UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(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, 2006

[ ] Transition Report Under Section 13- or 15(d) of The Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

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                         Commission File Number: 0-52127


                          Victory Divide Mining Company
        (Exact name of small business issuer as specified in its charter)

         Nevada                                                20-4136884
(State of incorporation)                                (IRS Employer ID Number)

                     211 West Wall Street, Midland, TX 79701
                    (Address of principal executive offices)

                                 (432) 682-1761
                           (Issuer's telephone number)

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

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

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

Check if 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 Company'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. [ ]

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

The issuer's revenues for the fiscal year ended December 31, 2006 were $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
February 6, 2007 was  approximately  $-0-,  based on no trading  activity and/or
posted quotations.

As of February 9, 2007, there were 23,569,725  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes [ ] No [X]
<PAGE>
                          VICTORY DIVIDE MINING COMPANY

                                INDEX TO CONTENTS

                                                                           Page
                                                                          Number
                                                                          ------
PART I

Item 1     Description of Business                                             3
Item 2     Description of Property                                            14
Item 3     Legal Proceedings                                                  15
Item 4     Submission of Matters to a Vote of Security Holders                15

PART II

Item 5     Market for Company's Common Equity, Related Stockholders Matters
            and Small Business Issuer Purchasers of Equity Securities         15
Item 6     Management's Discussion and Analysis or Plan of Operation          16
Item 7     Financial Statements                                               21
Item 8     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          21
Item 8A    Controls and Procedures                                            21

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act                 22
Item 10    Executive Compensation                                             24
Item 11    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   25
Item 12    Certain Relationships and Related Transactions                     25
Item 13    Exhibits                                                           25
Item 14    Principal Accountant Fees and Services                             26

SIGNATURES                                                                    27

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<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully  make and integrate  acquisitions;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                     PART I

                        ITEM 1 - DESCRIPTION OF BUSINESS

                                     GENERAL

Victory Divide Mining Company  (Company) was originally  incorporated on May 26,
1921 under the laws of the State of Nevada.  The Company's  original Articles of
Incorporation  were oriented toward mining  operations;  however,  the company's
Articles of  Incorporation  were restated and amended in 2006 to reflect current
business operating trends.

In  prior  periods,  the  Company's  common  stock  has  traded  on both the San
Francisco Mining Exchange and the over the counter market.

The  Company  did operate a number of mining  properties;  however,  the Company
became  unable to  capitalize  in 1980 and became  inactive  and  trading in the
Company's  common stock ceased at that time.  The Company has had no  operations
assets  or  liabilities  since  1980 and  accordingly  may now be deemed to be a
"BLANK CHECK" or shell company that is, a company that has no specific  business
plan or purpose other than to engage in a merger or other  business  combination
transaction  with a  to-be-identified  company or companies,  or other entity or
person.

On June 29, 2006, the Company restated its Articles of Incorporation and By-Laws
and modified the Company's  capital structure to allow for the issuance of up to
100,000,000  shares of $0.001 par value common stock and up to 50,000,000 shares
of $0.001 par value preferred stock.

On July 12, 2006, the Company filed a Registration  Statement on Form 10-SB with
the U. S.  Securities  and  Exchange  Commission  (SEC) to register the eligible
issued and  outstanding  shares of the  Company's  common stock as issued by the
Company.  It is the SEC's position that  securities  issued by a "SHELL" company
cannot be sold  under  the  exemption  from  registration  provided  by Rule 144
promulgated under the Securities Act of 1933 (the "ACT"), but must be registered

                                       3
<PAGE>
under the Act. Any other  securities  issued to  individuals  in the capacity of
management,   affiliates,  control  persons  and  promoters  will  also  require
registration  with the SEC prior to resale and shall be issued with  appropriate
restricted legend to reflect the registration requirements.

As a  "reporting  company,"  the  Company  may be more  attractive  to a private
acquisition  target  because  its common  stock may thereby be quoted on the OTC
Bulletin Board. As a result of filing this Registration  Statement,  the Company
is  obligated  to  file  with  the  Securities  and  Exchange   Commission  (the
"Commission")  certain interim and periodic  reports  including an annual report
containing audited financial  statements.  The Company  anticipates that it will
continue to file such reports as required under the Exchange Act.

Shell  corporations  have zero or  nominal  assets  and  typically  no stated or
contingent liabilities. Private companies wishing to become publicly trading may
wish to merge  with a shell  corporation  through  a reverse  merger or  reverse
acquisition  transaction  whereby the shareholders of the private company become
the majority of the  shareholders of the combined  company.  The private company
may  purchase  for cash all or a  portion  of the  common  shares  of the  shell
corporation from its major  stockholders.  Typically,  the Board and officers of
the private  company  become the new Board and officers of the combined  Company
and often  the name of the  private  company  becomes  the name of the  combined
entity.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth.  At the  present  time,  the  Company has not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition.

No direct  discussions  are expected to occur until after the effective  date of
this registration  statement. No assurance can be given that the Company will be
successful in finding or acquiring a desirable business  opportunity,  given the
limited funds that are expected to be available for  acquisitions.  Furthermore,
no assurance  can be given that any  acquisition,  which does occur,  will be on
terms that are favorable to the Company or its current stockholders.

The Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations. In addition these enterprises
may wish to satisfy,  either  currently or in the  reasonably  near future,  the
minimum  tangible  asset  requirement  in order to qualify shares for trading on
NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation
and  Selection  of Business  Opportunities.)  The Company  anticipates  that the
business  opportunities  presented  to it will (I)  either be in the  process of
formation,  or be recently organized with limited operating history or a history
of  losses  attributable  to   under-capitalization   or  other  factors;   (ii)
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop new  products or services or to expand into a new market,  or have plans
for rapid expansion through acquisition of competing  businesses;  (iv) or other
similar  characteristics.  The Company  intends to concentrate  its  acquisition
efforts on properties or businesses  that it believes to be  undervalued or that
it believes may realize a substantial  benefit from being publicly owned.  Given
the above factors,  investors  should expect that any acquisition  candidate may
have  little  or  no  operating   history,   or  a  history  of  losses  or  low
profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  The Company's
discretion in the selection of business  opportunities is unrestricted,  subject
to the  availability  of such  opportunities,  economic  conditions,  and  other
factors.

As a consequence of this registration of its securities,  any entity,  which has
an interest in being acquired by, or merging into the Company, is expected to be
an entity that desires to become a public Company and establish a public trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of the Company
would either be issued by the Company or be purchased from the current principal

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<PAGE>
stockholders of the Company by the acquiring entity or its affiliates.  If stock
is purchased from the current principal stockholders,  the transaction is likely
to result in substantial gains to the current principal stockholders relative to
their  purchase  price for such stock.  In the Company's  judgment,  none of the
officers and directors would thereby become an underwriter within the meaning of
the  Section  2(11) of the  Securities  Act of 1933,  as  amended as long as the
transaction  is a  private  transaction  rather  than a public  distribution  of
securities. The sale of a controlling interest by certain principal shareholders
of the Company  would occur at a time when minority  stockholders  are unable to
sell their shares because of the lack of a public market for such shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors:  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

                                       5
<PAGE>
              INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  Company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the business  opportunity will derive from becoming a publicly held entity,  and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

Certain types of business acquisition  transactions may be completed without any
requirement  that the Company first submit the  transaction to the  stockholders
for their approval.  In the event the proposed transaction is structured in such
a fashion that  stockholder  approval is not required,  holders of the Company's
securities (other than principal  stockholders  holding a controlling  interest)
should not anticipate  that they will be provided with  financial  statements or
any other documentation prior to the completion of the transaction.  Other types
of transactions may require prior approval of the stockholders.

