**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM 10-QSB**







x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the quarter ended March 31,
                2004**




**-OR-**





o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the transition period from: ________________ to
                ________________**


**Commission
      File Number** **000-28339**









**XVARIANT,
      INC.**


(Exact
      Name of Registrant as Specified in Its Charter)




**NEVADA**
            
            **000-28339**(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)




**4039
                S. Highland Drive,**
              **Salt
                Lake City, UT**
            
            **84124**(Address
                of principal executive offices)
            
            (Zip
                code)





Registrant’s
      telephone number, including area code: (801) 424-2562






(Former
      name, former address or former fiscal year, if changed since last
      report)





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





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one): Large accelerated filer o Accelerated filer o Non-accelerated filer þ





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange)  Yes o No þ





The
      number of shares outstanding of each of the Registrant’s classes of common
      stock, as of March 31, 2004 was 13,561,000 shares, all of one class of $0.001
      par value Common Stock.










**XVARIANT,
      INC.**


**FORM
      10-QSB**


**Quarter
      Ended March 31, 2004**





**TABLE
      OF CONTENTS**


**PAGE****FINANCIAL
                INFORMATION**Item 1.
              Consolidated
                  Financial StatementsCondensed
                  Consolidated Balance Sheet as March 31, 2004 (unaudited)
              
              4Condensed
                  Consolidated Statement of Operations for the Six Months Ended March
                  31,
                  2004 and March 31, 2003
              
              5Condensed
                  Consolidated Statement Stockholders’ Equity/(Deficit)
              
              6Condensed
                  Consolidated Statement of Cash Flow for the Six Months Ended March
                  31,
                  2004 and March 31, 2003
              
              7Notes
                  to Consolidated Financial Statements
              
              8Item 2.
              Managements
                  Discussion and Analysis of Financial Condition or Plan of
                  Operation
              
              10Item 3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              17Item 4.
              Controls
                  and Procedures
              
              18**PART
                  II—OTHER INFORMATION**Item 1.
              Legal
                  Proceedings
              
              18Item 1A
              Risk
                  Factors
              
              18Item 2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              20Item 3.
              Defaults
                  Upon Senior Securities
              
              20Item 4.
              Submission
                  of Matters to a Vote of Security Holders
              
              20Item 5.
              Other
                  Information
              
              21Item 6.
              Exhibits
                  and Reports on Form 8-K
              
              21**SIGNATURES**
              
              **22**


-2-




**SPECIAL
      NOTE ON FORWARD LOOKING STATEMENTS**





This
      Quarterly Report on Form 10-QSB, including "Management's Discussion and Analysis
      of Financial Condition and Results of Operations" in Item 2 of Part I of this
      report include forward-looking statements. These statements involve known and
      unknown risks, uncertainties and other factors that may cause our actual
      results, levels of activity, performance or achievements to be materially
      different from any future results, levels of activity, performance, or
      achievements expressed or implied by forward-looking statements.





In
      some
      cases, you can identify forward-looking statements by terminology such as "may,"
      "should," "expects," "plans," "anticipates," "believes," "estimates,"
      "predicts," "potential," "proposed," "intended," or "continue" or the negative
      of these terms or other comparable terminology. You should read statements
      that
      contain these words carefully, because they discuss our expectations about
      our
      future operating results or our future financial condition or state other
      "forward-looking" information. There may be events in the future that we are
      not
      able to accurately predict or control. Before you invest in our securities,
      you
      should be aware that the occurrence of any of the events described in this
      Annual Report could substantially harm our business, results of operations
      and
      financial condition, and that upon the occurrence of any of these events, the
      trading price of our securities could decline and you could lose all or part
      of
      your investment. Although we believe that the expectations reflected in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      growth rates, levels of activity, performance or achievements. We are under
      no
      duty to update any of the forward-looking statements after the date of this
      Quarterly Report to conform these statements to actual
      results.


-3-


**PART
      1: FINANCIAL INFORMATION**


**XVARIANT,
        INC.** **Consolidated
          Balance Sheets** (Unaudited)




March
                31,
            
            September
                30,2004
            
            2003(Unaudited)
            
            (Audited)**ASSETS**Current
                AssetsCash
            
            $
            9,397
            
            $
            1,136Accounts
                Receivable - Net
            
            
            83,272
            
            
            96,156Total
                Current Assets
            
            
            92,669
            
            
            97,292Property
                and Equipment, Net
            
            
            16,924
            
            
            46,345Total
                Assets
            
            $
            109,593
            
            $
            143,637**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                LiabilitiesTrade
                accounts payable and accrued expenses
            
            $
            86,803
            
            $
            462,743Payable-related
                party
            
            
            
            
            
            320,600Deferred
                revenue
            
            
            
            
            
            12,637Short-term
                obligations
            
            
            
            
            
            303,040Cash
                Overdraft
            
            
            
            
            
            42,494Capital
                leases
            
            
            1,077
            
            
            4,241Total
                Current Liabilities
            
            
            87,880
            
            
            1,145,755Long
                Term LiabilitiesNotes
                Payable - Ferrante Holdin
            
            
            523,920Total
                Liabilities
            
            
            611,800
            
            
            1,145,755Stockholders'
                EquityCommon
                Stock, 50,000,000 shares authorized, $0.001par
                value, issued and outstanding at March 31, 2004 andSeptember
                30, 2003 is 13,561,100 shares respectively
            
            
            13,561
            
            
            13,561Paid
                in Capital
            
            
            3,301,793
            
            
            3,990,193Accumulated
                Deficit
            
            
            (3,817,561
            )
            
            (5,005,872
            )Total
                Stockholders' Equity
            
            
            (502,207
            )
            
            (1,002,118
            )Total
                Liabilities and Stockholders' Equity
            
            $
            109,593
            
            $
            143,637


The
        accompanying notes are an integral part of these statements
  -4-
  **XVARIANT,
        INC.**
 **Consolidated
        Statements of Operations** (Unaudited)




Six
                Months Ended
            
            Three
                Months EndedMarch
                31,
            
            March
                31,2004
            
            2003
            
            2004
            
            2003RevenueRevenue
            
            $
            -
            
            $
            1,142,656
            
            $
            -
            
            $
            620,242Membership
                Fees
            
            
            74,886
            
            
            -
            
            
            50,617
            
            
            -Service
                Fees
            
            
            70,981
            
            
            -
            
            
            27,298
            
            
            -Total
                Revenue
            
            
            145,867
            
            
            1,142,656
            
            
            77,915
            
            
            620,242Operating
                ExpensesGeneral
                and Administrative
            
            
            221,371
            
            
            1,090,214
            
            
            149,829
            
            
            565,826Sales
                and Marketing
            
            
            6,687
            
            
            623,350
            
            
            935
            
            
            345,164Depreciation
                and amortization
            
            
            15,305
            
            
            51,480
            
            
            7,336
            
            
            26,228Total
                Operating Expenses
            
            
            243,363
            
            
            1,765,044
            
            
            158,100
            
            
            937,218Loss
                From Operations
            
            
            (97,496
            )
            
            (622,388
            )
            
            (80,185
            )
            
