UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             Form 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2006

	OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to _______________


                   Commission File Number 000-52135


                         Ruby Growth Corporation
        ------------------------------------------------------
	(Exact name of Registrant as specified in its charter)

         Cayman Islands                                    N/A
  -------------------------------                    -------------------
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                     c/o Nautilus Global Partners
               700 Gemini, Suite 100, Houston, TX 77056
           ---------------------------------------------------
           (Address of principal executive offices) (Zip Code)

                            (281) 488-3883
           ----------------------------------------------------
           (Registrant's telephone number, including area code)

	Indicate by check mark whether the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

         Yes [ ]                                      No [X]

	Indicate by check mark whether the  Registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

         Yes [ ]                                      No [X]

       Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
         Yes [X]                                      No [ ]

	Indicate by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation  S-K is not contained  herein,  and
will not be contained, to the best of Registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

<PAGE>

       Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of "accelerated filer and large accelerated filer" in
rule 12b-2 of the Exchange Act.

     Large accelerated filer [ ]             Accelerated filer [ ]
     Non-accelerated filer   [X]

       Indicate by check mark whether the registrant is a shell company
(as defined in rule 12b-2 of the Exchange Act).

         Yes [X]                                      No [ ]


       At March 29, 2007, there were 1,281,500 shares of Registrant's
ordinary shares outstanding.

<PAGE>


                           GENERAL INDEX
                                                                  Page
                                                                 Number
------------------------------------------------------------------------

Part I

Item 1.  Business..............................................    4
Item 1A. Risk Factors..........................................    6
Item 1B. Unresolved Staff Comments.............................    12
Item 2.  Properties............................................    12
Item 3.  Legal Proceedings.....................................    12
Item 4.  Submission of Matters to a Vote of Security Holders...    12

PART II

Item 5.  Market for Registrant's Common Equity, Related
         Stockholder Matters and Issuer Purchases of
           Equity Securities...................................    12
Item 6.  Selected Financial Data...............................    13
Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operation..................    13
Item 7A. Quantitative and Qualitative Disclosures About
           Market Risk.........................................    14
Item 8.  Financial Statements and Supplementary Data...........    14
Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure.................    14
Item 9A. Controls and Procedures...............................    14
Item 9B. Other Information.....................................    15

PART III

Item 10. Directors, Executive Officers and Corporate
           Governance..........................................    15
Item 11. Executive Compensation................................    17
Item 12. Security Ownership of Certain Beneficial Owners
           and Management and Related Stockholder Matters......    18
Item 13. Certain Relationships and Related Transactions,
           and Director Independence...........................    19
Item 14. Principal Accounting Fees and Services................    20

PART IV

Item 15. Exhibits and Financial Statement Schedules............    20

SIGNATURES.....................................................    21


<PAGE>


ITEM 1. BUSINESS

General

       Ruby Growth Corporation ("we", "us", "our", the "Company"
or "Ruby") was organized under the laws of the Cayman Islands on
March 10, 2006. Since inception, we have been engaged in
organizational efforts.  We are a blank check development stage
company formed for the purpose of acquiring, through a stock exchange,
asset acquisition or similar business combination an operating
business.  We have not conducted negotiations or entered into a letter
of intent concerning any target business.

Plan of Operation

       We do not currently engage in any business activities that
generate revenue and do not expect to generate revenue until such time
as we have successfully completed a business combination.  Our
operations will consist entirely of identifying, investigating and
conducting due diligence on potential businesses for acquisition, none
of which will generate revenues.  In addition to the costs that we
have incurred in connection with our formation and the filing of our
registration statement and periodic and current reports, including
legal, accounting and auditing fees, we expect to incur costs
associated with identifying acquisition targets and completing
necessary due diligence.

       We believe we will be able to meet the costs of these activities
through use of funds that we have raised in private sales of our
ordinary shares. If we require additional funds, we will seek
additional investments from our shareholders, management or other
investors.

Narrative Description of Business

       Although we have not identified or entered into any agreements
with a potential target business to date, we intend to focus on
targets located primarily in Asia, South America and Eastern Europe,
as we believe that businesses with operating history and growth
potential in these locations could benefit significantly from access
to the United States capital markets and may offer the potential of
capital appreciation stemming from economic growth in such emerging
markets.

       The analysis of business opportunities will be undertaken by or
under the supervision of our officer and directors who will have a
large amount of flexibility in seeking, analyzing and participating in
potential business opportunities. In our efforts to analyze potential
acquisition targets, we will consider the following kinds of factors:

*      Potential for growth, indicated by new technology, anticipated
       market expansion or new products;
*      Competitive position as compared to other firms of similar size
       and experience within the industry segment as well as within
       the industry as a whole;
*      Strength and diversity of management, either in place or
       scheduled for recruitment;
*      Capital requirements and anticipated availability of required
       funds;
*      The extent to which the business opportunity can be advanced;
*      The accessibility of required management expertise, personnel,
       raw materials, services, professional assistance and other
       required items; and
*      Other relevant factors.

       In applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors and
circumstances and make a determination based upon reasonable
investigative measures and available data. Potentially available
business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.  If necessary, we will retain third
party consultants to aid us in our evaluation of potential targets,
provided that we have the necessary capital available.

       We anticipate that the selection of a business combination will
be complex and extremely risky.  In addition, we believe that as a
result of general economic conditions, shortages of available capital,
the attractiveness of obtaining access to United States capital


                                  4
<PAGE>

markets, and the perceived benefits of becoming a publicly traded
company, that there may be numerous firms seeking business combination
partners such as ourselves, thus adding to the complexity.

Competition

       In identifying, evaluating and selecting a target business, we
may encounter intense competition from other entities having a
business objective similar to ours. There are numerous blank check
companies that have gone public in the United States that have
significant financial resources, that are seeking to carry out a
business plan similar to our business plan. Furthermore, there are a
number of additional blank check companies that are still in the
registration process or are about to file registration statements,
both under the Securities and Exchange Act and under the Securities
Act.  Additionally, we may be subject to competition from other
companies looking to expand their operations through the acquisition
of a target business. Many of these entities are well established and
have extensive experience identifying and effecting business
combinations directly or through affiliates. Many of these competitors
possess greater technical, human and other resources than us and our
financial resources will be relatively limited when contrasted with
those of many of these competitors.

       While we believe there may be numerous potential target businesses
that we could acquire with our currently available funds, our ability
to compete in acquiring certain sizable target businesses will be
limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the
acquisition of a target business.

       Our management believes, however, that our status as a reporting
entity and potential access to the United States public equity markets
may give us a competitive advantage over privately-held entities
having a similar business objective as ours in acquiring a target
business with significant growth potential on favorable terms. We also
believe that because we are incorporated in the Cayman Islands we may
be attractive from a tax perspective to potential targets operating
outside of the United States, as the majority of non-operating
companies that are seeking reverse merger candidates are incorporated
in the United States, which potentially adds an additional layer of
taxation.

