U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(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, 2008





|_|
TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 0-52269


_______________________________________________





A.G. VOLNEY CENTER,
INC.





(Exact
name of registrant as specified in its charter)


______________________________________________





DELAWARE
                
                13-4260316(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)124
      LINCOLN AVENUE SOUTHLIVERPOOL,
      NEW YORK
                
                13088(Address
      of principal executive offices)
                
                (zip
      code)





Registrant's
      telephone number, including area code:
                (315) 703-9012





_____________________________________________





Securities
registered under Section 12(b) of the Exchange Act:





None.





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





Common
Stock, $.001 par value per share





(Title of
Class)








1








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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes [X] No
[  ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]





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





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]
            Smaller
      reporting company [ X ](Do
      not check if a smaller reporting company)





Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).


Yes
[  ]   No [ X ]





The
Company has no non-voting common stock.  The aggregate market value of
the Company's voting common stock held by non-affiliates as of December 31, 2008
could not be determined because there have been no recent sales of such stock
and there is no established public trading market.





As of
December 31, 2008 17,330,000 shares of the Company's $.001 par value common
stock were issued and outstanding.





State
issuer’s revenues for its most recent fiscal year: $24,728





As of
March 26, 2008 the aggregate market value of the 4,130,000 shares common stock
held by non-affiliates was approximately $4,130 based upon the par value of
$.001. As of December 31, 2008, there were 17,330,000 shares of common stock
outstanding.





Documents
incorporated by reference: None.





Transitional
Small Business Disclosure Format: Yes [  ]    No [
X ]











2





A.G. VOLNEY CENTER INC.


TABLE
OF CONTENTS


PagePART
      IItem
      1.
                Business
                4Item
      1A.
                Risk
      Factors
                7Item
      2.
                Properties
                11Item
      3.
                Legal
      Proceedings
                11Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                11PART
      IIItem
      5.
                Market
      for Registrant’s Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
                12Item
      6.
                Selected
      Financial Data
                12Item
      7.
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                13Item
      7A.
                Quantitive
      and Qualitative Disclosures About Market Risk
                16Item
      8.
                Financial
      Statements and Supplementary Data
                17F-1
      – F-17Item
      9.
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                18Item
      9A.
                Controls
      and Procedures
                18Item
      9B.
                Other
      Information
                18PART
      IIIItem
      10.
                Directors,
      Executive Officers and Corporate Governance
                19Item
      11.
                Executive
      Compensation
                20Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                22Item
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence
                23Item
      14.
                Principal
      Accountant Fees and Services
                23Item
      15.
                Exhibits
      and Financial Statement Schedules
                24Signatures
                
                
                25











3





PART I.





ITEM 1.  BUSINESS
..





GENERAL
OVERVIEW





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





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





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





Any person
or entity may read and copy our reports with the Securities and Exchange
Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an
Internet site at http://www.sec.gov where reports, proxies and informational
statements on public companies may be viewed by the public.





OUR
PRINCICPAL PRODUCTS AND SERVICES





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





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





To date,
we have purchased items at an aggregate purchase price of $ 53,353 and resold
products for an aggregate sales price of $ 62,347. Our sales are made by selling
items purchased wholesale to small business owners for retail. Although our
purchases and sales have been minimal and our expenses far exceed our revenues
resulting in a net loss, we have identified potential suppliers and have opened
accounts with them and continually search for suppliers in New York State to
save on shipping costs. To date, we have not been able to conduct these business
affairs without further capital.





We
anticipate selling nationwide, but our initial focus will be in New York,
Pennsylvania, Connecticut and Vermont.





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





4





ITEM 1.  BUSINESS
..


(Continued)





DISTRIBUTION





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





COMPETITION





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





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





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





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





EMPLOYEES





As of
December 31, 2008, the Company had no full-time employees.  Mr. Stever
and Ms. Ford work for the Company on a part-time and as needed
basis.





AVAILABLE
INFORMATION





We are
subject to the information reporting requirements of the Exchange Act, and
accordingly, are required to file periodic reports, including quarterly and
annual reports and other information with the Securities and Exchange
Commission. Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
the SEC maintains an Internet website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically.  The address of the website is http://www.sec.gov
..








5





ITEM 1.  BUSINESS
..


(Continued)





A
NOTE ABOUT FORWARD-LOOKING STATEMENTS





This
report (including the foregoing “Description of Business” and the section below
entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”) contains forward-looking statements that involve risks
and uncertainties. You should exercise extreme caution with respect to all
forward-looking statements contained in this report. Specifically, the following
statements are forward-looking:





•
statements regarding our overall strategy for expansion of our company,
including without limitation our intended markets and future
products;





•
statements regarding our research and development efforts;





•
statements regarding the plans and objectives of our management for future
operations, including, without limitation, plans to explore other non
telecommunication business along with the size and nature of the costs we expect
to incur and the people and services we may employ;





•
statements regarding the future of our company, our competition or regulations
that may affect us;





•
statements regarding our ability to compete with third parties;





• any
statements using the words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” and similar words; and





• any
statements other than historical fact.





We believe
that it is important to communicate our future expectations to our shareholders.
Forward-looking statements reflect the current view of management with respect
to future events and are subject to numerous risks, uncertainties and
assumptions, including, without limitation, the factors listed in “Risks
Associated with Our Business.” Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. Should any one or
more of these or other risks or uncertainties materialize or should any
underlying assumptions prove incorrect, actual results are likely to vary
materially from those described in this report. There can be no assurance that
the projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur.





Any person
or entity may read and copy our reports filed with the Securities and Exchange
Commission at the SEC’s Public Reference Room at 100 F Street NE, Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also
maintains an Internet site at HTTP://WWW.SEC.GOV
where reports, proxies and informational statements on public companies may be
viewed by the public.








6





ITEM
1A.  RISK FACTORS





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





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





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





WE
MAY HAVE TO DISCONTINUE OPERATIONS.





If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may have to discontinue operations. Our expenses have
historically exceeded our revenues and we have had losses in all fiscal years of
operation, including those in fiscal years 2005 through 2008, and the losses are
projected to continue in 2009. Our net losses were $43,812 and $ 39,067 for
fiscal years ended  2007 and 2008, respectively. We have been
concentrating on the development of our products, services and business plan.
There is no assurance that we will be successful in implementing our business
plan or that we will be profitable now or in the future.





