
            
            
            
            3,900
            (1)
            
            
            43,465
            (1)




*
      In accordance with the rules of the Securities and Exchange Commission, this
      table omits columns that are not relevant.




(1)
      Mr.
      Bui did not join the Company until April 2006. Amounts disclosed represent
      compensation actually earned. Compensation was paid in Vietnamese currency
      and,
      for purposes of disclosure translated into US Dollars using an exchange rate
      of
      15.739 Vietnamese Dongs per US Dollar. As part of his compensation, the Company
      issued 390,000 shares to Mr. Bui valued at $0.01 per share, representing the
      price at which the Company’s shares were being sold to third parties in arm’s
      length transactions. The Company accounts for the issuance of equity instruments
      based on the fair value of services or fair value of the equity instruments
      at
      the time of issuance, whichever is more readily measurable.




To
      date,
      none of the Company's non-employee directors have received any compensation
      from
      the Company.





29




**ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following table sets forth the beneficial ownership of Common Stock of the
      Company as of December 31, 2007 for the following: (i) each person or entity
      who
      is known to the Company to beneficially own more than 5% of the outstanding
      shares of the Company's Common Stock; (ii) each of the Company's Directors;
      (iii) the Company's Chief Executive Officer and each of the other executive
      officers; and (iv) all Directors and executive officers of the Company as a
      group.




The
      number and percentage of shares beneficially owned is determined under rules
      of
      the Securities and Exchange Commission ("SEC"), and the information is not
      necessarily indicative of beneficial ownership for any other purpose. Under
      such
      rules, beneficial ownership includes any shares as to which the individual
      has
      sole or shared voting power or dispositive power and also any shares that the
      individual has the right to acquire within sixty days of the Record Date through
      the exercise of any stock option or other right. Unless otherwise indicated
      in
      the footnotes, each person has sole voting and dispositive power (or shares
      such
      power) with respect to the shares shown as beneficially owned.




**Name
                And Address****Of
                Beneficial Owner**
            
            **Amount
                And Nature Of Beneficial Ownership**
            
            **Percent
                Of Class (1)**Cavico
                Vietnam Company Limited,
              Song
                Da Building, 6 Floor, Pham Hung Street
              My
                Dinh, Tu Liem, Ha Noi, Vietnam
            
            
            14,085,900
            (1)
            
            10.7
            %Ha
                Quang Bui
              Group
                10, Ward Tu Lien, Tay Ho District,
              Ha
                Noi, Vietnam
            
            
            24,971,700
            (2)
            
            19.1
            %Hung
                Manh Tran
              14A
                Alley 123A, Thuy Khue Street
              Thuy
                Khue Ward, Tay Ho District
              Ha
                Noi, Vietnam
            
            
            16,997,500
            (3)
            
            13.0
            %Hieu
                Van Phan
              No.
                304, 24T2, Trung Hoa Nha Chinh Ward
              Cau
                Giay District, Ha Noi, Vietnam
            
            
            16,178,000
            (4)
            
            12.4
            %Hai
                Thanh Tran
              34
                Alley 178/1, Tay Son Square
              Trung
                Liet Ward, Dong Da District
              Ha
                Noi, Vietnam
            
            
            16,484,800
            (5)
            
            12.6
            %Timothy
                Dac Pham
              14721
                Wilson Street
              Midway
                City, CA 92647
            
            
            305,000
            (6)
            
            *Giang
                Linh Bui
              No.
                1103, 17T1, Trung Hoa Nha Chinh Ward
              Cau
                Giay District, Ha Noi, Vietnam
            
            
            16,589,500
            (7)
            
            12.7
            %Tuan
                Duong Hoang
              26
                Warwick St., Killara, NSW 2071,Australia
            
            
            542,400
            
            
            *Thanh
                Binh Huynh
              262
                Beach Road
              Bay
                Farm Island, CA 94502
            
            
            -0-
            
            
            N/AMadhava
                Rao Mankal
              7476
                Sungold Ave.
              Corona,
                California 92880
            
            
            -0-
            
            
            N/A





30





Edward
                K. Chi
              17011
                Beach Boulevard, Suite 1230
              Huntington
                Beach, Ca. 92647
            
            
            -0-
            
            
            N/AAll
                Officers and Directors as a group
            
            
            35,725,300
            
            
            27.3
            %




*
 
      Less than one percent.




(1)
            Based
                upon 130,847,693 shares outstanding as of December 31,
                2007.




(2)
            Includes
                4,381,400 shares held by Mr. Bui’s wife. Also includes 14,085,900 shares
                held by Cavico Vietnam of which Mr. Bui is a director. Mr. Bui disclaims
                beneficial ownership in those
                shares.




(3)
            Includes
                252,000 shares held by Mr. Tran’s wife. Also includes 14,085,900 shares
                held by Cavico Vietnam of which Mr. Tran is a director. Mr. Tran
                disclaims
                beneficial ownership in those
                shares.




(4)
            Includes
                200,000 shares held by Mr. Phan’s wife. Also includes 14,085,900 shares
                held by Cavico Vietnam of which Mr. Phan is a director. Mr. Phan
                disclaims
                beneficial ownership in those
                shares.




(5)
            Includes
                367,300 shares held by Mr. Tran’s wife. Also includes 14,085,900 shares
                held by Cavico Vietnam of which Mr. Tran is a director. Mr. Tran
                disclaims
                beneficial ownership in those
                shares.




