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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-51163

EUOKO GROUP, INC.(Exact
name of registrant as specified in its charter)

|Nevada                                                               | 98-0547993                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|                                                                     |                                     
|67 Mowat Avenue, Suite 535 Toronto, Ontario, Canada                  | M6K 3E3                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrant's telephone number, including area code: (416)
657.3456

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001
  (Title of class)

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

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

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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 last 90 days.Yes[ x ] No[ ]

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition 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 [ x ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes[ ] No[ x ]

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on October 23, 2008 was $10,278,450 based on a
$0.45 closing price for the Common Stock on October 23, 2008. For purposes of
this computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrants
  classes of common stock as of the latest practicable date.

35,100,000 as of October 24, 2008

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

|Item
      1.     | Business                                                                                                                 | 4 
|----------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|Item
      1A.    | Risk
      Factors                                                                                                       | 16
|Item
      1B.    | Unresolved
      Staff Comments                                                                                          | 19
|Item
      2.     | Properties                                                                                                               | 19
|Item
      3.     | Legal
      Proceedings                                                                                                  | 19
|Item
      4.     | Submission
      of Matters to a Vote of Security Holders                                                                | 19
|Item
      5.     | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 19
|Item
      6.     | Selected
      Financial Data                                                                                            | 20
|Item
      7.     | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 21
|Item
      7A.    | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 25
|Item
      8.     | Financial
      Statements and Supplementary Data                                                                        | 25
|Item
      9.     | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 28
|Item
      9A(T). | Controls
      and Procedures                                                                                            | 28
|Item
      9B.    | Other
      Information                                                                                                  | 29
|Item
      10.    | Directors,
      Executive Officers and Corporate Governance                                                             | 29
|Item
      11.    | Executive
      Compensation                                                                                             | 32
|Item
      12.    | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 34
|Item
      13.    | Certain
      Relationships and Related Transactions, and Director Independence                                          | 36
|Item
      14.    | Principal
      Accounting Fees and Services                                                                             | 37
|Item
      15.    | Exhibits,
      Financial Statement Schedules                                                                            | 37

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PART I

Item 1. Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys 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 these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our, and
Euoko mean Euoko Group, Inc. and our wholly-owned subsidiaries Euoko Inc.,
Hewitt-Vevey Pharma Sciences Inc. and Vita Equity Inc., unless the context
clearly requires or states otherwise.

Corporate Overview

The address of our principal executive office is 67 Mowat
Avenue, Suite 535, Toronto, Ontario, Canada, M6K 3E3. Our telephone number is
(416) 657-3456.

Our common stock is quoted on the OTC Bulletin Board under the
symbol EUOK.

Corporate History

We were incorporated in the State of Nevada on July 25, 2000,
with an authorized capital of 50,000,000 common shares with a par value of
$0.001.

Our common shares were quoted for trading on the NASDAQs
Over-the-Counter Bulletin Board on January 30, 2006, under the symbol "VEQI".

On March 16, 2007, our board of directors approved a 2.6 for
one (1) forward stock split of our authorized, issued and outstanding shares of
common stock. The forward stock split was effective with the Secretary of State
of Nevada on March 22, 2007. As a result, our authorized capital increased from
50,000,000 shares of common stock with a par value of $0.001 to 130,000,000
shares of common stock with a par value of $0.001. Our issued and outstanding
share capital increased from 13,220,000 to 34,372,000 shares of common stock.
The forward stock split became effective with the Over-the-Counter Bulletin
Board at the opening for trading on March 22, 2007 under the stock symbol
VIEQ.

On May 24, 2007, we changed our name to Euoko, Inc. pursuant
to a merger with our wholly-owned subsidiary Euoko Inc., which had been
incorporated only for the purposes of the name change. Our change of name became
effective with the Over-the-Counter Bulletin Board at opening for trading on May
25, 2007 under the new stock symbol EUKO.

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On May 31, 2007, a majority of our shareholders approved the
amendment of our Articles of Incorporation to include a new class of shares. Our
shareholders approved the creation of 100,000,000 preferred shares with a par
value of $0.001. In addition, shareholders gave our directors the right to fix
the designations, rights, preferences or other variations of each class or
series within each class of capital stock of our company. The creation of the
new preferred shares was effective with the Nevada Secretary of State on June
22, 2007.

As a result of the creation of the preferred shares, our
authorized capital now consists of 130,000,000 shares of common stock with a par
value of $0.001 and 100,000,000 preferred shares with a par value of $0.001.

On April 5, 2007, we entered into a letter agreement with
Brandon C. Truaxe, Julio Torres and CMMG Finance Inc. to acquire all of the
issued and outstanding shares of Euoko Inc., a company located in Toronto,
Ontario, engaged in the business of the development, marketing and distribution
of luxury skin treatments.

On July 23, 2007, we entered into an amended and restated share
exchange agreement with Brandon C. Truaxe, Julio Torres and CMMG Finance Inc.
which amended and restated the agreement entered into on April 5, 2007.

On January 10, 2008, with the approval of our board of
directors, we changed our name to Euoko Group Inc. pursuant to a merger with our
wholly-owned subsidiary Euoko Group Inc., which had been incorporated soley for
the purposes of the name change.

Our change of name became effective with the Over-the-Counter
Bulletin Board at opening for trading on January 22, 2008 under the new stock
symbol EUOK. Our Cusip number remained as 29841 M 103.

On March 7, 2008, we completed the share exchange with the
former shareholders of Euoko Inc., Brandon C. Truaxe, Julio Torres and CMMG
Finance Inc. Through this share exchange, we acquired all of the issued and
outstanding shares of Euoko Inc., a private Canadian company engaged in the
business of the development, marketing and distribution of luxury skin
treatments.

Our Current Business

We are engaged in the business of the development, marketing
and distribution of skin treatments.

On December 20, 2007, we entered into and completed a share
purchase agreement and acquired all of the issued and outstanding shares of
Hewitt-Vevey Pharma Sciences Inc., a private Canada corporation. Hewitt-Vevey is
now our wholly owned subsidiary. Hewitt-Veveys primary business activity is
intended to be the research, development, marketing and distribution of
scientifically-advanced skin treatments. We intend to sell this product line
through varied distribution channels in the North American, European and Middle
Eastern markets, as well as globally through an internally operated
multi-currency and multi-lingual website which has yet to be developed. Although
in the development stage, there are currently no products available for
distribution.

On March 7, 2008, we completed our acquisition of all of the
issued and outstanding common stock of Euoko Inc., a privately held Canada
corporation, engaged in the business of the development, marketing and
distribution of luxury skin treatments. Our acquisition of this common stock was
pursuant to an amended and restated share exchange agreement that we had entered
into with the former shareholders of Euoko, dated effective July 23, 2007.