WE
MAY NOT SUCCEED OR BECOME PROFITABLE.





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





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





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





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





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





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


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





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








7




ITEM
1A.  RISK FACTORS


(Continued)





WE
WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.





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





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





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





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





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





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





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





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








8




ITEM 1A.  RISK
FACTORS


(Continued)





OUR
STOCK PRICE MAY BE VOLATILE.





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





·
            Variations
      in our quarterly operating results;





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





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





·
            Additions
      or departures of key personnel;





·
            Future
      sales of our common stock;





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





·
            Commencement
      of or involvement in litigation.





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





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





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





WE
LACK OPERATING HISTORY





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





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





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








9





ITEM 1A.  RISK FACTORS


(Continued)





CURRENTLY
THERE IS NO MARKET FOR OUR COMMON STOCK.





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





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





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





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





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





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





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





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





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





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





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





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





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





WE
WILL ENCOUNTER SUBSTANTIAL COMPETITION





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








10





ITEM 2.   PROPERTIES





The
Company does not own property. Our operations are conducted from our President’s
personal residence located at 124 Lincoln St. South Liverpool, NY 13088. We do
not pay rent for the use of these facilities and therefore we have no
lease.




ITEM 3.   LEGAL
PROCEEDINGS





Not
Applicable.





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





Not
Applicable.








11





PART II.




ITEM 5.  MARKET FOR
REGISTRANTS RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
EQUITY SECURITIES .





(a)   MARKET
INFORMATION. The Company's common stock is not trading on any public trading
market or stock exchange.





(b)
            HOLDERS.
      As of December 31, 2008 there were approximately 61 record holders of
      17,330,000 shares of the Company's common
stock.





(c)  DIVIDEND
POLICY. We have not declared or paid any cash dividends on our common stock and
we do not intend to declare or pay any cash dividend in the foreseeable
future.  The payment of dividends, if any, is within the discretion of
our Board of Directors and will depend on our earnings, if any, our capital
requirements and financial condition and such other factors as our Board of
Directors may consider.





(d)                 SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. We have not authorized
the issuance of any of our securities in connection with any form of equity
compensation plan.





(e)  RECENT
SALE OF UNREGISTERED SECURITIES.  During the year ended December 31,
2008, the following shares of common stock were purchased at $0.01 per
share:





Amanda
Godin residing in Liverpool, New York purchased 500,000 shares; Mary K. Evans
residing in Liverpool, New York purchased 500,000 shares; Justin Lamacchia
residing in Orlando Florida purchased 10,000 shares; John R. Pichotto III
residing in Orlando Florida purchased 10,000 shares; Lindsay Leploski residing
in Buffalo, New York purchased 10,000 shares; Rebecca McGuiness residing in
Fulton, New York, purchased 500,000 shares; Gloris Goff residing in Mesa,
Arizona purchased 500,000 shares; John Passalaqua residing in Liverpool, New
York purchased 500,000 shares; and Stephanie Passalaqua residing in Brewerton,
New York purchased 500,000 shares. We did not have any sales of securities that
were not registered under the Securities Act of 1933, as amended.





(f)
      TRANSFER AGENT.
            Olde
      Monmouth Stock Transfer Co., Inc.200
      Memorial ParkwayAtlantic
      Highlands, N.J.  07716Phone:
      732-872-2727Fax:
      732-872-2728





ITEM
6.SELECTED FINANCIAL DATA
..





The table
below summarizes our audited balance sheet at December 31, 2008 compared to 2007
and statement of operations for the fiscal year ended December 31, 2008 compared
to 2007.





At
                    December
      31,2008
                    (Audited)
                  
                  
                  2007
                    (Audited)Balance
      Sheet:Cash
                  
                  $
                  829
                  
                  
                  $
                  939Total
      Assets
                  
                  $
                  8,262
                  
                  
                  $
                  17,135Total
      Liabilities
                  
                  $
                  67,953
                  
                  
                  $
                  68,059Total
      Stockholders’ Equity (Deficit)
                  
                  $
                  (59,691)
                  
                  
                  $
                  (50,924)





For
      the Fiscal Year Ended
                  December
      31,2008
                  (Audited)
                
                
                2007
                  (Audited)Statement
      of Operations :Revenue
                
                $
                24,728
                
                
                $
                33,793Net
      Loss
                
                $
                (39,067)
                
                
                $
                (43,812)Net
      Loss Per Share of Common Stock
                
                
                --
                
                
                
                --








12








ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS





FORWARD
LOOKING STATEMENTS





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:





-
            discuss
      our future expectations;-
            contain
      projections of our future results of operations or of our financial
      condition; and-
            state
      other "forward-looking"
information.





We believe
it is important to communicate our expectations. However, there may be events in
the future that we are not able to accurately predict or over which we have no
control. Our actual results and the timing of certain events could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."





ORGANIZATION
AND BASIS OF PRESENTATION





The
following discussion and analysis is based on the audited financial statements
for the years ended December 31, 2008 and 2007 of A.G. Volney Center, Inc.,, a
Delaware corporation  (“A.G. Volney,” the “Company,” “our,” or “we”).
All significant inter-company amounts have been eliminated. In the opinion of
management, the audited financial statements presented herein reflect all
adjustments (consisting only of normal recurring adjustments) necessary for fair
presentation. Interim results are not necessary indicative of results to be
expected for the entire year.





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





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





We have
had only limited operations since our renewal in July 2003. We have limited
assets of $8,262 as of December 31, 2008.  In 2008 a majority of the
assets were in the form of cash from shareholder stock purchases and in the form
of accounts receivable from customers that purchased merchandise.





If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses in all fiscal years of operation, including those in fiscal
years 2007 and 2008, and the losses are projected to continue in 2009. Our net
losses were $(39,067) and $(43,812) through the fiscal years ended 2008 and
2007, respectively. We have a cumulative net loss from March 6, 1997 (Date of
Inception) to December 31, 2008 of $(113,291). We have been concentrating on the
development of our products, services and business plan. There is no assurance
that we will be successful in implementing our business plan or that we will be
profitable now or in the future.





CRITICAL
ACCOUNTING POLICIES





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our balance sheet, and the amounts of revenues and
expenses reported for each of our fiscal periods, are affected by estimates and
assumptions which are used for, but not limited to, the accounting for allowance
for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.