       Further, if we succeed in effecting a business combination, there
will be, in all likelihood, intense competition from competitors of
the target business. We cannot assure you that, subsequent to a
business combination, we will have the resources or ability to compete
effectively.

Forms of Acquisition

       The structure of a potential business combination, either
through an acquisition or a merger, will depend upon a number of
factors, including, the nature of the target entity's ownership
structure, its business structure and the relative negotiating
strengths of the parties to the transaction.  It is our intention to
structure a business combination so that the consideration we offer
the owners of the target company consists primarily of ordinary
shares.  Such a structure provides the benefit of conserving our
capital, but has the potential drawback of resulting in our current
shareholders no longer having control of a majority of our voting
ordinary shares following such a transaction.

       If a business combination is structured as an acquisition, we
may be able to structure the transaction so that the vote or approval
by our shareholders is not required.  If a business combination is
structured as merger, then we may be required to call a shareholders'
meeting and obtain the approval of the holders of a majority of the
outstanding ordinary shares.  The necessity to obtain such shareholder
approval may result in delay and additional expense in the
consummation of any proposed transaction and may also give rise to
certain appraisal rights to dissenting shareholders.  Accordingly, we
will seek to structure any such transaction so as not to require
shareholder approval.

       We currently anticipate that we will be able to effect only one
business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective shareholders, which
is likely to occur if we offer our ordinary shares to obtain a target


                                  5
<PAGE>

business.  This lack of diversification should be considered a
substantial risk in investing in us, because it will not permit us to
offset potential losses from one venture against gains from another.

Employees

       We presently have no employees apart from our officers. We
expect no significant changes in the number of our employees other
than such changes, if any, incident to a business combination.

ENFORCEABILITY OF CIVIL LIABILITIES

       We are incorporated in the Cayman Islands because our management
believes that incorporation in the Cayman Islands offer a number of
benefits, including, but not limited to, the following:

       *    political and economic stability;
       *    an effective judicial system;
       *    a favorable tax system;
       *    the absence of exchange control or currency restrictions;
            and
       *    the availability of professional and support services.

       However, certain disadvantages accompany incorporation in the
Cayman Islands. These disadvantages include:

       *    the Cayman Islands has a less developed body of securities
            laws as compared to the United States and provides
            significantly less protection to investors; and
       *    Cayman Islands companies may not have standing to sue before
            the federal courts of the United States.

       We have been advised that there is uncertainty as to whether the
courts of the Cayman Islands would:

       *    recognize or enforce judgments of United States courts
            obtained against us or our directors or officers predicated
            upon the civil liability provisions of the securities laws
            of the United States or any state in the United States; or
       *    entertain original actions brought in the Cayman Islands or
            China against us or our directors or officers predicated
            upon the securities laws of the United States or any state
            in the United States.

       We have been advised that a final and conclusive judgment in the
federal or state courts of the United States under which a sum of
money is payable, other than a sum payable in respect of taxes, fines,
penalties or similar charges, may be subject to enforcement
proceedings as a debt in the courts of the Cayman Islands under the
common law doctrine of obligation.

ITEM 1A.  RISK FACTORS

This Annual Report on Form 10-K contains "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended.  Forward-looking statements are not statements of
historical facts, but rather reflect our current expectations or
beliefs concerning future events and results. We generally use the
words "believes,"  "expects,"  "intends," "plans," "anticipates,"
"likely,"   "will"  and   similar   expressions   to  identify
forward-looking  statements.  Such forward-looking statements,
including those concerning our expectations,  involve risks,
uncertainties  and other factors, some of which are  beyond  our
control,  which may  cause our  actual  results, performance or
achievements,  or industry  results,  to be materially  different from
any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements. The risks, uncertainties
and factors that could cause our results  to  differ  materially  from
our  expectations  and  beliefs include,  but are not limited to,
those  factors set forth in this Annual Report on Form 10-K under
"Item 1A. - Risk Factors" below, as well as the following:


                                  6
<PAGE>

       *    changes in laws or regulations affecting our
            operations;

       *    changes in our business tactics or strategies;

       *    acquisitions of new operations;

       *    changing market forces or contingencies that
necessitate, in  our judgment, changes in our plans, strategy or
tactics; and

       *    fluctuations in the investment markets or interest
rates, which might materially affect our operations or financial
condition.

       We cannot assure you that the expectations or beliefs reflected
in these forward-looking statements will prove correct.  We undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.  You are cautioned not to unduly rely on such forward-
looking   statements when evaluating the information presented in this
Annual Report on Form 10-K.



We are a development stage company with no operating history and,
accordingly, you will not have any basis on which to evaluate our
ability to achieve our business objective.

	Because we are a recently formed development stage company with
no operations and/or functions to date, you will have no basis upon
which to evaluate our ability to achieve our business objective, which
is to acquire an operating business.  We have not conducted any
negotiations regarding Acquisitions and we have no current plans,
arrangements or understandings with any prospective Acquisition
candidates.

We are dependent on the ability of management to locate, attract and
effectuate a suitable acquisition candidate; management intends to
devote only a limited amount of time to seeking a target company.

       The nature of our operations is highly speculative and there is a
consequent risk of loss of your investment. The success of our plan of
operation will depend to a great extent on the operations, financial
condition and management of an identified business opportunity. We
cannot assure you that we will be successful in locating candidates
with established operating histories. In the event we complete a
business combination with a privately held company, the success of our
operations may be dependent upon management of the successor firm and
numerous other factors beyond our control.  While seeking a business
combination, management anticipates devoting no more than a few hours
per week to the Company's affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in
the foreseeable future. This limited commitment may adversely impact
our ability to identify and consummate a successful business
combination.

There is no public market for our ordinary shares.

       There is no public trading market for our ordinary shares and
none is expected to develop unless and until, among other things, we
complete an acquisition, file a selling shareholder registration
statement under the Securities Act, and such ordinary shares are
accepted for trading on a trading medium in the United States, the
occurrence of any of which no assurances can be given when, if, or
ever.

Because of our limited resources and intense competition for private
companies suitable for an acquisition of the type contemplated by
management, we may not be able to consummate an acquisition on
suitable terms, if at all.

       We expect to encounter intense competition from other entities
having business objectives similar to ours.  The highly competitive
market for the small number of business opportunities could reduce the
likelihood of consummating a successful business combination.  Many of
the entities that we will be in competition with are well established


                                  7
<PAGE>

and have extensive experience in identifying and effecting business
combinations directly or through affiliates.  A large number of
established and well-financed entities, including small public
companies and venture capital firms, are active in mergers and
acquisitions of companies that may be desirable target candidates for
us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. These competitive factors may reduce the likelihood of
our identifying and consummating a successful business combination.

We have no agreements for a business combination or other transaction.

       We have no arrangement, agreement or understanding with respect
to engaging in a merger with, joint venture with or acquisition of, a
private or public entity. No assurances can be given that we will
successfully identify and evaluate suitable business opportunities or
that we will conclude a business combination. Management has not
identified any particular industry or specific business within an
industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is
consequently a risk that funds allocated to the purchase of our shares
will not be invested in a company with active business operations.