In the event a proposed business combination or business acquisition transaction
requires stockholder  approval,  the Company will be required to prepare a Proxy
or Information Statement describing the proposed  transaction,  file it with the
Securities and Exchange  Commission for review and approval,  and mail a copy of
it to all  Company  stockholders  prior to holding a  stockholders  meeting  for
purposes of voting on the proposal.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of the Company's  officer and director,  who is not a  professional
business analyst (See Management.) Although there are no current plans to do so,
Company   management  might  hire  an  outside   consultant  to  assist  in  the
investigation and selection of business opportunities,  and might pay a finder's
fee.  Since  Company  management  has  no  current  plans  to  use  any  outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  due to the limited resources of the Company,  it is
likely  that any such fee the  Company  agrees to pay would be paid in stock and
not in cash.

Otherwise,  in analyzing  potential business  opportunities,  Company management
anticipates that it will consider, among other things, the following factors:

     *    Potential for growth and profitability indicated by new technology,
          anticipated market expansion, or new products;
     *    The Company's perception of how any particular business opportunity
          will be received by the investment community and by the Company's
          stockholders;
     *    Whether, following the business combination, the financial condition
          of the business opportunity would be, or would have a significant
          prospect in the foreseeable future of becoming, sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated securities quotation system, such as NASDAQ,
          so as to permit the trading of such securities to be exempt from the
          requirements of Rule 15g-9 adopted by the Securities and Exchange
          Commission (See Risk Factors: The Company Regulations of Penny
          Stocks).

                                       6
<PAGE>
     *    Capital requirements and anticipated availability of required funds,
          to be provided by the Company or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     *    The extent to which the business opportunity can be advanced;

     *    Competitive position as compared to other companies of similar size
          and experience within the industry segment as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management prospects
          that are scheduled for recruitment;
     *    The cost of participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     *    The accessibility of required management expertise, personnel, raw
          materials, services, professional assistance, and other required
          items.

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the current  standards for initial  listing  include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.  No one of the factors described above will
be controlling in the selection of a business  opportunity,  and management will
attempt  to analyze  all  factors  appropriate  to each  opportunity  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.  Potential  investors  must  recognize  that,
because  of the  Company's  limited  capital  available  for  investigation  and
management's  limited  experience  in  business  analysis,  the  Company may not
discover  or  adequately  evaluate  adverse  facts about the  opportunity  to be
acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurance  that  audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 60 days  following
completion of a merger or acquisition transaction; and the like.

As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities;  obtain  independent  analysis or verification of
certain information provided;  check references of management and key personnel;
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

                                       7
<PAGE>
It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of penny stocks.
The regulations would affect, and possibly impair, any market that might develop
in the  Company's  securities  until such time as they  qualify  for  listing on
NASDAQ or on an exchange which would make them exempt from  applicability of the
penny stock regulations. (See Risk Factors: Regulation of Penny Stocks)

Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

                               FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called B tax free reorganization under the
Internal  Revenue  Code of 1986 as  amended,  depends  upon the  issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

It is anticipated that any new securities issued in any reorganization  would be
issued  in  reliance  upon  one  or  more  exemptions  from  registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

                                       8
<PAGE>
The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general  matter,  the Company  anticipates  that it,  and/or its  principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

It is anticipated 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 and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

                                   COMPETITION

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

                                    EMPLOYEES

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

                                  RISK FACTORS

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

                                       9
<PAGE>
          LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS

The  Company has had no  operating  history  nor any  revenues or earnings  from
operations since  dissolution of all mining  activities in 1980. The Company has
limited financial  resources and no operating  activities.  The Company will, in
all likelihood,  continue to sustain  operating  expenses without  corresponding
revenues, at least until the consummation of a business  combination.  This will
most likely  result in the Company  incurring  a net  operating  loss which will
increase  continuously  until the Company can consummate a business  combination
with a target company.  There is no assurance that the Company can identify such
a target company and consummate such a business combination.

                THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION
             AND NO MINIMUM REQUIREMENTS FOR A BUSINESS COMBINATION

The Company has no current arrangement,  agreement or understanding with respect
to engaging in a business  combination with a specific  entity.  There can be no
assurance  that the Company will be successful  in  identifying  and  evaluating
suitable  business  opportunities  or in concluding a business  combination.  No
particular  industry or specific  business  within an industry has been selected
for a target  company.  The Company  has not  established  a specific  length of
operating history or a specified level of earnings,  assets,  net worth or other
criteria  which it will require a target  company to have  achieved,  or without
which the Company would not consider a business  combination  with such business
entity.  Accordingly,  the Company may enter into a business  combination with a
business entity having no significant operating history,  losses,  limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.

                    NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no  assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

                            TYPE OF BUSINESS ACQUIRED

The business to be acquired may wish to avoid  effecting its own public offering
and  the  accompanying  expense,  delays,  and  uncertainties.  Because  of  the
Company's  limited  capital,  it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly  traded  Company.  Moreover,  any business  opportunity
acquired may be currently unprofitable or present other negative factors.

                             LACK OF DIVERSIFICATION

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic  fluctuations  within a particular business
or industry and  therefore  increase  the risks  associated  with the  Company's
operations.

         DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT

Because  management  consists  of only one  person,  while  seeking  a  business
combination,  Glenn A. Little,  the  President of the Company,  will be the only
person responsible in conducting the day-to-day  operations of the Company.  The
Company  does not  benefit  from  multiple  judgments  that a greater  number of

                                       10
<PAGE>
directors or officers would provide, and the Company will rely completely on the
judgment of its one officer and director when  selecting a target  company.  Mr.
Little  anticipates  devoting  only a  limited  amount  of time per month to the
business of the Company.  Mr.  Little has not entered into a written  employment
agreement with the Company and he is not expected to do so. The Company does not
anticipate  obtaining  key man life  insurance  on Mr.  Little.  The loss of the
services of Mr.  Little would  adversely  affect  development  of the  Company's
business and its likelihood of continuing operations.

                              CONFLICTS OF INTEREST

The Company's sole officer and director has other business interests to which he
currently devotes attention,  and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is  consistent  with his  fiduciary  duties to the
Company. (See Management, Conflicts of Interest.)