13








ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS


(Continued)





GOING
CONCERN QUALIFICATION





In their
Independent Auditor's Report for the fiscal years ending December 31, 2008, 2007
and 2006 Robison, Hill & Co. stated that several conditions and events cast
substantial doubt about our ability to continue as a “going
concern.”  We have incurred net loses of approximately $(113,291) from
our inception on March 6, 1997 to December 31, 2008.  At December 31,
2008, we had $829 cash on hand, $6,433 in accounts receivable and an accumulated
deficit of $(113,291). See “Liquidity and Capital Resources.”





LIQUIDITY
AND CAPITAL RESOURCES





At
December 31, 2008, we had $829 cash on hand and an accumulated deficit of
$(113,291).Our primary source of liquidity has been from the sales of common
stock and borrowings from a Joseph C. Passalaqua, a principal stockholder. The
Company has generated $40,300 from the sale of common stock. As of December 31,
2008, we have notes payable to Joseph C. Passalaqua in the amount
$19,493.  These notes bear a simple interest rate of 18% per annum and
are payable upon demand. As of December 31, 2008, the accrued interest on these
notes was $1,757.





Net cash
used in operating activities was $35,453 during the twelve-month period ended
December 31, 2008, mainly representative of the net loss incurred during 2008.
This compares to net cash used in operating activities of $17,286 for the
twelve-month period ended December 31, 2007.





Net cash
provided by investing activities was $0 during twelve-month period ended
December 31, 2008.  This compares to net cash provided by investing
activities of $0 for the twelve-month period ended December 31,
2007.





Net cash
provided by financial activities was $35,343 during twelve-month period ended
December 30, 2008, representing the proceeds from related party notes after
partial repayments of the loan in the amount of $5,043 and the sale of common
stock totaling $30,300. This compares to net cash provided by financing
activities of $14,400 for the twelve-month period ended December 31, 2007 due to
proceeds from related party notes of $14,400.





Our
expenses to date are largely due to professional fees that include accounting
and legal fees.





To date,
we have had minimal revenues; and we require additional financing in order to
finance our business activities on an ongoing basis.  Our future
capital requirements will depend on numerous factors including, but not limited
to, continued progress in finding a merger candidate and the pursuit of business
opportunities. We are actively pursuing alternative financing and have had
discussions with various third parties, although no firm commitments have been
obtained to date.  In the interim, shareholders of the Company have
committed to meet our minimal operating expenses.  We believe that
actions presently being taken to revise our operating and financial requirements
provide them with the opportunity to continue as a “going concern,” although no
assurances can be given.





REVENUE
RECOGNITION POLICIES





The
Company generates revenues by selling products purchased at a discount. The
Company recognizes revenues in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions.  The Company
recognizes revenue when the earnings process is complete.  That is,
when the arrangements of the goods are documented, the pricing becomes final and
collectibility is reasonably assured. An allowance for bad debt is provided
based on estimated losses. For revenue received in advance for goods, the
Company records a current liability classified as either deferred revenue or
customer deposits. As of the year ended December 31, 2008, there was no deferred
revenue.





COSTS
RELATED TO OUR OPERATION





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








14








ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS


(Continued)





NET
LOSS FROM OPERATIONS





We had net
loss of $(39,067) for the fiscal year ended December 31, 2008 as compared to a
net loss after taxes of $(43,812) for the fiscal year ended December 31, 2007.
This decrease was due to a decline in operating expenses, primarily legal fees,
in 2008.





WORKING
CAPTIAL





We had
total assets of $8,262 and total liabilities of $67,953, which results in
working capital deficit of $(59,691) for the fiscal year ended December 31, 2008
as compared to total assets of $17,135 and total liabilities of $68,059
resulting in a working capital deficit of $(50,924) as of December 31,
2007.





THE
YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31,
2007





REVENUES





Our total
revenue decreased by $9,065, or approximately 27%, from $33,793 in the year
ended December 31, 2007 to $24,728 in the year ended December 31, 2008. This
decrease was attributable to the decline in demand from our customers for our
products and a decline in sales during the twelve months in 2008 over the same
period in 2007.  The sold merchandise consisted of various types of
overstock merchandise, including candles purchased on the internet.





COST
OF SALES





Our
overall cost of sales decreased by $7,741, or approximately 27%, from $28,891 in
the year ended December 31, 2007 to $21,150 in the year ended December 31, 2008.
This decrease in cost of sales was a direct effect of a decline in total sales
during the twelve months in 2008.  This decline in demand lead to the
Company purchasing a lower amount of inventory over the previous period in
2007.





OPERATION
AND ADMINISTATIVE EXPENSES





Operating
expenses decreased by $7,871, or approximately 16%, from $47,886 in the year
ended December 31, 2007 to $40,015 in the year ended December 31, 2008.
Operating expenses primarily consist of general and administrative expenses
(G&A) and professional fees. G&A expenses, made up primarily of office
expense and postage and delivery expenses, increased by $1,597, from $528 in the
twelve months ended December 31, 2007 to $2,125 in the twelve months ended
December 31, 2008. Professional fees, made up of accounting and legal fees
decreased by $9,671, from $46,702 in the year ended December 31, 2007 to $37,031
in the year ended December 31, 2008. These are fees we pay to accountants and
attorneys throughout the year for performing various tasks.  The bulk
of the decrease in expense was due to the decline in legal fees paid in 2008,
when comparing the same twelve month period in 2007.





COMMON
STOCK





Our board
of directors is authorized to issue 25,000,000 shares of common stock, with a
par value of $0.001. There are an aggregate of 17,330,000 shares of Common Stock
issued and outstanding, which are held by 61 stockholders as of the date of this
Annual Report.  All shares of our common stock have one vote per share
on all matters, including election of directors, without provision for
cumulative voting. The common stock is not redeemable and has no conversion or
preemptive rights. The common stock currently outstanding is validly issued,
fully paid and non-assessable. In the event of liquidation of the Company, the
holders of common stock will share equally in any balance of the Company's
assets available for distribution to them after satisfaction of creditors and
preferred stockholders, if any. The holders of our common stock are entitled to
equal dividends and distributions per share with respect to the Common Stock
when, as and if, declared by the board of directors from funds legally
available.





PREFERRED
STOCK





Our
Certificate of Incorporation does not provide for the issuance of preferred
stock.








15





ITEM 7A.  QUANTATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK .





Market
risk is the risk of loss from adverse changes in market prices and rates. The
Company’s market risk arises primarily from the fact that the area in which we
do business is highly competitive and constantly evolving. We face competition
from the larger and more established companies -- from companies that develop
new technology, as well as the many smaller companies throughout the
country.





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





MILESTONES





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





Locate
suitable retailers to whom we can resell overstock merchandise purchased by us
over the internet.  We’ve commenced locating suitable retailers in May
2006.  During 2008, the Company established three major customers;
Wisteria Antiques, Fountain Treats and Kim’s Country Classics, which accounted
for $24,624 of the total accumulated sales of $24,728 or 99% of the total
accumulated sales of the Company to date.





Increase
volume of inventory purchases and resale utilizing retained earnings from the
past 12 to 24 months. The estimated date is December 2010.





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


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








16








ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA .























A
..G. VOLNEY CENTER, INC.


-:-





INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS' REPORT





DECEMBER
31, 2008











CONTENTS








PageIndependent
      Registered Public Accountants' Report
                F -
      1Balance
      SheetsDecember
      31, 2008 and December 31, 2007
                F -
      3Statements
      of OperationsFor
      the years ended December 31, 2008 and 2007Since
      March 6, 1997 (inception) to December 31, 2008
                F -
      4Statement
      of Stockholders' EquitySince
      March 6, 1997 (inception) to December 31, 2008
                F -
      5Statements
      of Cash FlowsFor
      the years Ended December 31, 2008 and 2007Since
      March 6, 1997 (inception) to December 31, 2008
                F -
      6Notes
      to Financial Statements
                F -
      7











17




ROBISON, HILL & CO.
              
              
              
              Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBRENT
      M. DAVIES, CPADAVID
      O. SEAL, CPAW.
      DALE WESTENSKOW, CPABARRY
      D. LOVELESS, CPASTEPHEN
      M. HALLEY, CPA
 
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of A.G. Volney Center, Inc.
 
 We have
audited the accompanying balance sheets of A.G. Volney Center, Inc. (a
development stage company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity, and cash flows for each of the
years in the two-year period ended December 31, 2008 and 2007, and the
cumulative since march 6, 1997 (inception) to December 31, 2008. A.G. Volney
Center, Inc.’s management is responsible for these financial statements. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of A.G. Volney Center, Inc. (a
development stage company) as of December 31, 2008 and 2007, and the results of
its operations and its cash flows for each of the years in the two-year period
ended December 31, 2008, and 2007 and the cumulative since March 6, 1997
(inception) to December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
   F -
1
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has incurred net losses of approximately
$113,000, has a liquidity problem and has minimal revenues, which raise
substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 Robison, Hill &
Co.
 Certified
Public Accountants
 
 Salt Lake
City, Utah
 March 26,
2009




F -
2







AG VOLNEY CENTER, INC.(A Development Stage
    Company)BALANCE SHEETSDecember
      31,
                                            
                                            
                                            December
      31,2008
                                            
                                            
                                            2007ASSETSCurrent
      Assets:Cash
                                            
                                            $
                                            829
                                            
                                            
                                            $
                                            939Accounts
      Receivable
                                            
                                            
                                            6,433
                                            
                                            
                                            
                                            15,112Inventory
      (at lower of FIFO cost or market)
                                            
                                            
                                            1,000
                                            
                                            
                                            
                                            1,084Total
      Current Assets
                                            
                                            
                                            8,262
                                            
                                            
                                            
                                            17,135TOTAL
      ASSETS
                                            
                                            $
                                            8,262
                                            
                                            
                                            $
                                            17,135LIABILITIES
      & EQUITYCurrent
      Liabilities:Accounts
      Payable
                                            
                                            $
                                            42,217
                                            
                                            
                                            $
                                            52,001Related
      Party Payable
                                            
                                            
                                            4,431
                                            
                                            
                                            
                                            1,113Sales
      Tax Payable
                                            
                                            
                                            55
                                            
                                            
                                            
                                            46Shareholder
      Loan
                                            
                                            
                                            19,493
                                            
                                            
                                            
                                            14,450Interest
      Payable
                                            
                                            
                                            1,757
                                            
                                            
                                            
                                            449Total
      Current Liabilities
                                            
                                            
                                            67,953
                                            
                                            
                                            
                                            68,059Total
      Liabilities
                                            
                                            
                                            67,953
                                            
                                            
                                            
                                            68,059Stockholder's
      EquityPrefered
      Stock- $.001 par value; 10,000,000 sharesauthorized;
      0 shares shares outstandingas
      of December 31, 2008 and 2007
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      Stock- $.001 par value; 100,000,000 sharesauthorized;
      17,330,000 and 14,300,000 shares outstandingas
      of December 31, 2008 and 2007
                                            
                                            
                                            17,330
                                            
                                            
                                            
                                            14,300Additional
      Paid-In Capital
                                            
                                            
                                            36,270
                                            
                                            
                                            
                                            9,000Deficit
      Accumulated During the Development Stage
                                            
                                            
                                            (113,291
                                            )
                                            
                                            
                                            (74,224
                                            )Total
      Stockholder's Equity
                                            
                                            
                                            (59,691
                                            )
                                            
                                            
                                            (50,924
                                            )TOTAL
      LIABILITIES AND STOCKHOLDER'S EQUITY
                                            
                                            $
                                            8,262
                                            
                                            
                                            $
                                            17,135The
      accompanying notes are an integral part of these financial
      statements





F -
3








A.G. Volney Center, Inc.(A Development Stage
    Company)STATEMENTS OF OPERATIONSFor
      the Year Ended
                                                                    
                                                                    
                                                                    Cumulative
      SinceDecember
      31,
                                                                    
                                                                    
                                                                    March
      6, 19972008
                                                                    
                                                                    
                                                                    2007
                                                                    
                                                                    
                                                                    (Inception)Revenues:Sales
      Revenue
                                                                    
                                                                    $
                                                                    24,728
                                                                    
                                                                    
                                                                    $
                                                                    33,793
                                                                    
                                                                    
                                                                    $
                                                                    62,347Less:  Cost
      of Goods Sold
                                                                    
                                                                    
                                                                    (21,150
                                                                    )
                                                                    
                                                                    
                                                                    (28,891
                                                                    )
                                                                    
                                                                    
                                                                    (53,353
                                                                    )Gross
      Profit
                                                                    
                                                                    
                                                                    3,578
                                                                    
                                                                    
                                                                    