Euoko Inc. was incorporated pursuant to the federal laws of
Canada on July 16, 2003 under the name 6118356 Canada Ltd. On March 17, 2005,
it changed its name to Euoko Inc. Before 2005, Euoko Inc.s primary business
activity was consulting. In 2006, Euoko Inc.s primary activity changed to the
research, development, marketing and distribution of luxury skin treatments.
Euoko Inc. sells its luxury skin treatment products through varied distribution
channels in select North American, European, Middle Eastern and Asian markets,
as well as globally through its internally operated multi-currency and
multi-lingual website.

Since the date of the share exchange, March 7, 2008, Euoko Inc.
is now our wholly-owned, operating subsidiary and we have become engaged in the
business of the development, marketing and distribution of luxury skin
treatments. The business of Euoko is now our business. We currently have five
Euoko product lines on the market: the A-Series,

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the P-Series, the R-Series, the W-Series and the Y-Series. Over
the next 12 months, we plan to increase marketing, distribution and sales for
our five product lines and develop new products for introduction into the
market.

In our current five collections, we offer twenty-four luxury
skin treatment products: the R-Series is for enhancing skin radiance, the
Y-Series is for targeting lines and wrinkles, the A-Series is for blemish-prone
skin, the P-Series is for diverse environmental protection and the W-Series is
for correcting pigmentation problems. Highlights of the brands products are
Intense Lift Concentrate (1 oz/30 ml for US$500), Cellular Energy Radiance Cream
(1.7oz. /50ml for US$170) and Blueprint Resculpting Cream (1.7oz. /50ml for
US$180). In the next 12 months, we plan to increase marketing, distribution and
sales for these five product lines and develop additional products to enhance
the existing line.

Our Euoko Product Lines:

R-Series

The R-Series is clinically formulated to restore a bright,
energetic glow to the skin's appearance and is a one-of-a-kind proposal for
maintaining year-long radiance. Utilizing multiple European peptides, extracts
from a wide array of marine species, exotic fruits, African plants, a variety of
biotechnologically-advanced yeast derivatives, as well as vitamins, minerals and
antioxidants like ellagic acid, this unique collection represents an imperative
arsenal for battling dull skin tones common to today's stressful, busy
lifestyles.

Multi-Vitamin Radiance Cleanser

This foaming cream cleanser contains plant extracts and
vitamins to revive the skin, green tangerine and marine extracts to increase
circulation and Swiss mountain floral extracts to regulate pigmentation.

With active principles, including Mallow, Primula Veris,
Alchemilla Vulgaris, Veronica Officinalis, Melissa Officinalis Leaf and Achillea
Millefolium from Switzerland, Actiphyte of Tangerine, as well as our most elite
grade of Hyaluronic Acid from Denmark.

Radiance Fluid

This super-concentrated toner increases circulation within
minutes with our innovative Swiss microalgae, Dunaliella salina. Advanced
peptides from France regulate pigmentation. Fig and plankton increase radiance.

With active principles, including Actiphytes of Plankton and
Fig, skin-renewing Dunaliella Salina (a micro-algae) cultivated in Switzerland,
a pigment-balancing Nanopeptide from France, purified derivatives of
circulation-enhancing Saccharomyces Cerevisiae, the Swiss plants Mallow, Primula
Veris, Alchemilla Vulgaris, Veronica Officinalis, Melissa Officinalis Leaf and
Achillea Millefolium, as well as our most elite grade of Hyaluronic Acid from
Denmark.

Eye Contour Brightening Gel

Fast-acting, ultra-light gel eliminates dark circles. Clinical
yeast and ellagic acid encourage concentrated circulation. Targeted peptides
perfect the eye contour. Pomegranate, raspberry and grape skin extracts protect
from oxidation. Plankton and the Swiss microalga, Dunaliella salina, energize.
The eye contour is left bright and merges evenly with the facial contours.

With active principles, including Soy and Rice Peptides,
microcirculation-correcting Baker's Yeast Protein from Switzerland, multiple
contour-perfecting peptides from France and Spain, a rejuvenating Protein Matrix
from France, Raspberry, Pomegranate, Grape Seed, Plankton, skin-renewing
Dunaliella Salina (a micro-algae cultivated in Switzerland), antioxidant Ellagic
Acid, as well as our most elite grade of Hyaluronic Acid from Denmark.

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Cellular Energy Radiance Cream

This ultra-rich, creamy radiance booster is a pleasure cocktail
for your senses and for your skin. Super-concentrated peptides and exclusive
plant derivatives provide nourishment. Swiss microalga, Dunaliella salina,
energizes the skin. The skin glows and is infinitely more beautiful.

With active principles, including African Baobab Tree,
Nanopeptides, radiance-boosting Field Dock from the Canadian Prairies, purified
derivatives of circulation-enhancing Saccharomyces Cerevisiae, the Swiss plants
Mallow, Primula Veris, Alchemilla Vulgaris, Veronica Officinalis, Melissa
Officinalis and Achillea Millefolium, Actiphyte of Plankton,
PerfectionPeptide-P3 from Switzerland, Stabilized Vitamins A, E and C,
skin-renewing Dunaliella Salina (a micro-algae) cultivated in Switzerland, as
well as Hyaluronic Acid from Denmark.

Y-SERIES

The Y-Series is formulated for facial sculpting, lifting and
smoothing treatments. Targeting every aspect of ageing, this series enjoys high
concentrations of superior peptides, vitamins, amino acids, plant extracts,
lipolysis enhancers (for facial contouring), humectants and nutritive elements
in an extraordinarily effective delivery system. This collection gains its
confidence from superior peptides and focused derivatives, including Euoko's
Okra oligo-peptides, Leuphasyl, Matrixyl 3000, Snap-8, Argireline, Antarticine
and a topical, painless facial muscle contraction inhibitor peptide that mimics
the activity of the venom of the temple viper, which reflect only a brief
sampling of the wide range of clinically-researched actives used in this
collection.

The Y-Series is formulated to lessen the size and number of
lines and wrinkles, combats dark spots, re-sculpts the facial contour and
restores youthful cellular energy.

Instant Precision Cellular Masque

Revive your skin instantly with this rich multi-vitamin masque
with high concentrations of amazonian clay, as well as antioxidants like
lycopene from tomatoes, pomegranate extract, buriti oil (richest source oil in
beta-carotene) and free-radical annihilating açaí.

With active principles, including Amazonian White Clay, rare
oils of Açaí and Buriti, Soybean Oligopeptides from France, late generation
liposomes of Vitamin A, stabilized Vitamin C, stabilized Vitamin E, Wheat
Proteins from France, renewing Oligosaccharides from Nopal, antioxidant Lycopene
from Tomato, purified extract of Pomegranate, as well as our most elite grade of
Hyaluronic Acid from Denmark.

Marine Cream Cleanser

This gentle cream cleanser provides mild exfoliation with berry
fiber, as well as pomegranate and fig, while mild surfactants dissolve
impurities and makeup completely. Marine derivatives and algae provide superb
moisture support and enhance collagen production for a supple skin tone.