It  is  anticipated  that  the  Company's  principal  stockholder  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal  stockholder may consider
his own  personal  pecuniary  benefit  rather  than the best  interest  of other
Company  stockholders.  Depending  upon the  nature of a  proposed  transaction,
Company  stockholders  other than the principal  stockholder may not be afforded
the opportunity to approve or consent to a particular transaction.

                     POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has very limited funds,  and such funds, may not be adequate to take
advantage  of any  available  business  opportunities.  Even  if  the  Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be provided by the principal  stockholder.  The Company has not  investigated
the  availability,  source,  or terms that might govern the  acquisition  of the
additional  capital  which is  expected  to be  required  in order to  exploit a
business  opportunity,  and will not do so until it has  determined the level of
need for  such  additional  financing.  There is no  assurance  that  additional
capital  will be  available  from any  source or, if  available,  that it can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

                        DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business  experience of its officer and director,  the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other  consultants  or advisors.  The  selection of any such advisors will be
made by the Company's officer,  without any input by stockholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing  fiduciary  or other  obligation  to the Company.  In the event the
officer of the Company considers it necessary to hire outside  advisors,  he may
elect  to hire  persons  who are  affiliates,  if those  affiliates  are able to
provide the required services.

                           REGULATION OF PENNY STOCKS

The U. S. Securities and Exchange Commission (SEC) has adopted a number of rules
to  regulate  "penny  stocks."  Such rules  include  Rule 3a51-1 and Rules 15g-1
through 15g-9 under the Securities Exchange Act of 1934, as amended. Because the
securities of the Company may  constitute  "penny  stocks" within the meaning of

                                       11
<PAGE>
the rules (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,  largely traded in
the National Association of Securities Dealers' (NASD) OTC Bulletin Board or the
"Pink Sheets",  the rules would apply to the Company and to its securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be
unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person  unless prior to the  transaction:  (I)
the broker or dealer has approved the person's account for transactions in penny
stock  pursuant to this rule and (ii) the broker or dealer has received from the
person 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 stock,  the broker or dealer must: (a) obtain
from  the  person  information  concerning  the  person's  financial  situation,
investment experience,  and investment objectives; (b) reasonably determine that
transactions  in penny stock are suitable  for that person,  and that the person
has  sufficient  knowledge and  experience in financial  matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny stock; (c) deliver to the person a written  statement setting forth the
basis on which the  broker or dealer  made the  determination  (I)  stating in a
highlighted  format  that it is  unlawful  for the  broker or dealer to affect a
transaction  in penny stock unless the broker or dealer has  received,  prior to
the transaction,  a written  agreement to the transaction  from the person;  and
(ii)  stating  in  a  highlighted  format  immediately  preceding  the  customer
signature line that (iii) the broker or dealer is required to provide the person
with the written  statement;  and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately  reflect the
person's financial situation,  investment experience, and investment objectives;
and (d) receive from the person a manually  signed and dated copy of the written
statement.  It is also  required  that  disclosure  be made as to the  risks  of
investing in penny stock and the commissions  payable to the  broker-dealer,  as
well as current price  quotations and the remedies and rights available in cases
of fraud in penny stock  transactions.  Statements,  on a monthly basis, must be
sent to the investor  listing recent prices for the Penny Stock and  information
on  the  limited  market.  Stockholders  should  be  aware  that,  according  to
Securities and Exchange  Commission  Release No. 34-29093,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns  include  (I)  control of the market for the  security  by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid-ask  differential and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been  manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market.  Although the Company does
not  expect to be in a  position  to dictate  the  behavior  of the market or of
broker-dealers who participate in the market,  management will strive within the
confines of practical  limitations to prevent the described  patterns from being
established with respect to the Company's securities.

            THERE MAY BE A SCARCITY OF AND/OR SIGNIFICANT COMPETITION
                  FOR BUSINESS OPPORTUNITIES AND COMBINATIONS

The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

                                       12
<PAGE>
            REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the  requirements  of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements must be furnished within 4 business days following the effective date
of a  business  combination.  Obtaining  audited  financial  statements  are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the  Exchange  Act are  applicable.  Notwithstanding  a  target
company's  agreement to obtain audited financial  statements within the required
time frame,  such audited  financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited financials are
unavailable,  the Company will have to rely upon unaudited  information that has
not been  verified  by outside  auditors  in making its  decision to engage in a
transaction  with the business  entity.  This risk increases the prospect that a
business  combination  with  such  a  business  entity  might  prove  to  be  an
unfavorable one for the Company.

                LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

The Company has neither conducted,  nor have others made available to it, market
research indicating that demand exists for the transactions  contemplated by the
Company.  In the event demand exists for a transaction of the type  contemplated
by the  Company,  there  is no  assurance  the  Company  will be  successful  in
completing any such business combination.

          PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

In conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company,  which will,  in all  likelihood,  result in  stockholders  of a target
company obtaining a controlling interest in the Company. The resulting change in
control of the Company will likely result in removal of the present  officer and
director of the Company and a  corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

         POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

                             NO PUBLIC MARKET EXISTS

There is currently  no public  market for the  Company's  common  stock,  and no
assurance  can be given that a market will  develop or that a  stockholder  ever
will be able to liquidate his investment without  considerable delay, if at all.
If a market should develop,  the price may be highly  volatile.  Factors such as
those  discussed in this "Risk  Factors"  section may have a significant  impact
upon the market price of the securities  offered hereby.  Owing to the low price
of  the  securities,   many  brokerage  firms  may  not  be  willing  to  effect
transactions  in the  securities.  Even if a purchaser finds a broker willing to
effect  a  transaction  in  theses  securities,  the  combination  of  brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the sales proceeds.

                                       13
<PAGE>
                       REGISTRATION OF SHARES IS REQUIRED

It is the SEC's position that  securities  issued by a "shell" company cannot be
sold under the  exemption  from  registration  provided by Rule 144  promulgated
under the Securities  Act of 1933,  but must be registered  under the Securities
Act of 1933.

                             BLUE SKY CONSIDERATION

Because the securities  registered hereunder have not been registered for resale
under the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading  market that might develop in the future,
should be aware,  that there may be significant  state Blue Sky law restrictions
upon the  ability of  investors  to sell the  securities  and of  purchasers  to
purchase the securities.  Accordingly,  investors  should consider the secondary
market for the Company's securities to be a limited one.

              ADDITIONAL RISKS--DOING BUSINESS IN A FOREIGN COUNTRY

The Company may  effectuate a business  combination  with a merger  target whose
business operations or even headquarters, place of formation or primary place of
business are located  outside the United States of America.  In such event,  the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers,  different  presentations
of financial  information,  different  business  practices,  and other  cultural
differences  and barriers  that may make it difficult to evaluate  such a merger
target,   ongoing  business  risks  result  from  the  international   political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

                                    TAXATION

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

                        ITEM 2 - DESCRIPTION OF PROPERTY

The Company  currently  maintains a mailing  address at 211 West Wall,  Midland,
Texas 79701. The Company's telephone number there is (432) 682-1761.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing  address as these  offices are used  virtually  full-
time by other businesses of the Company's sole officer and director.