                                                                    4,902
                                                                    
                                                                    
                                                                    
                                                                    8,994Expenses:General
      and Administrative
                                                                    
                                                                    
                                                                    2,125
                                                                    
                                                                    
                                                                    
                                                                    528
                                                                    
                                                                    
                                                                    
                                                                    3,365Accounting
      Fees
                                                                    
                                                                    
                                                                    19,031
                                                                    
                                                                    
                                                                    
                                                                    11,702
                                                                    
                                                                    
                                                                    
                                                                    46,700Legal
      Fees
                                                                    
                                                                    
                                                                    18,000
                                                                    
                                                                    
                                                                    
                                                                    35,000
                                                                    
                                                                    
                                                                    
                                                                    53,000Organizational
      Costs
                                                                    
                                                                    
                                                                    700
                                                                    
                                                                    
                                                                    
                                                                    280
                                                                    
                                                                    
                                                                    
                                                                    14,280Outside
      Services
                                                                    
                                                                    
                                                                    159
                                                                    
                                                                    
                                                                    
                                                                    376
                                                                    
                                                                    
                                                                    
                                                                    1,193Total
      Expenses
                                                                    
                                                                    
                                                                    40,015
                                                                    
                                                                    
                                                                    
                                                                    47,886
                                                                    
                                                                    
                                                                    
                                                                    118,538Operating
      Income (Loss)
                                                                    
                                                                    
                                                                    (36,437
                                                                    )
                                                                    
                                                                    
                                                                    (42,984
                                                                    )
                                                                    
                                                                    
                                                                    (109,544
                                                                    )Other
      (Income) ExpenseInterest,
      Net
                                                                    
                                                                    
                                                                    (2,430
                                                                    )
                                                                    
                                                                    
                                                                    (433
                                                                    )
                                                                    
                                                                    
                                                                    (2,579
                                                                    )Net
      Loss Before Taxes
                                                                    
                                                                    
                                                                    (38,867
                                                                    )
                                                                    
                                                                    
                                                                    (43,417
                                                                    )
                                                                    
                                                                    
                                                                    (112,123
                                                                    )Franchise
      Tax
                                                                    
                                                                    
                                                                    (200
                                                                    )
                                                                    
                                                                    
                                                                    (395
                                                                    )
                                                                    
                                                                    
                                                                    (1,168
                                                                    )Net
      Income (Loss)
                                                                    
                                                                    
                                                                    (39,067
                                                                    )
                                                                    
                                                                    
                                                                    (43,812
                                                                    )
                                                                    
                                                                    $
                                                                    (113,291
                                                                    )Basic
      & Diluted Loss per Share
                                                                    
                                                                    $
                                                                    (0.00
                                                                    )
                                                                    
                                                                    $
                                                                    (0.00
                                                                    )Weighted
      Average SharesOutstanding
                                                                    
                                                                    
                                                                    16,435,479
                                                                    
                                                                    
                                                                    
                                                                    14,300,000The
      accompanying notes are an integral part of these financial
      statements




F -
4





A. G. VOLNEY CENTER, INC.(A Development Stage
    Company)STATEMENT OF STOCKHOLDERS'
      EQUITYDeficitAccumulatedSince
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      TotalMarch
      6,
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      Stockholders'Common
      Stock
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      Paid
      in
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1997
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      EquityShares
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      Par
      Value
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      Capital
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (Inception)
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      DeficiencyBalance
      at March 6, 1997 (Inception)
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,210
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      12,100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      12,100Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (12,100
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (12,100
                                                                                                                                      )Balance
      at December 31, 1997
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,210
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      12,100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (12,100
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Balance
      at December 31, 2002as
      originally reported
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,210
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      12,100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (12,100
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -July
      29, 2003 10,000:1 Forward Stock Split
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      12,098,790
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Restated
      Balance at December 31, 2002
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      12,100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      12,100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (12,100
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Stock
      issued for Services July 31, 2003
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,200,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,200
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,200Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,200
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,200
                                                                                                                                      )Balance
      at December 31, 2003
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      13,300,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      13,300
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (13,300
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Stock
      issued for Cash, February 26, 2004
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      900
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000Stock
      issued for Cash, March 02, 2004
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,000Stock
      issued for Cash, March 12, 2004
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      900
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,717
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,717
                                                                                                                                      )Balance
      at December 31, 2004
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,000,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      6,300
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (15,017
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,283Stock
      issued for Cash, October 23, 2005
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      900
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000Stock
      issued for Cash, October 31, 2005
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      900
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (412
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (412
                                                                                                                                      )Balance
      at December 31, 2005
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,200,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,200
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      8,100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (15,429
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      6,871Stock
      issued for Cash, February 13, 2006
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      900
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (14,983
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (14,983
                                                                                                                                      )Balance
      at December 31, 2006
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,300,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,300
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      9,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (30,412
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (7,112
                                                                                                                                      )Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (43,812
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (43,812
                                                                                                                                      )Balance
      at December 31, 2007
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,300,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,300
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      9,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (74,224
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (50,924
                                                                                                                                      )Stock
      issued for Cash, April 11, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,030,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,030
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      9,270
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      10,300Stock
      issued for Cash, April 22, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      9,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      10,000Stock
      issued for Cash, April 23, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,000Stock
      issued for Cash, April 24, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,500
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,000Net
      Loss
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (39,067
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (39,067
                                                                                                                                      )Balance
      at December 31, 2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      17,330,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      17,330
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      36,270
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      (113,291
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      (59,691
                                                                                                                                      )The
      accompanying notes are an integral part of these financial
      statements




F -
5


A.G. VOLNEY CENTER, INC.(A Development Stage
    Company)STATEMENT OF CASH FLOWSCumulativesinceFor
      the Year Ended
                                                                          
                                                                          
                                                                          March
      6,December
      31,
                                                                          
                                                                          
                                                                          19972008
                                                                          
                                                                          
                                                                          2007
                                                                          
                                                                          
                                                                          (Inception)CASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
                                                                          
                                                                          $
                                                                          (39,067
                                                                          )
                                                                          
                                                                          $
                                                                          (43,812
                                                                          )
                                                                          
                                                                          
                                                                          (113,291
                                                                          )Stock
      Issued for Organizational Costs
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          13,300(Increase)
      Decrease in Accounts Receivable
                                                                          
