UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





(Mark
One)





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 from ________ to ________





Commission
File No. 0-52269





A.G. VOLNEY CENTER,
INC.


(Name of
small business issuer in its charter)





Delaware
            13-4260316(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)







124
      LINCOLN AVENUE SOUTHLIVERPOOL, NY
            13088(Address
      of principal executive offices)
            (Zip
      Code)





Issuer’s
telephone number:  (315)
703-9012





Copies to:


The
Sourlis Law Firm


Virginia
K. Sourlis, Esq.


The
Galleria


2 Bridge
Avenue


Red Bank,
New Jersey 07701


(732)
530-9007


www.SourlisLaw.com





Securities
registered under Section 12(b) of the
Act:                                                                                                None





Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.001 per share





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  £





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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. £


1


Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes £ No S





State
issuer’s revenues for most recent fiscal year: $33,793.00.





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act):





There is
currently no trading market for the Company’s common stock. As of December 31,
2007, there were 1,100,000 shares of common stock held by non-affiliates, par
value of $.001





State the
number shares outstanding of each of the issuer’s classes of common equity, as
of the latest practicable date:  As of  December 31, 2007,
there were 14,300,000 shares of common stock issued and
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:





None





2


TABLE OF
CONTENTS




FORWARD-LOOKING
      STATEMENTS
              4PART I
              4Item 1. Description
      of Business.
              4Item 2.
      Description of Property.
              7Item 3. Legal Proceedings.
              7Item 4. Submission of Matters to a Vote of Security
      Holders.
              7PART
II
              7Item 5. Market for Common Equity, Related Stockholder
      Matters and Issuer Purchasesof Equity
      Securities.
              7Item 6. Management’s Discussion and Analysis or
      Plan of Operation.
              9Item 7. Financial Statements.
              17Item 8. Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure.
              17Item 8A(T). Controls and
      Procedures.
              17Item 8B. Other
      Information.
              18PART
    III
              19Item 9.
      Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
      Act.
              19Item 10.
      Executive Compensation.
              20Item
      11. Security Ownership of Certain Beneficial Owners and Management andRelated
      Stockholder Matters.
              21Item 12.
      Certain Relationships and Related Transactions, and Director
      Independence
              21Item 13.
      Exhibits and Reports on Form 8-K
              22Item
      14.  Principal Accountant Fees and
      Services
              22SIGNATURES
              23


3





FORWARD-LOOKING STATEMENTS





Certain
statements made in this Annual Report on Form 10-KSB are deemed to be
“forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of A.G. Volney Center, Inc., a Delaware corporation (the
“Company”), to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company’s plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.








PART I





Item 1. Description of Business.





History





A.G.
Volney Center, Inc. is a development stage company which was incorporated under
the laws of the state of Delaware on March 6, 1997 under the name Lottlink
Technologies, Inc. Lottlink Technologies’ original business plan was to operate
vending machines that would sell lottery tickets. On April 7, 1997, the board of
directors decided to change the name of the company to A.G. Volney Center, Inc.
and restate the par value of the Company’s shares of common stock to $0.001 per
share. On the same date, in a stockholders’ meeting (the “Stockholders
Meeting”), the proposed changes of the Company’s name and common stock’s par
value were approved, but the amendment the Company’s Certificate of
Incorporation effecting such changes was never filed with the Secretary of State
of the State of Delaware. On December 31, 1997, the Company’s Certificate of
Incorporation was suspended in Delaware for non-payment of franchise taxes. The
Company was dormant until July 18, 2003. On that date, Lottlink Technologies,
Inc. filed a renewal of the Company’s Articles of Incorporation in Delaware. On
July 29, 2003, the Company filed an amendment of the Company’s Articles of
Incorporation with the Secretary of State of the State of Delaware effecting a
change of Company’s name Lottlink Technologies, Inc. to A.G. Volney Center,
Inc.





On
October 19, 2006, we filed a Registration Statement on Form 10SB (File No.:
0-52269), or the Registration Statement, with the Securities and Exchange
Commission, or the SEC,  to register our common stock under Section
12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
The Registration Statement went effective by operation of law on December 18,
2006, or the Effective Date. Since the Effective Date of the Registration
Statement, we have become a reporting company under the Securities Exchange Act
and are responsible for preparing and filing periodic and current reports under
the Exchange Act with the SEC.




Any
person or entity may read and copy our reports with the Securities and Exchange
Commission 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
Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an
Internet site at http://www.sec.gov where reports, proxies and informational
statements on public companies may be viewed by the public.





4


Our
Principal Products and Services





Our
primary business objective is to satisfy and fulfill the demand of retailers for
high quality merchandise at below wholesale costs. Our business plan is to
develop relationships with companies which purchase factory overruns from
manufacturers and distressed merchandise from retailers at discounts. As a
result, it is hoped that these companies can offer us new high quality products
in quantity whereby the costs to us is substantially discounted (generally
around 30% of the standard wholesale cost for the same product). It is
anticipated that we will primarily sell to retailers; however, we also intend to
engage in retail sales on a limited basis.





We have
purchased factory overrun and bulk merchandise and continue to make sales. Our
primary business objective is to satisfy and fulfill the demand of retailers for
high quality merchandise at below wholesale costs. We intend to purchase new,
high quality items in quantity whereby we can sell these items immediately to
retailers for an amount which includes a profit to us. We believe we can
maximize net profits by minimizing fixed overhead such as salary and employee
benefits.




To date,
we have purchased items at an aggregate purchase price of $ 31,661 and resold
products (84%) for an aggregate sales price of $ 37,619. Our sales are made
by selling items purchased wholesale to small business owners for retail.
Although our purchases and sales have been minimal and our expenses far exceed
our revenues resulting in a net loss, we have identified potential suppliers and
have opened accounts with them and continually search for suppliers in New York
State to save on shipping costs. To date, we have not been able to conduct these
business affairs without further capital.





We are
currently looking to find a suitable merger candidate and alternative
financing.  Although we have had discussions with various third
parties, no firm commitments have been obtained to date.





Distribution





We
anticipate selling nationwide through the internet, but our initial focus will
be in New York, Pennsylvania, Connecticut and Vermont area. We continually
search for suppliers in New York State to save on shipping and handling costs.
We have identified potential suppliers and opened accounts.





Competition





We face
competition from the larger and more established companies, from companies that
develop new technology, as well as the many smaller companies throughout the
country. For example, the last several years have shown an increase in the use
of larger online sources such as Overstock.com and Ebay.com. These increases cut
into our potential customer base. Companies who have a larger sales force, more
money, larger manufacturing capabilities and greater ability to expand their
markets also cut into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial strength, nationwide
advertising coverage, brand identification and other resources that we do not
have. Our competitors might introduce less expensive or more improved
merchandise. These, as well as other factors, can negatively impact our business
strategy.  The competition from larger overstock companies is a very
serious threat that can result in substantially less revenue.





Milestones




We have
set the following milestones to implement our business plan.




·
            Locate
      suitable retailers to whom we can resell overstock merchandise purchased
      by us over the internet.  We’ve commenced locating suitable
      retailers in May 2006.  During 2007, the Company established two
      major customers; Fountain Treats and Kim’s Country Classics, that
      accounted for $ 33,691 of the total accumulated sales of $ 33,793 or 99%
      of the total accumulated sales of the Company to
  date.




·
            Increase
      volume of inventory purchases and resales utilizing retained earnings from
      the past 12 to 24 months. The estimated date is December
    2008.






5




To date,
we have not been able to conduct these business affairs without further
capital.




Our
operations are conducted by David F. Stever, our President, Chief Executive
Officer, and Chief Financial Officer and Director, and Samantha M. Ford, our
Secretary, Treasurer and Director. Currently, and for the near future, Mr.
Stever deposits all payments in our bank account from which he draws upon to
make purchases of inventory. He has also set up accounts with manufacturers and
resellers for purchases.  Mr. Stever also prepares advertising
material and solicits sales by personally contacting potential buyers and
interacting with potential customers online. Mr. Stever is aided in his efforts
by Ms. Samantha M. Ford on a part-time basis.