With active principles, including a repairing Glycoprotein from
the Antarctic Sea, vitamin-rich Blue Algae from the Cascadia region, Red Marine
Algae from the Hawaiian Islands, antioxidant Actiphyte of Pomegranate,
exfoliating Cranberry fibre, as well as our most elite grade of Hyaluronic Acid
from Denmark.

Pattern Chic

This antioxidant toner counteracts the elements with high
oxy-radical absorption capacity plants and white tea.

With active principles, including extracts of Artemisia and
Buddleja from the Swiss Alps, multiple biotechnologically-obtained, vitamin-rich
Microalga, PerfectionPeptide-P3 from Switzerland, French Rose, Hibiscus and
antioxidant Actiphytes of White Tea, Acai Berry and Blueberry, as well as our
most elite grade of Hyaluronic Acid from Denmark.

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Intense Lift Concentrate

This ultra-concentrated cocktail of immediate and long-term
fighters of lines and wrinkles is your single most important step in any
anti-aging regimen. Collagen-enhancing peptides and vitamins encourage long-term
plumping of the skin. White agaric mushroom extract corrects pore size. Muscle
contraction disabler peptides prevent signs of aging from occurring and relax
the look of expression lines.

With active principles, including White Agaric Mushroom,
Halophile Microalgae, our Swiss muscle-relaxing Tripeptide based on the science
of the venom of the temple viper, advanced late-generation age-correction
Polypeptides from Spain and the USA, as well as our most elite grade of
Hyaluronic Acid from Denmark.

Blueprint Resculpting Cream

This cream blends skin-tensing clinical algae,
instantly-lifting polypeptides, muscle-relaxing okra oligopeptides, collagen
enhancers and an array of encapsulated vitamins and protective nutrition in a
luxurious, lush texture.

With active principles, including Okra Oligopeptides from
France, a purified biotechnological extract of Microalga Nannochloropsis Oculata
cultivated in Switzerland, expandable spheres of Hyaluronic Acid for immediate
line correction, an expert selection of multiple age-correcting Peptides
including Serilesine from Spain, Matrixyl 3000 and Dermican from France, and
Syn-Coll from Switzerland, as well as our most elite grade of Hyaluronic Acid
from Denmark.

Eye Contour Nanolift

The cocktail for the post-injection, post-laser, post-surgery,
post-peel era. Millions of lifting nanoparticles work with South American native
rose moss and Asiatic pennywort to sustain instant and long-term surface
smoothness. Lupine lipopeptides from France maximize optical properties of the
skin to accentuate radiance. Micro-Proteins from African drumstick tree help
protect cell fibroblasts from pollution stress. Over-fermented sweet black tea
targets adipocyte population for restored skin volume. Multi-peptide Eyeliss
from France smoothes the eye contour appearance and reduces puffiness. Rhodiola
and sugar beet derivatives minimize under-eye darkness, while conditioning the
skin to retain moisture. Peptide-joined Ceramide 2 in world-renowned Dermaxyl
from France minimizes the appearance of deeper lines, while our most elite grade
of hyaluronic acid from Denmark ensures elevated below-surface hydration.

A-Series

Deviating from the harsher formulations of many mainstream
skincare lines aimed at treating blemishes, our A-Series makes no use of Benzoyl
Peroxide, Oxygen Peroxide or industrial antimicrobial agents, most of which we
believe to be carcinogenic and are associated with abnormal oxidation of the
skin. Further, our A-Series does not rely on the traditional approach of
depleting the oil content of the skin's surface to eliminate blemishes. This
approach often causes the skin to overproduce oil in compensation, making the
condition actually appear worse. The targeted products in the A-Series rely on
the anti-bacterial super-power of multiple sesame and marine-based sebum
regulating agents, as well as antibacterial oligo-peptides derived from nature,
which have been shown to deliver blemish-free skin.

Matte Foam

This ultra-foaming, gentle cleanser is designed to dissolve
impurities while leaving a super matte finish on the skin. Sebum controlling
agents and antibacterial marine derivatives provide anti-blemish support
throughout the day.

With active ingredients, including antimicrobial Marine
Derivatives from Switzerland, Naturally-Occurring Salicylic Acid, multi-fruit
Acid Complex (for pore-clearing), sebum-regulating Soybean derivatives, purified
Tea Tree derivatives, blemish-correcting Actiphyte of Cranberry, as well as
Hyaluronic Acid from Denmark.

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Matte Water

Designed to reduce pore size, help pores breathe and restore
the skins natural cycle, this toner includes meadowsweet, coneflower, Nori,
distilled witch hazel and Hyaluronic Acid from Denmark.

With active principles, including Meadowsweet, Salicylic Acid,
Hydrocotyl, Witch Hazel derivatives, Coneflower, Nori, as well as our most elite
grade of Hyaluronic Acid from Denmark.

Matte Moisture

This moisturizer is formulated to fight acne-causing bacteria
from the skins surface with a multi-faceted approach against acne. Sesame
derivatives encourage proper oil balance, oligopeptides open up pores,
antibacterial agents fight certain blemishes, while traditional cranberry and
tea tree extracts discourage new blemish development.

With active ingredients, including sebum-regulating Sesame,
Argania Spinosa Kernel and Serenoa Serrulata Fruit from Switzerland, Triple
Vitamin A Complex, Cranberry and Tea Tree derivatives, a highly purified
derivative of Meadowsweet (Spiraea Ulmaria) from France, as well as Hyaluronic
Acid from Denmark.

P-SERIES

Exposure to environmental aggressions such as chemicals,
stress, UV radiation, dietary imbalance and pollution degrades the skin's
capacity to protect itself and impedes the skin's ability to renew and rebalance
itself. Our P-Series uses ingredients such as peptides, marine derivatives,
metabolic enhancers, DNA protectors (from a purified Kalahari Watermelon), as
well as antioxidants from Amazonian and Himalayan berries and is formulated to
restore balanced renewal, replenish lost nutrients and create a perfectly clean,
moist environment in which the skin's repair mechanisms can function
optimally.

Amazonian Berry Wash

We call it berry-dermabrasion. Rub your skin gently with a rich
cocktail of antioxidant fruit fibers from Himalayan goji berries, Amazonian açaí
berries, cranberries and raspberries. Our Amazonian Berry Wash is formulated
with multiple vitamins and deep-sea marine derivatives to protect skin from the
elements and leave skin feeling supple, revived and protected.

With active principles, including Açaí Berries, rare Goji
Berries, Actiphyte of Blueberries, Cranberry Fibre, protective compounds from
micro-organisms located in deep-sea hydrothermal vents, vitamin-rich Blue Algae
from the Cascadia region, Walnut Shell Powder, as well as our most elite grade
of Hyaluronic Acid from Denmark.