                                                                          
                                                                          8,679
                                                                          
                                                                          
                                                                          
                                                                          (15,112
                                                                          )
                                                                          
                                                                          
                                                                          (6,433
                                                                          )(Increase)
      Decrease in Inventory
                                                                          
                                                                          
                                                                          84
                                                                          
                                                                          
                                                                          
                                                                          83
                                                                          
                                                                          
                                                                          
                                                                          (1,000
                                                                          )Increase
      (Decrease) in Accounts Payable
                                                                          
                                                                          
                                                                          (9,784
                                                                          )
                                                                          
                                                                          
                                                                          41,114
                                                                          
                                                                          
                                                                          
                                                                          42,217Increase
      (Decrease) in Related Party Payable
                                                                          
                                                                          
                                                                          3,318
                                                                          
                                                                          
                                                                          
                                                                          1,113
                                                                          
                                                                          
                                                                          
                                                                          4,431Increase
      (Decrease) in Sales Tax Payable
                                                                          
                                                                          
                                                                          9
                                                                          
                                                                          
                                                                          
                                                                          8
                                                                          
                                                                          
                                                                          
                                                                          55(Increase)
      Decrease in Accrued Interest
                                                                          
                                                                          
                                                                          1,308
                                                                          
                                                                          
                                                                          
                                                                          433
                                                                          
                                                                          
                                                                          
                                                                          1,757Net
      Cash Used in Operating Activities
                                                                          
                                                                          
                                                                          (35,453
                                                                          )
                                                                          
                                                                          
                                                                          (16,173
                                                                          )
                                                                          
                                                                          
                                                                          (58,964
                                                                          )CASH FLOWS FROM INVESTINGACTIVITIESNet
      Cash Provided by Investing Activities
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          -CASH FLOWS FROM FINANCINGACTIVITIES:Common
      Stock Issued for Cash
                                                                          
                                                                          
                                                                          30,300
                                                                          
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          40,300Payment
      on Shareholder Loan
                                                                          
                                                                          
                                                                          (22,950
                                                                          )
                                                                          
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          
                                                                          (22,950
                                                                          )Proceeds
      from Shareholder Loan
                                                                          
                                                                          
                                                                          27,993
                                                                          
                                                                          
                                                                          
                                                                          14,400
                                                                          
                                                                          
                                                                          
                                                                          42,443Net
      Cash Provided by Financing Activities
                                                                          
                                                                          
                                                                          35,343
                                                                          
                                                                          
                                                                          
                                                                          14,400
                                                                          
                                                                          
                                                                          
                                                                          59,793Net
      (Decrease) Increase inCash
      and Cash Equivalents
                                                                          
                                                                          
                                                                          (110
                                                                          )
                                                                          
                                                                          
                                                                          (1,773
                                                                          )
                                                                          
                                                                          
                                                                          829Cash
      and Cash Equivalentsat
      Beginning of Period
                                                                          
                                                                          
                                                                          939
                                                                          
                                                                          
                                                                          
                                                                          3,825
                                                                          
                                                                          
                                                                          
                                                                          -Cash
      and Cash Equivalentsat
      End of Period
                                                                          
                                                                          $
                                                                          829
                                                                          
                                                                          
                                                                          $
                                                                          2,052
                                                                          
                                                                          
                                                                          $
                                                                          829SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION:Cash
      paid during the year for:Interest
                                                                          
                                                                          $
                                                                          1,121
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          1,121Franchise
      and Income Taxes
                                                                          
                                                                          $
                                                                          200
                                                                          
                                                                          
                                                                          $
                                                                          395
                                                                          
                                                                          
                                                                          $
                                                                          1,168SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIESStock
      Issued for Services
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          13,300The
      accompanying notes are an integral part of these financial
      statements




F -
6





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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





Nature of Operations and
Going Concern





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





Several
conditions and events cast doubt about the Company’s ability to continue as a
“going concern.”  The Company has incurred net losses of approximately
$ 113,000 for the period from March 6, 1997 (inception) to December 31, 2008,
has an accumulated deficit, has recurring losses, has minimal revenues and
requires additional financing in order to finance its business activities on an
ongoing basis.  The Company’s future capital requirements will depend
on numerous factors including, but not limited to, continued progress in finding
a merger candidate and the pursuit of business opportunities. The Company is
actively pursuing alternative financing and has had discussions with various
third parties, although no firm commitments have been obtained.  In
the interim, shareholders of the Company have committed to meeting its minimal
operating expenses.  Management believes that actions presently being
taken to revise the Company’s operating and financial requirements provide them
with the opportunity to continue as a “going concern”





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








F -
7





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Organization and Basis of
Presentation





The
Company was incorporated under the laws of the State of Delaware on March 6,
1997 under the name Lottlink Technologies, Inc.  On July 29, 2003 the
Articles of Incorporation were amended to change the Company’s name to A.G.
Volney Center, Inc.


The
Company is to serve as a vehicle to effect a merger, exchange of capital stock,
asset acquisition, or other business combination with a domestic or foreign
private business.  Since March 6, 1997, the Company is in the
development stage, and has not commenced planned principal
operations.  The Company has a December 31 year end.





Nature of
Business





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





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





Cash and Cash
Equivalents


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








F -
8





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Revenue
Recognition





The
Company generates revenues by selling products purchased at a discount. The
Company recognizes revenues in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin (SAB) number 104, "Revenue
Recognition."  SAB 104 clarifies application of U. S. generally
accepted accounting principles to revenue transactions.  The Company
recognizes revenue when the earnings process is complete.  That is,
when the arrangements of the goods are documented, the pricing becomes final and
collectibility is reasonably assured. An allowance for bad debt is provided
based on estimated losses. For revenue received in advance for goods, the
Company records a current liability classified as either deferred revenue or
customer deposits. As of the year ended December 31, 2008 and 2007, there was no
deferred revenue.





Allowance for Doubtful
Accounts





The
Company recognizes an allowance for doubtful accounts to ensure accounts
receivable are not overstated due to uncollectibility. Bad debt reserves are
maintained for all customers based on a variety of factors, including the length
of time the receivables are past due, significant one-time events and historical
experience. An additional reserve for individual accounts is recorded when the
Company becomes aware of a customer’s inability to meet its financial
obligation, such as in the case of bankruptcy filings or deterioration in the
customer’s operating results or financial position.  If circumstances
related to customers change, estimates of the recoverability of receivables
would be further adjusted. As of December 31, 2008 and 2007, the Company has
determined an allowance for doubtful accounts is not necessary.