We do not anticipate hiring any
additional personnel or consultants unless and until further capital is
raised.






Summary
Financial Information





The table
below summarizes our audited balance sheet at December 31, 2007 compared to 2006
and statement of operations for the fiscal year ended December 31, 2007 compared
to 2006.







At
                December
      31,2007
                (Audited)
                ($)
              
              
              2006
                (Audited)
                ($)Balance
      Sheet:Cash
              
              $
              939
              
              
              $
              3,825Total
      Assets
              
              $
              17,135
              
              
              $
              4,992Total
      Liabilities
              
              $
              68,059
              
              
              $
              12,104Total
      Stockholders’ Equity (Deficit)
              
              $
              (50,924
              )
              
              $
              (7,112
              )
  For
      the Fiscal Year Ended
                  December
      31,2007
                  (Audited)
                
                
                2006
                  (Audited)Statement
      of Operations:Revenue
                
                $
                33,793
                
                
                $
                3,826Net
      Loss
                
                $
                (43,417
                )
                
                $
                (14,723
                )Net
      Loss Per Share of Common Stock
                
                
                --
                
                
                
                ---





Employees





As of
December 31, 2007, the Company had no full-time employees.  Mr. Stever
and Ms. Ford work for the Company on a part-time and as needed
basis.





Available
Information





We are
subject to the information reporting requirements of the Exchange Act, and
accordingly, are required to file periodic reports, including quarterly and
annual reports and other information with the Securities and Exchange
Commission. Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain
information


6


on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically.  The address of the website is http://www.sec.gov.








Item 2. Description of Property.





At the
present time, we have no property. Our operations are conducted from our
President’s personal residence located at 124 Lincoln St. South Liverpool, NY
13088. We do not pay rent for the use of these facilities.








Item 3. Legal Proceedings.





We are
not a party to any litigation and to our knowledge none is threatened or pending
against us.








Item 4. Submission of Matters to a Vote of Security
Holders.





None.








PART II








Item 5. Market for Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.








Common
Stock





There is
not currently an active trading market for our common stock. We intend to
request that a broker-dealer / market maker submit an application to make a
market for our common stock on the OTC Bulletin Board. We are authorized to
issue an aggregate of 25,000,000 shares of common stock, par value $0.001 per
share. As of December 31, 2007, there were an aggregate of 14,300,000 shares of
Common Stock issued and outstanding, which are held by 16 stockholders. All
shares of our common stock have one vote per share on all matters, including
election of directors, without provision for cumulative voting. The common stock
is not redeemable and has no conversion or preemptive rights. The common stock
currently outstanding is validly issued, fully paid and non-assessable. In the
event of liquidation of the Company, the holders of common stock will share
equally in any balance of the Company's assets available for distribution to
them after satisfaction of creditors and preferred stockholders, if any. The
holders of our common stock are entitled to equal dividends and distributions
per share with respect to the Common Stock when, as and if, declared by the
board of directors from funds legally available.





Dividend
Policy





We have
never declared or paid dividends on our common stock. We currently intend to
retain all future earnings for use in the operation and expansion of our
business and do not anticipate paying any cash dividends on common stock in the
foreseeable future. Any future dividends will be at the discretion of the board
of directors, after taking into account various factors, including among others,
operations, current and anticipated cash needs and expansion plans, the income
tax laws then in effect, the requirements of Delaware law, and any restrictions
that may be imposed by our future credit arrangements.




Preferred
Stock




Our
Certificate of Incorporation does not authorize the issuance of any Preferred
Stock..





7


Transfer
Agent


Our
transfer agent is Olde Monmouth Stock Transfer Co., Inc.





200
Memorial Parkway


Atlantic
Highlands, N.J.  07716


Phone:
732-872-2727


Fax:
732-872-2728


John
Anthony Troster, President





Recent
Sales of Unregistered Securities





Since
inception, we have issued the following unregistered securities:






On March
18, 1997, Joseph C. Passalaqua a resident of New York, was issued 6,000,000
shares; Carl Worboys a resident of New York was issued 6,000,000 shares; Inna
Sheveleva as resident of New York was issued 25,000 shares; Joseph J.
Passalaqua, a resident of New York, was issued 25,000 shares; Thomas Francis
Cannon, a resident of New York was issued 20,000 shares; Walter Bowler, a
resident of New York, was issued 15,000 shares; and Thomas Paul Cannon, a
resident of New York was issued 15,000 shares. The 12,100,000 shares of common
stock were issued at $0.10 per share and were all issued in private
placement.





On July
31, 2003 David F. Stever, Samantha M. Ford and John J. Connelly were each issued
400,000 shares of common stock respectively at a deemed price of $0.001 per
share in consideration for their services in organizing and managing our initial
corporate effort and for acting as officers and directors all in private
placement.




During
2004, 100,000 shares of common stock were issued to Craig Burton on February 26,
2004; 500,000 shares of common stock at a deemed price of $0.01 per share were
issued to Olde Monmouth Stock Transfer Co., operating in New Jersey, on March 2,
2004; and 100,000 shares at a deemed price of $0.01 per share were issued to
Florine Basile Jr.,on March 12, 2004 all in private placement.




During
2005, 100,000 shares of common stock at a deemed price of $0.01 per share were
issued to Donald and Laura Willis on October 23, 2005; 100,000 shares of common
stock at a deemed price of $.01 per share were issued to Robert and Colleen
Penfield on October 31, 2005 all in private placement.





On
February 14, 2006, 100,000 shares of common stock were issued to Damion Glushko.
These shares were issued in reliance upon Section 4(2) of the Securities Act of
1933, as amended, or the Securities Act, due to the fact that it did not involve
a public offering.




All of
the above-referenced securities issued by the Company are deemed "restricted
securities" within the meaning of that term as defined in the Rule 144 of the
Securities Act and were issued pursuant to the "private placement" exemption
under Section 4(2) of the Securities Act and Rule 701 of Regulation S-B due to
the fact that they did not involve a public offering of securities. Investors
who purchased securities had access to information on the Company necessary to
make an informed investment decision and represented that were able to bear the
economic risk of their investment and were aware that the securities were not
registered under the Securities Act, and cannot be re-offered or re-sold unless
they are registered or are qualified for sale pursuant to an exemption from
registration. The transfer agent and registrar of the Company will be instructed
to mark "stop transfer" on its ledger to assure that these securities will not
be transferred absent registration or the availability of an exemption from
registration.




Neither
the Company nor any person acting on its behalf offered or sold the securities
by means of any form of general solicitation or general
advertising.




All
purchasers represented in writing that they acquired the securities for their
own accounts and not with the view to, or for resale in connection with any
distribution. A legend was placed on each of the stock certificates
issued


8


stating
that the securities have not been registered under the Securities Act and cannot
be sold or otherwise transferred without an effective registration or an
exemption therefrom.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company has no shares authorized for any equity compensation plans at this
time.











Item 6. Management’s Discussion and Analysis or Plan of
Operation.





Basis
of Presentation





The
following discussion and analysis is based on the audited financial statements
for the years ended December 31, 2007 and 2006 of A.G. Volney Center, Inc.,, a
Delaware corporation  (“A.G. Volney,” the “Company,” “our,” or “we”).
All significant inter-company amounts have been eliminated. In the opinion of
management, the audited financial statements presented herein reflect all
adjustments (consisting only of normal recurring adjustments) necessary for fair
presentation. Interim results are not necessary indicative of results to be
expected for the entire year.





We
prepare our financial statements in accordance with generally accepted
accounting principles (GAAP), which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ from these
estimates.