It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.

                                       14
<PAGE>
                           ITEM 3 - LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

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

The Company has not conducted any meetings of stockholders  during the preceding
quarter or periods subsequent thereto.

                                     PART II

    ITEM 5 - MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
            AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

                                  COMMON STOCK

The authorized  capital stock of the Company  consists of 100,000,000  shares of
$0.001 par value common stock,  of which there are 23,569,725  shares issued and
outstanding.

The  following  summarizes  the important  provisions  of the Company's  capital
stock: Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the  stockholders;  have no preemptive  rights;
have no conversion or redemption  rights or sinking fund; do not have cumulative
voting rights;  and share ratably in dividends,  if any, as may be declared from
time to time by the Board of  Directors  in its  discretion  from funds  legally
available therefore. In the event of a liquidation, dissolution or winding up of
the  company,  the  holders of common  stock are  entitled to share pro rata all
assets  remaining  after  payment  in  full  of  all  liabilities.  All  of  the
outstanding shares of common stock are fully paid and non-assessable.

                                 PREFERRED STOCK

The Company is also  authorized to issue up to  50,000,000  shares of $0.001 par
value Preferred Stock and no shares are issued and outstanding as of the date of
this Report.

                               MARKET FOR TRADING

The  Company's  securities  are eligible  for trading on the OTC Bulletin  Board
under SEC Rule 15c2-11, Subsection (a)(5). The Company's trading symbol is VDVM.
As of the date of this report,  there have been no known trades of the Company's
securities.

                                    DIVIDENDS

Dividends,  if any, will be contingent upon the Company's revenues and earnings,
if any,  and  capital  requirements  and  financial  conditions.  The payment of
dividends,  if any,  will be within the  discretion  of the  Company's  Board of
Directors.  The Company  presently  intends to retain all earnings,  if any, and
accordingly  the Board of Directors does not anticipate  declaring any dividends
prior to a business combination.

                                       15
<PAGE>
                                 TRANSFER AGENT

Our independent  stock transfer agent is PacWest Transfer located in Washington,
Virginia.  Their mailing  address and telephone  number is: 30 Main Street,  2nd
Floor Washington, Virginia 22747 and (504) 675-3129.

                             REPORTS TO STOCKHOLDERS

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending December 31 containing  financial  statements  audited by its
registered  independent  public accounting firm. In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

       ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                (1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully  make and integrate  acquisitions;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse  publicity;  competition;  fluctuations  and difficulty in
forecasting  operating  results;  changes in business  strategy  or  development
plans;  business  disruptions;  the  ability  to attract  and  retain  qualified
personnel; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                   (2) GENERAL

Victory Divide Mining Company  (Company) was originally  incorporated on May 26,
1921 under the laws of the State of Nevada.  The Company's  original Articles of
Incorporation  were oriented toward mining  operations;  however,  the company's
Articles of  Incorporation  were restated and amended in 2006 to reflect current
business operating trends.

In  prior  periods,  the  Company's  common  stock  has  traded  on both the San
Francisco Mining Exchange and the over the counter market.

The  Company  did operate a number of mining  properties;  however,  the Company
became  unable to  capitalize  in 1980 and became  inactive  and  trading in the
Company's  common stock ceased at that time.  The Company has had no  operations
assets  or  liabilities  since  1980 and  accordingly  may now be deemed to be a

                                       16
<PAGE>
"BLANK CHECK" or shell company that is, a company that has no specific  business
plan or purpose other than to engage in a merger or other  business  combination
transaction  with a  to-be-identified  company or companies,  or other entity or
person.

On June 29, 2006, the Company restated its Articles of Incorporation and By-Laws
and modified the Company's  capital structure to allow for the issuance of up to
100,000,000  shares of $0.001 par value common stock and up to 50,000,000 shares
of $0.001 par value preferred stock.

On June 30, 2006,  the Company  converted an  outstanding  note in the amount of
$20,000 payable to Glenn A. Little, the Company's sole officer and director into
20,000,000  shares of restricted  common stock.  This conversion made Mr. Little
the majority stockholder of the Company.

On July 12, 2006, the Company filed a Registration  Statement on Form 10-SB with
the U. S.  Securities  and  Exchange  Commission  (SEC) to register the eligible
issued and  outstanding  shares of the  Company's  common stock as issued by the
Company.  It is the SEC's position that  securities  issued by a "SHELL" company
cannot be sold  under  the  exemption  from  registration  provided  by Rule 144
promulgated under the Securities Act of 1933 (the "ACT"), but must be registered
under the Act. Any other  securities  issued to  individuals  in the capacity of
management,   affiliates,  control  persons  and  promoters  will  also  require
registration  with the SEC prior to resale and shall be issued with  appropriate
restricted  legend to  reflect  the  registration  requirements.  The  Company's
current principal  business  activity is to seek a suitable reverse  acquisition
candidate through  acquisition,  merger or other suitable  business  combination
method.

                            (3) RESULTS OF OPERATIONS

The Company had no revenue  for either of the years ended  December  31, 2006 or
2005, respectively.

General and  administrative  expenses  for each of the years ended  December 31,
2006 and 2005 were approximately $15,100 and $985, respectively.  These expenses
were  directly  related  to the  maintenance  of the  corporate  entity  and the
preparation  and filing of the July 12, 2006 Form 10-SB and subsequent  periodic
reports pursuant to the Securities  Exchange Act of 1934. It is anticipated that
future  expenditure  levels will increase as the Company intends to fully comply
with it's periodic reporting requirements. Earnings per share for the respective
nine month periods  ended  December 31, 2006 and 2005 were $0.00 and $0.00 based
on the  weighted-average  shares  issued  and  outstanding  at the  end of  each
respective period.

It is anticipated  that future  expenditure  levels will remain in line with the
Calendar 2006  expenditure  levels until such time that the Company  completes a
business  combination  transaction.  Upon  completion of a business  combination
transaction,  it is  anticipated  that  the  Company's  expenses  will  increase
significantly.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At December 31, 2006 and 2005, respectively,  the Company had working capital of
approximately $(585) and $(5,500), respectively.