Marine Vitamin Fluid

Daily multi-vitamin for the skin. Encapsulated vitamins provide
super nourishment. Multiple berries provide antioxidant support and protect from
the elements so the skin doesnt age before its time. Deep-sea marine
derivatives hydrate, revive and perfect the skins surface.

With active principles, including Amazonian Mourera, Actiphyte
of Açaí Berries, Actiphyte of Blueberries, vitamin-rich Blue Algae from the
Cascadia region, protective compounds from micro-organisms located in deep-sea
hydrothermal vents, two cell-renewing types of micro-algae (Nannochlorposis
Oculata and Dunaliella Salina) cultivated in Switzerland, as well as our most
elite grade of Hyaluronic Acid from Denmark.

Watermelon Defense

This advanced moisturizer provides maximum protection for
maximum skin life. Clinical Kalahari Desert Melon protects from collagen
degradation. Açaí berry provides no-nonsense antioxidant protection. UV blockers
protect from sun damage. Our elite hyaluronic acid and fermented algae
moisturize and perfect the skins surface. All in our feel-good cream-gel
texture.

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With active principles, including a DNA-protecting,
highly-purified extract of Watermelon from the Kalahari Desert, Açaí Berries
from the Amazonian Rainforest, Antioxidants Lutein (from Marigold Flowers),
Lycopene (from Tomatoes) and Alpha Lipoic Acid, Stabilized Vitamins A, E and C,
latest generation UV-blocking particles from the USA, two cell-renewing types of
micro-algae (Nannochlorposis Oculata and Dunaliella Salina) cultivated in
Switzerland, as well as our most elite grade of Hyaluronic Acid from Denmark.

Extreme Cellular Nutrition Masque

This ultra-hydrating nutrition masque with microorganisms from
deep sea vents leaves your skin supple, moist and glowing. Plankton and algae
provide comfortable tightening. Rose hip oil restores circulation. Marine
vitamins protect. Canadian Willowherb seals moisture.

With active principles, including Honey extract, a repairing
Glycoprotein from the Antarctic Sea, a wide-spectrum extract of Plankton,
protective compounds from micro-organisms located in deep-sea hydrothermal
vents, Rose Hip Seed Oil, vitamin-rich Blue Algae extract from the Cascadia
region, a purified extract of Willowherb from Canada, a DNA-protecting,
highly-purified extract of Melon from the Kalahari Desert, as well as our most
elite grade of Hyaluronic Acid from Denmark.

W-SERIES

The W-Series is a line of products designed to lighten the
skin, lighten dark spots, correct the appearance of sporadic pigmentation
problems and provide a more even skin tone. The products in the W-Series target
overall skin lightening or such spot darkness as freckles, age spots and sun
spots.

The W-Series does not use hydroquinone or kojic acid, both of
which we consider to be unsafe, unstable, carcinogenic and banned in many
countries. Instead, we use clinically-tested ingredients, such as our lightening
peptide from France, Alpha Arbutin from Switzerland, Tyrostat from Canada,
1-Methylhydantoine-2-imide (an amino acid), Magnesium Ascorbyl Phosphate (a
Vitamin C derivative), Bearberry Extract, Encapsulated Beta Arbutin from Spain,
Mallow Extract, Primula Veris Extract, Alchemilla Vulgaris Extract and Veronica
Officinalis Extract.

The products in the W-SERIES have light textures that are
absorbed quickly into the skin. The textures and absorption capacities of these
products are suitable for all skin types and tones.

Extreme White Concentrate Ampoules

This 4-Week program contains our exclusive polypeptide
concentrate and encapsulated multi-actives. In a formulation previously thought
impossible, 12 potent actives come together at exceptionally high concentrations
for the most advanced and fastest regimen available to depigment the skin and
restore an evenly white appearance to the tone.

With active principles, including cultivated Microalga
Dunaliella Salina and Alpha Arbutin from Switzerland, Encapsulated Wide-Spectrum
Arbutin from Spain, Ceramide IIIA and Trans-Retinoic Acid from the USA, multiple
Peptides from France, Field Dock from the Canadian Prairies, as well as our most
elite grade of Hyaluronic Acid from Denmark.

Active Starch White Masque

This rich masque brightens the skin within minutes and corrects
surface imperfections with rice, soy, yeast and encapsulated vitamins.

With active principles, including Alpha Arbutin from
Switzerland, Encapsulated Magnesium Ascorbyl Phosphate (a most stable form of
Vitamin C) from Spain, Japanese Rice Starch, Saccharomyces Cerevisiae from
France and our most elite grade of Hyaluronic Acid from Denmark.

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White Foam

This richly-foaming cream cleanser brightens the skin instantly
with Swiss plants and Vitamin C, while inhibiting the alpha-MSH signal for a
whiter skin appearance.

With active principles, including the purest grade of Magnesium
Ascorbyl Phosphate (a highly stable form of Vitamin C), Actiphyte of Bearberry,
Vitamin E, the Swiss plants Mallow, Achillea Millefolium and other
pigment-fighting herbs from mountains of Switzerland, as well as our most elite
grade of Hyaluronic Acid from Denmark.

Multi-Active White Water

Vitamin C and biotechnologically-produced peptides from France
come together in this concentrated skin toner to prepare the skin for effective
absorption of other whitening treatments.

With active principles, including Nanopeptides from France, the
purest grade of Magnesium Ascorbyl Phosphate (a highly stable form of Vitamin
C), Scutellaria, White Mulberry, Saxifrage, Grape, as well as our most elite
grade of Hyaluronic Acid from Denmark.

Intense White Serum

This concentrated formula brings depigmenting powers of nine
effective modern active principles, including peptides, plant extracts, Alpha
Arbutin and alpha-MSH blockers for an unmistakably white tone.

With active principles, including cultivated Microalga
Dunaliella Salina and Alpha Arbutin from Switzerland, multiple Peptides from
France, Field Dock from the Canadian Prairies, as well as our most elite grade
of Hyaluronic Acid from Denmark.

White Moisture

With active ingredients, including Alpha Arbutin from
Switzerland, Nanopeptides from France, a highly purified Melon extract from the
Kalahari Desert, latest generation UV-blocking particles from the USA, as well
as Hyaluronic Acid from Denmark.

Speed Control

Concentrated plant acids come together with high levels of
Vitamins A and C to speed skin turnover, while advanced peptides from France
enhance the action of other products.

With active ingredients, including Vitamin A in the form of
Retinol Cylaspheres from the USA, Multiple Peptides from France, Mixed Acids
from Tropical Fruits and Hyaluronic Acid from Denmark.

Body White Gel

This formula brings depigmenting powers of such modern active
principles as peptides, Alpha Arbutin and encapsulated lightening actives for an
unmistakably white tone in larger areas of the body.

With active principles, including Alpha Arbutin from
Switzerland, multiple Peptides from France, 1-Methylhydantoin-2-Imide (an amino
acid), Field Dock from the Canadian Prairies and Hyaluronic Acid from
Denmark.