Concentration of Credit
Risk





The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements.  The Company had cash and cash equivalents of $829 and
$939 as of December 31, 2008 and 2007 all of which was fully covered by federal
depository insurance.








F -
9





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Pervasiveness of
Estimates





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





Inventories





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








December
      31,2008
                      
                      
                      2007Candles
                      
                      $
                      1,000
                      
                      
                      $
                      1,084Total
                      
                      $
                      1,000
                      
                      
                      $
                      1,084





Loss per
Share





Basic loss
per share has been computed by dividing the loss for the year applicable to the
common stockholders’ by the weighted average number of common shares outstanding
during the years.  There were no common equivalent shares outstanding
at December 31, 2008 and 2007.





Major
Supplier





During the
year ended December 31, 2008 one supplier, Seven Oceans Enterprises, Inc.
accounted for 100% of the inventory purchased.  The loss of this
supplier would adversely impact the business of the Company.








F -
10





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Major
Customers





During the
year ended December 31, 2008, three customers accounted for 99% of the Company’s
revenues.  The Company had revenues of $6,433 from Kim’s County
Classics, $13,002 from Wisteria Antiques and $5,190 from Fountain
Treats.  The total revenues for December 31, 2008 were $24,728
..





Financial
Instruments





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





Income
Taxes





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





Reclassification





Certain
reclassifications have been made in the 2007 financial statements to conform to
the December 31, 2008 presentation








F -
11





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Stock-Based
Compensation





Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
December 31, 2007, and 2006 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2008, and 2007. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.





Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the date of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2007 and 2006, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at December 31, 2008 and 2007.








F -
12





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Recent Accounting
Standards





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





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





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








F -
13





A. G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





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





Recent Accounting Standards
(Continued)





In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 162, The Hierarchy of Generally
Accepted Accounting Principles (“GAAP”) (“SFAS 162”). The purpose of the new
standard is to provide a consistent framework for determining what accounting
principles should be used when preparing U.S. GAAP financial statements.
Previous guidance did not properly rank the accounting literature. The new
standard is effective 60 days following the Securities and Exchange Commission’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The adoption of SFAS 162 is not expected to have a
material effect on the Company’s financial statements.





In April
2008, the FASB released staff position (“FSP”) SFAS No. 142-3, Determination of
the Useful Life of Intangible Assets.  The FSP requires entities to
disclose information for recognized intangible assets that enable users of
financial statements to understand the extent to which expected future cash
flows associated with intangible assets are affected by the entity’s intent or
ability to renew or extend the arrangement associated with the intangible
asset.  The FSP also amends the factors an entity should consider in
developing the renewal or extension assumptions used in determining the useful
life of recognized intangible assets under SFAS No. 142, Goodwill and Other
Intangible Assets.  The FSP will be applied prospectively to
intangible assets acquired after the FSP’s effective date, but the disclosure
requirements will be applied prospectively to all intangible assets recognized
as of, and after, the FSP’s effective date.  The FSP is effective for
fiscal years beginning after December 15, 2008, with early adoption
prohibited.  The adoption of SFAS No. 142-3 is not expected to have a
material effect on the Company’s financial statements.








F -
14





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 2 - INCOME
TAXES





As of
December 31, 2008, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $100,000 that may be offset against
future taxable income through 2027.  Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.




2008
                
                
                2007Net
      Operating Losses
                
                $
                15,000
                
                
                $
                9,139Valuation
      Allowance
                
                
                (15,000
                )
                
                
                (9,139
                )$
                -
                
                
                $
                -





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





2008
                  
                  
                  2007Provision
      (Benefit) at US Statutory Rate
                  
                  $
                  5,861
                  
                  
                  $
                  6,572Increase
      (Decrease) in Valuation Allowance
                  
                  
                  (5,861
                  )
                  
                  
                  (6,572
                  )$
                  -
                  
                  
                  $
                  -





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





NOTE 3 - DEVELOPMENT STAGE
COMPANY





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








F -
15





A.G.
VOLNEY CENTER, INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 4 – UNCERTAIN TAX
POSITIONS





Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2008, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.





Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2008.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.





With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2008:





United
      States (a)
            
            2004–
      Present





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





NOTE 5 -
COMMITMENTS





As of
December 31, 2008, all activities of the Company have been conducted by
corporate officers from either their homes or business
offices.  Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.








F -
16





A.G. VOLNEY CENTER,
INC.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(Continued)





NOTE 6 – RELATED PARTY
TRANSACTIONS





As of
December 31, 2008 and 2007 Joseph C. Passalaqua, a shareholder, has loaned the
Company $19,493 and $14,450 respectfully.  These loans are payable on
demand and carry a simple interest rate of 18% and 10% per annum. As of December
31, 2007, there was $449 of interest due on the notes. In 2008, a partial
repayment of the shareholder loans of both principle and interest has been paid.
As of December 31, 2008 there was $1,757 of interest due on the
notes.





As of
December 31, 2008, the Company currently has a Related Party Accounts Payable in
the amount of $4,431 due to Lyboldt-Daly, Inc. for Bookkeeping
expenses.  Joseph Passalaqua (a major shareholder and an in-law to
Stephanie Passalaqua officer of the Company) is President and Sole Director of
Lyboldt-Daly, Inc.  Total bookkeeping services during the year ended
December 31, 2008 and 2007 were $4,431 and $3,502, respectively.





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





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





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





NOTE 7- COMMON STOCK
TRANSACTIONS





On March
6, 1997, the Company issued 1,210 shares of no par common stock for
services.  Shares were valued at $10 per share.





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





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





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





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





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





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





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





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





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





On April
11, 2008, the Company issued 1,030,000 shares of common stock for
cash.  Shares were issued for $.01 per share.





On April
22, 2008, the Company issued 1,000,000 shares of common stock for
cash.  Shares were issued for $.01 per share.





On April
23, 2008, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share.





On April
24, 2008, the Company issued 500,000 shares of common stock for
cash.  Shares were issued for $.01 per share.








F -
17








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





Not
Applicable.





ITEM 9A.  CONTROLS AND
PROCEDURES





The Company's
Chief Executive Officer is responsible for establishing and maintaining
disclosure controls and procedures for the Company.