On February 3, 2006,  the Company and it's sole officer and  director,  Glenn A.
Little,  acknowledged  that outside funds are necessary to support the corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  To this end, Mr.  Little  agreed to lend the
Company up to$50,000 with a maturity period not to exceed two (2) years from the
initial  funding  date at an interest  rate of 6.0% per annum.  Through June 30,
2006, Mr. Little advanced$20,000 under this agreement, with an initial scheduled
maturity  date in February  2008.  On June 30,  2006,  the Company and it's sole
officer and  director,  Glenn A.  Little,  agreed to convert  the  $20,000  note

                                       17
<PAGE>
payable,  as described in the preceding  paragraph,  into  20,000,000  shares of
restricted, unregistered common stock.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

                              (4) PLAN OF BUSINESS

                                    GENERAL

The Company's current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived  advantages of
a Securities Exchange Act of 1934 registered corporation. As of the date of this
registration  statement,  the Company has no particular acquisitions in mind and
has not entered into any negotiations regarding such an acquisition, and neither
the Company's officer and director nor any promoter and affiliate has engaged in
any  negotiations  with any  representatives  of the owners of any  business  or
company regarding the possibility of a merger or acquisition between the Company
and such other company.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.  If the
Company's  management pursues one or more combination  opportunities  beyond the
preliminary   negotiations   stage  and  those   negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

                                   MANAGEMENT

The  Company  is a blank  check  or  shell  corporation,  and  currently  has no
full-time  employees.  Glenn A. Little is the Company's sole officer,  director,
and controlling shareholder.  All references herein to management of the Company
are to Mr.  Little.  Mr.  Little,  as president  of the  Company,  has agreed to
allocate a limited  portion of his time to the  activities  of the Company after
the  effective  date  of  this  Registration   Statement  without  compensation.
Potential conflicts may arise with respect to the limited time commitment by Mr.
Little  and the  potential  demands  of the  Company's  activities.  See Item 7,
"Certain Relationships and Related Transactions - Conflicts of Interest."

The amount of time spent by Mr.  Little on the  activities of the Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially  quiet time when activities of management focus
elsewhere,  or some  amount in between.  It is  impossible  to predict  with any
precision the exact amount of time Mr. Little will actually be required to spend
to locate a suitable target company. Mr. Little estimates that the business plan

                                       18
<PAGE>
of the Company can be  implemented  by devoting  less than 5 hours per month but
such figure cannot be stated with precision.

                        SEARCH FOR BUSINESS OPPORTUNITIES

The Company's search will be directed toward small and medium-sized enterprises,
which  have a desire  to  become  reporting  corporations  and which are able to
provide audited financial  statements.  The Company does not propose to restrict
its search for investment  opportunities to any particular  geographical area or
industry, and may, therefore,  engage in essentially any business, to the extent
of its limited resources.  The Company's discretion in the selection of business
opportunities   is   unrestricted,   subject   to  the   availability   of  such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  and no  assurance  can be given that any  acquisition,  which does
occur,  will be on terms  that  are  favorable  to the  Company  or its  current
stockholders.

The Company may merge with a company that has  retained one or more  consultants
or outside  advisors.  In that situation,  the Company expects that the business
opportunity will compensate the consultant or outside advisor. As of the date of
this filing,  there have been no discussions,  agreements or understandings with
any party  regarding  the  possibility  of a merger or  acquisition  between the
Company and such other company.  Consequently,  the Company is unable to predict
how the amount of such  compensation  would be  calculated  at this time.  It is
anticipated  that  any  finder  that  the  target  company  retains  would  be a
registered broker-dealer.

The Company will not restrict its search to any specific  kind of firm,  but may
acquire a venture,  which is in its preliminary or development  stage, one which
is already in operation,  or in a more mature stage of its corporate  existence.
The acquired  business may need to seek additional  capital,  may desire to have
its shares publicly  traded,  or may seek other perceived  advantages  which the
Company may offer.  The Company  does not intend to obtain  funds to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated the merger or acquisition transaction. There are no
loan arrangements or arrangements for any financing  whatsoever  relating to any
business opportunities.

                      EVALUATION OF BUSINESS OPPORTUNITIES

The  analysis of business  opportunities  will be under the  supervision  of the
Company's sole officer and director, who is not a professional business analyst.
In analyzing prospective business  opportunities,  management will consider such
matters as available  technical,  financial and  managerial  resources;  working
capital  and  other  financial  requirements;  history  of  operations,  if any;
prospects  for the  future;  nature of present  and  expected  competition;  the
quality and  experience  of management  services  which may be available and the
depth of that management;  the potential for further research,  development,  or
exploration;  specific risk factors not now  foreseeable,  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  In many  instances,  it is  anticipated  that the historical
operations of a specific business  opportunity may not necessarily be indicative
of the potential for the future because of a variety of factors,  including, but
not limited  to, the  possible  need to expand  substantially,  shift  marketing
approaches, change product emphasis, change or substantially augment management,
raise  capital  and  the  like.  Management  intends  to  meet  personally  with
management  and key  personnel  of the  target  business  entity  as part of its
investigation.  To the extent  possible,  the Company intends to utilize written
reports and  personal  investigation  to evaluate  the above  factors.  Prior to
making a decision to  participate  in a business  opportunity,  the Company will
generally  request that it be provided  with  written  materials  regarding  the
business  opportunity  containing  as much  relevant  information  as  possible.
Including, but not limited to, such items as a description of products, services
and  company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,

                                       19
<PAGE>
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such company and its
affiliates  during the relevant  periods;  a description of present and required
facilities;,  an analysis of risks and competitive conditions;  a financial plan
of operation and estimated capital  requirements;  audited financial statements,
or if they are not  available  at that  time,  unaudited  financial  statements,
together with reasonable  assurance that audited  financial  statements would be
able to be produced within a required period of time; and the like.

The Company is currently  subject to the reporting  requirements of the Exchange
Act  since  the  effective  date  of  the  Company's  July  2006  filing  of the
Registration  Statement  on Form 10-SB.  Under the  Exchange  Act, any merger or
acquisition candidate will become subject to the same reporting  requirements of
the  Exchange  Act as the  Company  following  consummation  of  any  merger  or
acquisition.   Thus,  in  the  event  the  Company  successfully  completes  the
acquisition of or merger with an operating business entity, that business entity
must provide  audited  financial  statements for at least two most recent fiscal
years or, in the event the  business  entity has been in business  for less than
two years,  audited  financial  statements  will be required  from the period of
inception.  Acquisition  candidates that do not have or are unable to obtain the
required audited statements will not be considered appropriate for acquisition.

Management  believes  that  various  types of  potential  merger or  acquisition
candidates might find a business  combination with the Company to be attractive.
These  include  acquisition  candidates  desiring to create a public  market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior  existence of a public market for
their securities would be beneficial,  and acquisition  candidates which plan to
acquire  additional  assets through issuance of securities rather than for cash,
and believe that the  possibility  of  development  of a public market for their
securities will be of assistance in that process.  Acquisition  candidates,  who
have a need for an immediate cash  infusion,  are not likely to find a potential
business  combination  with  the  Company  to  be  an  attractive   alternative.
Nevertheless,  the Company has not conducted market research and is not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity. The Company is
unable to predict when it may participate in a business opportunity. It expects,
however, that the analysis of specific proposals and the selection of a business
opportunity  may take several  months or more.  There can also be no  assurances
that we are able to successfully pursue a business  opportunity.  In that event,
there is a  substantial  risk to the Company that failure to complete a business
combination  will  significantly  restrict  its  business  operation  and  force
management to cease operations and liquidate the Company.

                       (5) LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006 and 2005, respectively,  the Company had working capital of
approximately $(585) and $(5,500), respectively.