            (316,976
            )Other
                Income (Expense)Interest
                expense
            
            
            (12,552
            )
            
            (6,434
            )
            
            (7,266
            )
            
            (3,732
            )Gain
                on release of debt
            
            
            -
            
            
            19,660
            
            
            -
            
            
            -Write
                off Investment in Subsidiary
            
            
            (721,521
            )
            
            -
            
            
            -
            
            
            -Total
                other Income (Expense)
            
            
            (734,073
            )
            
            13,226
            
            
            (7,266
            )
            
            (3,732
            )Loss
                before income taxes
            
            
            (831,569
            )
            
            (609,162
            )
            
            (87,451
            )
            
            (320,708
            )Federal
                Income Taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                (Loss)
            
            $
            (831,569
            )
            $
            (609,162
            )
            
            (87,451
            )
            $
            (320,708
            )Basic
                and Diluted(Loss)
                per Share
            
            $
            (0.06
            )
            $
            (0.04
            )
            $
            (0.01
            )
            $
            (0.02
            )Weighted
                AverageNumber
                of Shares
            
            
            13,561,100
            
            
            13,561,100
            
            
            13,561,100
            
            
            13,561,100


The
        accompanying notes are an integral part of these statements
  -5-


**XVARIANT,
        INC.**
 **Consolidated
        Statement of Stockholders' Equity/(Deficit)** (Unaudited) From
            September 1, 2000 (Inception) to March 31,
            2004


Common
                Stock
            
            Paid
                in
            
            Subscription
            
            Accumulated
            
            TotalShares
            
            Amount
            
            Capital
            
            Receivable
            
            (Deficit)
            
            Equity**Balance,
                September 30, 2001**
            
            
            21,121,100
            
            $
            21,121
            
            $
            2,439,229
            
            $
            (1,215,500
            )
            $
            (1,352,731
            )
            $
            (107,881
            )Cancellation
                of common stockin
                conjunction with officerseparation
                agreements
            
            
            (9,900,000
            )
            
            (9,900
            )
            
            9,900
            
            
            -
            
            
            -
            
            
            -Issuance
                of common stockin
                conjunction with officerseparation
                agreements
            
            
            700,000
            
            
            700
            
            
            (700
            )
            
            -
            
            
            -
            
            
            -Issuance
                of stock forasset
                purchase
            
            
            450,000
            
            
            450
            
            
            69,550
            
            
            -
            
            
            -
            
            
            70,000Expense
                incurred throughissuance
                of stock options
            
            
            -
            
            
            -
            
            
            197,302
            
            
            -
            
            
            -
            
            
            197,302Issuance
                of common stockfor
                purchase of subsidiary
            
            
            1,000,000
            
            
            1,000
            
            
            1,009,000
            
            
            -
            
            
            -
            
            
            1,010,000Issuance
                of common stockfor
                services
            
            
            190,000
            
            
            190
            
            
            237,460
            
            
            -
            
            
            -
            
            
            237,650Payment
                received oncommon
                stock subscription
            
            
            -
            
            
            -
            
            
            (47,250
            )
            
            789,960
            
            
            -
            
            
            742,710Net
                (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,460,116
            )
            
            (1,460,116
            )**Balance,
                September 30, 2002**
            
            
            13,561,100
            
            
            13,561
            
            
            3,914,491
            
            
            (425,540
            )
            
            (2,812,847
            )
            
            689,665Payment
                received oncommon
                stock subscription
            
            
            -
            
            
            -
            
            
            (12,600
            )
            
            425,540
            
            
            -
            
            
            412,940Stock
                option expense
            
            
            -
            
            
            -
            
            
            88,302
            
            
            -
            
            
            -
            
            
            88,302Net
                (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,193,025
            )
            
            (2,193,025
            )**Balance,
                September 30, 2003**
            
            
            13,561,100
            
            
            13,561
            
            
            3,990,193
            
            
            -
            
            
            (5,005,872
            )
            
            (1,002,118
            )Dissolution
                of Acquisition
            
            
            
            
            
            
            
            
            (688,400
            )
            
            
            
            
            2,019,880
            
            
            1,331,480Net
                (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (831,569
            )
            
            (831,569
            )**Balance,
                March 31, 2004**
            
            
            13,561,100
            
            $
            13,561
            
            $
            3,301,793
            
            $
            -
            
            $
            (3,817,561
            )
            $
            (502,207
            )


The
        accompanying notes are an integral part of these statements
  -6-


**XVARIANT,
        INC.**
 **Consolidated
        Statements of Cash Flows** (Unaudited)


Six
                Months EndedMarch
                31,2004
            
            2003Operating
                ActivitiesNet
                Income (Loss)
            
            $
            (831,569
            )
            $
            (609,162
            )Adjustments
                to reconcile net income (Loss):Stock
                issued for services
            
            
            -
            
            
            44,152Depreciation
            
            
            15,305
            
            
            51,480Gain
                on Forgiveness of debt
            
            
            -
            
            
            (19,660
            )Dissolution
                of Subsidiary Acquisition
            
            
            1,331,480
            
            
            -Bad
                Debt Expense
            
            
            72,489
            
            
            -Balance
                Sheet Adjustments:(Increase)
                Decrease in Accounts Receivable
            
            
            (59,605
            )
            
            6,272Increase
                (Decrease) in Accounts Payable
            
            
            (375,940
            )
            
            56,915Increase
                (Decrease) in Payable -Related Party
            
            
            (320,600
            )
            
            -Increase
                (Decrease) in Deferred Revenue
            
            
            (12,637
            )
            
            4,513Increase
                (Decrease) in Accrued Liabilities
            
            
            (303,040
            )
            
            -Increase
                (Decrease) in Capital Leases
            
            
            (3,164
            )
            
            -Net
                Cash (Used) by Operating Activities
            
            
            (487,281
            )
            
            (465,490
            )Investing
                ActivitiesDisposal/(Purchase)
                of Equipment
            
            
            16,302
            
            
            (9,645
            )Cash
                (used) in Investing Activities
            
            
            14,116
            
            
            (9,645
            )Financing
                ActivitiesProceeds/(Repayment)
                Notes -Related Parties
            
            
            523,920
            
            
            76,470Increase/(Decrease)
                in Cash Overdraft
            
            
            (42,494
            )
            
            82,931Proceeds
                from Sale of Common Stock
            
            
            -
            
            
            316,810Cash
                provided by financing
            
            
            481,426
            
            
            476,211Net
                Increase (Decrease) in Cash
            
            
            8,261
            
            
            1,076Cash,
                Beginning of Period
            
            
            1,136
            
            
            5,127Cash,
                End of Period
            
            $
            9,397
            
            $
            6,203Supplemental
                InformationTaxes
            
            $
            2,547
            
            $
            -Interest
            
            $
            12,552
            
            $
            730


The
        accompanying notes are an integral part of these statements
  -7-


XVARIANT,
      INC. AND SUBSIDIARIES


Notes
      to
      the Unaudited Consolidated Financial Statements


March
      31,
      2004 and September 30, 2003





NOTE
      1 -
      BASIS OF FINANCIAL STATEMENT PRESENTATION





The
      accompanying unaudited consolidated financial statements have been prepared
      by
      the Company pursuant to the rules and regulations of the Securities and Exchange
      Commission. Certain information and footnote disclosures normally included
      in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted in
      accordance with such rules and regulations. The information furnished in the
      interim consolidated financial statements include normal recurring adjustments
      and reflect all adjustments, which, in the opinion of management, are necessary
      for a fair presentation of such consolidated financial statements. Although
      management believes the disclosures and information presented are adequate
      to
      make the information not misleading, it is suggested that these interim
      consolidated financial statements be read in conjunction with the Company's
      most
      recent audited consolidated financial statements and notes thereto included
      in
      its September 30, 2003 Annual Report on Form 10-KSB. Operating results for
      the
      six months ended March 31, 2004 are not necessarily indicative of the results
      that may be expected for the year ending September 30, 2004.