Certain
of the statements contained below are forward-looking statements (rather than
historical facts) that are subject to risks and uncertainties that could cause
actual results to differ materially from such forward-looking
statements.





We have
had only limited operations since our renewal in July
2003. We have limited assets of $4,992 as of December 31, 2006 and
$17,135 as of December 31, 2007.  In 2006 a majority of the assets
were in the form of cash from shareholder stock purchases, and in 2007 a
majority of the assets were in the form of accounts receivable from customers
that purchased merchandise.







Going
Concern Qualification




In their
Independent Auditor's Report for the fiscal year ending December 31, 2007,
Robison, Hill & Co. stated that several conditions and events cast
substantial doubt about our ability to continue as a “going
concern.”  We have incurred net loses of approximately $74,000 from
our inception on March 6, 1997 to December 31, 2007.  At December 31,
2007, we had $939 cash on hand, $15,112 in accounts receivable and an
accumulated deficit of $74,224. See “Liquidity and Capital
Resources.”




We
May Have to Discontinue Operations




If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses in all fiscal years of operation, including those in fiscal
years 2006 through 2007, and the losses are projected to continue in 2008. Our
net losses were $14,983 and $43,812 through fiscal years ended 2006 and 2007,
respectively. We have a cumulative net loss from March 6, 1997 (Date of
Inception) to December 31, 2007 of $74,224. We have been concentrating on the
development of our products, services and business plan. There is no assurance
that we will be successful in implementing our business plan or that we will be
profitable now or in the future.






9


Costs Related to Our
Operation




The
principle costs related to the ongoing operation of the Company’s business
consists of payments made by the Company to wholesale distributors for
merchandise.




Fiscal
Year Ended December 31, 2007 Compared to the Fiscal Year Ended December 31,
2006




Revenues




Our total
revenue increased by $29,967 or approximately 783%. Total revenue for the year
ended December 31, 2007 was $33,793, compared to $3,826 in the year ended
December 31, 2006. This increase was attributable to the sale of merchandise
held in inventory. The sold merchandise consisted of various types of overstock
merchandise, including candles purchased on the internet.




Costs
Of Sales




Our
overall cost of sales increased by $25,773 or approximately 826%. Total cost of
sales for the year ended December 31, 2007 was $28,891 compared to $3,118 in the
year ended December 31, 2006. This increase in cost of sales was a direct effect
of the sales of goods held in inventory.  There was a higher demand
from our customers for our products which lead to the Company purchasing a
greater amount of inventory over the previous period. In addition to the cost of
an increase in products purchased, there was also an elevated delivery cost from
the venders.




Operation
and Administrative Expenses




Operating
Expenses increased by $32,461 or approximately 210 %, from $15,425 in the year
ended December 31, 2006 to $47,886 in the year ended December 31, 2007. This
increase was primarily due to Professional Fees that included Accounting and
Legal Fees. Professional fees increased by $32,235 over 2006. These are fees we
pay accountants and attorney throughout the year for performing various tasks.
Outside service expense increased by $16 and Organizational Costs increased by
$280. General and Administrative expenses, made up primarily of Office expense
and Postage and Delivery expense, decreased by $70 over 2006. The bulk of the
expense in 2007 was used for legal and accounting services.




Liquidity
and Capital Resources




Our
primary sources of liquidity have been cash from the sale of common stock and
borrowing from a shareholder. The company has generated $10,000 from the sale of
common stock. As of December 31, 2007, we have a note payable to Joseph C.
Passalaqua, shareholder, in the amount $14,450. This notes bear interest at a
rate of 10% per annum and is payable upon demand. As of December 31, 2007. the
accrued interest owed on this note was $449.








Off-Balance
Sheet Arrangements





We did
not have any off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.





Critical
Accounting Policies & Estimates







RecentAccounting
Standards





In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value,


10


which
would likely reduce the need for companies to comply with detailed rules for
hedge accounting.  SFAS 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities.  SFAS 159 does not eliminate disclosure requirements
included in other accounting standards, including requirements for disclosures
about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures
about Fair Value of Financial Instruments.”SFAS 159 is effective for the Company
as of the beginning of fiscal year 2008.  The adoption of this
pronouncement is not expected to have an impact on the Company’s financial
position, results of operations or cashflows.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financials Accounting Standards (“SFAS”) No. 141R, “Business
Combinations” (“SFAS 141R”), which replaces SPAS No. 141 “Business
Combinations”. SFAS 141R establishes principles and requirements for determining
how an enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling
interest, contingent consideration, and certain acquired contingencies. SFAS
141R also requires acquisition-related transaction expenses and restructuring
cost be expensed as incurred rather than capitalized a component of the business
combination. SFAS 141R will be applicable 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. SFAS 141R would have
an impact on accounting for any business acquired after the effective date of
this pronouncement.





In
December 2007, the FASB issued SPAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. Upon
adoption of SFAS 160, the Company would be required to report any noncontrolling
interests as a separate component of stockholders’ deficit. The Company would
also be required to present any net income attributable to the stockholders of
the Company separately in its condensed consolidated statement of operations.
SFAS 160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. SFAS 160 requires retroactive
adoption of the presentation and disclosure requirements for existing minority
interests. All other requirements of SFAS 160 shall be applied prospectively.
SFAS 160 would have an impact on the presentation and disclosure of the
noncontrolling interests of any non-wholly owned business acquired in the
future.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





Stock-Based
Compensation





Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed
by SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123),
as amended. No stock options were granted to employees during the years ended
December 31, 2006, and 2005 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.





Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior
to,


11


but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2006 and 2005, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at December 31, 2007 and 2006.











Pervasiveness of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles required 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 revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.


12





RISKS ASSOCIATED WITH OUR
BUSINESS





In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:





WE HAVE A
LIMITED OPERATING HISTORY WHICH MAY NOT BE AN INDICATOR OF OUR FUTURE
RESULTS.





As a
result of our limited operating history, our plan for rapid growth, and the
increasingly competitive nature of the markets in which we operate, the
historical financial data is of limited value in evaluating our future revenue
and operating expenses. Our planned expense levels will be based in part on
expectations concerning future revenue, which is difficult to forecast
accurately based on current plans of expansion and growth. We may be unable to
adjust spending in a timely manner to compensate for any unexpected shortfall in
revenue. Further, general and administrative expenses may increase significantly
as we expand operations. To the extent that these expenses precede, or are not
rapidly followed by, a corresponding increase in revenue, our business,
operating results, and financial condition will suffer.





WE MAY
HAVE TO DISCONTINUE OPERATIONS.





If we are
unable to achieve or sustain profitability, or
if operating losses increase in the future, we may have
to discontinue operations. Our expenses
have historically exceeded our revenues and we have had
losses in all fiscal years
of operation, including those in
fiscal years 2005 through 2007, and the
losses are projected to continue in 2008. Our net
losses were $14,983 and $43,812 for fiscal years ended 2006,
2007, respectively. We have been concentrating on the development of
our products, services and business plan. There is no
assurance that we will be successful in implementing our
business plan or that we will be profitable now or in the
future.





WE MAY
NOT SUCCEED OR BECOME PROFITABLE.





We will
need to generate significant revenues to achieve profitability
and we may be unable to do so. Even if we do achieve profitability, we
may not be able to sustain or increase profitability in the future. We
expect that our expenses will continue to increase and there is no
guarantee that we will not experience operating losses and
negative cash flow from operations for this fiscal year or for the
foreseeable future. If we do not achieve or sustain
profitability, then we may be unable to continue our
operations.








OUR
OFFICERS AND DIRECTORS HAVE LIMITED TIME TO DEVOTE AND LACK SALES
EXPERIENCE




Our
current officers and directors have experience in retail but not wholesale sales
and have limited time to devote. For example, Ms. Ford will only be able to
devote 40% of her time to the business and Mr. Connelly will only be able to
devote 10% of his time to the business.