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





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





CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING





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





REPORT
OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





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





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





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





ITEM 9B.  OTHER
INFORMATION .





None.








18





PART III





ITEM 10. DIRECTORS EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE





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


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





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





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





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





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





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





COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934





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





Item 405
of Regulation S-B requires every small business issuer that has a class of
equity securities registered pursuant to Section 12 of the Exchange Act to
identify each person who, at any time during the fiscal year, was a director,
officer or beneficial owner of more than 10 percent of any class of equity
securities registered pursuant to Section 12 of the Exchange Act that failed to
file on a timely basis, as disclosed in the above forms as well as other
information.  From the effective date our Registration Statement on
Form 10-SB (File No.: 0-52269) on December 18, 2006 through December 31, 2008,
our executive officer and directors: David F. Stever (CEO, President and CFO),
Samantha M. Ford (Secretary and Treasurer) and John J. Connelly and the
stockholders listed in Item 12 who beneficially own more than 10% of our common
stock have filed Forms 3, 4 or 5 with the Securities and Exchange
Commission.








19








ITEM 10. DIRECTORS EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE


(Continued)





CODE
OF ETHICS





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





NOMINATING
COMMITTEE





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





AUDIT
COMMITTEE





Our Board
of Directors acts as our audit committee. We do not have a qualified financial
expert at this time, because we have not been able to hire a qualified
candidate. Further, we believe that we have inadequate financial resources at
this time to hire such an expert.





ITEM
11.    EXECUTIVE
COMPENSATION





During the
last fiscal year ended December 31, 2008, no compensation has been awarded to,
earned by or paid to our officers or directors. Management has agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until we have generated revenues from operations. As of the
date of this registration statement, we have no funds available to pay officers
or directors. Further, our officers and directors are not accruing any
compensation pursuant to any agreement with us.





The
following is a summary of all options, unvested stock and equity incentive plans
for our Executive Officers for the year ending December 31, 2008.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOption
      Awards
                        Stock
      AwardsName
                        Number
      of Securities Underlying Unexercised Options Exercisable
                        Number
      of Securities Underlying Un-Exercised Options
    Un-Exercisable
                        Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
                        Option
      Exercise Price
                        Option
      Expiration Date
                        Number
      of Shares or Units of Stock That Have Not Vested
                        Market
      Value of Shares or Units of Stock That Have Not Vested
                        Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
                        Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not VestedDavid
      F. Stever
                        0
                        0
                        0
                        N/A
                        N/A
                        0
                        0
                        0
                        0Samantha
      M. Ford
                        0
                        0
                        0
                        N/A
                        N/A
                        0
                        0
                        0
                        0








20








ITEM
11.    EXECUTIVE COMPENSATION


(Continued)





The
following is a summary of the compensation paid to our Directors for the period
ending December 31, 2008.








DIRECTOR
      COMPENSATIONName
                Fees
      Earned or Paid in Cash
                Stock
      Awards
                Option
      Awards
                Non-Equity
      Incentive Plan Compensation
                Nonqualified
      Deferred Compensation Earnings
                All
      Other Compensation
                TotalJohn
      J. Connelly
                0
                0
                0
                0
                0
                0
                0





INDEMITY





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





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





DIRECTOR
COMPENSATION





We do not
currently pay any cash fees to our directors, but we pay directors’ expenses in
attending board meetings. During the year ended December 31, 2008, no director
expenses were reimbursed.





EMPLOYMENT
AGREEMENTS





The
Company is not a party to any employment agreements.








21








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





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





Name and Address
                Shares
      Held
                Percentage(1)David
      F. Stever
                  124
      Lincoln Ave. S.
                  Liverpool.
      NY 13088
                400,000
                2%Samantha
      M. Ford
                  410
      Balsam Street
                  Liverpool,
      NY 13088
                400,000
                2%John
      J. Connelly
                  136
      NE  19th Court
                  Ft.
      Lauderdale, FL 33305
                400,000
                2%Carl
      E. Worboys
                  118
      Chatham Rd.
                  Syracuse,
      NY  13203
                6,000,000
                35%Joseph
      C. Passalaqua
                  106
      Glenwood Dr. S.
                  Liverpool,
      NY 13090
                6,000,000
                35%All
      Directors and Executive Officers as a Group (without naming them) (3
      persons)
                1,200,000
                7%





(1) Based
on 17,330,000 shares of common stock issued and outstanding as of December 31,
2008.





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








22








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





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




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





We became
a reporting Company when our registration statement became effective on December
18, 2006. Robison Hill & Company ("RHC") is the Company's independent
registered public accountant.





AUDIT
FEES AND AUDIT RELATED FEES





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





FISCAL
      2008
                  
                  
                  FISCAL
      2007Audit
      Fees (1)
                  
                  $
                  14,430
                  
                  
                  $
                  8,025Tax
      Fees (2)
                  
                  
                  170
                  
                  
                  $
                  175Other
      Fees
                  
                  None
                  
                  
                  None





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





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





We do not
currently have a standing audit committee. The services described above were
approved by our Board of Directors.








23








ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES .





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








Exhibit Number
              Description3
              Certificate
      of Incorporation*3.1
              Certificate
      of Renewal and Revival of Certificate of Incorporation*3.2
              Certificate
      of Amendment of Certificate of Incorporation*3.3
              By-laws*4.1
              Form
      of Common Stock Certificate*31.1
              Certification
      of the Principal Executive Officer and Principal Financial Officer of
      Registrant pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
      Act of 1934, as amended32.1
              Certification
      of the Principal Executive Officer and Principal Financial Officer of
      Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





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





(b)           Reports
on Form
8-K.                                           None








24








SIGNATURES





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





A.G.
      VOLNEY CENTER, INC.Date:  March
      26, 2009
              By:
              /s/
      DAVID F. STEVERDavid
      F. SteverPresident,
      Chief Executive Officer, Chief Financial Officer  and
      Director
                (Principal
      Executive Officer and Principal and Accounting Financial
      Officer)








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








Date:
      March 26, 2009
                        Name
                        Position/s/  DAVID F. STEVER
                          David
      F. Stever
                        President,
      Chief Executive Officer and Director
                          (Principal
      Executive Officer and Principal Financial Officer)/s/  SAMANTHA F. FORD
                          Samantha
      F. Ford
                        Secretary,
      Treasurer and Director/s/ JOHN J. CONNELLY
                          John
      J. Connelly
                        Director







25