NOTE
      2 -
      GOING CONCERN





The
      Company's consolidated 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. The Company has not yet established an ongoing source of revenues
      sufficient to cover its operating costs and allow it to continue as a going
      concern. The ability of the Company to continue as a going concern is dependent
      on the Company obtaining adequate capital to fund operating losses until it
      becomes profitable. If the Company is unable to obtain adequate capital, it
      could be forced to cease operations.





In
      order
      to continue as a going concern, develop a reliable source of revenues, and
      achieve a profitable level of operations the Company will need, among other
      things, additional capital resources. Management's plans to continue as a going
      concern include raising additional capital through generation of operating
      revenues selling equity or securing loans. However, management cannot provide
      any assurances that the Company will be successful in accomplishing any of
      its
      plans.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plans described in the preceding
      paragraph and eventually secure other sources of financing and attain profitable
      operations. The accompanying consolidated financial statements do not include
      any adjustments that might be necessary if the Company is unable to continue
      as
      a going concern.





NOTE
      3 —
DISSOLVED ACQUISITION OF Subsidiary





During
      December 2003 the Company was unable to reach an accord with owners of 360House
      and dissolved its acquisition resulting in the following equity
      adjustments:




Paid
                  in Capital
              
              $
              688,400Accumulated
                  Deficit
              
              
              2,019,880Impact
                  on Equity
              
              $
              1,331,480




NOTE
      4 —
BASIS LOSS PER SHARE





Basic
      loss per share is calculated by dividing net loss available to common
      shareholders by the weighted-average number of common shares outstanding during
      each period. Diluted loss per share is similarly calculated, except that the
      weighted-average number of common shares outstanding includes common shares
      that
      may be issued subject to existing rights with dilutive potential. All common
      shares with dilutive potential described in Note 5 are not included in the
      computation of diluted loss per share for periods of net loss because to do
      so
      would be anti-dilutive.





-8-





NOTE
      5 -
      STOCK OPTIONS AND WARRANTS





During
      November 2001, the Company approved a stock option plan authorizing the Company
      grant up to a maximum of 2,500,000 shares of qualified and nonqualified options
      to employees, officers, directors, and others.





During
      November 2001, the Company granted stock options to its president to purchase
      up
      to 500,000 shares of common stock at $1.09 per share. The options vest one
      third
      upon grant, one third one year from the date of grant, and one third two years
      from the date of grant, contingent upon the president remaining an officer
      for
      such time. In addition, the Company granted options to purchase 100,000 shares
      of common stock to an outside consultant at $1.09 per share which vest upon
      grant. None of the contingent requirements were meet, accordingly, no related
      options are exercisable.





In
      conjunction with an asset purchase agreement entered into in November 2001,
      the
      Company granted to an unrelated entity a warrant to purchase up to 600,000
      shares of common stock at an exercise price of $2.00 per share, exercisable
      at
      any time prior to November 21, 2011 based on achieving certain gross revenue
      thresholds. None of the gross revenue thresholds were achieved and, accordingly,
      no related warrants are exercisable.





During
      February 2002, the Company granted stock options to an employee of the Company
      to purchase up to 2,000,000 shares of common stock at $1.08 per share. The
      options vest based on the performance of the Company and the time the employee
      remains employed by the Company. At September 30, 2002, no options had vested
      under this agreement. None of the performance requirements were meet,
      accordingly, no related options are exercisable.





In
      addition, the Company granted options to purchase 500,000 shares of common
      stock
      to an outside consultant at $0.65 per share which vest one third upon grant,
      one
      third one year from the date of grant and one third two years from date of
      grant, contingent upon the consultant continuing to provide services during
      the
      vesting periods. None of the performance requirements were meet, accordingly,
      no
      related options are exercisable.




During
      March 2002, the Company granted stock options to employees of the Company to
      purchase up to a total of 165,000 shares of common stock at $1.08 per share.
      The
      options vest one third upon grant, one third one year from the date of grant,
      and one third two years from the date of grant, contingent upon the employees
      remaining employees of the Company for such time. None of the performance
      requirements were meet, accordingly, no related options are
      exercisable.





As
      of the
      issue date of these statements none of the contingent requirements related
      to
      the above warrants and options were met. Accordingly, the Company has treated
      these both options and warrants having been cancelled and no longer
      outstanding.




NOTE
      6
      SUBSEQUENT EVENTS





As
      of
      October 24, 2006 none of the criteria upon which execution of outstanding
      warrants and options were met. Accordingly, all warrants and options have been
      cancelled.




-9-




During
      August 2006 the shareholders approved and on August 24, 2006, the Company
      increased its authorized capital stock from 50,000,000 to 250,000,000 common
      shares with a par value of $0.001 per share.





On
      August
      28, 2006 the company filed a Certificate of Amendment with the Secretary of
      State of Nevada changing its name from Xvariant, Inc. to China Ethanol
      Corporation.





On
      September 29, 2006 the Company executed an agreement to acquire all of the
      issued and outstanding capital stock and underlying business and holdings of
      Easy Groups Limited through issuing 42,527,000 common shares. This transaction
      results in a change of control. The Company has changed its name from China
      Ethanol Corporation to Easy Groups Limited.





**ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS OR PLAN OF OPERATION**





Forward-Looking
      Information





This
      report on Form 10-QSB includes "forward-looking statements" within the meaning
      of Section 27A of the Securities Act of 1933, and Section 21E of the Securities
      Exchange Act of 1934. These forward-looking statements may relate to such
      matters as anticipated financial performance, future revenues or earnings,
      business prospects, projected ventures, new products and services, anticipated
      market performance and similar matters. When used in this report, the words
      "may," "will," expect," anticipate," "continue," "estimate," "project,"
      "intend," and similar expressions are intended to identify forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933
      and
      Section 21E of the Securities Exchange Act of 1934 regarding events, conditions,
      and financial trends that may affect the Company's future plans of operations,
      business strategy, operating results, and financial position. The Private
      Securities Litigation Reform Act of 1995 provides a safe harbor for
      forward-looking statements. To comply with the terms of the safe harbor, we
      caution readers that a variety of factors could cause our actual results to
      differ materially from the anticipated results or other matters expressed in
      forward-looking statements. These risks and uncertainties, many of which are
      beyond our control, include (i) the sufficiency of existing capital resources
      and the Company's ability to raise additional capital to fund cash requirements
      for future operations; (ii) uncertainties involved in the rate of growth of
      the
      Company's business and acceptance of the Company's products and services; (iii)
      volatility of the stock market, particularly within the technology sector;
      and
      (iv) general economic conditions. Although the Company believes the expectations
      reflected in these forward-looking statements are reasonable, such expectations
      may prove to be incorrect.