Samantha
M. Ford, an officer and director, has approximately two years experience in
sales as an associate in a major retail chain and two years experience as an
assistant manager at a Thrift Store. However, her experience is limited, and she
has no experience in discount or overrun merchandise.




John J.
Connelly is a real estate developer in Bradington, Florida and will not be
employed full time by the Company.




The
amount of time officers and directors devote to our business may be
limited:





Officer/Director
            Percent
      (%) of time to be dedicated to CompanyDavid
      F. Stever (Pres., CEO, CFO and Director)
            100%Samantha
      M. Ford  (Secretary, Treasurer and Director)
            40%John
      J. Connelly (Director)
            10%







13




Until we
sustain operations and achieve profitability, we will be unable to retain the
full time services of these individuals or pay either one of them monetary
compensation for their services The loss of either of them would have a material
adverse effect on our business operations.






WE WILL
NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.





We will
be required to seek additional financing in the future
to respond to increased expenses or shortfalls in
anticipated revenues, accelerate product development and
deployment, respond to competitive pressures, and develop new or enhanced
products. We cannot be certain we will be able to find such
additional financing on reasonable terms, or at all. If we are unable
to obtain additional financing when needed, we could
be required to modify our business plan in accordance with
the extent of available financing.








IF WE
ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND
DIFFICULTY ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED
COMPANIES, WHICH COULD


THREATEN
OUR FUTURE GROWTH.





If we make any acquisitions, we could have difficulty assimilating the operations, technologies and products acquired
or integrating or retaining personnel of acquired companies. In
addition, acquisitions may involve entering markets in which we have
no or limited direct prior experience. The occurrence of any one
or more of these factors could disrupt our ongoing business,
distract our management and employees and increase our
expenses. In
addition, pursuing acquisition opportunities could divert
our management's attention from
our ongoing business operations and result
in decreased operating performance.





Moreover,
our profitability may suffer because of acquisition-related costs
or amortization of acquired goodwill and other intangible
assets. Furthermore, we may have to incur debt or issue
equity securities in future acquisitions. The issuance of equity
securities would dilute our existing stockholders.





IF WE CANNOT ATTRACT, RETAIN, MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL,
OUR ABILITY TO COMPETE WILL BE IMPAIRED.





Many of
our current and potential competitors have more employees than we
do. Our success depends in large part on our ability to attract, retain and
motivate highly qualified management and technical personnel. We face
intense competition for qualified personnel. The industry in
which we compete has a high level of employee mobility
and aggressive recruiting of skilled personnel. If we
are unable to continue to employ our
key personnel or
to attract and retain qualified personnel in
the future, our ability to successfully execute
our business plan will be jeopardized and our growth will be
inhibited.





BECAUSE
OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN
LOSSES, WE MAY BE EXPOSED TO COSTS ASSOCIATED WITH
LITIGATION.





If
our directors or officers become exposed to liabilities invoking the indemnification provisions, we
could be exposed to additional un-reimbursable costs, including legal
fees. Our bylaws provide that our directors and officers will not be liable
to us or to any shareholder and will be indemnified and
held harmless for any consequences of any act
or omission by the directors and officers unless
the act or omission constitutes gross negligence or
willful misconduct. Extended
or protracted litigation could have a
material adverse effect on our cash flow.





OUR STOCK
PRICE MAY BE VOLATILE.





There is
currently no trading market for our securities, and there is a chance that a
trading market may never develop. However, in the event that we do develop a
trading market for our common stock, the market price of our
common stock will
likely fluctuate significantly in response to the following
factors, some of which are beyond our control:


14





·
            Variations
      in our quarterly operating results;





·
            Changes
      in financial estimates of
      our revenues and operating results by securities
      analysts;





·
            Announcements by us of significant contracts, acquisitions, 
      strategic partnerships, joint ventures or capital
      commitments;





·
            Additions
      or departures of key personnel;





·
            Future
      sales of our common stock;





·
            Stock market price
      and volume fluctuations attributable to inconsistent trading
      volume levels of our stock;





·
            Commencement
      of or involvement in litigation.





In addition, the equity markets have experienced volatility that has particularly
affected the market prices of equity securities issued by
wholesale companies and that often has been unrelated or disproportionate
to the operating results of those companies. These broad market
fluctuations may adversely affect the market price of our common
stock.





WE DO NOT
ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.





We have
not paid any dividends on our Common Stock since inception and do
not anticipate paying any dividends on our Common Stock in the
foreseeable future. Instead, we intend to retain any
future earnings for use in the operation and expansion of our
business.





WE LACK
OPERATING HISTORY





We have
no operating history so it will be difficult for you to evaluate an investment
in our common stock.





We were
formed in 1997 as a vending machine business under the name of Lottlink
Technologies, Inc. but did not commence business at that time. Our business
activities have been limited to amending the Articles of the Corporation on July
29, 2003 to amend the corporate name to A.G. Volney Center, Inc., and contacting
companies that acquire and warehouse inventory from factory overruns and
retailers with overstocks in New York, Pennsylvania, Vermont and Ohio. There is
no assurance that we will be successful in acquiring factory overruns or
overstock merchandise for sale at discount prices.





We do not
have an established source of revenue sufficient to cover our operating costs to
allow us to continue as a going concern. Our ability to continue as a going
concern is dependent upon our ability to successfully compete, operate
profitably and/or raise additional capital through other means.








CURRENTLY
THERE IS NO MARKET FOR OUR COMMON STOCK.





Currently,
there is no market for our common stock. We intend to request that a
broker-dealer / market maker submit an application to make a market for the
Company's shares on the OTC Bulletin Board. However, there can be no assurance
that the application will be accepted or that any trading market will ever
develop or be maintained on the OTC Bulletin Board, pink sheets or any other
recognized trading market or exchange. Any trading market for the common stock
that may develop in the future will most likely be very volatile, and numerous
factors beyond the control of the Company may have a significant effect on the
market. Only companies that report their current financial information to the
SEC may have their securities included on the OTC Bulletin Board. In the event
that the Company loses this status as a "reporting issuer," any future quotation
of its common stock on the OTC Bulletin Board may be jeopardized.




15


OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:




·
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and




·
            the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.




In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:




·
            obtain
      financial information and investment experience objectives of the person;
      and





·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and





·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.







WE WILL
ENCOUNTER SUBSTANTIAL COMPETITION





The
discount market for wholesale and retail merchandise is
highly competitive and involves a high degree of risk and
there is no assurance that we will be able to operate profitably.
In the retail segment of our business, which will be minimal, we will
experience substantial competition with other entities such as Dollar
Discounts, All-A-Dollar, Dollar General and Discount Houses in the
sale and marketing of merchandise all of which have greater
name recognition and experience.














16


Item 7. Financial Statements.





The
Company’s audited financial statements for the years ended December 31, 2007 and
2006 and the notes thereto are immediately preceding the signature page of this
Annual Report on Form 10-KSB.





Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.





None





Item 8A(T). Controls and Procedures





Disclosure
Controls and Procedures





Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission.  Our Chief Executive Officer and Chief
Financial Officer have reviewed the effectiveness of our “disclosure controls
and procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(f) and 15d-15(f) as of the end of the period covered by this report and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our Chief
Executive Officer and Chief Financial Officer.





Changes
in Internal Controls over Financial Reporting





There
have been no changes in the Company’s internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.







Report
of Management on Internal Control Over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.





Although
management did not conduct an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, it has concluded that notwithstanding the foregoing, the
Company’s internal controls over financial reporting are sufficient. This is
based on the fact that we have only two employees, the close involvement of
management in day-to-day operations, and the relative non-complexity of our
operations and related financial reporting. As noted in this Annual Report, we
have limited resources available. As we obtain additional funding and employ
additional personnel, we will implement programs, such as Internal Control – Integrated
Framework, to ensure the proper segregation of duties and reporting
channels.