On February 3, 2006,  the Company and it's sole officer and  director,  Glenn A.
Little,  acknowledged  that outside funds are necessary to support the corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  To this end, Mr.  Little  agreed to lend the
Company up to$50,000 with a maturity period not to exceed two (2) years from the
initial  funding  date at an interest  rate of 6.0% per annum.  Through June 30,
2006,  Mr.  Little  advanced  $20,000  under  this  agreement,  with an  initial
scheduled maturity date in February 2008. On June 30, 2006, the Company and it's
sole officer and director,  Glenn A. Little,  agreed to convert the $20,000 note
payable,  as described in the preceding  paragraph,  into  20,000,000  shares of
restricted, unregistered common stock.

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either

                                       20
<PAGE>
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.


                     ITEM 7 - INDEX TO FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.

            ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE

None

                        ITEM 8A - CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
     including our principal  executive officer and principal financial officer,
     we conducted an evaluation of our disclosure  controls and  procedures,  as
     such term is defined under Rule 13a-15(e)  promulgated under the Securities
     Exchange Act of 1934, as amended  (Exchange  Act), as of December 31, 2006.
     Based on this  evaluation,  our principal  executive  officer and principal
     financial officer concluded that our disclosure controls and procedures are
     effective  in  alerting  them on a  timely  basis to  material  information
     relating  to our Company  required  to be included in our reports  filed or
     submitted under the Exchange Act.

(b)  Changes in Internal Controls

     There were no significant changes (including corrective actions with regard
     to  significant  deficiencies  or  material  weaknesses)  in  our  internal
     controls over financial  reporting  that occurred  during the quarter ended
     December 31, 2006 that has materially affected,  or is reasonably likely to
     materially affect, our internal control over financial reporting.

                                       21
<PAGE>
                                    PART III

     ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

           Name             Age              Position Held and Tenure
           ----             ---              ------------------------

     Glenn A. Little        53          President, Chief Executive Officer
                                        Chief Financial Officer and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or  until  any  successors  are duly  elected  and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
stockholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   stockholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.
The sole director and officers will devote his time to the Company's  affairs on
an as needed basis,  which,  depending on the circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for the  officer or director to resign at the request of another
person, and he is not acting on behalf of, and will not act at the direction of,
any other person.

                            BIOGRAPHICAL INFORMATION

GLENN A.  LITTLE,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in Business  Administration),  and the  American  Graduate
School  of  International   Management  (Master  of  Business  Administration  -
International  Management)  and has been the  principal  of Little  and  Company
Investment  Securities  (LITCO),  a  Securities  Broker/Dealer  with  offices in
Midland,  Texas since 1979.  Before founding LITCO, Mr. Little was a stockbroker
with Howard,  Weil,  Labouisse  Friedrich in their New Orleans,  Louisiana,  and
Midland,  Texas,  offices and also worked for First National Bank of Commerce in
New Orleans, Louisiana.

Mr. Little was appointed an Adjudicatory Official for the State Bar of Texas and
served in that capacity from 1997 through 2003.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The  Company's  by-laws  provide  for the  indemnification  of  its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  herefore if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

                                       22
<PAGE>
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors  and person who own more than 10% of our common  stock to file reports
regarding  ownership of and  transactions  in our securities with the Securities
and Exchange Commissioner and to provide us with copies of those filings.  Based
solely on our review of the copies received by or a written  representation from
certain  reporting persons we believe that during fiscal year ended December 31,
2006, certain filing requirements  regarding acquisitions of our common stock by
Glenn A. Little,  our sole officer and director and the beneficial owner of more
than 10% of our common stock  involving the  acquisition of common stock on June
30, 2006 was not timely  complied with by Mr. Little.  The Company has confirmed
that Mr. Little has subsequently filed the required reports.

                              CONFLICTS OF INTEREST

The sole officer of the Company will not devote more than a small portion of his
time to the  affairs  of the  Company.  There  will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officer's other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

The officer,  director  and  principal  stockholder  of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of  shares by the  Company's  officer,  director  and
principal  stockholder made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to the Company's  sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise  his state law fiduciary  duties
to the Company's other stockholders. In making any such sale, the Company's sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company's other stockholders,  and the
other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by Company
management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

                                       23
<PAGE>
INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS DURING THE PAST FIVE (5) YEARS

     (1)  No director,  officer,  significant  employee or  consultant  has been
          convicted in a criminal proceeding, exclusive of traffic violations or
          is subject to any pending criminal proceeding.

     (2)  No bankruptcy  petitions have been filed by or against any business or
          property of any director, officer,  significant employee or consultant
          of the Company nor has any  bankruptcy  petition  been filed against a
          partnership or business  association  where these persons were general
          partners or executive officers.

     (3)  No director,  officer,  significant  employee or  consultant  has been
          permanently or temporarily  enjoined,  barred,  suspended or otherwise
          limited  from  involvement  in any  type of  business,  securities  or
          banking activities.

     (4)  No director,  officer or  significant  employee has been  convicted of
          violating a federal or state securities or commodities law.

                        ITEM 10 - EXECUTIVE COMPENSATION

The current  management and oversight of the Company requires less than four (4)
hours per month.  As the Company's sole officer and director is engaged in other
full-time  income producing  activities,  the Company's sole officer or director
has received any compensation from the Company. In future periods, subsequent to
the consummation of a business combination transaction,  the Company anticipates
that it will pay compensation to its officer(s) and/or director(s).  See Certain
Relationships and Related Transactions.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                       Change in
                                                                                        Pension
                                                                                       Value and
                                                                                      Nonqualified
Name and                                                               Non-Equity       Deferred
Principal                                      Stock      Option     Incentive Plan   Compensation    All Other
Position         Year   Salary($)   Bonus($)  Awards($)  Awards($)   Compensation($)   Earnings($)  Compensation($)  Total($)
--------         ----   ---------   --------  ---------  ---------   ---------------   -----------  ---------------  --------
<S>              <C>      <C>        <C>        <C>        <C>            <C>             <C>            <C>          <C>
Glenn A. Little
Principal        2006     $-0-       $-0-       $-0-       $-0-           $-0-            $-0-           $-0-         $-0-
Executive        2005     $-0-       $-0-       $-0-       $-0-           $-0-            $-0-           $-0-         $-0-
Officer          2004     $-0-       $-0-       $-0-       $-0-           $-0-            $-0-           $-0-         $-0-
</TABLE>

The Company has no other Executive  Compensation  issues which would require the
inclusion of other mandated table disclosures.

                                       24
<PAGE>
    ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Annual Report, the number
of  shares  of  Common  Stock  owned of record  and  beneficially  by  executive
officers,  directors and persons who hold 5% or more of the  outstanding  Common
Stock  of the  Company.  Also  included  are the  shares  held by all  executive
officers and directors as a group.