*History*





Easy
      Groups Limited, formerly Xvariant, Inc. (the "Company") was organized on October
      24, 1996, under the laws of the State of Nevada, as "Almost Country Productions,
      Inc.," for the purpose of producing and marketing music. In approximately March
      1997, the Company sold 100,000 shares of its common stock at $.30 per share
      in
      an offering pursuant to Rule 504 and Section 3(b) of the Securities Act of
      1933.
      In November, 2000 the Company discontinued its music production business and
      actively sought new business opportunities.





On
      March
      15, 2001, the Company completed the acquisition of Real Estate Federation,
      Inc.
      ("REF"), pursuant to a Stock Purchase Agreement (the "Agreement") between the
      Company and the shareholders of REF. (See "Acquisition of REF"
      below).





The
      Company changed its name to "Xvariant, Inc.," in August, 2001.





In
      January, 2002, the Company completed the acquisition of 360House.com, Inc.,
      a
      Utah corporation ("360House"), pursuant to a Stock Exchange Agreement (the
      "Exchange Agreement") among the Company, 360House, and the shareholders of
      360House. (See "Acquisition of 360House" below).




-10-




The
      Company changed its name to “China Ethanol Corporation” in August
      2006.





In
      September 2006, the Company completed the acquisition of Easy Groups Limited,
      a
      Hong Kong corporation (“Easy Groups”), pursuant to an Exchange Agreement among
      the Company and Easy Groups (See “Acquisition of Easy Groups”
below).





The
      Company changed its name to “Easy Groups Limited” in November 2006.





*Acquisition
      of REF*





The
      Company acquired REF as a wholly owned subsidiary by issuing 20,500,000 shares
      of the Company's authorized common stock, 20,000,000 of which were issued to
      the
      shareholders of REF in exchange for their interests in REF, and 500,000 of
      which
      were issued as a fee to one of the Company's shareholders. The newly issued
      shares aggregated approximately 97% of the then issued and outstanding shares
      of
      the Company, and resulted in a change in control of the Company. At the closing
      of the acquisition, REF had no liabilities other than ordinary overhead
      expenditures, a real estate lease obligation, employment agreements with the
      three founders of REF, and a consulting agreement with another shareholder
      of
      REF. REF had no significant assets other than its intellectual property,
      copyrights, and computers used to deliver its service. It did, however, have
      a
      subscription agreement with one of its shareholders to provide up to $2,500,000
      in capital funding over the next one-year period. To date, the full capital
      commitment has been received and utilized to pursue Company business
      operations.





On
      or
      about October 12, 2001, 5,500,000 shares were cancelled in connection with
      Separation Agreements entered into by two of the founders, Messrs. Craig and
      Knapp. Messrs. Craig and Knapp were each reissued 100,000 shares of restricted
      common stock, and were paid $12,500 and $17,500, respectively, as reimbursement
      for all accrued salary, benefits and expenses. On or about July 12, 2002, Mr.
      Thomas Wright, a founder, agreed to cancel 4,400,000 shares owned by him
      pursuant to an employment arrangement of that date. Mr. Wright was paid a total
      of $12,500 as reimbursement for all accrued salary, benefits and expenses.
      A
      total of 500,000 shares of common stock was reissued to Mr. Wright.





*Acquisition
      of Bid Trac*





In
      November, 2001, the Company issued 450,000 shares of restricted common stock
      to
      Bid Trac, Inc. ("Bid Trac"), for the acquisition of certain assets and software
      that allowed the Company to provide an additional on-line service to its
      customers, and six contracts with customers subscribing to the service. In
      addition, the Company granted to Bid Trac, a warrant to purchase up to 600,000
      shares of common stock at an exercise price of $2.00 per share, exercisable
      at
      any time prior to November 21, 2011. The warrant provides that, in the event
      gross revenue derived from the Bid Trac service contracts was less than $200,000
      for the twelve months following the acquisition, only 300,000 shares could
      be
      purchased by Bid Trac, and if gross revenue was less than $100,000 for such
      twelve month period, then the warrant terminated and no shares could be
      purchased. Gross revenue from the Bid Trac contracts aggregated less than
      $100,000 for the initial twelve months following the acquisition.





*Acquisition
      of 360House*





In
      January, 2002, the Company completed the acquisition of 360House.com, Inc.,
      a
      Utah corporation ("360House"), under the terms of a Stock Exchange Agreement
      (the "Exchange Agreement") among the Company, 360House, and the shareholders
      of
      360House.





The
      Company acquired 360House as a wholly-owned subsidiary by initially issuing
      1,000,000 shares of the Company's authorized common stock to the shareholders
      of
      360House in exchange for all of the outstanding stock of 360House. In addition,
      the Exchange Agreement provides for the issuance of additional shares of the
      Company's common stock based on the performance of 360House. The Company has
      agreed to issue stock, including the 1,000,000 shares issued upon execution
      of
      the Agreement, at a price equal to either (a) a value equal to six times
      360House's earnings before interest, taxes, depreciation and amortization
      ("EBITDA") in the twelve month period ending December 31, 2003 ("Earnout
      Shares"); or (b) the value defined by a valuation consultant agreed to by the
      parties (the "Earnout"). Either party may demand an independent valuation,
      and
      the party making such demand must bear the cost. The value of the Company's
      common stock for purposes of the Earnout, shall be calculated based on the
      average closing price of the stock for the 30 trading days prior to December
      31,
      2003.




-11-




At
      the
      closing of the acquisition, 360House had no significant tangible assets except
      computers, office furniture and equipment, and general files for its three
      employees. It had what it believed was, however, significant and valuable
      intellectual property, including, trademarks and internally developed software
      and web technology. 360House had no liabilities other than ordinary overhead
      expenditures, and employment agreements with Glade Jones, the President of
      360House, and Andy Evans, the founder and Chief Technical Officer of 360House.
      Although the employment agreements are obligations of 360House, the Company
      assumed the obligations to ensure that the salaries were paid for the six months
      following the acquisition to the extent that 360House did not have the cash
      flow
      to satisfy the salary obligations. Additionally, the Company had the obligation,
      for a period of six months from the acquisition, to ensure that 360House
      operating expenses were paid to the extent there was a cash shortfall in
      360House in meeting such expenses, which condition has been
      satisfied.





The
      Exchange Agreement contained an option allowing the shareholders of 360House
      to
      unwind the transaction in certain events. In the event the shareholders of
      360House did not want to accept the Earnout Shares at December 31, 2003, they
      could surrender all of their shares in the Company and all of the issued and
      outstanding common stock of 360House shall be returned to the shareholders
      of
      360House. In such event, however, the Company had the option to retain the
      360House shares and pay the value calculated at December 31, 2003 to the
      360House shareholders in cash. Neither of the alternatives were acceptable
      to
      either the Company or the shareholders. The Company and the shareholders
      prepared settlement documents reflecting a position somewhere in between the
      two
      positions outlined in the Exchange Agreement, and the acquisition was
      unwound.