Management intends to devote only a limited amount of time to seeking
a target company which may adversely impact our ability to identify a
suitable acquisition candidate.

       While seeking a business combination, management anticipates
devoting no more than a few hours per week to the Company's affairs in
total. Our officer has not entered into a written employment agreement
with us and is not expected to do so in the foreseeable future. This
limited commitment may adversely impact our ability to identify and
consummate a successful business combination.

The time and cost of preparing a private company to become a public
reporting company may preclude us from entering into a merger or
acquisition with the most attractive private companies.

       Target companies that fail to comply with SEC reporting
requirements may delay or preclude acquisition. Sections 13 and 15(d)
of the Exchange Act require reporting companies to provide certain
information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two, or
three years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities
to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the
required audited statements may be inappropriate for acquisition so
long as the reporting requirements of the Exchange Act are applicable.

Our business will have no revenues unless and until we merge with or
acquire an operating business.

       We are a development stage company and have had no revenues from
operations. We may not realize any revenues unless and until we
successfully merge with or acquire an operating business.  Further, we
anticipate that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial
management time and attention require the expenditure of significant
financial resources. If we decide not to participate in a specific
business opportunity, or if we fail to consummate a business
combination, the costs incurred by us related to a transaction may
result in the loss of the related costs incurred.

We may require additional funds in order to operate a business that we
acquire.

       Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or
growth, including entities without established records of sales or
earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a
business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to
evaluate the risks inherent in a particular target business, there can
be no assurance that we will properly ascertain or assess all
significant risks.  If we obtain a business that requires additional


                                  8
<PAGE>

capital that we cannot provide, it could have a material adverse
effect on our business and could result in the loss of your entire
investment.

We expect to issue additional ordinary shares in a merger or
acquisition, which will result in substantial dilution.

       Our Memorandum of Association authorizes the issuance of a
maximum of 50,000,000 ordinary shares. Any merger or acquisition
effected by us may result in the issuance of additional securities
without shareholder approval and may result in substantial dilution in
the percentage of our ordinary shares held by our then existing
shareholders.

We have not conducted any market research or identified business
opportunities, which may affect our ability to identify a business to
merge with or acquire.

       We have neither conducted nor have others made available to us
results of market research concerning prospective business
opportunities. Therefore, we have no assurances that market demand
exists for a merger or acquisition as contemplated by us. Our
management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be
expected that any such target business or transaction will present
such a level of risk that conventional private or public offerings of
securities or conventional bank financing will not be available. There
is no assurance that we will be able to acquire a business opportunity
on terms favorable to us. Decisions as to which business opportunity
to participate in will be unilaterally made by our management, which
may act without the consent, vote or approval of our shareholders.

We cannot assure you that following a business combination with an
operating business, our ordinary shares will be listed on NASDAQ or
any other securities exchange.

       Following a business combination, we may seek the listing of our
ordinary shares on NASDAQ or the American Stock Exchange. However, we
cannot assure you that following such a transaction, we will be able
to meet the initial listing standards of either of those or any other
stock exchange, or that we will be able to maintain a listing of our
ordinary shares on either of those or any other stock exchange. After
completing a business combination, until our ordinary shares are
listed on the NASDAQ or another stock exchange, we expect that our
ordinary shares would be eligible to trade on the OTC Bulletin Board,
another over-the-counter quotation system, or on the "pink sheets,"
where our shareholders may find it more difficult to dispose of shares
or obtain accurate quotations as to the market value of our ordinary
shares. In addition, we would be subject to an SEC rule that, if it
failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed
by the rule to persons other than established customers and accredited
investors. Consequently, such rule may deter broker-dealers from
recommending or selling our ordinary shares, which may further affect
its liquidity. This would also make it more difficult for us to raise
additional capital following a business combination.

Our shareholders may face different considerations in protecting their
interests because we are incorporated under Cayman Islands law.

	Our corporate affairs are governed by our Memorandum and Articles
of Association, by the Companies Law (as revised) of the Cayman
Islands and the common law of the Cayman Islands. The rights of
shareholders to take action against our directors, actions by minority
shareholders and the fiduciary responsibilities of our directors to us
under Cayman Islands law are to a large extent governed by the common
law of Cayman Islands. The common law in the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman
Islands and from English common law, the decisions of whose courts are
of persuasive authority but are not binding on a court in the Cayman
Islands. Cayman Islands law relating to the right of shareholders and
the fiduciary duties of our directors may not be as established and
may differ from provision under statutes or judicial precedent in
existence in jurisdictions in the United States. As a result, our
public shareholders may have more difficulty in protecting their
interests in actions against the management, directors or our
controlling shareholders than would shareholders of a corporation
incorporated in a jurisdiction in the United States.


                                  9
<PAGE>


Judgments against us may be difficult or impossible to enforce in
foreign jurisdictions.

	We are a Cayman Islands company and a substantial majority of our
assets are located outside the U.S. In addition, a majority of our
directors and officers reside outside the U.S. As a result, it may not
be possible to effect service of process within the U.S. upon such
persons, including with respect to matters arising under U.S. or
foreign securities or other applicable laws. There is uncertainty as
to whether the courts of the Cayman Islands, Hong Kong or China would
recognize or enforce judgments of United States courts obtained
against us or such persons based upon the civil liability provisions
of the securities laws of the United States, or be competent to hear
original actions based upon these laws. In addition, any judgments
obtained in the U.S. against us, including judgments predicated on the
civil liability provisions of the securities laws of the United States
or any state thereof, may be not collectible within the U.S. Moreover,
China does not have treaties providing for the reciprocal recognition
and enforcement of judgments of courts within the U.S., Japan or most
western countries. Hong Kong has no arrangement for the reciprocal
enforcement of judgments within the U.S. As a result, if you intend to
enforce a judgment obtained in the U.S. against our assets located
outside the U.S., such judgment may be subject to re-examination of
the merits of the action by a foreign court and face additional
procedures and other difficulties which would not be required for
enforcement of such judgment in the U.S. Enforcing such judgments may
be difficult or impossible.

If we effect a business combination with a company located outside of
the United States, we would be subject to a variety of additional
risks that may negatively impact our operations.

       We intend to effect a business combination with a company located
outside of the United States. If we do so, we could be subject to
special considerations and/or risks associated with companies
operating in the target business' home jurisdiction, including any of
the following:

       *    rules and regulations or currency conversion or corporate
            withholding taxes on individuals;
       *    tariffs and trade barriers;
       *    regulations related to customs and import/export matters;
       *    longer payment cycles;
       *    tax issues, such as tax law changes and variations in tax
            laws as compared to the United States;
       *    currency fluctuations;
       *    challenges in collecting accounts receivable;
       *    cultural and language differences; and
       *    employment regulations.

We cannot assure you that we would be able to adequately address these
additional risks. If we were unable to do so, our operations, and
those of the business that we acquired, could be materially adversely
affected.


If we effect a business combination with a company located outside of
the United States, the laws applicable to such company will likely
govern all of our material agreements and we may not be able to
enforce our legal rights.