17


Our
independent public accountant, Robinson, Hill & Company, has not conducted
an audit of our controls and procedures regarding internal control over
financial reporting. Consequently, Robinson, Hill & Company expresses no
opinion with regards to the effectiveness or implementation of our controls and
procedures with regards to internal control over financial
reporting.







Item 8B. Other Information.







None








18


PART III





Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange
Act.





The
following table sets forth the names and ages of our current directors,
executive officers and key consultants as well as the principal offices and
positions held by each person. We are managed by our Board of Directors.
Currently, the Board has three members. Our executive officers serve at the
discretion of the Board of Directors. There are no family relationships between
any of the directors and executive officers. In addition, there was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was selected an executive officer.








Name
            Age
            Position
            Director
      SinceDavid
      F. Stever
            64
            President,
      Chief Executive Officer, Chief Financial Officer and
    Director
            July
      2003Samantha
      M. Ford
            26
            Secretary,
      Treasurer and Director
            July
      2003John
      J. Connelly
            61
            Director
            July
      2003




The
following biographies describe the business experience of our directors,
executive officers, managers and key consultants.





David F.
Stever, an officer and director, spent twelve years in customer service
and sales with Allegheny Airlines, and the last six years in a supervisory
capacity. He subsequently formed and ran a travel company which required
substantial negotiation of bulk purchases and sales as well as individual travel
plans. In addition Mr. Stever owned and managed Happy Journey's Travel, Inc. a
travel agency for over 25 years. He has also acted as an officer and director of
the Syracuse Rose Society, an association which purchases bulk for resale to
members and others as fund raisers.




Samantha M. Ford,an officer and director, has approximately two years experience as an
associate in a major retail chain and two years experience as an assistant
manager at a Thrift Store. Ms. Ford is a high school graduate who worked as a
sales associate in retail chains while still in high school. She also has
bookkeeping and sales experience in the retail trade business. She also received
experience as a cashier for Sam's Club. From the spring of 1999 through the fall
of 2001, she was Secretary for Sigma Alpha Chi sorority while attending college
full-time and holding a part-time job on campus. In 2002, she moved back to
Syracuse, New York and was hired as the assistant manager of the Salvation Army
Thrift Store. Subsequently, Ms. Ford worked for AAA of Western and Central NY as
an Emergency Roadside Assistance Representative. She started a family and was a
stay at home mother from February 2003 through October of 2005. She then
re-entered the workforce and is Secretary of A.G. Volney Center,
Inc.  Ms. Ford currently also works part-time for a medical
transportation company.




John J.
Connelly, a director, is a graduate of Boston College and has been active
in the music industry and publishing business. He currently manages, develops
and rehabilitates housing units in Bradington, Florida and will not be employed
full time by the Company. Mr. Connelly is a non-practicing attorney who
currently manages his own real estate interests in Bradenton and Fort
Lauderdale, Florida. Prior to real estate management, he acted as a co-manager
for the band "Boston" and other entertainment groups in the state of
Massachusetts. He later managed an entertainment club and managed a weekly
publication in Syracuse, New York.




The Board
of Directors has determined that A.G. Volney does not have a financial expert on
its audit committee due to the small size and scope of the issuer's current
status. The management experience of Mr. Stever and Mr. Connelly required the
exercise of fiscal management in which degree will be required to manage A.G.
Volney Center, Inc. in its growth over the next two years.




19


Directors
are elected annually or until their respective successors are elected and
qualify








Compliance with Section 16(a) of the
Securities Exchange Act of 1934




Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC of forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.




Item 405
of Regulation S-B requires every small business issuer that has a class of
equity securities registered pursuant to Section 12 of the Exchange Act to
identify each person who, at any time during the fiscal year, was a director,
officer or beneficial owner of more than 10 percent of any class of equity
securities registered pursuant to Section 12 of the Exchange Act that failed to
file on a timely basis, as disclosed in the above forms as well as other
information.  From the effective date our Registration Statement on
Form 10-SB (File No.: 0-52269) on December 18, 2006 through December 31, 2007,
our executive officer and directors: David F. Stever (CEO, President and CFO),
Samantha M. Ford (Secretary and Treasurer) and John J. Connelly and the
stockholders listed in Item 11 who own beneficially own more than 10% of our
common stock have not filed Forms 3, 4 or 5 with the Securities and Exchange
Commission.  Such persons are anticipated to file such forms in the
future.





Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our officers and
directors serves in all the above capacities.





Item 10. Executive Compensation.





During
the last two fiscal years ended December 31, 2006 and 2007, no compensation has
been awarded to, earned by or paid to our officers or directors. Management has
agreed to act without compensation until authorized by the Board of Directors,
which is not expected to occur until we have generated revenues from operations.
As of the date of this registration statement, we have no funds available to pay
officers or directors. Further, our officers and directors are not accruing any
compensation pursuant to any agreement with us.





Indemnity





The
Articles of Incorporation provide for indemnification to the full extent
permitted by the laws of the State of Delaware for each person who becomes a
party to any civil or criminal action or proceeding by reason of the fact that
he, or his testator, or intestate, is or was a director or officer of the
corporation or served any other corporation of any type or kind, domestic or
foreign in any capacity at the request of the corporation.





Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors or officers pursuant to the foregoing provisions, we are
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy, as expressed in the Securities Act and
is, therefore, unenforceable.





Director
Compensation





We do not
currently pay any cash fees to our directors, but we pay directors’ expenses in
attending board meetings. During the year ended December 31, 2007, no director
expenses were reimbursed.





Employment
Agreements


20


The
Company is not a party to any employment agreements.





Item 11.  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.





The
following table sets forth information as of the date of this Annual Report
with respect to the beneficial ownership of the Company’s common stock by (i)
each person known by the issuer to be the beneficial owner of more than 5%
of the outstanding common stock which is the only class of stock of the issuer,
(ii) each director of the Company’s board of directors, (iii) each “named
executive officer” as defined in Item 402(a)(2) of Regulation S-B promulgated
under the Securities Act and (iv) the directors and executive officers of the
issuer, as a group, without naming them.





Name
      and Address
            Shares
      Held
            Percentage(1)David
      F. Stever
              124
      Lincoln Ave. S.
              Liverpool.
      NY 13088
            400,000
            2.80%Samantha
      M. Ford
              410
      Balsam Street
              Liverpool,
      NY 13088
            400,000
            2.80%John
      J. Connelly
              136
      NE  19th Court
              Ft.
      Lauderdale, FL 33305
            400,000
            2.80%Carl
      E. Worboys
              118
      Chatham Rd.
              Syracuse,
      NY  13203
            6,000,000
            41.96%Joseph
      C. Passalaqua
              106
      Glenwood Dr. S.
              Liverpool,
      NY 13090
            6,000,000
            41.96%All
      Directors and Executive Officers as a Group (without naming them) (3
      persons)
            1,200,000
            8.39%




(1) Based
on 14,300,000 shares of common stock issued and outstanding as of December
31, 2007.




None of
the persons listed above have the right to acquire beneficial ownership within
sixty days.











Item 12. Certain Relationships and Related Transactions, and
Director Independence





No
transactions have occurred since the beginning of the Company's last fiscal year
or are proposed with respect to which a director, executive officer, security
holder owning of record or beneficially more than 5% of any class of the
Company's securities or any member of the immediate families of the foregoing
persons had or will have a direct or indirect material interest







21


Item 13. Exhibits and Reports on Form 8-K





(a)           The
following exhibits required by Item 601 of Regulation S-B are filed with this
Annual Report.