*Acquisition
      of Easy Groups Limited*





Pursuant
      to an Exchange Agreement (the "Agreement") effective September 29, 2006, and
      its
      contemplated transaction that closed October 1, 2006, (the "Closing"), the
      Registrant acquired all of the issued and outstanding capital stock and
      underlying business of Easy Groups Limited and all related companies, including
      but not limited to Easy Dynamic Advertising (Exterior Walls) Limited (herein
      referred to as “Easy Groups”) which is an outdoor advertising company (the
      "Business") in exchange for Forty Two Million Five Hundred Twenty-Seven Thousand
      (42,527,000) shares of common stock of the Registrant, which includes shares
      issued to third party consultants as a material part of this transaction in
      consideration of services rendered. As a result, the shareholders and affiliates
      of Easy Groups (collectively, the “Easy Groups Shareholders”) gained control of
      the Registrant.





Prior
      to
      the Agreement, the Registrant had 13,561,000 shares of common stock issued
      and
      outstanding. Upon the Closing of the transaction, the Registrant had 56,088,000
      shares of common stock outstanding.


(See
      the
      Form 8-K filed with the Commission on November 3, 2006 *.* )





*Business
      of Company*





*Background*





Technology
      allows home buyers and sellers to review property listings that interest them
      through the Internet instead of relying on multiple listing services' printed
      materials that were previously only available to agents. Internet listings
      generally appear only on each individual real estate company's web sites or
      on
      the site of an aggregator of real estate listings. A potential buyer or seller
      must peruse all of the major companies' sites to locate a majority of the
      available product. A real estate brokerage company may spend a significant
      amount of marketing resources to drive people to its Internet site only to
      have
      the prospect visit the site and quickly move on leaving no trace of the
      prospect. Additionally, a prospect may visit the site of an aggregator and
      see a
      listing by a company, but have no direct contact with the real estate agent
      who
      has helped the prospect get to that point.




-12-




The
      Company has developed the technology and Internet search engines that allow
      a
      real estate company to overcome the shortfalls of existing technology and still
      take advantage of the public's desire to have ready access to information.
      The
      Company search engines unify the listings of independent brokerage firms
      enabling prospective buyers to view listings from many brokerage
      firms.





In
      addition, and probably more important to real estate brokerage companies, the
      Company's products are designed to capture data about the prospect and store
      it
      for follow up by the Company's agents. Management believes the existence of
      qualified leads means more contact with interested and qualified buyers for
      the
      agents, which in turn generates more sales commissions. Both the agents and
      the
      brokerage company benefit from this collection of information.





The
      collection of information for lead generation allows a brokerage company to
      allocate marketing resources to drive people to their site secure in the
      knowledge that a visit by a serious buyer will result in valuable information
      being captured. The Company's products allow its broker customers to increase
      the effectiveness of the leads generated by visits to their web sites through
      capturing valuable information about the prospective buyer and giving the agents
      qualified leads the agent would not otherwise have had.





*Services*





The
      Company provides Internet-delivered lead generation, lead qualification, and
      digital imaging services primarily to the real estate industry and in the last
      year has rebranded the services acquired from its acquisitions to provide a
      unified suite of products for brokers and agents. The Company is marketing
      its
      lead generation services as "LeadMaxx" and its digital imaging services as
      "TourMaxx".





LeadMaxx
      services include the following components:





a.
      "Plug
      in" IDX/VOX search engine customized to meet the needs and desires of customer
      brokerage firms. Real estate companies can choose as little or as much as they
      desire to increase lead generation results.





b.
      LeadMaxx has a comprehensive, integrated backend that helps to manage internet
      leads generated by using LeadMaxx and also can be used as a front desk to manage
      other leads the broker generates. The backend has statistical reporting to
      show
      how many views each property gets from the broker's web site and how many e-mail
      updates are sent to potential buyers and tracks agent performance in converting
      leads to appointments, showings and closings.





c.
      LeadMaxx offers lead qualification services through both e-mail contact and
      call
      center personal contact with potential buyers, to ensure the highest percentage
      of lead conversion.





d.
      LeadMaxx customizes each potential property buyer's experience to the broker's
      Internet site by providing a personalized web page to store favorite properties.
      This allows a potential customer browsing the Internet to schedule appointments
      to see properties while they are online, and the program will send automatic,
      custom e-mail updates of new listings that come with the brokerage firm's
      branding every morning to the potential customers' e-mail
      addresses.





e.
      LeadMaxx personnel can also design and build, and the Company hosts and
      maintains comprehensive, sophisticated, functional, service-oriented productive
      web sites for its customers.





In
      an
      attempt to reduce overhead and costs of the LeadMAXX infrastructure, the Company
      entered into a reseller agreement with Lantrax, Inc., a New York corporation
      ("Lantrax") in September 2003, wherein Lantrax will market and sell the LeadMaxx
      product to its existing customers and new customers, including the maintenance
      of the Company's servers used to deliver LeadMaxx products. This agreement
      will
      remove overhead previously expended to sell LeadMaxx products and the
      maintenance of its servers. The financial impact of this agreement will be
      realized in 2004. LeadMaxx, however, will retain the responsibility of providing
      lead qualification for all existing LeadMaxx customers that subscribe to receive
      those services from its call center.




-13-




TourMaxx
      services include the following components:





a.
      The
      TourMaxx principal service includes a photography service that presents a
      virtual tour of a real estate listing to better display a listed home for
      potential buyers. The virtual tour consists of 360 degree views of as many
      rooms
      of a house as the agent or broker desires to feature. The photos of the rooms
      must be shot with a 360 degree lens and then "unwrapped" with special software.
      The Company has developed and trained a network of independent photographers
      to
      take the photos in all those areas where they have contracted with real estate
      companies to provide the service. Because the photography methods are taught
      by
      360house trainers, it does not require that the Company find professionals
      to
      take the pictures. The Company has found that it has been relatively easy to
      locate independent contractors to provide this service. The Company currently
      has a data base of over 300 photographers serving this function and does not
      foresee any significant difficulty in locating sufficient photographers in
      any
      area to service their needs. As virtual tours become more in demand nationwide,
      the Company expects the market for virtual tours to grow rapidly.





b.
      TourMaxx also provides digital still photography of the exterior and interior
      of
      any home and presents it on the Internet. Management believes website
      presentation and high-resolution copies of photos taken make this an attractive
      and cost effective substitute when a virtual tour is not available. These still
      tours can be done on a self service basis. Agents can take their own photos
      and
      upload them onto their website using the Company interface. The Company also
      has
      a training cd-rom that explains the entire process from start to finish with
      detailed explanations and informative videos. The Company has discovered,
      however, that its customers have gravitated towards full service solutions
      as
      opposed to a smaller percentage which utilize the self service
      solution.





c.
      TourMaxx allows an agent or brokerage to print advertisement flyers with all
      of
      the listing information and photos of the house and its rooms directly from
      the
      client's website. With today's sophisticated color printers the resulting
      product looks professionally printed at a fraction of the cost.





d.
      TourMaxx services also include detailed statistical information concerning
      the
      number of website visits by potential purchasers to the individual listings
      and
      helps to gauge the effectiveness of the virtual tours and many other features
      to
      make an agent more successful in selling their product.





e.
      TourMaxx can communicate with buyers using automated surveys to improve customer
      satisfaction. Tour data is displayed at company, employee, vendor/sub or
      customer level and is displayed in an easy to read chart, graph and text
      format.





f.
      TourMaxx also includes a service to highlight community amenities, facilities,
      vacant lots and available housing inventory for a subdivision developer to
      allow
      the potential buyers to become acquainted with the area in which they intend
      to
      live.