                                                              % of Class
Name and address                  Number of Shares         Beneficially Owned
----------------                  ----------------         ------------------

Glenn A. Little                      20,000,000                  84.85%
211 West Wall
Midland, Texas 79701

All Directors and                    20,000,000                  84.85%
Executive Officers (1 person)

            ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 3, 2006,  the Company and it's sole officer and  director,  Glenn A.
Little,  acknowledged  that outside funds are necessary to support the corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  To this end, Mr.  Little  agreed to lend the
Company up to$50,000 with a maturity period not to exceed two (2) years from the
initial  funding  date at an interest  rate of 6.0% per annum.  Through June 30,
2006,  Mr.  Little  advanced  $20,000  under  this  agreement,  with an  initial
scheduled maturity date in February 2008. On June 30, 2006, the Company and it's
sole officer and director,  Glenn A. Little,  agreed to convert the $20,000 note
payable into 20,000,000 shares of restricted, unregistered common stock.

The Company  currently  maintains a mailing  address at 211 West Wall,  Midland,
Texas 79701. The Company's telephone number there is (432) 682-1761.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing address as these offices are used virtually full-time
by other businesses of the Company's President.

                               ITEM 13 - EXHIBITS

Exhibit
Number
------
3i.1     Articles of Incorporation (*)
 3.2     By-Laws (*)
31.1     Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1     Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

----------
(*) - Incorporated by reference to the Company's  Registration Statement on Form
10-SB (File No. 0-52127) on July 12, 2006.

                                       25
<PAGE>
                ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to it's principal accountant, S. W. Hatfield, CPA of Dallas, Texas.

                                 Year ended        Year ended
                                 December 31,      December 31,
                                    2006              2005
                                  --------          --------

1.    Audit fees                  $  2,535          $     --
2.    Audit-related fees                --                --
3.    Tax fees                          --                --
4.    All other fees                    --                --
                                  --------          --------

      Totals                      $  2,535          $     --
                                  ========          ========

We have considered whether the provision of any non-audit services, currently or
in  the  future,  is  compatible  with  S.  W.  Hatfield,  CPA  maintaining  its
independence  and have  determined  that these services do not compromise  their
independence.

Financial Information System Design and Implementation:  S. W. Hatfield, CPA did
not charge the  Company any fees for  financial  information  system  design and
implementation fees.

The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (Board) is the Company's  defacto audit committee.  In discharging its
oversight  responsibility  as to the audit process,  the Board obtained from the
independent  auditors a formal written  statement  describing all  relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"INDEPENDENCE  DISCUSSIONS WITH AUDIT  COMMITTEES." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non-audit services,  and satisfied itself as to the auditors'
independence.  The Board also discussed with management,  the internal  auditors
and the independent  auditors the quality and adequacy of the Company's internal
controls.

The Company's  principal  accountant,  S. W.  Hatfield,  CPA, did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.

                                       26
<PAGE>
                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                            VICTORY DIVIDE MINING COMPANY


Dated: February 9, 2007                     /s/ Glenn A. Little
       ----------------                     ------------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Dated: February 9, 2007                     /s/ Glenn A. Little
       ----------------                     ------------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director

                                       27
<PAGE>
                          VICTORY DIVIDE MINING COMPANY

                                    CONTENTS


                                                                           Page
                                                                           ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-2

FINANCIAL STATEMENTS

   Balance Sheets
     as of December 31, 2006 and 2005                                       F-3

   Statements of Operations and Comprehensive Loss
     for the years ended December 31, 2006 and 2005                         F-4

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 2006 and 2005                         F-5

   Statements of Cash Flows
     for the years ended December 31, 2006 and 2005                         F-6

   Notes to Financial Statements                                            F-7

                                      F-1
<PAGE>
                        LETTERHEAD OF S. W. HATFIELD, CPA


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Victory Divide Mining Company

We have audited the accompanying balance sheets of Victory Divide Mining Company
(a  Nevada  corporation)  as of  December  31,  2006 and  2005  and the  related
statements of operations and comprehensive loss, changes in shareholders' equity
(deficit)  and cash flows for the each of the two years ended  December 31, 2006
and 2005, respectively. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits 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  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 Victory Divide Mining Company
as of December 31, 2006 and 2005 and the results of its  operations and its cash
flows  for the  each  of the  two  years  ended  December  31,  2006  and  2005,
respectively,  in  conformity  with  generally  accepted  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note C. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.


                                               /s/ S. W. Hatfield, CPA
                                               --------------------------
                                               S. W. HATFIELD, CPA
Dallas, Texas
February 7, 2007

                                      F-2
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                                 BALANCE SHEETS
                           December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                                        December 31,        December 31,
                                                                           2006                2005
                                                                         ---------           ---------
<S>                                                                      <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                              $      76           $      --
                                                                         ---------           ---------

      TOTAL CURRENT ASSETS                                                      76                  --
                                                                         ---------           ---------

TOTAL ASSETS                                                             $      76           $      --
                                                                         =========           =========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
   Accounts payable - trade                                              $     175           $      --
   Accrued interest payable                                                    486                  --
   Advances from officer                                                        --               5,485
                                                                         ---------           ---------

      TOTAL CURRENT LIABILITIES                                                661               5,485
                                                                         ---------           ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
   Preferred stock - $0.001 par value
     50,000,000 shares authorized
     None issued and outstanding                                                --                  --
   Common stock - $0.001 par value
     100,000,000 shares authorized
     23,569,725 and 3,569,725 shares
     issued and outstanding, respectively                                   23,570               3,570
   Additional paid-in capital                                              176,336             176,336
   Accumulated deficit                                                    (200,491)           (185,391)
                                                                         ---------           ---------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                    (585)             (5,485)
                                                                         ---------           ---------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $      76           $      --
                                                                         =========           =========
</TABLE>

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

                                      F-3
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                     Years ended December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                         Year ended             Year ended
                                                         December 31,           December 31,
                                                             2006                   2005
                                                         ------------           ------------
<S>                                                      <C>                    <C>
REVENUES                                                 $         --           $         --
                                                         ------------           ------------
EXPENSES
   Professional fees                                           12,074                     --
   Other general and administrative expenses                    2,749                    985
                                                         ------------           ------------
      TOTAL OPERATING EXPENSES                                 14,823                    985
                                                         ------------           ------------

INCOME (LOSS) FROM OPERATIONS                                 (14,823)                  (985)

OTHER INCOME (EXPENSE)
   Interest expense                                              (486)                    --
   Interest income                                                209                     --
                                                         ------------           ------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES               (15,100)                  (985)

PROVISION FOR INCOME TAXES                                         --                     --
                                                         ------------           ------------

NET LOSS                                                      (15,100)                  (985)

OTHER COMPREHENSIVE INCOME                                         --                     --
                                                         ------------           ------------

COMPREHENSIVE LOSS                                       $    (15,100)          $       (985)
                                                         ============           ============
Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                                          nil                    nil
                                                         ============           ============
Weighted-average number of shares
 outstanding - basic and fully diluted                     13,706,711              3,569,725
                                                         ============           ============
</TABLE>


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

                                      F-4
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                         Common Stock               Additional
                                     ----------------------          paid-in       Accumulated
                                     Shares          Amount          capital         deficit          Total
                                     ------          ------          -------         -------          -----
<S>                               <C>            <C>             <C>             <C>              <C>
BALANCES AT JANUARY 1, 2005         3,569,725      $    3,570      $  176,336      $ (184,406)      $   (4,500)