	If we effect a business combination with a company located
outside of the United States, the laws of the country in which such
company operates will govern almost all of the material agreements
relating to its operations. We cannot assure you that the target
business will be able to enforce any of its material agreements or
that remedies will be available in this new jurisdiction. The system
of laws and the enforcement of existing laws in such jurisdiction may
not be as certain in implementation and interpretation as in the
United States. The inability to enforce or obtain a remedy under any
of our future agreements could result in a significant loss of
business, business opportunities or capital. Additionally, if we
acquire a company located outside of the United States, it is likely
that substantially all of our assets would be located outside of the
United States and some of our officers and directors might reside
outside of the United States. As a result, it may not be possible for
investors in the United States to enforce their legal rights, to
effect service of process upon our directors or officers or to enforce
judgments of United States courts predicated upon civil liabilities
and criminal penalties of our directors and officers under Federal
securities laws.


                                  10
<PAGE>

Authorization of Preference Shares.

       Our Memorandum of Association authorizes the issuance of up to
1,000,000 preference shares with designations, rights and preferences
determined from time to time by our Board of Directors.  Accordingly,
our Board of Directors is empowered, without shareholder approval, to
issue preference shares with dividend, liquidation, conversion,
voting, or other rights which could adversely affect the voting power
or other rights of the holders of our ordinary shares. In the event of
issuance, the preference shares could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a
change in control of our Company. Although we have no present
intention to issue any preference shares, we cannot assure you that we
will not do so in the future.

We may become a passive foreign investment company, which could result
in adverse U.S. federal income tax consequences to U.S. investors.

	Based on the nature of our business, we do not expect to be a
passive foreign investment company, or PFIC, for U.S. federal income
tax purposes for our current taxable year. However, whether or not we
are a PFIC for any taxable year will be based in part on the character
of our income and assets and the value of our assets from time to
time, which will be based in part on the trading price of our ordinary
shares, once they commence trading, which may be volatile.
Accordingly, it is possible that we may be a PFIC for any taxable
year. If we were treated as a PFIC for any taxable year during which a
U.S. investor held an ordinary share, certain adverse U.S. federal
income tax consequences could apply to the U.S. investor.

If we effect a business combination with a United States corporation
we could face adverse tax effects under the United States tax laws.

	Although we currently intend to focus on Asia, South America and
Eastern Europe for potential business combination targets, if we were
to effect a business combination with a U.S. corporation, such a
combination could subject us to potentially adverse tax effects as a
result of changes made to the U.S. Internal Revenue Code of 1986, as
amended, by the American Jobs Creation Act of 2004 relating to the
treatment of domestic business entities which expatriate from the
United States to a foreign jurisdiction. These new provisions
generally apply to the direct or indirect acquisition of substantially
all of the properties of a domestic enterprise by a foreign
corporation if there is at least 60% or 80% of continuing share
ownership in the successor foreign entity by the former stockholders
of the U.S. corporation and substantial business activities are not
conducted in the jurisdiction in which such successor is created or
organized.  In the event we effected a business combination with a
U.S. corporation, and were subsequently subject to these new rules, it
could cause us to lose certain tax benefits, which could make the
transaction more expensive to us, which could have an adverse effect
on our operations.

If we are deemed to be a controlled foreign corporation, or CFC, we
may be subject to certain U.S. income tax risks associated with the
CFC rules under the U.S. Internal Revenue Code of 1986, as amended.

       We will be considered a CFC for any year in which our United
States shareholders that each own (directly, indirectly or by
attribution) at least 10% of our voting shares (each a "10% U.S.
Holder") together own more than 50% of the total combined voting power
of all classes of our voting shares or more than 50% of the total
value of our shares.  If we were classified as a CFC, such
classification would have many complex results, one of which is that
if you are a 10% U.S. Holder on the last day of our taxable year, you
will be required to recognize as ordinary income your pro rata share
of certain of our income (including both ordinary earnings and capital
gains) for the taxable year, whether or not you receive any
distributions on your ordinary shares during that taxable year.

       If we are deemed to be a CFC in the future, these rules would
then apply to holders of our ordinary shares. Accordingly, U.S.
persons should consider the possible application of the CFC rules
before making an investment in our ordinary shares.


                                  11
<PAGE>


ITEM 1B.  UNRESOLVED STAFF COMMENTS

       None.

ITEM 2.   PROPERTIES

       We do not own or rent any property.  We utilize the office space
and equipment of our officer and directors at no cost.


ITEM 3.   LEGAL PROCEEDINGS

       We are not party to any legal proceedings.


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

       No matters were submitted to a vote of security holders during
the fourth quarter of 2006.


                               PART II

ITEM 5.   MARKET FOR Registrant's COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)    Market information

       Our ordinary shares have not been listed for trading on the OTC
Bulletin Board or on any stock exchange and we do not anticipate
applying for listing on any exchange until after such time that we
have completed a business acquisition.

(b)    Holders

       As of December 31, 2006, there were 465 record holders of
1,281,500 Ordinary Shares.

(c)    Dividends

       We have not paid any cash dividends to date and we do not
anticipate or contemplate paying dividends in the foreseeable future.
It is the present intention of management to utilize available funds
for development of our business.

(d)    Securities authorized for issuance under equity compensation
plans

       As of December 31, 2006, we had no equity compensation plans and
we do not intend to have an equity compensation plan prior to the
completion of a business combination.






                                  12
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

       The selected financial data presented below has been derived from
our audited financial statements appearing elsewhere herein.

                                           Period from March 10, 2006
                                              (Date of Inception)
                                              to December 31, 2006
                                           --------------------------
            Revenues                               $          -
            Expenses                                     26,374
            Net Loss                                    (25,862)
            Basic and diluted loss per share       $       (.02)
                                                   ------------
            Total Assets                           $     35,972
                                                   ============


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

Disclosure Regarding Forward Looking Statements

       Statements, other than historical facts, contained in this
Annual Report on Form 10-K, including statements of potential
acquisitions and our strategies, plans and objectives, are "forward-
looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  Although we believe that our forward looking statements are
based on reasonable assumptions, we caution that such statements are
subject to a wide range of risks, trends and uncertainties that could
cause actual results to differ materially from those projected.  Among
those risks, trends and uncertainties are important factors that could
cause actual results to differ materially from the forward looking
statements, including, but not limited to; the effect of existing and
future laws, governmental regulations and the political and economic
climate of the United States; the effect of derivative activities; and
conditions in the capital markets.  We undertake no duty to update or
revise these forward-looking statements.

       When used in this Form 10-K, the words, "expect," "anticipate,"
"intend," "plan," "believe," "seek," "estimate" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying
words. Because these forward-looking statements involve risks and
uncertainties, actual results could differ materially from those
expressed or implied by these forward-looking statements for a number
of important reasons.