Exhibit
Number                 Description





3
            Certificate
      of Incorporation*3.1
            Certificate
      of Renewal and Revival of Certificate of Incorporation*3.2
            Certificate
      of Amendment of Certificate of Incorporation*3.3
            By-laws*4.1
            Form
      of Common Stock Certificate*31.1
            Certification
      of the Principal Executive Officer and Principal Financial
      Officer  of Registrant pursuant to Rule 13a-14(a)/15d-14(a) of
      the Securities Exchange Act of 1934, as amended32.1
            Certification
      of the Principal Executive Officer and Principal Financial Officer of
      Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





*Filed as
an exhibit with the Company’s Registration Statement on Form 10-SB filed with
the Commission on October 19, 2006 and incorporated by reference
herein.





(b)           Reports
on Form
8-K.                                           None








Item 14.  Principal Accountant Fees and
Services





Aggregate
fees billed by the Company's principal accountants, Robison, Hill & Company,
for audit services related to the most recent two fiscal years, and for other
professional services billed in the most recent two fiscal years, were as
follows:





FISCAL
      2007
            FISCAL
      2006Audit
      Fees (1)
            $8,025
            $11,683Tax
      Fees (2)
            $175
            $317Other
      Fees
            None
            None








(1)
Comprised of the audit of the Company's annual financial statements and reviews
of the Company's quarterly financial statements, as well as consents related to
and reviews of other documents filed with the Securities and Exchange
Commission.





(2)
Comprised of preparation of all federal and state corporate income tax returns
for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all
audit and non-audit services performed by the Company's independent accountants
must now be approved in advance by the Audit Committee to assure that such
services do not impair the accountants' independence from the Company. The
Company does not have an Audit Committee, therefore, the Board of Directors
reviews and approves audit and permissible non-audit services performed by
Robinson, Hill & Company, as well as the fees charged by Robinson, Hill
& Company for such services.








22








































A.G.
Volney Center, Inc.


(A
Development Stage Company)





-:-





INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS’ REPORT








December
31, 2007





























CONTENTS








PageReport of Independent Registered Public
      Accountants
            F-1Balance SheetsDecember 31, 2007 andDecember 31, 2006
            F-3Statements of OperationsFor the year ended December 31, 2007 andFor the year ended December 31, 2006 andFor the cumulative period from March 6, 1997 (inception) to
      December 31, 2007
            F-4Statement of Stockholders' EquitySince March 6, 1997 (inception) to December 31,
      2007
            F-5Statements of Cash FlowsFor the year ended December 31, 2007 andFor the year ended December 31, 2006 andFor the cumulative period from March 6, 1997 (inception) to
      December 31, 2007
            F-6Notes to Financial Statements
            F-7














ROBISON,
      HILL & CO.
            
            
            
            Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBRENT
      M. DAVIES, CPADAVID
      O. SEAL, CPAW.
      DALE WESTENSKOW, CPABARRY
      D. LOVELESS, CPASTEPHEN
      M. HALLEY, CPA







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS





A.G.
Volney Center, Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheets of A.G. Volney Center, Inc (a
development stage company) as of December 31, 2007, and 2006, and the related
statements of operations, and cash flows for the years ended December 31, 2007,
and 2006, and the cumulative since March 6, 1997 (inception) to December 31,
2007, and the statement of stockholder’s equity since March 6, 1997 (inception)
to December 31, 2007.  These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.





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 financial statements referred to above present fairly, in all
material respects, the financial position of A.G. Volney Center, Inc (a
development stage company) as of December 31, 2007, and 2006 and the results of
its operations and its cash flows for the years ended December 31, 2007, and
2006 and the cumulative since March 6, 1997 (inception) to December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.






F -
1


The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred net losses of approximately $74,000, has a
liquidity problem and has minimal revenues, which raise substantial doubt about
its ability to continue as a going concern.  Management’s plans in
regard to these matters are also described in Note 1.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.











\s\ Robison,
Hill & Co.


Certified Public
Accountants


Salt Lake
City, Utah


February
18, 2008





F -
2




AG VOLNEY CENTER,
      INC.(A Development Stage
      Company)BALANCE
      SHEETSFor
      the Year EndedDecember
      31,2007
              
              
              2006ASSETSCurrent
      Assets:Cash
              
              $
              939
              
              
              $
              3,825Accounts
      Receivable
              
              
              15,112
              
              
              
              -Inventory
      (at lower of FIFO cost or market)
              
              
              1,084
              
              
              
              1,167Total
      Current Assets
              
              $
              17,135
              
              
              $
              4,992LIABILITIES
      & EQUITYCurrent
      Liabilites:Accounts
      Payable
              
              $
              53,114
              
              
              $
              12,000Sales
      Tax Payable
              
              
              46
              
              
              
              38Shareholder
      Loan
              
              
              14,450
              
              
              
              50Interest
      Payable
              
              
              449
              
              
              
              16Total
      Current Liabilities
              
              
              68,059
              
              
              
              12,104Total
      Liabilities
              
              
              68,059
              
              
              
              12,104Stockholder's
      EquityCommon
      Stock- $.001 par value; 25,000,000shares
      authorized; 14,300,000 shares outstandingas
      of  December 31, 2007 andDecember
      31, 2006 respectively
              
              
              14,300
              
              
              
              14,300Additional
      Paid-In Capital
              
              
              9,000
              
              
              
              9,000Deficit
      Accumulated During the Development Stage
              
              
              (74,224
              )
              
              
              (30,412
              )Total
      Stockholder's Equity
              
              
              (50,924
              )
              
              
              (7,112
              )TOTAL
      LIABILITIES AND STOCKHOLDER'S EQUITY
              
              $
              17,135
              
              
              $
              4,992The
      accompanying notes are an integral part of these financial
      statements


F -
3




A.G. Volney Center,
      Inc.(A Development Stage
      Company)STATEMENTS
      OF OPERATIONSCumulativeFor
      the Year
              
              
              SinceEnded
              
              
              March
      6,December
      31,
              
              
              19972007
              
              
              2006
              
              
              (Inception)Revenues:Sales
      Revenue
              
              $
              33,793
              
              
              $
              3,826
              
              
              $
              37,619Less:
      Cost of Goods Sold
              
              
              (28,891
              )
              
              
              (3,118
              )
              
              
              (32,009
              )Gross
      Profit
              
              
              4,902
              
              
              
              708
              
              
              
              5,610Expenses:General
      and Administrative
              
              
              528
              
              
              
              598
              
              
              
              1,434Accounting
      Fees
              
              
              11,702
              
              
              
              14,467
              
              
              
              27,669Legal
      Fees
              
              
              35,000
              
              
              
              -
              
              
              
              35,000Organizational
      Costs
              
              
              280
              
              
              
              -
              
              
              
              13,580Outside
      Services
              
              
              376
              
              
              
              360
              
              
              
              1,034Total
      Expenses
              
              
              47,886
              
              
              
              15,425
              
              
              
              78,717Operating
      Income (loss)
              
              
              (42,984
              )
              
              
              (14,717
              )
              
              
              (73,107
              )Other
      (Income) ExpenseInterest,
      Net
              
              
              (433
              )
              
              
              (6
              )
              
              
              (149
              )Net
      Loss Before Taxes
              
              
              (43,417
              )
              
              
              (14,723
              )
              
              
              (73,256
              )Franchise
      Tax
              
              
              (395
              )
              
              
              (260
              )
              
              
              (968
              )Net
      Income (Loss)
              
              $
              (43,812
              )
              
              $
              (14,983
              )
              
              $
              (74,224
              )Basic
      & Diluted Loss per Share
              
              $
              -
              
              
              $
              -Weighted
      Average SharesOutstanding
              
              
              14,300,000
              
              
              
              14,287,950The
      accompanying notes are an integral part of these financial
      statements


F -
4




A. G. VOLNEY CENTER,
      INC.(A Development Stage
      Company)STATEMENT
      OF STOCKHOLDERS' EQUITYDeficitAccumulatedSince
              