Distribution Methods Of Our Products Or Services

We are now represented in at least twenty countries. Our
current retail partners include Bergdorf Goodman, Saks Fifth Avenue and Bliss
World in the U.S.A., Ludwig Beck in Germany, La Rinascente in Italy, and Sccube
in Singapore. Our current distribution representation includes such countries as
Spain, Germany, France, Bulgaria and

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China. In addition to our distributors and retail partners, we
also sell our product line globally via our multi-lingual, multi-currency
website at www.euoko.com.

We plan to distribute our Hewitt-Vevey products through major
retailers, shopping channels and distributors. In addition, we plan to sell our
Hewitt-Vevey product line globally via an internally operated multi-lingual,
multi-currency website which has yet to be developed.

We seek to attract and retain customers by emphasizing the
following key factors:

PRODUCTS - We provide consumers with skincare products that
contain what we believe to be most suitable, effective ingredients for the issue
targeted by each product. Our current portfolio uses more than one hundred and
twenty (120) active ingredients from around the world in the highest
concentrations possible. Additionally, our exclusive marine absorption base uses
a shoreline red algae and a pure grade of hyaluronic acid to maximize
penetration and absorption of our active ingredients.

SUPERIOR SHOPPING EXPERIENCE  Our retail partners are well
trained and, in many cases, we employ the representatives who work at these
channels. This control over the level of training offers our customers useful
advice, making customer education a key approach in attracting and maintaining
customers. Further, we believe that we provide an intuitive, easy-to-use
website, offering product selection supported by useful product information and
clinical summary data. Offering global exclusive points of sale, online shopping
and 24-hour worldwide telephone ordering, as well as support, we guarantee a
convenient and pleasant shopping experience for our customers.

GUARANTEES - We provide each customer with a four week
guarantee, permitting the return of the unused product if the customer is not
satisfied. We guarantee that our products are safe and effective when used as
recommended. We further require that all of our distributors and retail partners
offer this guarantee to their customers.

Fulfillment and Distribution of Orders

We currently fulfill all customer orders from our warehousing
facilities in Canada and the United Kingdom, depending on the destination and
regulatory requirements. We are committed to shipping accurate orders,
efficiently and effectively. Generally, the delivery time is within 1 to 3
business days from the date of the receipt of the order.

Wholesale Sales

Our retail partners and distributors worldwide have access to
our proprietary software systems that allows for easy, multi-currency order
placement, payment processing, warehouse notification and administrative tasks.
Such orders are shipped from one of our international warehouse facilities
mentioned earlier for delivery within 1 to 3 business days in most cases.

Customer Service

We are dedicated to customer satisfaction. We deliver on this
commitment in a number of ways, including:

- We retain highly knowledgeable, service-oriented staff for online,
  telephone and physical retail sales, ensuring maximum customer knowledge
  transfer and support.
- We offer generous literature on our products to existing and prospective
  customers.
- We offer extensive factual advertising in exclusive print and online media,
  offering sensible product information.
- We offer multi-lingual, detailed product information on our website and via
  our 24-hour customer support telephone systems.
- We offer ample sampling opportunities  well beyond industry standards  of
  our products so that existing and prospective customers can try our products
  before committing to purchase them.

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- We offer a return policy of four weeks to allow our customers to try our
  products without risk.

Sources and Availability of Raw Materials

We use a wide array of clinically-tested ingredients, including
peptides, biotechnologically-derived substances and natural derivatives, from
suppliers and their representatives around the world. While these suppliers have
established long histories of reliability in terms of materials quality and
delivery timelines, we do face minimal and manageable risks associated with the
availability of such materials. Our principal suppliers (and/or their
representatives) for raw materials are Centerchem, Inc. (and their
representation in Canada), Pachem Distribution Inc and Unipex Solutions Canada
Inc. (formerly Multichem Inc.).

Technology

Our internal order processing and billing systems, customer
relationship management systems and our website have been designed for
performance, scalability and reliability. All of these internal systems are
developed by our own team of seasoned software developers using the latest
advances in technology based on Microsoft.NET.

Marketing

Our current marketing and advertising efforts are designed to
attract an exclusive class of customers who demand quality and clarity in
communication. Our current efforts are as follows:

- we participate as a committed advertiser in more than 20 global
  publications including Town&Country (USA), Town&Country Travel (USA),
  Town&Country Weddings (USA), Surface (USA, International), New Beauty
  (USA), Wallpaper (UK, International), Nuvo (Canada), Fashion Quarterly
  (Canada), AnotherMagazine (UK, International), Vogue Italia (Italy), Beauty in
  Vogue (Italy), Printemps Magazine (France), Bergdorf Goodman Magazine (USA),
  as well as such industry publications as WWD BeautyBiz (USA) and Beauty Report
  International (Europe). In most cases, our advertising appears in every issue
  of our committed advertising base as a double-page spread.
- we retain some of the top publicists, including Marcy Engelman in the
  United States. Marcy also represents such clients as Julia Roberts and has
  previously represented Lancome.
- we participate in key fashion and entertainment events in various
  capacities. Historically, Euokos products have been featured in a celebrity
  goodie bag at the Academy Awards, in celebrity welcome bags at the Bryant Park
  Hotel during Fashion Week in New York and at other industry events within
  North America.
- we are in ongoing communication with key editors worldwide, with an
  aggressive focus in the United States, Canada and the United Kingdom.
  Wallpaper magazine selected Euoko as one of the top three facial fixes of
  the year in its February 2007 Annual Design Awards issue. W Magazine is
  featuring a full-page story on Euoko in the April issue of 2008. More than
  twenty magazines and one television show have already covered Euokos products
  in exclusive, unpaid editorial content.

Competition

We expect to compete on the quality of our intellectual
property (products), the concentration and breadth of our clinical active
ingredients, our modern, minimalist packaging, as well as our approach to
uncompromised customer service. The high pricing of our Euoko product line
positions us in the premium category whose target customer is uninfluenced by
mass communication, allowing for our company to convey the message of our Euoko
product line effectively and grow to establish our Euoko product line as the
authoritative brand of quality, safety and clinical effectiveness.

While the global cosmetics market is estimated to exceed US$50B
and is highly competitive, the particular niche of ultra premium skincare in
which our Euoko product line plays is currently targeted by only a select
category of exclusive brands, leaving much opportunity for quality and
innovation. Our comparatively high pricing positions us with such key brands as
La Prairie (owned by Beiersdorf), La Mer (owned by Estee Lauder Companies),
SK-II (owned by Proctor and Gamble), Natura Bisse and Amore Pacific. Our Euoko
product lines portfolio employs a

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much larger base of active ingredients and a much higher
concentration of these ingredients than all of our Euoko product lines
competitors in this category. Our minimalist, modern packaging and advertising
approach deviates from the rich finishes and old-school approach used by its
competitors, allowing our Euoko product line to become a trend-setter in an
overly modern-seeking global mindset.