Net loss for the year                      --              --              --            (985)            (985)
                                   ----------      ----------      ----------      ----------       ----------

BALANCES AT DECEMBER 31, 2005       3,569,725           3,570         173,336        (185,391)          (5,486)

Conversion of note payable
 to officer/shareholder to
 common stock                      20,000,000          20,000              --              --           20,000

Net loss for the year                      --              --              --         (15,100)         (15,100)
                                   ----------      ----------      ----------      ----------       ----------

BALANCES AT DECEMBER 31, 2006      23,569,725      $   23,570      $  176,336      $ (200,491)      $     (585)
                                   ==========      ==========      ==========      ==========       ==========
</TABLE>


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

                                      F-5
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                                               Year ended         Year ended
                                                                               December 31,       December 31,
                                                                                  2006               2005
                                                                                --------           --------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) for the period                                             $(15,100)          $   (985)
   Adjustments to reconcile net loss to net cash
    provided by operating activities
      Depreciation and amortization
      Increase (Decrease) in
        Accounts payable - trade                                                  (5,310)               985
        Accrued interest payable                                                     486                 --
                                                                                --------           --------

NET CASH USED IN OPERATING ACTIVITIES                                            (19,924)                --
                                                                                --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                                  --                 --
                                                                                --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received from note payable                                                20,000                 --
                                                                                --------           --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                         20,000                 --
                                                                                --------           --------

INCREASE (DECREASE) IN CASH                                                           76                 --

Cash at beginning of period                                                           --                 --
                                                                                --------           --------

CASH AT END OF PERIOD                                                           $     76           $     --
                                                                                ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the year                                                   $     --           $     --
                                                                                ========           ========
   Income taxes paid for the year                                               $     --           $     --
                                                                                ========           ========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Note payable to shareholder converted to common stock                        $ 20,000           $     --
                                                                                ========           ========
</TABLE>

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

                                      F-6
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2006 and 2005

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Victory Divide Mining Company  (Company) was originally  incorporated on May 26,
1921 in accordance with the Laws of the State of Nevada.

Since  December  31,  1980,  the  Company has had no  operations,  no assets and
liabilities associated with the maintenance of the corporate entity.

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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 the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

NOTE C - GOING CONCERN UNCERTAINTY

Victory Divide Mining Company  (Company) was originally  incorporated on May 26,
1921 in accordance with the Laws of the State of Nevada. All business operations
were  abandoned by December 31,  1980.  Since that date,  the Company has had no
operations,  assets or liabilities.  The Company's  current  principal  business
activity  is  to  seek  a  suitable  reverse   acquisition   candidate   through
acquisition, merger or other suitable business combination method.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

                                      F-7
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2006 and 2005

NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

2. Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2006 and 2005, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 2006 and 2005,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

3. Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

                                      F-8
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2006 and 2005

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

3. Earnings (loss) per share - continued

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At December 31, 2006 and 2005, and subsequent  thereto,  the Company had no
     outstanding common stock equivalents.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - NOTE PAYABLE TO OFFICER/DIRECTOR

On February 3, 2006,  the Company and it's sole officer and  director,  Glenn A.
Little,  acknowledged  that outside funds are necessary to support the corporate
entity and comply with the periodic  reporting  requirements  of the  Securities
Exchange Act of 1934,  as amended.  To this end, Mr.  Little  agreed to lend the
Company up to$50,000 with a maturity period not to exceed two (2) years from the
initial  funding  date at an interest  rate of 6.0% per annum.  Through June 30,
2006, Mr. Little advanced$20,000 under this agreement, with an initial scheduled
maturity date in February 2008.

On June 30,  2006,  the Company and it's sole  officer  and  director,  Glenn A.
Little,  agreed to  convert  the  $20,000  note  payable,  as  described  in the
preceding paragraph,  into 20,000,000 shares of restricted,  unregistered common
stock.


                (Remainder of this page left blank intentionally)

                                      F-9
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2006 and 2005

NOTE G - INCOME TAXES

The  components  of income tax  (benefit)  expense  for each of the years  ended
December 31, 2006 and 2005 are as follows:

                                   Year ended         Year ended
                                   December 31,       December 31,
                                      2006               2005
                                     -------            -------
     Federal:
       Current                       $    --            $    --
       Deferred                           --                 --
                                     -------            -------
                                          --                 --
                                     -------            -------
     State:
       Current                            --                 --
       Deferred                           --                 --
                                     -------            -------
                                          --                 --
                                     -------            -------
       Total                         $    --            $    --
                                     =======            =======

Concurrent  with a 2006 change in control,  the Company has a nominal  operating
loss  carryforward  for income tax purposes.  The amount and availability of any
future net operating loss  carryforwards may be subject to limitations set forth
by the Internal  Revenue Code.  Factors such as the number of shares  ultimately
issued within a three year look-back period; whether there is a deemed more than
50 percent  change in control;  the  applicable  long-term tax exempt bond rate;
continuity  of historical  business;  and  subsequent  income of the Company all
enter  into the  annual  computation  of  allowable  annual  utilization  of the
carryforwards.

The Company's income tax expense  (benefit) for each of the years ended December
31, 2006 and 2005, respectively,  differed from the statutory federal rate of 34
percent as follows:

                                                     Year ended     Year ended
                                                     December 31,   December 31,
                                                        2006           2005
                                                       -------        -------
Statutory rate applied to income before income taxes   $(5,100)       $  (335)
Increase (decrease) in income taxes resulting from:
 State income taxes                                         --             --
 Other, including reserve for deferred tax asset
  and application of net operating loss carryforward     5,100            335
                                                       -------        -------

      Income tax expense                               $    --        $    --
                                                       =======        =======

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2006 and 2005, respectively,  after taking the 2006 change in
control into consideration:

                                                     December 31,   December 31,
                                                        2006           2005
                                                       -------        -------
Deferred tax assets
  Net operating loss carryforwards                     $ 5,100        $    --
  Less valuation allowance                              (5,100)            --
                                                       -------        -------

  Net Deferred Tax Asset                               $    --        $    --
                                                       =======        =======

                                      F-10
<PAGE>
                          VICTORY DIVIDE MINING COMPANY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2006 and 2005

NOTE H - EQUITY TRANSACTIONS

On June 29, 2006, the Company filed Amended & Restated Articles of Incorporation
in the State of Nevada which kept the Company's corporate name of Victory Divide
Mining  Company and modified the  Company's  capital  structure to allow for the
issuance of up to 100,000,000  shares of $0.001 par value common stock and up to
50,000,000 shares of $0.001 par value preferred stock. The effect of this change
is reflected in the accompanying financial statements as of the first day of the
first period presented.

On June 30,  2006,  the Company and it's sole  officer  and  director,  Glenn A.
Little,  agreed to convert a note payable with an outstanding balance of $20,000
into 20,000,000 shares of restricted, unregistered common stock.





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                                      F-11