              
              TotalMarch
      6,
              
              
              Stockholders'Common
      Stock
              
              
              Paid
      in
              
              
              1997
              
              
              EquityShares
              
              
              Par
      Value
              
              
              Capital
              
              
              (Inception)
              
              
              DeficiencyBalance
      at March 6, 1997 (Inception)
              
              
              1,210
              
              
              $
              12,100
              
              
              $
              -
              
              
              $
              -
              
              
              
              12,100Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (12,100
              )
              
              
              (12,100
              )Balance
      at December 31, 1997
              
              
              1,210
              
              
              
              12,100
              
              
              
              -
              
              
              
              (12,100
              )
              
              
              -Balance
      at December 31, 2002as
      originally reported
              
              
              1,210
              
              
              
              12,100
              
              
              
              -
              
              
              
              (12,100
              )
              
              
              -July
      29, 2003 10,000:1 Forward Stock Split
              
              
              12,098,790
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Restated
      Balance at December 31, 2002
              
              
              12,100,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Stock
      issued for Services July 31, 2003
              
              
              1,200,000
              
              
              
              1,200
              
              
              
              -
              
              
              
              -
              
              
              
              1,200Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,200
              )
              
              
              (1,200
              )Balance
      at December 31, 2003
              
              
              13,300,000
              
              
              
              13,300
              
              
              
              -
              
              
              
              (13,300
              )
              
              
              -Stock
      issued for Cash, February 26, 2004
              
              
              100,000
              
              
              
              100
              
              
              
              900
              
              
              
              -
              
              
              
              1,000Stock
      issued for Cash, March 02, 2004
              
              
              500,000
              
              
              
              500
              
              
              
              4,500
              
              
              
              -
              
              
              
              5,000Stock
      issued for Cash, March 12, 2004
              
              
              100,000
              
              
              
              100
              
              
              
              900
              
              
              
              -
              
              
              
              1,000Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,717
              )
              
              
              (1,717
              )Balance
      at December 31, 2004
              
              
              14,000,000
              
              
              
              14,000
              
              
              
              6,300
              
              
              
              (15,017
              )
              
              
              5,283Stock
      issued for Cash, October 23, 2005
              
              
              100,000
              
              
              
              100
              
              
              
              900
              
              
              
              -
              
              
              
              1,000Stock
      issued for Cash, October 31, 2005
              
              
              100,000
              
              
              
              100
              
              
              
              900
              
              
              
              -
              
              
              
              1,000Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (412
              )
              
              
              (412
              )Balance
      at December 31, 2005
              
              
              14,200,000
              
              
              
              14,200
              
              
              
              8,100
              
              
              
              (15,429
              )
              
              
              6,871Stock
      issued for Cash, February 13, 2006
              
              
              100,000
              
              
              
              100
              
              
              
              900
              
              
              
              -
              
              
              
              1,000Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (14,983
              )
              
              
              (14,983
              )Balance
      at December 31, 2006
              
              
              14,300,000
              
              
              
              14,300
              
              
              
              9,000
              
              
              
              (30,412
              )
              
              
              (7,112
              )Net
      Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (43,812
              )
              
              
              (43,812
              )Balance
      at December 31, 2007
              
              
              14,300,000
              
              
              $
              14,300
              
              
              $
              9,000
              
              
              $
              (74,224
              )
              
              $
              (50,924
              )The
      accompanying notes are an integral part of these financial
      statements


F -
5




A.G.
      VOLNEY CENTER, INC.(A
      Development Stage Company)STATEMENT OF CASH FLOWSCumulativeSinceFor
      the Year Ended
              
              
              March
      6,December
      31,
              
              
              19972007
              
              
              2006
              
              
              (Inception)CASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
              
              $
              (43,812
              )
              
              $
              (14,983
              )
              
              $
              (74,224
              )Stock
      Issued for Orginizational Costs
              
              
              -
              
              
              
              -
              
              
              
              13,300Increase
      (Decrease) in Accounts Receivable
              
              
              (15,112
              )
              
              
              -
              
              
              
              (15,112
              )(Increase)
      Decrease in Inventory
              
              
              83
              
              
              
              460
              
              
              
              (1,084
              )Increase
      (Decrease) in Accounts Payable
              
              
              41,114
              
              
              
              12,000
              
              
              
              53,114Increase
      (Decrease) in Sales Tax Payable
              
              
              8
              
              
              
              38
              
              
              
              46Increase
      (Decrease) in Accrued Interest
              
              
              433
              
              
              
              6
              
              
              
              449Net
      Cash Used in Operating Activities
              
              
              (17,286
              )
              
              
              (2,479
              )
              
              
              (23,511
              )CASH FLOWS FROM INVESTINGACTIVITIESNet
      Cash Provided by Investing Activities
              
              
              -
              
              
              
              -
              
              
              
              -CASH FLOWS FROM FINANCINGACTIVITIES:Common
      Stock Issued for Cash
              
              
              -
              
              
              
              1,000
              
              
              
              10,000Proceeds
      from  Shareholder Loan
              
              
              14,400
              
              
              
              -
              
              
              
              14,450Net
      Cash Provided by Financing Activities
              
              
              14,400
              
              
              
              1,000
              
              
              
              24,450Net
      (Decrease) Increase inCash
      and Cash Equivalents
              
              
              (2,886
              )
              
              
              (1,479
              )
              
              
              939Cash
      and Cash Equivalentsat
      Beginning of Period
              
              
              3,825
              
              
              
              5,304
              
              
              
              -Cash
      and Cash Equivalentsat
      End of Period
              
              $
              939
              
              
              $
              3,825
              
              
              $
              939SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION:Cash
      paid during the year for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Franchise
      Taxes
              
              $
              (395
              )
              
              $
              (260
              )
              
              $
              (968
              )SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIESStock
      Issued for Services
              
              $
              -
              
              
              $
              -
              
              
              $
              13,300The
      accompanying notes are an integral part of these financial
      statements


F -
6





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO
FINANCIAL STATEMENTS





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





This
summary of accounting policies for A.G. Volney Center, Inc. (a development stage
company) is presented to assist in understanding the Company's financial
statements.  The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.





Nature of Operations and
Going Concern





The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a “going concern”, which assume that  A. G.
Volney Center, Inc. (hereto referred to as the “Company”) will continue in
operation for at least one year and will be able to realize its assets and
discharge its liabilities in the normal course of operations.





Several
conditions and events cast doubt about the Company’s ability to continue as a
“going concern.”  The Company has incurred net losses of approximately
$ 74,000 for the period from March 6, 1997 (inception) to December 31, 2007, has
an accumulated deficit, has recurring losses, has minimal revenues and requires
additional financing in order to finance its business activities on an ongoing
basis.  The Company’s future capital requirements will depend on
numerous factors including, but not limited to, continued progress in finding a
merger candidate and the pursuit of business opportunities. The Company is
actively pursuing alternative financing and has had discussions with various
third parties, although no firm commitments have been obtained.  In
the interim, shareholders of the Company have committed to meeting its minimal
operating expenses.  Management believes that actions presently being
taken to revise the Company’s operating and financial requirements provide them
with the opportunity to continue as a “going concern”





These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”.  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.  If the Company
were unable to continue as a “going concern,” then substantial adjustments would
be necessary to the carrying values of assets, the reported amounts of its
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.








F -
7





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Organization and Basis of
Presentation





The
Company was incorporated under the laws of the State of Delaware on March 6,
1997 under the name Lottlink Technologies, Inc.  On July 29, 2003 the
Articles of Incorporation were amended to change the Company’s name to A.G.
Volney Center, Inc. The Company is to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition, or other business combination with
a domestic or foreign private business.  Since March 6, 1997, the
Company is in the development stage, and has not commenced planned principal
operations.  The Company has a December 31 year end.