TourMaxx
      virtual tour services have been customized to provide a similar service for
      the
      construction industry, under the name "PhotoPhase." With Company software a
      builder can create an interactive photo scrapbook of the construction process.
      The photos can be taken by the Company photographers or by the builder at
      various stages of the construction and then the photos are uploaded to a web
      page to allow the builder to communicate with his potential "spec" purchaser
      or
      custom purchaser. This service comes with an automatic survey module that lets
      the builder know the reaction of potential customers throughout the build
      process. The Company has entered into contracts with some of the largest home
      builders in the United States, and will further pursue this part of the real
      estate industry during 2004.





The
      Company generates its revenue by charging fees for its services. The Company
      charges a brokerage company or an individual agent a flat fee for each real
      estate listing that employs a virtual tour, which fee ranges from $79 to $500
      per tour, depending on volume and other factors. The Company also charges for
      other service transactions. The Company will enter into longer term contracts
      with real estate brokerages to provide the TourMaxx services. The contracts
      are
      generally for one to two years. Fees for the LeadMaxx


services
      are a monthly service fee ranging from $500 to $5,000 based on the number of
      real estate offices being served by the Company and the level of service being
      performed. The fees generated from these services are then shared with Lantrax
      according to the following schedule: implementation fees: Company
      receives 5%; current customer monthly fees: Company receives 25%; new customer
      monthly fees: Company receives 10%; and lead qualification: Company receives
      90%. Similarly, the LeadMaxx customer contracts are for periods ranging from
      one
      to two years. The Company may also charge a per lead fee of $3 to $5 for each
      lead qualified by the Company customer service personnel if the customer chooses
      to employ that service.




-14-




In
      the
      fiscal year ended September 30, 2003, approximately 90% of the revenue derived
      by the Company was from providing the TourMaxx services and 10% was derived
      from
      LeadMaxx services.





To
      date,
      the Company has marketed its services to the real estate industry primarily
      through personal contact with larger brokerage companies. The Company has
      attended major real estate trade shows since its inception as an exhibitor.
      The
      service introduction has been well received and resulted in numerous contacts
      with real estate brokerages with which the





Company
      has been actively attempting to enter into service agreements. In addition,
      marketing literature has been selectively mailed to the largest brokerage
      companies throughout the United States. Combined, these sales efforts have
      resulted in 12 real estate brokerages in different states signing contracts
      to
      receive the LeadMaxx services which have been implemented by the Company. Some
      of the largest brokerage companies in the country have entered into contracts
      with the Company for the TourMaxx services. The Company provided an average
      of
      almost 2500 virtual tours per month in the 2003 fiscal year, which is an
      increase of over 800 tours per month over the previous year.





The
      Company also provides web design, web development, and supporting web services
      to clients and prospective customers, and generates additional income for the
      services it provides.





*Plan
      of Operation*





The
      Company continues to target the real estate brokerage firms in the United
      States, and to actively undertake efforts to sell the Company's products and
      services to such firms, as a means of attempting to secure a larger share of
      the
      market in selected real estate markets in the United States. The Company will
      undertake active efforts to enter into contracts with the larger real estate
      brokers in each of these market areas.





The
      Company's plan of operation will depend on its ability to raise substantial
      additional capital, of which there can be no assurance. The Company is a party
      to subscription agreements for the sale of its restricted common stock totaling
      $1,000,000. However, as of September 30, 2003, no shares have been issued by
      Company. Since December 31, 2003, the Company has received approximately
      $100,000 under the subscription agreements, but the funding source is under
      no
      obligation to continue making capital investments in the Company. The Company
      has used, and will continue to use, these funds to pay general and
      administrative expenses, and to develop its marketing plan, which includes
      participation in trade shows and direct marketing as well as traveling to meet
      one-on-one with real estate brokers. Although additional funding may be
      terminated at any time, the Company currently believes that funding will
      continue until the subscription agreement is completed. At the time that the
      funding is completed, if the Company has not achieved a breakeven status, the
      Company will begin a program of cost reduction and seek additional investment
      capital to cover any cost shortfall. It is anticipated that cost reductions
      and
      additional investment, if received, will cover the Company's working capital
      needs over the next twelve months.





The
      ability of the Company's technology and the Web presentation to capture valuable
      information concerning house buying prospects is proving valuable. The Company
      has added customer service representatives who are charged with the
      responsibility of contacting all those people visiting a client web site and
      qualifying the prospect's present intent to engage in a real estate transaction.
      If the prospect is deemed to be an "imminent" prospect, the brokerage is
      contacted and given the "hot" lead to be presented to
      an
      agent for follow up. This service of qualifying prospect leads and presenting
      to
      a customer is currently being sold by the Company. The Company is charging
      its
      clients a monthly recurring service fee. To date, there are 12 brokerage
      customers that have engaged the Company to provide the lead generation services,
      which generate approximately $24,000 per month in service revenue.




-15-




The
      Company's main focus is on growing TourMaxx and its accompanying virtual tours,
      while also making efficient the lead qualification service of LeadMaxx.
      Currently, many of the sales presentations made by the Company consist of the
      bundled services of the LeadMaxx and TourMaxx services. Revenue from the
      TourMaxx services constituted approximately 90% of the total revenue of the
      Company for the year ended September 30, 2003. The Company intends to continue
      to search for complementary services to offer to its customers and, if acquired,
      they will also be included in the bundle of services offered to Company
      customers.





*Intellectual
      Property Protection*





The
      Company has developed certain Internet search engine technology it believes
      gives the Company a competitive advantage in servicing its customers. The
      Company has filed a preliminary patent application on the LeadMaxx search engine
      application, and is waiting for a response from the patent office. The Company
      is unsure of its financial ability to complete the patent process, and there
      can
      be no assurance that a patent will be issued.





The
      Company protects its trade secrets through use of confidentiality agreements
      with its employees and customers.





*Major
      Customers*





Approximately
      43% of all Company revenue for fiscal year 2003 was derived from the Company's
      largest five customers. As more customers are added to the services it is
      expected that the percentage received from those customers will be reduced
      significantly. All five of these customers are subscribers to the TourMaxx
      service.