We intend to sell our Hewitt-Vevey products with pricing that
targets the mass consumer market and intend to bring these customers the quality
of product, and concentration and breadth of clinical active ingredients
currently available to the premium category of consumers.

Intellectual Property

Despite our efforts to protect our proprietary rights,
unauthorized persons may attempt to copy aspects of our website, including the
look and feel of our website, products that we sell, product organization,
product information and sales mechanics or to obtain and use information that we
regard as proprietary, such as the technology used to operate our website and
our content. We have applied for trademark registration of our Euoko product
lines key branding elements in several countries and regions, including the
United States, Canada, Europe, as well as territories in the Middle East and the
Orient. Any encroachment upon our proprietary information, the unauthorized use
of our trademark, the use of a similar name by a competing company or a lawsuit
initiated against us for our infringement upon another company's proprietary
information or improper use of their trademark, may affect our ability to create
brand name recognition, cause customer confusion and/or have a detrimental
effect on our business.

Litigation or proceedings before the U.S. Patent and Trademark
Office may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets and domain name and to determine the
validity and scope of the proprietary rights of others. Any litigation or
adverse proceeding could result in substantial costs and diversion of resources
and could seriously harm our business and operating results. Finally, as we
offer and sell our products internationally, we are impacted by the laws of many
countries. The laws of many other countries do not protect our proprietary
rights to as great an extent as do the laws of the United States.

Government Regulation

Cosmetic products are regulated by different regulatory bodies
internationally. Our current Euoko product line meets the regulatory
requirements of all countries and regions in which its products are marketed. In
particular, our current products under the Euoko product line meet the
regulations set out in the relevant cosmetic directives in force in the members
of the European Union, as well as Canada and the United States.

In Europe, the safety of our current products has been
evaluated by a qualified doctor within the United Kingdom and the safety
dossiers that discuss all products and their ingredients are housed within our
United Kingdom office for governmental inspection as needed. This location
appears on all of our packaging. As per regulatory requirements, we have also
registered our products with all relevant poison control centres within the
European Union.

In the United States, because our products fall within the U.S.
Food and Drug Administration's definition of "cosmetics", the two most
significant U.S. laws relating to our products are the Federal Food, Drug, and
Cosmetic Act and the Fair Packaging and Labeling Act.

The Federal Food, Drug, and Cosmetic Act prohibits the
marketing of adulterated or misbranded cosmetics in interstate commerce.
Violations of the Act involving product composition--whether they result from
ingredients, contaminants, processing, packaging, or shipping and
handling--cause cosmetics to be adulterated and subject to regulatory action.
Under the Federal Food, Drug, and Cosmetic Act, a cosmetic is adulterated if it
meets any one of the following criteria:

- it bears or contains any poisonous or deleterious substance which may
  render it injurious to users under the conditions of use prescribed in the
  labeling thereof, or under conditions of use as are customary and usual (with
  an exception made for hair dyes);
- it consists in whole or in part of any filthy, putrid, or decomposed
  substance;

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- it has been prepared, packed, or held under unsanitary conditions whereby
  it may have become contaminated with filth, or whereby it may have been
  rendered injurious to health;
- its container is composed, in whole or in part, of any poisonous or
  deleterious substance which may render the contents injurious to health; or,
- except for hair dyes, it is, or it bears or contains, a color additive
  which is unsafe within the meaning of section 721(a) of the FD&C Act.

Improperly labeled or deceptively packaged products are
considered misbranded and subject to regulatory action. Under the Federal Food,
Drug, and Cosmetic Act, a cosmetic is considered misbranded if it meets any one
of the following criteria:

- its labeling is false or misleading in any particular;
- its label does not include all required information;
- the required information is not adequately prominent and conspicuous;
- its container is so made, formed, or filled as to be misleading;
- it is a color additive, other than a hair dye, that does not conform to
  applicable regulations issued under section 721 of the Federal Food, Drug, and
  Cosmetic Act; or,
- its packaging or labeling is in violation of an applicable regulation
  issued pursuant to section 3 or 4 of the Poison Prevention Packaging Act of
  1970.

In addition, under the authority of the Fair Packaging and
Labeling Act, the U.S. Food and Drug Administration requires an ingredient
declaration to enable consumers to make informed purchasing decisions. Cosmetics
that fail to comply with the Fair Packaging and Labeling Act are considered
misbranded under the Federal Food, Drug, and Cosmetic Act.

The U.S. Food and Drug Administration's legal authority over
cosmetics is different from other products regulated by the agency, such as
drugs, biologics, and medical devices. Cosmetic products and ingredients are not
subject to the U.S. Food and Drug Administration's premarket approval authority,
with the exception of color additives. However, the U.S. Food and Drug
Administration may pursue enforcement action against products, firms or
individuals that violate the applicable laws and regulations.

Cosmetic firms are responsible for substantiating the safety of
their products and ingredients before marketing. our current products meet all
of FDAs regulatory requirements in effect in terms of safety, claims and
labeling.

Employees

As at July 31, 2008, we had twelve (12) full time employees and
contractors. We plan to hire additional employees when circumstances
warrant.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission and our filings are available to the public over the internet at the
Securities and Exchange Commissions website at http://www.sec.gov. The public
may read and copy any materials filed by us with the Securities and Exchange
Commission at the Securities and Exchange Commissions Public Reference Room at
100 F Street N.E. Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site
that contains reports, proxy and formation statements, and other information
regarding issuers that file electronically with the SEC, at
http://www.sec.gov.

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Item 1A. Risk Factors

Risks Related to our Company

Risk as to Going Concern

The accompanying consolidated financial statements contemplates
continuation of the Company as a going concern. The Company had a net loss of
$4,713,078 for the year ended July 31, 2008, and as of July 31, 2008 the Company
had a stockholders deficiency of $3,808,898. These matters raise substantial
doubt about the Companys ability to continue as a going concern. Managements
plan is to attempt to raise additional capital until such time as the Company is
able to generate sufficient operating revenue. In view of these matters,
realization of certain of the assets in the accompanying consolidated financial
statements is dependent upon continued operation of the Company, which in turn
is dependent upon the Companys ability to meet its financial requirements,
raise additional capital, and the success of its future operations. The
Companys ability to continue as a going concern is dependent upon the
achievement of profitable operations, support from stockholders and investors,
and raising of additional debt or equity which cannot be reasonably assured.
Management believes that its ability to raise additional capital provides the
opportunity for the Company to continue as a going concern.

We have a limited operating history and limited
historical financial information upon which you may evaluate our
performance.

We are in our early stages of development and face risks
associated with a new company in a growth industry. We may not successfully
address these risks and uncertainties or successfully implement our operating
strategies. If we fail to do so, it could materially harm our business to the
point of having to cease operations and could impair the value of our common
stock to the point investors may lose their entire investment. We may not
generate positive cash flows or profits in the future.