Nature of
Business





The
Company was formed for the purpose of acquiring products from manufacturers
(factory overruns) and retailers (overstocks) and marketing the lower priced
merchandise to the retail public and wholesalers. It is anticipated that we can
sell the products at a substantial discount below wholesale prices for similar
products.





The
Company’s principal executive offices are located at 124 Lincoln Ave. South
Liverpool, NY  13088. Our telephone number is (315)
703-9012.





Cash and Cash
Equivalents





For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.





F -
8





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Revenue
Recognition





The
Company generates revenues by selling products purchased at a discount. The
Company recognizes revenues in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions.  The Company
recognizes revenue when the earnings process is complete.  That is,
when the arrangements of the goods are documented, the
pricing becomes final and collectibility is reasonably assured. An allowance for
bad debt is provided based on estimated losses. For revenue received in advance
for goods, the Company records a current liability classified as either deferred
revenue or customer deposits. As of the year ended December 31, 2007 and 2006,
there was no deferred revenue.





Allowance for Doubtful
Accounts





The
Company recognizes an allowance for doubtful accounts to ensure accounts
receivable are not overstated due to uncollectibility. Bad debt reserves are
maintained for all customers based on a variety of factors, including the length
of time the receivables are past due, significant one-time events and historical
experience. An additional reserve for individual accounts is recorded when the
Company becomes aware of a customer’s inability to meet its financial
obligation, such as in the case of bankruptcy filings or deterioration in the
customer’s operating results or financial position.  If circumstances
related to customers change, estimates of the recoverability of receivables
would be further adjusted. As of December 31, 2007 and 2006, the Company has
determined an allowance for doubtful accounts is not necessary.





Concentration of Credit
Risk





The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements.  The Company had cash and cash equivalents of $939 and
$3,825 as of December 31, 2007 and 2006 all of which was fully covered by
federal depository insurance.





F -
9





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Pervasiveness of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles required 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 revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Inventories





Inventories
are valued at the lower of cost or market, with cost determined on a first-in,
first-out basis and market based upon the replacement cost or realizable
value.  Inventories consisted of the following amounts.





December
      31,2007
              
              
              2006Candles
              
              $
              1,084
              
              
              $
              1,167Total
              
              $
              1,084
              
              
              $
              1,167




Loss per
Share





Basic
loss per share has been computed by dividing the loss for the year applicable to
the common stockholders’ by the weighted average number of common shares
outstanding during the years.  There were no common equivalent shares
outstanding at December 31, 2007 and 2006.  The loss of these
customers would adversely impact the business of the Company.





Major
Supplier





During
the year ended December 31, 2007 one supplier, Seven Oceans Enterprises, Inc.
accounted for 100% of the inventory purchased.  The loss of this
supplier would adversely impact the business of the Company.








F -
10





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Major
Customers





During
the year ended December 31, 2007, two customers accounted for 99% of the
Company’s revenues.  The Company had revenues of $17,594 from Kim’s
County Classics and $16,097 from Fountain Treats.  The total revenues
for December 31, 2007 were $ 33,793.





Financial
Instruments





The
Company’s financial assets and liabilities consist of cash, accounts receivable,
inventory, and accounts payable. Except as otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The fair values of these financial
instruments approximate their carrying values due to the sort-term maturities of
these instruments.





Income
Taxes





The
Company accounts for income taxes under the provisions of SFAS No.109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.





Reclassification





Certain
reclassifications have been made in the 2006 financial statements to conform to
the December 31, 2007 presentation





F -
11





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Stock-Based
Compensation





Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
December 31, 2006, and 2005 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.





Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2006 and 2005, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at December 31, 2007 and 2006.





F -
12





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Recent Accounting
Standards





In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting.  SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFA No. 107,
“Disclosures about Fair Value of Financial Instruments.”SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008.  The adoption
of this pronouncement is not expected to have an impact on the Company’s
financial position, results of operations or cash flows.





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





F -
13





A. G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Recent Accounting Standards
(Continued)





In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting.  This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.





F -
14





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 2 - INCOME
TAXES





As of
December 31, 2007, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $60,924 that may be offset against
future taxable income through 2027.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.







2007
            
            
            2006Net
      Operating Losses
            
            $
            9,139
            
            
            $
            2567Valuation
      Allowance
            
            
            (9,139
            )
            
            
            (2567
            )$
            -
            
            
            $
            -





The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:





2007
            
            
            2006Provision
      (Benefit) at US Statutory Rate
            
            $
            6,572
            
            
            $
            2,248Increase
      (Decrease) in Valuation Allowance
            
            
            (6,572
            )
            
            
            (2,248
            )$
            -
            
            
            $
            -





The
Company evaluates its valuation allowance requirements based on projected future
operations.  When circumstances change and causes a change in
management's judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current
income.





NOTE 3 - DEVELOPMENT STAGE
COMPANY





The
Company has not begun principal operations and as is common with a development
stage company, the Company will have recurring losses during its development
stage.  The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.  In the interim, shareholders of the
Company have committed to meeting its minimal operating expenses.






F -
15




A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 4 – UNCERTAIN TAX
POSITIONS





Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.





Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2007.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.





With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2007:





United
      States (a)
            
            2004–
      Present





(a) Includes federal as well as state
or similar local jurisdictions, as applicable.





NOTE 5 -
COMMITMENTS





As of
December 31, 2007, all activities of the Company have been conducted by
corporate officers from either their homes or business
offices.  Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.








F -
16





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 6 – RELATED PARTY
TRANSACTIONS





As of
December 31, 2007 and 2006, Joseph C. Passalaqua, a shareholder, has loaned the
Company   $14,450 and $50.  These loans are payable on
demand and carry a simple interest rate of 10% per annum. As of December 31,
2007 and 2006, $ 449 and $16 of interest was due on these notes.





During
2003, the Company issued 400,000 shares to David F. Stever, President of the
Company/ Director, for services rendered.





During
2003, the Company issued 400,000 shares to Samantha Ford, Secretary of the
Company/ Director, for services rendered.





During
2003, the Company issued 400,000 shares to John J. Connolly, Director of the
Company, for services rendered.





NOTE 7- COMMON STOCK
TRANSACTIONS





On March
06, 1997, the Company issued 1,210 shares of no par common stock for
services.  Shares were valued at $10 per share.





On April
7, 1997, the Board of Directors amended the Certificate of Incorporation by
changing the total authorized stock to 25 million shares with a par value of
$.001 per share. This Amendment was not filed or effective until July 29,
2003.





On July
29, 2003, the Board of Directors authorized a 10,000 for 1 forward stock
split.





On July
31, 2003, the Company issued 1,200,000 shares to the Directors of the Company
for services rendered. Shares were issued for $.001 per share





On
February 26, 2004, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share





On March
02, 2004, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share





On March
12, 2004, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share





On
October 23, 2005, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.





F -
17





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 7- COMMON STOCK
TRANSACTIONS (continued)





On
October 31, 2005, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.





On
February 13, 2006, the Company issued 100,000 shares of common stock for
cash.  Shares were issued for $.01 per share.








F -
18








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




A.G.
      VOLNEY CENTER, INC.Date:
      March 27, 2008
            By:
            /s/ DAVID
      F. STEVERDavid
      F. SteverPresident,
      Chief Executive Officer, Chief Financial Officer  and
      Director
              (Principal
      Executive Officer and Principal and Accounting Financial
      Officer)








Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, thisreport has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.








Date
            Name
            PositionMarch
      27, 2008
            /s/ David F. Stever
              David
      F. Stever
            President,
      Chief Executive Officer and Director
              (Principal
      Executive Officer and Principal Financial Officer)March
      27, 2008
            /s/ Samantha F. Ford
              Samantha
      F. Ford
            Secretary,
      Treasurer and DirectorMarch
      27, 2008
            /s/ John J. Connelly
              John
      J. Connelly
            Director