UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No.

2





)





|  |                                                                                     
|- | ------------------------------------------------------------------------------------
|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2007



or

|     |                                                                                         
|---- | ----------------------------------------------------------------------------------------
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________ to ___________



Commission File Number 000-52135



Ruby Growth Corporation

(Exact name of Registrant as specified in its charter)



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



c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

(Address of principal executive offices) (Zip Code)



(281) 488-3883

(Registrants telephone number, including area code)



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



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



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

YES [X]      NO [   ]



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





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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.





|                           |                                         
|-------------------------- | ----------------------------------------
|Large accelerated filer   ̈ | Accelerated filer                       ̈
|Non-accelerated filer     ̈ | Smaller reporting company     ý         





Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).  YES [X]     NO [ ]



As of June 29, 2007, no market price existed for voting and non-voting common equity held by non-affiliates of the registrant.



At April 18, 2008, there were 1,281,500 shares of Registrant's ordinary shares outstanding.



Document incorporated by reference:  None.







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EXPLANATORY NOTE



This Amendment No.

2




 on Form 10-K/A (the Form 10-K/A

 Amendment No. 2

) is being filed to

further

amend the disclosure under Item 9A(T) Controls and Procedures of Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2007 filed on April 21, 2008




as amended by Amendment No. 1 to our Form 10-K filed on Form 10-K/A on January 9, 2009 (together the Form 10-K)

..  Our Form 10-K included a report of our managements assessment of internal control over financial reporting and its conclusion that our internal control over financial reporting was effective as of December 31, 2007.  However, managements report failed to include a statement of the framework used by management to conduct its assessment.  We received



comment letter

s

 from the SEC Staff alerting us to this error and we are filing this Form 10-K/A

Amendment No. 2

to revise

and restate

managements report on internal control over financial reporting to include a statement of the framework used by management to conduct its assessment.  



As a result of our failure to include a statement of the framework used to conduct the assessment of our internal control over financial reporting in our Form 10-K, we have concluded that ourdisclosure controls and procedures were ineffective as of December 31, 2007.  We have improved our disclosure controls and procedures to ensure that our periodic and current reports comply with the requirements of the then applicable Form and rules and regulations under the Securities Exchange Act of 1934, as amended.



Except as set forth above, this Form 10-K/A

Amendment No. 2

does not modify, amend or update in any way any other items or disclosure in the Form 10-K.  This Form 10-K/A

Amendment No. 2

continues to speak as of the date of the original Form 10-K and other than as specifically reflected in this Form 10-K/A

Amendment No. 2

does not reflect events occurring after the filing of the original Form 10-K.



GENERAL INDEX





|                                                   |             
|-------------------------------------------------- | ------------
|                                                   | Page 
Number
|                                                   |             
|PART II                                            |             
|                                                   |             
|Item 9A(T) Controls and Procedures                 | 1           
|                                                   |             
|PART IV                                            |             
|                                                   |             
|Item 15 Exhibits and Financial Statement Schedules | 2           
|                                                   |             
|SIGNATURES                                         |             





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ITEM 9A (T). CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures.



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC's rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Under the supervision and with the participation of our principal executive officer and our principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report as a result of our failure to include in Item 9A(T) of our original Form 10-K filed on April 21, 2008

, as amended by Amendment No. 1 to our Form 10-K (together the Form 10-K)

, a statement of the framework used by management to conduct its assessment of our internal control over financial reporting.  In addition to filing this Amendment No.

2

on Form 10-K/A to our original Form 10-K to remedy this omission, management has taken steps to improve our disclosure controls and procedures to ensure that our reports filed pursuant to the Exchange Act contain the required disclosures specified in the SECs rules and regulations and the applicable forms then in effect.



Management's Report on Internal Control Over Financial Reporting.



Our management is also responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Our internal control over financial reporting includes those policies and procedures that:



·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,




and

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and



·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



As of December 31, 2007, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting

 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).




..  Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2007.



This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.



1



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Changes in Internal Controls.



There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal controls.



ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



(a) (3)

Exhibits:



Exhibit

Number

Description



31.1

Certification of Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.











2



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SIGNATURES



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



|                            |                                                         
|--------------------------- | --------------------------------------------------------
|Date: January




28,

2009 | RUBY GROWTH CORPORATION                                 
|                            |                                                         
|                            |                                                         
|                            | By:/s/ Joseph Rozelle                                   
|                            | Name: Joseph Rozelle                                    
|                            | Title:   President, Chief Financial Officer and Director



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





|                           |                                                                                                                                                     
|-------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                                                                                                                                                     
|Date: January




28, 2009 | By:   /s/ Joseph Rozelle                                                                                                                            
|                           | Name: Joseph Rozelle                                                                                                                                
|                           | Title:   President, Chief Financial Officer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)



|                            |                           
|--------------------------- | --------------------------
|                            |                           
|Date: January




28,

2009 | By:   /s/ David Richardson
|                            | Name: David Richardson    
|                            | Title:   Director         











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