*Competition*





The
      Company is not aware of other competitors that provide all the same services
      to
      the real estate industry as the Company. However, there are many companies
      that
      provide general Internet delivered services to the real estate industry and
      many
      companies that provide virtual tour services. The virtual tour business has
      very
      low barriers to entry, as a result of which there are numerous local and
      regional companies in the business. To the Company's knowledge, there are
      currently only three companies on a national level, one of which is the Company.
      Many of the competitive services include portions of the services the Company
      provides and are perceived by potential customers as being competitive even
      though they do not provide all of the services the Company offers. Some or
      all
      of the competitors providing such services may have greater financial resources
      than the Company.





*Employees*





The
      Company and its two subsidiaries currently employ 25 people at the Company's
      executive offices in. The Company utilizes over 250 independent contractors
      who
      provide photography services for the TourMaxx services and 92 independent sales
      agents or affiliates in various states who coordinate sales efforts in their
      areas and act as customer liaison for brokerage customers. Such affiliates
      are
      compensated based on a percentage of the revenue generated from customers they
      service.





*Government
      Regulation*





The
      Company's business activities are subject only to general governmental
      regulations.




-16-




*Results
      of Operations for the three months ended March 31, 2004 and March 31,
      2003*





Revenues.
      The Company generated $77,915 in revenue during the three months ended March
      31,
      2004. During the same three-month period in 2003, the Company generated revenue
      of $620,242. The decrease is primarily due to the unwinding of the 360House
      acquisition as 360House revenues are no longer reported as part of the Company’s
      revenue.





Operating
      Expenses. Operating expenses for the three months ended March 31, 2004 were
      $158,100 compared to $937,218 for the three months ended March 31, 2003. The
      decrease of approximately $779,118 is due primarily to the unwinding of the
      360House acquisition. The Company's sales and marketing expenses decreased
      $344,229, of which decrease all was a result of the unwinding of 360House
      General and administrative expenses decreased by $415,997, all of which decrease
      related to the unwinding of the 360House acquisition.




During
      the three months ended March 31, 2004, the Company had a net loss of $87,451
      compared to a net loss of $320,708 for the three months ended March 31, 2003.
      The decrease in net loss resulted primarily from the unwinding of the 360House
      acquisition and not reporting the results of its operations in the Company’s
      financial statements, as described above.





*Liquidity
      and Capital Resources*





As
      of
      March 31, 2004, the Company had cash of $9,397, total current assets of $92,669
      total current liabilities of $87,880 and total stockholder's equity deficit
      of
      $502,207, as compared to stockholders' equity deficit of $1,002,118 at March
      31,
      2003. Cash increased 8,261, from $1,136 on September 30, 2003.





The
      Company estimates that its monthly expenses in excess of its revenues over
      the
      next several months will be between approximately $25,000 and $50,000 per month,
      depending on the level of activity of the Company and assuming no decrease
      in
      operating expenses. While the Company anticipates that its negative cash flow
      may diminish somewhat as, and to the extent, the Company continues to generate
      increased cash flow from operations, the Company will continue to have the
      need
      for infusions of capital over at least the next several months. To date, the
      Company has met its working capital needs through payments received from the
      sales of its common stock and from loan proceeds from private. There can be
      no
      assurance that the Company will continue to receive loans or equity
      contributions if the Company does not demonstrate increased revenues and other
      favorable operating results over the next several months. In the event payments
      were to terminate, for any reason, the Company would be in immediate need of
      another source of capital. The dilution experienced by the existing shareholders
      in the event of such additional capital infusions cannot be determined at this
      time. There can be no assurance that, in such event, the Company will be able
      to
      locate a source of capital on terms acceptable to the Company, if at
      all.





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**




As
      of the
      end of the period covered by this report, based on an evaluation of the
      Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
      and
      15(d)-15(e) under the Securities Exchange Act of 1934) the chief executive
      officer and the chief financial officer of the Company has concluded that the
      Company's disclosure controls and procedures are effective to ensure that
      information required to be disclosed by the Company in its Exchange Act reports
      is recorded, processed, summarized and reported within the applicable time
      periods specified by the SEC's rules and forms.





There
      were no significant changes in the Company's internal controls or in any other
      factors which could significantly affect those controls subsequent to the date
      of the most recent evaluation of the Company's internal controls by the Company,
      including any corrective actions with regard to any significant deficiencies
      or
      material weaknesses


-17-




**ITEM
      4. CONTROLS AND PROCEDURES.**





*Evaluation
      of Disclosure Controls and Procedures* .
      Our
      Chief Executive Officer Reed Benson, who is also serving as the Chief Financial
      Officer , performed an evaluation of our disclosure controls and procedures,
      which have been designed to permit us to effectively identify and timely
      disclose important information. They concluded that the controls and procedures
      were effective as of March 31, 2004 to provide reasonable assurance that the
      information required to be disclosed by the Company in reports it files under
      the Exchange Act is recorded, processed, summarized and reported within the
      time
      periods specified in the rules and forms of the SEC. While our disclosure
      controls and procedures provide reasonable assurance that the appropriate
      information will be available on a timely basis, this assurance is subject
      to
      limitations inherent in any control system, no matter how well it may be
      designed or administered.




*Changes
      in* *Internal
      Controls.* There
      was no change in our internal control over financial reporting during the
      quarter ended March 31, 2004, that materially affected, or is reasonably likely
      to materially affect, our internal control over financial
      reporting.




**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





We
      are
      not involved in any material pending legal proceedings at this time, and
      management is not aware of any contemplated proceeding by any governmental
      authority.





**ITEM
      1A.**  **RISK FACTORS**





The
      following factors may affect our actual operating and financial results and
      could cause results to differ materially from those in any forward-looking
      statements. There may be other factors, and new risk factors may emerge in
      the
      future. You should carefully consider the following information.





***We
      do not generate sufficient revenue to sustain
      operations.***





The
      Company’s real estate services have never generated sufficient revenues to
      sustain operations and without other sources of capital from loans or sales
      of
      equity, the Company will be forced to discontinue operations.





***We
      may be more sensitive to revenue fluctuations than other companies, which could
      result in fluctuations in the market price of our common
      stock.***





A
      substantial majority of our operating expenses such as personnel and related
      costs, depreciation and rent, are relatively fixed in the short term. As a
      result, we may not be able to quickly reduce costs in response to any decrease
      in revenue. For example, any decision by a significant client to delay or cancel
      our services may cause significant variations in operating results and could
      result in losses for the applicable quarters. Additionally, the general
      condition of the United States economy has and will continue to affect our
      business. Potential new clients may defer from switching service providers
      when
      they believe economic conditions are unfavorable. Any of these factors could
      cause our quarterly results to be lower than expectations of securities analysts
      and shareholders, which could result in a decline in the price of our common
      stock.





***We
      have a risk that payments on accounts receivable or notes receivable may be
      slower than expected, or that amounts due on receivables or notes may not be
      fully collectible.***





Professional
      services firms often experience higher average accounts receivable days
      outstanding compared to many other industries. If collections become slower,
      our
      liquidity may be adversely impacted. We monitor the aging of receivables
      regularly and make assessments of the ability of customers to pay amounts due.
      We provide for potential bad debts each month and recognize additional reserves
      against bad debts as we deem it appropriate. Notwithstanding these measures,
      our
      customers may face unexpected circumstances that adversely impact their ability
      to pay their trade receivables or note obligations to us and we may face
      unexpected losses as a result.