General

       We are a development stage company formed solely for the purpose
of identifying and entering into a business combination with a
privately held business or company, domiciled and operating in an
emerging market,  that is seeking the advantages of being a publicly
held corporation whose stock is eventually traded on a major United
States stock exchange.  We intend to focus on targets located
primarily in Asia, South America and Eastern Europe, as we believe
that businesses with operating history and growth potential in these
locations would benefit significantly from access to the United States
capital markets and may offer the potential of capital appreciation
stemming from the economic growth in such emerging markets.


                                  13
<PAGE>

Plan of Operation

       As of December 31, 2006 and as of the date of this report, we had
not engaged in any business activities that generate revenue.  Our
activities to date have been primarily focused upon our formation and
raising capital.  We have conducted private offerings of our ordinary
shares, the proceeds of which we intend to use for payment of costs
associated with formation, accounting and auditing fees, legal fees,
and costs associated with identifying acquisition targets and
completing necessary due diligence.  In addition, we expect to incur
costs related to filing periodic reports with the Securities and
Exchange Commission.

       We believe we will be able to meet these costs for at least the
next 12 months using the funds that we have raised through our private
offerings.  If necessary, we believe that we will be able to raise
additional funds through additional private sales of ordinary shares,
or by obtaining loans from our shareholders, management or other
investors.

       We may consider a business which has recently commenced
operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new
product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not
need substantial additional capital, but which desires to establish a
public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.

Continuing Operating Expenses for the period of inception through
December 31, 2006

       Because we currently do not have any business operations, we have
not had any revenues during the period of inception through December
31, 2006. Total expenses for the period from inception to December 31,
2006 were $26,374. These expenses constituted professional and filing
fees.

Liquidity and Capital Resources

       As of December 31, 2006, we had $35,972 in cash available and had
current liabilities of $6,754 to a related party and $7,730 to
unrelated parties.  The Company is actively pursuing merger
opportunities as described in the "General" Section of Management's
Discussion and Analysis, and believes that its current available cash
will be sufficient for its operations until a merger candidate is
selected, but may seek additional financing in connection with a
potential business combination or if it otherwise requires additional
funds.

ITEM 7A.  QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

       None.

ITEM 8.   FINANCIAL STATEMENTS

       The financial statements of the Company, including the notes
thereto and report of the independent auditors thereon, are included
in this report as set forth in the "Index to Financial Statements."
See F-1 for Index to Consolidated Financial Statements.

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

       None.

ITEM 9A.  CONTROLS AND PROCEDURES

       The term "disclosure controls and procedures" is defined in Rules
13a -15(e) and 15d - 15(e) of the Securities Exchange Act of 1934 (the
Act). The rules refer to the controls and other procedures designed to
ensure that information required to be disclosed in reports that we
file or submit under the Act is recorded, processed, summarized and


                                  14
<PAGE>


reported within the time period specified. As of December 31, 2006,
management, including the Principal Executive Officer performed an
evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation,
management, including the Principal Executive Officer, concluded that
as of December 31, 2006, our disclosure controls and procedures were
effective at ensuring that material information related to us or our
consolidated subsidiaries is made known to them and is disclosed on a
timely basis in our reports filed under the Act.

       We maintain a system of internal control over financial reporting
that is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting
principles, generally accepted in the United States. Based on the most
recent evaluation, we have concluded that no significant changes in
our internal control over financial reporting occurred during the last
fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None.


                               PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

       Our officers and directors and additional information concerning
them are as follows:

<TABLE>
<CAPTION>
      Name              Age     Position
      ----              ---     --------
<S>                     <C>     <C>
David Richardson	49 	Director

Joseph Rozelle          33      President, Chief Financial Officer,
                                Director
</TABLE>

      David Richardson. David Richardson has been one of our directors
since April 2006.  Mr. Richardson is an Executive Director of
Lighthouse Capital Insurance Company (Fortis' insurance affiliate in
the Cayman Islands), and the President and CEO of Mid-Ocean Consulting
Group Ltd., which guides both institutions and individuals on
sophisticated international structuring and tax related strategies.
From 2003 through 2005, Mr. Richardson served as the President of
Oceanic Bank and Trust Limited's Insurance Specialty Unit.  Prior
thereto, in 1996, he became the Head of Private Banking for
MeesPierson, a Dutch merchant/private bank in the Cayman Islands.
Following that, he became the Managing Director for MeesPierson
(Bahamas) Ltd. and Chairman of Lighthouse Capital Insurance Company.
David Richardson began his professional career in the investment
business over 20 years ago, working for one of Canada's preeminent
investment houses; Walwyn, Stodgell, Cochrane and Murray (now Merrill
Lynch Canada).  In 1987, he joined the Bank of Bermuda in Bermuda as
Portfolio Manager, where he personally oversaw the management of in
excess of $350 million for the Bank's top tier clientele. From there
he moved to the Bank of Bermuda's wholly owned trust subsidiary,
Bermuda Trust Company serving as Assistant Manager and Director of
Americas' marketing activities.  Mr. Richardson is a graduate of the
University of Toronto (Hon.BSc) with a post graduate degree from
Northwestern University (NTS Graduate), as well as possessing a number
of professional affiliations including a Member of STEP, the ITPA and
the Bahamas International Insurance Association.

	Joseph Rozelle.   Joseph Rozelle has been one of our directors
since April 2006.  In addition, Mr. Rozelle has served as our
President and Chief Financial Officer since April 2006.  Mr. Rozelle
is currently the President of Nautilus Global Partners, a Limited
Liability Company dedicated to facilitation of "going public"
transactions for foreign and domestic operating companies on the
public United States Exchanges.  Prior to joining Nautilus in 2006,
Mr. Rozelle was a consultant with Accretive Solutions, providing
Sarbanes-Oxley Compliance consulting and other accounting related
consulting services.  Prior thereto, Mr. Rozelle worked with Momentum
Equity Group, LLC and Momentum Bio Ventures as a Principal Analyst in
the spring of 2002 and winter of 2003, respectively. At Momentum, Mr.
Rozelle was responsible for financial modeling, due diligence, and


                                  15
<PAGE>


preparation of investment summaries for client companies. Prior to
joining Momentum, Mr. Rozelle was an associate with Barclays Capital
in the Capital Markets Group, specializing in asset securitization.
Prior thereto, he was the Assistant Vice President of Planning and
Financial Analysis for a regional commercial bank and was responsible
for all of the corporate financial modeling, risk analysis, mergers
and acquisition evaluation, and corporate budgeting. Before his tenure
in commercial banking, Mr. Rozelle served as a senior auditor with
Arthur Andersen, where he was involved in a variety of filings with
the SEC involving corporate mergers, spin-offs, public debt offerings,
and annual reports.  Mr. Rozelle holds a Bachelors of Business
Administration degree from the University of Houston and a Masters of
Business Administration degree from the Jesse H. Jones School of
Management at Rice University. In addition, he is a Certified Public
Accountant in the State of Texas.  Mr. Rozelle is also the sole
director and sole executive officer of VPGI, Inc., a public
corporation.

       Each of our directors is elected by holders of a majority of the
ordinary shares to serve for a term of one year and until his
successor is elected and qualified, which is generally at the annual
meeting of shareholders. Officers serve at the will of the board,
subject to possible future employment agreements which would establish
term, salary, benefits and other conditions of employment. No
employment agreements are currently contemplated.