As the majority of our business assets and all of our
directors and officers are located outside of the United States, investors may
be limited in their ability to enforce U.S. civil actions against our assets or
our directors and officers. You may not be able to receive compensation for
damages to the value of your investment caused by wrongful actions by our
directors.

The great majority of our business assets are located outside
of the United State and all of our directors and officers are resident outside
of the United States. Consequently, it may be difficult for investors to affect
service of process within the United States upon our assets or our directors or
officers, or to realize upon judgments of United States courts predicated upon
civil liabilities under U.S. Federal Securities Laws or other laws. A judgment
of a U.S. court predicated solely upon such civil liabilities may not be
enforceable in other countries. You will likely not be able to recover damages
as compensation for a decline in your investment.

We indemnify our officers and directors against liability
to our company and our shareholders, which may reduce our directors and
officers motivation to meet the standards required by law to properly carry out
their duties and the cost to us of any indemnification could negatively affect
our operating results.

Our Bylaws allow for the indemnification of our officers and
directors in regard to their carrying out the duties of their offices. The
Bylaws also allow for reimbursement of legal defenses.

As to indemnification for liabilities arising under the
Securities Act of 1933 for directors, officers or persons controlling our
company, we have been informed that in the opinion of the SEC such
indemnification is against public policy and unenforceable.

Since our directors and officers are aware that they may be
indemnified for carrying out the duties of their offices, they may be less
motivated to meet the standards required by law to properly carry out their
duties, which could have a negative impact on our operating results. Also, if
any director or officer claims against our company for indemnification, the
costs could have a negative effect on our operating results.

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Our management controls approximately 99.6% of the
possible votes in a vote by our shareholders and their interest could conflict
with the interests of investors which could cause the investor to lose all or
part of the investment.

Brandon Truaxe, our President & CEO owns 10,504,000 of our
common shares, approximately 30% of our issued and outstanding common stock, and
12,285,000 of our preferred shares, which is 100% of our issued and outstanding
preferred stock. Julio Torres, our Vice President and Chief Innovations Officer,
owns 1,755,000 of our common shares, 5% of our issued and outstanding common
stock. Since each of our preferred shares carries the right to vote 500 times
per preferred share, this means that Brandon Truaxe controls 6,153,004,000 votes
out of a possible 6,177,600,000 votes, which is approximately 99.6% of the total
possible votes in a vote by our shareholders concerning the management of our
company. Together, Brandon Truaxe and Julio Torres control 6,154,759,000
shareholder votes, which is approximately 99.6% of the possible votes in a vote
by our shareholders. Our management is able to substantially influence all
matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. Such concentration of ownership
may also have the effect of delaying or preventing a change in control, which
may be to the benefit of our management but not in the interest of the
shareholders. This beneficial ownership and potential effective control on all
matters relating to the business and operations of our company could eliminate
the possibility of shareholders changing the management in the event that the
shareholders did not agree with the conduct of the officers and directors.
Additionally, the shareholders would potentially not be able to obtain the
necessary shareholder vote to affect any change in the course of business of our
company. This lack of shareholder control could prevent the shareholders from
removing from the Board of Directors any directors who are not managing our
company with sufficient skill to make it profitable, which could prevent us from
becoming profitable.

Risks Related to our Business

We will rely on third-party suppliers and manufacturers
to provide raw materials for our products and to produce our products, and we
will have limited control over these suppliers and manufacturers and may not be
able to obtain quality products on a timely basis or in sufficient
quantity.

Substantially all of our products will be manufactured by
unaffiliated manufacturers. We may not have any long-term contracts with our
suppliers or manufacturing sources, and we expect to compete with other
companies for raw materials, production and import capacity.

There can be no assurance that there will not be a significant
disruption in the supply of raw materials from our intended sources or, in the
event of a disruption, that we would be able to locate alternative suppliers of
materials of comparable quality at an acceptable price, or at all. In addition,
we cannot be certain that our unaffiliated manufacturers will be able to fill
our orders in a timely manner.

If we experience significant increased demand, or need to
replace an existing manufacturer, there can be no assurance that additional
supplies of raw materials or additional manufacturing capacity will be available
when required on terms that are acceptable to us, or at all, or that any
supplier or manufacturer would allocate sufficient capacity to us in order to
meet our requirements. In addition, even if we are able to expand existing or
find new manufacturing or raw material sources, we may encounter delays in
production and added costs as a result of the time it takes to train our
suppliers and manufacturers in our methods, products and quality control
standards. Any delays, interruption or increased costs in the supply of raw
materials or manufacture of our products could have an adverse effect on our
ability to meet retail customer and consumer demand for our products and result
in lower revenues and net income both in the short and long-term.

In addition, there can be no assurance that our suppliers and
manufacturers will continue to provide raw materials and to manufacture products
that are consistent with our standards. We may receive shipments of product that
fail to conform to our quality control standards. In that event, unless we are
able to obtain replacement products in a timely manner, we risk the loss of
revenues resulting from the inability to sell those products and related
increased administrative and shipping costs. In addition, because we do not
control our manufacturers, products that fail to meet our standards or other
unauthorized products could end up in the marketplace without our knowledge,
which could harm our reputation in the marketplace.

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Risks Related to our Securities

Our common stock may be affected by limited trading
volume and may fluctuate significantly. Substantial fluctuations in our stock
price could significantly reduce the price of our stock.

There has been a limited public market for our common stock and
there can be no assurance an active trading market for our common stock will
develop. This could adversely affect our shareholders ability to sell our
common stock in short time periods or possibly at all. Our common stock has
experienced and is likely to experience significant price and volume
fluctuations that could adversely affect the market price of our common stock
without regard to our operating performance. Our stock price could fluctuate
significantly in the future based upon any number of factors such as: general
stock market trends; announcements of developments related to our business;
fluctuations in our operating results; announcements of technological
innovations, new products or enhancements by us or our competitors; general
conditions in the markets we serve; general conditions in the U.S. or world
economy; developments in patents or other intellectual property rights; the
performance of our eligible portfolio companies; and developments in our
relationships with our customers and suppliers. Substantial fluctuations in our
stock price could significantly reduce the price of our stock.

Our common stock is traded on the "Over-the-Counter
Bulletin Board," which may make it more difficult for investors to resell their
shares due to suitability requirements.

Our common stock is currently traded on the Over the Counter
Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future.
Broker-dealers often decline to trade in OTCBB stocks given the market for such
securities are often limited, the stocks are more volatile, and the risk to
investors is greater. These factors may reduce the potential market for our
common stock by reducing the number of potential investors. This may make it
more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of their shares. This could cause our stock price to
decline.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
and the Financial Industry Regulatory Authoritys sales practice requirements,
which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

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In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease our main office at 67 Mowat Avenue, Suite 535,
Toronto, Ontario, Canada. This office provides us with 1,914 square feet of
space for monthly rent of CDN$4,226.75. This space currently meets all of our
needs but we may require additional or different office space over the next
twelve months to facilitate our expected staffing growth.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our company.