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***We
      are dependent on the services of our executive officers and other key employees,
      the loss of any of whom may have a material adverse effect on our business,
      financial condition and results of operations.***





Our
      success depends in large part upon the abilities and continued services of
      our
      executive officers and other key employees. In the course of business
      operations, employees may resign and seek employment elsewhere. Certain
      principal employees, however, are bound in writing to non-compete agreements
      barring competitive employment, client solicitation, and solicitation of
      employees for a period of between one and ten years following his or her
      resignation. We cannot assure you that we will be able to retain the services
      of
      our key personnel. If we cannot retain the services of key personnel, there
      could be a material adverse effect on our business, financial condition and
      results of operations. While we generally have employment agreements and
      non-competition agreements with key personnel, courts are at times reluctant
      to
      enforce such non-competition agreements. In addition, many of our executive
      officers and other key personnel are either participants in our stock option
      plan or holders of a significant amount of our common stock. We believe that
      these interests provide additional incentives for these key employees to remain
      with us. In order to support our growth, we intend to continue to effectively
      recruit, hire, train and retain additional qualified management personnel.
      Our
      inability to attract and retain necessary personnel could have a material
      adverse effect on our business, financial condition and results of operations.





***Governmental
      regulations and interpretations are subject to
      changes.***





Laws
      and
      regulations often result in changes in the amount or the type of business
      services required by businesses and individuals. We cannot be sure that future
      laws and regulations will provide the same or similar opportunities for us
      to
      provide services to businesses and individuals. Future regulatory action may
      limit or eliminate our ability to enhance revenue through all current
      compensation arrangements, and may result in a diminution of future real estate
      brokerage revenue from these sources. Accordingly, the Company’s ability to
      continue to operate may depend on our flexibility to modify our operational
      structure in response to these changes in regulations.





***We
      are subject to risks relating to processing customer transactions for our
      payroll, property tax management, and other transaction processing
      businesses.***





The
      high
      volume of client funds and data processed by us in our transaction related
      businesses entails risks for which we may be held liable if the accuracy or
      timeliness of the transactions processed is not correct. We could incur
      significant legal expense to defend any claims against us, even those claims
      without merit. While we carry insurance against these potential liabilities,
      we
      cannot be certain that circumstances surrounding such an error would be entirely
      reimbursed through insurance coverage. We believe we have controls and
      procedures in place to address our fiduciary responsibility and mitigate these
      risks. However, if we are not successful in managing these risks, our business,
      financial condition and results of operations may be harmed.





***We
      have shares eligible for future sale that could adversely affect the price
      of
      our common stock.***





Future
      sales or issuances of common stock, or the perception that sales could occur,
      could adversely affect the market price of our common stock and dilute the
      percentage ownership held by our stockholders. We have authorized 50 million
      shares, and have issued and outstanding 13,561,000 shares
      at December 31, 2003. We cannot be sure when sales by holders of our stock
      will
      occur, how many shares will be sold or the effect that sales may have on the
      market price of our common stock.





***We
      are reliant on information processing systems.***





Our
      ability to provide business services depends on our capacity to store, retrieve,
      process and manage significant databases, and expand and upgrade periodically
      our information processing capabilities. Interruption or loss of our information
      processing capabilities through loss of stored data, breakdown or malfunctioning
      of computer equipment and software systems, telecommunications failure, or
      damage caused by fire, tornadoes, lightning, electrical power outage, or other
      disruption could have a material adverse effect on our business, financial
      condition and results of operations. Although we have disaster recovery
      procedures in place and insurance to protect against such contingencies, we
      cannot be sure that insurance or these services will continue to be available
      at
      reasonable prices, cover all our losses or compensate us for the possible loss
      of clients occurring during any period that we are unable to provide business
      services.




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***We
      may not be able to acquire and finance additional businesses which may limit
      our
      ability to pursue our business strategy.***





The
      Company acquired REF, Inc., 360House.com and Easy Groups Limited. It is our
      intention to selectively acquire businesses that are complementary in building
      out our service offerings in our target markets. However, we cannot be certain
      that we will be able to continue identifying appropriate acquisition candidates
      and acquire them on satisfactory terms. We cannot assure you that such
      acquisitions, even if completed, will perform as expected or will contribute
      significant synergies, revenues or profits. In addition, we may also face
      increased competition for acquisition opportunities, which may inhibit our
      ability to complete transactions on terms that are favorable to us. There are
      certain provisions under our credit facility that may limit our ability to
      acquire additional businesses. In the event that we are not in compliance with
      certain covenants as specified in our credit facility, we could be restricted
      from making acquisitions, restricted from borrowing funds from our credit
      facility for other uses, or required to pay down the outstanding balance on
      the
      line of credit. However, management believes that funds available under the
      credit facility, along with cash generated from operations, will be sufficient
      to meet our liquidity needs, including planned acquisition activity in the
      foreseeable future. To the extent we are unable to find suitable acquisition
      candidates, an important component of our growth strategy may not be realized.





***The
      business services industry is competitive and fragmented. If we are unable
      to
      compete effectively, our business, financial condition and results of operations
      may be harmed.***





We
      face
      competition from a number of sources in both the real-estate services industry.
      Competition has led to consolidation. Many of our competitors are large
      companies that may have greater financial, technical, marketing and other
      resources than us. In addition to these large companies, we face competition
      in
      the real-estate services industry from in-house employee services departments,
      local business services companies and independent consultants, as well as from
      new entrants into our markets. We cannot assure you that, as our industry
      continues to evolve, additional competitors will not enter the industry or
      that
      our clients will not choose to conduct more of their business services
      internally or through alternative business services providers. Although we
      intend to monitor industry trends and respond accordingly, we cannot assure
      you
      that we will be able to anticipate and successfully respond to such trends
      in a
      timely manner. We cannot be certain that we will be able to compete successfully
      against current and future competitors, or that competitive pressure will not
      have a material adverse effect on our business, financial condition and results
      of operations.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





None





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None




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





None


-20-


**ITEM
      5. OTHER INFORMATION**





This
      Form
      10-QSB filing is being filed in the name of Xvariant, Inc. On August 28, 2006,
      Xvariant, Inc. changed its name to China Ethanol Corporation. On November 17,
      2006, China Ethanol Corporation changed its name to Easy Groups Limited and
      obtained a new symbol which is ESYL, which is reflected in the Form 8-K filed
      on
      December 14, 2006.




**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





(a)
      Exhibits




**INDEX
      TO EXHIBITS**


**OF**


**XVARIANT,
      INC.**





31.1
            Rule
                13a-14 (a)/15d-14 (a) Certification of Chief Executive
                Officer.31.2
            Rule
                13a-14 (a)/15d-14 (a) Certification of Chief Financial
                Officer.32
            Section
                1350 Certifications.





(b)
      None.




-21-




**SIGNATURES**





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




**XVARIANT,
                INC.**
              (Registrant)Date: January
              2, 2007
            By:
            /s/ Reed
              BensonReed
              Benson, President


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