Significant Employees

	None

Family Relationships

       None

Involvement in Certain Legal Proceedings.

       There have been no events under any bankruptcy act, no criminal
proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of our Company during
the past five years.

Board Committees

       Our Board of Directors has no separate committees and our Board
of Directors acts as the Audit Committee and the Compensation
Committee.  We do not have a qualified financial expert serving on our
Board of Directors.

Involvement of Officers and Directors in Blank Check Companies

       Other than as set forth below, none of our officers or directors
has been or currently is a principal of, or affiliated with, a blank
check company.

       Messr. Rozelle is an officer and Messrs. Richardson and Rozelle are
currently serving on the boards of directors for the following
entities, each incorporated under the laws of the Cayman Islands:

       *    Global Growth Corporation
       *    Tiger Growth Corporation
       *    Emerald Acquisition Corporation
       *    Dragon Acquisition Corporation
       *    Matador Acquisition Corporation
       *    China Growth Corporation
       *    Lunar Growth Corporation
       *    Action Acquisition Corporation
       *    Pan Asian Corporation
       *    Juniper Growth Corporation
       *    Seven Seas Acquisition Corporation


                                  16
<PAGE>

       *    Summit Growth Corporation
       *    Bering Growth Corporation
       *    Compass Acquisition Corporation


       Each of the foregoing entities was formed for the purpose of
engaging in an acquisition or business combination of an operating
business.


Section 16(a) Beneficial Ownership Reporting Compliance

       Section 16(a) of the Securities Exchange Act requires our
directors, executive officers and persons who own more than 10% of our
common stock to file reports of ownership and changes in ownership of
our common stock with the Securities and Exchange Commission.
Directors, executive officers and persons who own more than 10% of our
common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they
file.

       Based solely on our review of such forms furnished to us and
written representations from certain reporting persons, we believe
that all filing requirements applicable to our executive officers,
directors and greater than 10% beneficial owners were complied with
during 2006.

Code of Ethics

       We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal
accounting officer, or persons performing similar functions, because
of the small number of persons involved in the management of the
Company.


ITEM 11.  EXECUTIVE COMPENSATION

       None of our officers or directors has received any cash
remuneration since inception. Officers will not receive any
remuneration until the consummation of an acquisition. No remuneration
of any nature has been paid for or on account of services rendered by
a director in such capacity. None of the officers and directors
intends to devote more than a few hours a week to our affairs.

       It is possible that, after we successfully consummates a business
combination with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of our management for the
purposes of providing services to the surviving entity.

       We have not adopted retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit
of our employees.

       There are no understandings or agreements regarding compensation
our management will receive after a business combination that is
required to be included in this table, or otherwise.

       Since we do not currently have an operating business, our
officers do not receive any compensation for their service to us; and,
since we have no other employees, we do not have any compensation
policies, procedures, objectives or programs in place. We will adopt
appropriate compensation policies, procedures, objectives or programs
as necessary after an acquisition is consummated. However, it is
anticipated that, after the consummation of an acquisition, the
compensation for our senior executives will be comprised of four
elements: a base salary, an annual performance bonus, equity and
benefits.

       We further anticipate that after the consummation of an
acquisition, our Board of Directors will form a compensation committee
having as part of its responsibilities, the development of salary
ranges, potential bonus payouts, equity awards and benefit plans.


                                  17
<PAGE>


Compensation Committee Interlocks and Insider Participation

       Our Board of Directors does not have a compensation committee and
the entire Board of Directors performs the functions of a compensation
committee.

       No member of our Board of Directors has a relationship that would
constitute an interlocking relationship with our executive officers or
directors or another entity.

Compensation Committee Report

       Our Board of Directors does not have a compensation committee and
the entire board of directors performs the functions of a compensation
committee.

       Our Board of Directors has reviewed and discussed the discussion
and analysis of our compensation which appears above with management,
and, based on such review and discussion, the board of directors
determined that the above disclosure be included in this Annual Report
on Form 10-K.

The members of our Board of Directors are:

	David Richardson
	Joseph Rozelle


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security ownership of certain beneficial owners.

       The following table sets forth, as of March 29, 2007, the number
of Ordinary Shares owned of record and beneficially by our executive
officers, directors and persons who hold 5% or more of our outstanding
Ordinary Shares.

<TABLE>
<CAPTION>
Name and Address               Amount and Nature of        Percentage of Class
                               Beneficial Ownership
<S>                            <C>                         <C>
David Richardson*                    50,500 (1)                    3.9%

Joseph Rozelle*                           0 (2)                    0.0%

Nautilus Global Partners, LLC
700 Gemini, Suite 100
Houston, TX 77058                 1,000,000 (3)                   78.0%

Mid-Ocean Consulting Limited
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
Nassau, Bahamas                      50,000                        3.9%

All Officers and Directors
as a group (2 individuals)           50,500                        3.9%
</TABLE>


                                  18
<PAGE>

* The address of Messrs. Richardson and Rozelle is c/o Nautilus Global
Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058.

(1)  Includes 50,000 shares held by Mid-Ocean Consulting Limited.  Mr.
Richardson is the owner and the President and CEO of Mid-Ocean
Consulting Limited and has voting and investment control over such
shares.  Also includes, 500 shares held by Mr. Richardson's wife.

(2)  Does not include 1,000,000 shares held by Nautilus Global
Partners.  Mr. Rozelle is the President of Nautilus Global Partners
but does not have voting or investment control over such shares.

(3)  Christopher Efird owns 40% of the ownership interests of Nautilus
and Benchmark Equity Group owns 20% of the ownership interests of
Nautilus.  Mr. Frank DeLape is the 100% owner of Benchmark. In
addition, Mr. DeLape controls entities that collectively own 20% of
the ownership interests of Nautilus. Mr. Stephen Taylor owns 20% of
the ownership interests of Nautilus. Based upon their ownership
interests in Nautilus, each of Efird, Benchmark, DeLape and Taylor may
be deemed to be the indirect beneficial owners of the ordinary shares.
Each of Efird, Benchmark, DeLape and Taylor disclaims beneficial
ownership of such ordinary shares held by Nautilus, except to the
extent of their respective pecuniary interests therein.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE

	On April 10, 2006, we issued an aggregate of 1,050,000 of our
ordinary shares to the individuals and entities set forth below for
$1,050 in cash, at a purchase price of $$0.001 per share, as follows:

<TABLE>
<CAPTION>
Name                              Number of Shares        Relationship to Us
<S>                               <C>                     <C>
Nautilus Global Partners, LLC
700 Gemini, Suite 100
Houston, TX 77058                     1,000,000           Joseph Rozelle, our President
                                                          and Chief Financial Officer
                                                          is the President of Nautilus
                                                          Global Partners, LLC.