(6)
            Shares
                held by Mr. Pham’s wife.




(7)
            Includes
                350,000 shares held by Mr. Bui’s wife. Also includes 14,085,900 shares
                held by Cavico Vietnam of which Mr. Bui is a director. Mr. Bui disclaims
                beneficial ownership in those
                shares.




**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Since
      the
      beginning of the most recent fiscal year, we have engaged in the following
      transactions with the executive officers listed below:





**Names**
            
            **Relationship**
            
            **Major
                transactions during the year**
            
            **US$**Mr.
                Ha Quang Bui
            
            Chief
                Executive Officer and Chairman
            
            Repayment
                of loans principle
            
            $
            125,445Mr
                Hung Manh Tran
            
            Executive
                Vice-President/Director
            
            Repayment
                of loans principle
            
            $
            331,951Loan
                interest charged
            
            
            23,576Mr.
                Hai Thanh Tran
            
            Vice-President/Director
            
            Loans
                obtained
            
            $
            35,344Repayment
                of loans principle
            
            
            38,654Ms.
                Ty Thi Pham
            
            Management
                Board Member of Cavico Vietnam
            
            Loans
                obtained
            
            $
            3,199,603Repayment
                of loans principle
            
            
            4,018,106Loan
                interest charged
            
            
            135,455





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





**Audit
      Fees**





The
      aggregate fees billed by Jaspers + Hall., Cavico’s independent auditors, for the
      audit of Cavico’s annual consolidated financial statements and reviews of
      quarterly financial statements for the years ended December 31, 2007 and 2006
      were $,92,500, and $73,500, respectively.





**All
      Other Fees**





The
      Company did not pay Jasper + Hall any non-audit fees for fiscal year 2007 or
      2006.




31




**PART
      IV**





**ITEM
      15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**





**Financial
      Statements**





The
      following consolidated financial statements of Cavico Corp. and its subsidiaries
      are included:




Consolidated
      Balance
      Sheets                                              
 — December 31, 2007 and December 31, 2006.




Consolidated
      Statements of
      Operations                             
— Fiscal years ended December 31, 2007 and December 31, 2006.




Consolidated
      Statements of Cash
      Flows                           
 — Fiscal years ended December 31, 2007and December 31, 2006.




Consolidated
      Statements of Changes in Owners’ Equity — Fiscal years ended December 31,
      2007 and December 31, 2006.




Notes
      to
      Consolidated Financial Statements.




Report
      of
      Independent Registered Public Accounting Firm (Jaspers + Hall)




**Index
      to Exhibits**




2.1
            
            Asset
                Purchase Agreement, dated April 18, 2006*3.1
            
            Certificate
                of Incorporation*3.2
            
            Amendment
                to the Certificate of Incorporation*3.2a
            
            Amendment
                to Certificate of Incorporation*3.3
            
            Bylaws*10.1
            
            Employment
                Agreement dated May 21, 2007 between the Company and  Edward K.
                Chi*10.2
            
            Employment
                Agreement dated January 8, 2007 between the Company and Giang Linh
                Bui*10.3
            
            Employment
                Agreement dated January 8, 2007 between the Company and Ha Quang
                Bui*10.4
            
            Employment
                Agreement dated January 8, 2007 between the Company and Hai Thanh
                Tran*10.5
            
            Employment
                Agreement dated January 8, 2007 between the Company and Hieu Van
                Phan*10.6
            
            Employment
                Agreement dated January 8, 2007 between the Company and Hung Manh
                Tran*10.7
            
            Employment
                Agreement dated April 28, 2007 between the Company and Timothy
                Pham*10.8
            
            Management
                Service Agreement dated May 15, 2006 between Cavico Corp. and Providential
                Holdings, Inc.*14.1
            
            Code
                of Ethics*21
            
            Subsidiaries*31.1
            
            Certification
                by the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                by the Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                by the Chief Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.2
            
            Certification
                by the Chief Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




*  Incorporated
      by reference to the Company’s Registration Statement of Form 10-SB.




32




**SIGNATURES**




Pursuant
      to the requirement of Section 12 of the Securities Exchange Act of 1934, the
      registrant has duly caused this registration statement to be signed on its
      behalf by the undersigned, thereunto duly authorized.


**CAVICO
        CORP.**


Date: March
        27,
        2008
  By: *Ha
          Quang Bui*
 
 Ha
          Quang
          Bui, CEO




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of Cavico Corp. and in the
      capacities and on the date indicated.





**Name**
            
            **Title**
            
            **Date**Ha
                Quang Bui
            
            Chairman
                and Chief Executive Officer
              (Principal
                Executive Officer)
            
            March
                27, 2008Hung
                Manh Tran
            
            Director
            
            March
                27, 2008Hieu
                Van Phan
            
            Director
            
            March
                27, 2008Hai
                Thanh Tran
            
            Director
            
            March
                27, 2008Giang
                Linh Bui
            
            Director
            
            March
                27, 2008Madhava
                Rao Mankal
            
            Director
            
            March
                27, 2008Tuan
                Duong Hoang
            
            Director
            
            March
                27, 2008Thanh
                Binh Huynh
            
            Director
            
            March
                27, 2008Timothy
                Pham
            
            Director
            
            March
                27, 2008Edward
                K. Chi
            
            Chief
                Financial Officer
              (Principal
                Financial and
              Accounting
                Officer)
            
            March
                27, 2008





33