Mid-Ocean Consulting Limited
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
Nassau, Bahamas                          50,000           David Richardson, one of our
                                                          directors is the owner,
                                                          president and CEO of Mid-Ocean
                                                          Consulting.
</TABLE>


       Our Board of Directors does not have any policies or procedures
that it follows in connection to transactions it undertakes with
related parties. The determination of any policies or procedures will
be made after we consummate a business combination.

Director Independence

       Our Board of Directors does not believe that any of the
directors qualifies as independent under the rules of any of the
national securities exchanges.





                                  19
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents aggregate fees for professional audit
services rendered by PMB Helin Donovan, LLP ("PMB"), previously known
as Helin, Donovan, Trubee & Wilkinson, LLP for the audit of the
Company's annual financial statements for the fiscal year ended
December 31, 2006, and fees billed for other services rendered by PMB.

                                             2006
                                        -------------

     Audit Fee (1)                      $       5,800

     Audit-Related Fees                 $           -

     Tax Fees                           $           -

     All Other Fees                     $           -
---------------------------------------------------------------------

(1)  Audit fees represent the aggregate fees billed for professional
services rendered by PMB for the audit of our annual financial
statements, review of financial statements included in our quarterly
reports, review of registration statements or services that are
normally provided in connection with statutory and regulatory filings
or engagements for those fiscal years.


Pre-Approval of Services

       We do not have an audit committee. As a result, our board of
directors performs the duties of an audit committee. Our board of
directors evaluates and approves in advance the scope and cost of the
engagement of an auditor before the auditor renders the audit and non-
audit services. We do not rely on pre-approval policies and
procedures.


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements:

	The list of financial statements filed as part of this annual
report is provided on page F-1.

(b)  Exhibits:


 Exhibit
 Number   Description

  3.1     Amended Memorandum and Articles of Association (1)
  3.2     Memorandum of Association (1)
  3.3     Articles of Association (1)
  31.1    Certification of Certification of Principal Executive
          Officer and Principal Financial Officer pursuant to Rule
          13a-14(a) or 15d-14(a) of the Securities and Exchange Act
          of 1934, as adopted pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

  32.1    Certification of Principal Executive Officer and Principal
          Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act
          of 2002.

  (1)     Previously Filed



                                  20
<PAGE>



                               SIGNATURES

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

 Date: March 30, 2007                RUBY GROWTH CORPORATION


                                     By:   /s/ Joseph Rozelle
                                        -----------------------------
                                     Name: Joseph Rozelle
                                     Title:   President, Chief
                                     Financial Officer and Director


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



 Date: March 30, 2007                By:   /s/ Joseph Rozelle
                                        -----------------------------
                                     Name: Joseph Rozelle
                                     Title:   President, Chief
                                              Financial Officer and
                                              Director
                                     (Principal Executive Officer,
                                     Principal Financial Officer and
                                     Principal Accounting Officer)


 Date: March 30, 2007                By:   /s/ David Richardson
                                        -----------------------------
                                     Name: David Richardson
                                     Title:   Director


















                                  21
<PAGE>


                           Ruby Growth Corporation
                        (A Development Stage Company)


                       Index to Financial Statements

                                                                        PAGE
                                                                        ----

Report of Independent Registered Public Accounting Firm..............    F-2

Balance Sheet as of December 31, 2006................................    F-3

Statement of Operations for the period March 10, 2006
  (date of inception) through December 31, 2006......................    F-4

Statement of Shareholders' Equity for the period March 10, 2006
  (date of inception) through December 31, 2006......................    F-5

Statement of Cash Flows for the period March 10, 2006
  (date of inception) through December 31, 2006......................    F-6

Notes to Financial Statements........................................    F-7
































                                  F-1
<PAGE>



      Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders

Ruby Growth Corporation:

We have audited the accompanying balance sheet of Ruby Growth
Corporation (the Company) (a development stage company) as of December
31, 2006, and the related statements of operations, shareholders'
equity, and cash flows for the period from inception (March 10, 2006)
through December 31, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ruby
Growth Corporation as of December 31, 2006, and the results of
its operations and its cash flows for the period from inception (March
10, 2006) through December 31, 2006, in conformity with generally
accepted accounting principles in the United States of America.

The accumulated deficit during the development stage for the period
from date of inception through December 31, 2006 is $25,862.

PMB Helin Donovan, LLP


/s/PMB Helin Donovan, LLP

March 28, 2007
Houston, Texas




                                  F-2
<PAGE>


                         Ruby Growth Corporation
                      (A Development Stage Company)
                            Balance Sheets

                                                   December 31,
                                                       2006
                                                   ------------
            ASSETS

CURRENT ASSETS
   Cash and cash equivalents                       $     35,972
                                                   ------------
            Total assets                           $     35,972
                                                   ============

  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Payables to Affiliates                          $      6,754
   Accounts payable                                       7,730
                                                   ------------
            Total current liabilities                    14,484
                                                   ------------

Commitments and Contingencies                                --
                                                   ------------

SHAREHOLDERS' EQUITY

   Preference shares, $0.001 par value,
     1,000,000 shares authorized,
     none issued and outstanding                             --
   Ordinary shares, $.001 par value;
     50,000,000 shares authorized;
     1,281,500 shares issued and outstanding
     at December 31, 2006                                 1,282
   Additional paid in capital                            46,068
   Deficit accumulated during development stage         (25,862)
                                                   ------------
            Total shareholders' equity                   21,488
                                                   ------------
            Total liabilities and shareholders'
            equity                                 $     35,972
                                                   ============


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



                                  F-3
<PAGE>

                        Ruby Growth Corporation
                    (A Development Stage Company)
                        Statement of Operations


                                                 Cumulative During
                                                 Development Stage
                                                 (March 10, 2006 to
                                                 December 31, 2006)
                                                 ------------------

Revenues                                           $         --
                                                   ------------

Expenses
   Formation and Other Costs                             19,736
   General and administrative                             6,638
                                                   ------------
            Total operating expenses                     26,374
                                                   ------------

            Operating loss                              (26,374)
                                                   ------------
Other income
   Interest income                                          512
                                                   ------------

            Total other income                              512
                                                   ------------

            Net loss                               $    (25,862)
                                                   ============


Basic and diluted loss per share                   $      (0.02)
                                                   ============
Weighted average ordinary shares outstanding
  - basic and diluted                                 1,227,370
                                                   ============



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



                                  F-4
<PAGE>

                        Ruby Growth Corporation
                    (A Development Stage Company)
                  Statement of Shareholders' Equity
        For the period from March 10, 2006 (Date of Inception)
                         to December 31, 2006

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated
                                                                             Additional   during the
                                   Preferred Stock        Common Stock        Paid In     Development
                                   Shares   Amount     Shares       Amount    Capital        Stage        Totals
                                   ------   ------   ----------   ---------  ----------   -----------   -----------
<S>                                <C>      <C>      <C>          <C>        <C>          <C>           <C>
Founder shares issued
  on April 10, 2006                     -   $    -    1,050,000   $   1,050  $        -   $         -   $     1,050
Shares issued during 2006
  at $0.20 per share                    -        -      231,500         232      46,068             -        46,300

Net loss                                -        -            -           -           -       (25,862)      (25,862)
                                   ------   ------   ----------   ---------  ----------   -----------   -----------
Balance as of December 31, 2006         -   $    -    1,281,500   $   1,282  $   46,068   $   (25,862)  $    21,488
                                   ======   ======    =========   =========  ==========   ===========   ===========
</TABLE>


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











                                  F-5
<PAGE>


                         Ruby Growth Corporation
                      (A Development Stage Company)
                         Statement of Cash Flows

                                                         Cumulative During
                                                         Development Stage
                                                         (March 10, 2006 to
                                                         December 31, 2006)
                                                         ------------------
Cash flows from operating activities
  Net loss                                                 $     (25,862)
  Adjustments to reconcile net loss to cash
    used in operating activities:
    Shares issued to Founder for payment of
      formation costs                                              1,050
    Changes in operating assets and liabilities
      Payables to Affiliates                                       6,754
      Accounts Payable                                             7,730
                                                           -------------
Net cash used in operating activities                            (10,328)
                                                           -------------

Cash flows from financing activities
  Proceeds from the sale of ordinary shares                       46,300
                                                           -------------

Net cash provided by financing activities                         46,300
                                                           -------------

Net increase in cash                                              35,972
                                                           -------------

Cash at beginning of the period                                        -
                                                           -------------
Cash at end of the period                                  $      35,972
                                                           =============


Supplemental disclosures of cash flow information:

  Interest paid                                            $           -
                                                           =============
  Income taxes paid                                        $           -
                                                           =============



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



                                  F-6
<PAGE>


                        Ruby Growth Corporation
                    (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS
                          December 31, 2006

NOTE 1 - Organization, Business and Operations

On March 10, 2006, Ruby Growth Corporation (the "Company") was
formed in the Cayman Islands with the objective to acquire, or merge
with, a foreign operating business.

At December 31, 2006, the Company had not yet commenced operations.
All activity from March 10, 2006 ("Date of Inception") through
December 31, 2006 relates to the Company's formation. The Company
selected December 31 as its fiscal year-end.

The Company, based on its proposed business activities, is a "blank
check" company. The Securities and Exchange Commission defines such a
company as "a development stage company" as it either has no specific
business plan or purpose, or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person; and has issued "penny stock," as
defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many
states have enacted statutes, rules and regulations limiting the sale
of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in its securities, either debt or equity,
until the Company concludes a business combination with an operating
entity.

The Company was organized to acquire a target company or business
seeking the perceived advantages of being a publicly-held company and,
to a lesser extent, that desires to employ the Company's funds in its
business. The Company's principal business objective for the next 12
months and beyond will be to achieve long-term growth potential
through a business combination rather than short-term earnings. The
Company will not restrict its potential candidate target companies to
any specific business, industry or geographical location. The analysis
of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.

NOTE 2 - Summary of Significant Accounting Policies

Basis of Presentation

These financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles
in the United State of America, whereby revenues are recognized in the
period earned and expenses when incurred. The Company also follows
Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting for Development State Enterprises" in
preparing its financial statements.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly
liquid investments (i.e., investments which, when purchased, have
original maturities of three months or less) to be cash equivalents.






                                  F-7
<PAGE>


NOTE 2 - Summary of Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Loss Per Ordinary Share

Basic loss per ordinary share is based on the weighted effect of
ordinary shares issued and outstanding, and is calculated by dividing
net loss by the weighted average shares outstanding during the period.
 Diluted loss per ordinary share is calculated by dividing net loss by
the weighted average number of ordinary shares used in the basic loss
per share calculation plus the number of ordinary shares that would be
issued assuming exercise or conversion of all potentially dilutive
ordinary shares outstanding.  The Company does not present diluted
earnings per share for years in which it incurred net losses as the
effect is antidilutive.

At December 31, 2006, there were no potentially dilutive ordinary
shares outstanding.

Income Taxes

Ruby Growth Corporation was registered as an Exempted Company
in the Cayman Islands, and therefore, is not subject to Cayman Island
income taxes for 20 years from the Date of Inception.  While the
Company has no intention of conducting any business activities in the
United States, the Company would be subject to United States income
taxes based on such activities that would occur in the United States.


The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." This statement prescribes the use of
the liability method whereby deferred tax asset and liability account
balances are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.  In assessing the realization of
deferred tax assets, management considers whether it is likely that
some portion or all of the deferred tax assets will be realized.  The
ultimate realization of deferred tax assets is dependent upon the
Company attaining future taxable income during periods in which those
temporary differences become deductible.

Fair Value of Financial Instruments

Our financial instruments consist of payables to affiliates and
accounts payable. We believe the fair value of our payable reflects
its carrying amount.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a
material effect on the accompanying financial statements.



                                F-8
<PAGE>

NOTE 3 - Liquidity and Capital Resources

The Company has no revenues for the period from inception through
December 31, 2006, and does not intend to realize revenues until the
consummation of a merger with an operating entity.  The Company's
principal business objective for the next 12 months and beyond will be
to achieve long-term growth potential through a business combination
rather than short-term earnings.  There can be no assurance that the
Company will ever consummate the business combination; achieve or
sustain profitability or positive cash flows from its operations,
reduce expenses or sell ordinary shares.  To date, the Company has
funded its formation activities primarily through issuances of its
ordinary shares and payables to affiliates.

NOTE 4 - Payables to Affiliates and Accounts Payable

The Company has payables to affiliates of $6,754 to the Founders of
the Company.  The payable is non-interest bearing and payable on
demand.  The Company also has accounts payable related to the
formation of the Company and general and administrative expenses for
$7,730.

NOTE 5 - Ordinary Shares

On April 10, 2006, the Company was capitalized with 1,050,000 shares
of its restricted ordinary shares issued at par value of $0.001 per
share, for consideration of $1,050 to its founding shareholders.
These shares, along with a payable issued to the founder of $5,548,
were the basis of the funding of the Company's $6,598 in formation
costs.  On May 31, 2006, the Company sold 177,500 shares of its
restricted ordinary shares for $35,500. The restricted ordinary shares
were sold to 355 offshore private investors pursuant to a Private
Placement Offering in lots of 500 shares each at $0.20 per share.  On
July 18, 2006, the Company sold an additional 54,000 shares of its
restricted ordinary shares for $10,800. The restricted ordinary shares
were sold to 108 offshore private investors pursuant to a Private
Placement Offering in lots of 500 shares each at $0.20 per share.  No
underwriting discounts or commissions were paid with respect to such
sales.

NOTE 6 - Preference Shares

The Company is authorized to issue 1,000,000 shares of preference
shares with such designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors.  At
December 31, 2006, there were no preference shares issued or
outstanding.

NOTE 7 - Commitments and Contingencies

The Company may become subject to various claims and litigation.  The
Company vigorously defends its legal position when these matters
arise.  The Company is not a party to, nor the subject of, any
material pending legal proceeding nor to the knowledge of the Company,
are any such legal proceedings threatened against the Company.









                                  F-9
<PAGE>