Item 4. Submission of Matters to a Vote of Security
Holders

None.

PART II

Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities

In the United States, our common shares are quoted on the
Over-the-Counter Bulletin Board under the symbol EUOK. The following
quotations, obtained from Yahoo Finance, reflect the high and low bids for our
common shares based on inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

Our common shares were originally quoted for trading on the
OTCBB on January 30, 2006 under the symbol VEQI.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

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National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter
      Ended
    High
    LowJuly 31, 2008
    $2.50
    $1.25April 30, 2008
    $2.61
    $1.01January 31, 2007
    $1.35
    $0.60October 31, 2007
    $1.30
    $0.65July 31, 2007
    $2.20
    $0.76April 30, 2007
    $1.05
    $0.55January 31, 2007
    $N/A(2)
    $N/A(2)October 31, 2006
    $N/A(2)
    $N/A(2)July 31, 2006
    $0.11(3)
    $0.11(3)


(1) Over-the-counter market quotations
reflect inter-dealer prices without retail mark-up, mark-down or commission, and
may not represent actual transactions.

(2) No trades occurred during this
period.

(3) Our first trade did not occur
until June 15, 2006.

Our shares are issued in registered form. Holladay Stock
Transfer Inc., 2939 N. 67th Street, Scottsdale, AZ 85251 (Telephone: (480)
481-3940.; Facsimile: (480) 481-3941) is the registrar and transfer agent for
our common and preferred shares.

On October 24, 2008, the shareholders' list showed 15
registered shareholders, 35,100,000 common shares and 12,285,000 preferred
shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities

We did not sell any equity securities which were not registered
under the Securities Act during the year ended July 31, 2008 that were not
otherwise disclosed on our quarterly reports on Form 10-Q or our current reports
on Form 8-K filed during the year ended July 31, 2008.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended July 31, 2008.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

20

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Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations

We are engaged in the business of the development, marketing
and distribution of skin treatments.

On December 20, 2007, we entered into and completed a share
purchase agreement and acquired all of the issued and outstanding shares of
Hewitt-Vevey Pharma Sciences Ltd., a private Canada corporation. Hewitt-Vevey is
now our wholly owned subsidiary. Hewitt-Veveys primary business activity is
intended to be the research, development, marketing and distribution of
scientifically-advanced skin treatments. We intend to sell this product line
through varied distribution channels in the North American, European and Middle
Eastern markets, as well as globally through an internally operated
multi-currency and multi-lingual website which has yet to be developed. As
Hewitt-Vevey is in the development stage, there are currently no products
available for distribution and to date, we have not generated any revenues.

On March 7, 2008, we completed our acquisition of all of the
issued and outstanding common stock of Euoko Inc., a privately held Canada
corporation, engaged in the business of the development, marketing and
distribution of luxury skin treatments. Our acquisition of this common stock was
pursuant to an amended and restated share exchange agreement that we had entered
into with the former shareholders of Euoko, dated effective July 23, 2007. We
acquired all the stock of Euoko Inc. in exchange for $145,000 and 12,285,000
preferred shares. The acquisition was accounted for as a reverse merger
(recapitalization) with Euoko Inc. (Canada) deemed to be the accounting acquirer
and our company the legal acquirer, effective March 7, 2008. Accordingly, the
historical financial information presented in the financial statements is that
of Euoko Inc. (Canada) as adjusted to give effect to the issuance of the
12,285,000 shares of preferred stock upon completion of the transaction as an
adjustment to paid-in capital and to reflect the net liabilities assumed from
Euoko Group Inc. of $49,812 as a cost of the reverse merger. The basis of the
assets, liabilities and retained earnings of Euoko Inc. (Canada), the accounting
acquirer, have been carried over in the recapitalization. The $145,000 has been
recorded as a cost of the reverse merger. In addition, as a condition of closing
the acquisition of Euoko Inc. (Canada), our company granted options to purchase
1,500,000 shares of common stock at $1.00 per share to various employees,
contractors and consultants. The options granted vested immediately and expire
March 7, 2013. The fair value of the options was measured on the grant date
resulting in a value of $1,543,500 which was recognized as a compensation
expense for the three and nine months ended April 30, 2008.

On March 7, 2008, our wholly owned subsidiary, Hewitt-Vevey
Pharma Sciences Ltd., entered into a term loan agreement with a related party,
CMMG Finance Inc., providing a facility of $1,150,000 CDN for a period of five
years and bearing interest at a rate of 1.25% per annum on outstanding amounts.
Funds from the facility can be drawn down from time to time as required but in
no event no more than $150,000 CDN in any one calendar month. Security for the
loan payable is by a promissory note. Interest is due and payable on the
expiration of the credit facility. In addition to the interest payable,
Hewitt-Vevey will pay a royalty fee of 8.75% of all gross revenues, payable
annually. As at July 31, 2008, we have borrowed $1,150,000 CDN ($1,123,090
US).

As at July 31, 2008, we had available funding totaling
$1,500,000 CDN ($1,464,900 US) under an amended term loan agreement with CMMG
Finance Inc. dated April 14, 2008. As at July 31, 2008, we had not borrowed any
amounts under this amended term loan agreement. Subsequently, as at October 28,
2008, we had borrowed $600,000 CDN ($585,960 US) under the amended term loan
agreement.

21

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Results of Operations

Year EndedJuly 312008
    
    
    2007Sales
    $
    1,145,575
    
    $
    213,481Cost of Sales
    
    440,814
    
    
    265,682Operating Expenses
    $
    5,125,885
    
    $
    708,960Net Loss
    $
    4,421,124
    
    $
    761,161


Sales

Our sales for the year ended July 31, 2008 were $1,145,575,
compared to our sales for the year ended July 31, 2007, which were $213,481,
representing approximately a 436% increase. The increase in sales is due to the
introduction of additional products, the addition of new third-party
distributors and retailers and increases in our sales and marketing efforts.

Cost of Sales

Our cost of sales for the year ended July 31, 2008 was $440,814
(38% of product sales), compared to our cost of sales for the year ended July
31, 2007, which was $265,682 (124% of product sales). The increase in our dollar
cost of sales is mainly due to increased sales volume and the additional costs
associated with the launching of a new product line, as well as sampling and
literature support associated with these sales. Cost of sales includes costs
related to product manufacturing, brokerage and duties, inbound and outbound
shipping and certain promotional activities. We expect that our dollar cost of
sales will increase over the next twelve months but will remain constant or
increase as a percentage of total sales, mainly due to the additional sampling
and literature support related to these sales.

Future cost of sales may be impacted by the inclusion of new
brands which may have product cost structures and margins different from those
of our existing product lines, the effects of inflation and changing prices from
our suppliers and fluctuations in foreign currency rates as certain costs are
incurred in foreign currencies.

Operating Expenses

For the year ended July 31, 2008, our total operating expenses
were $5,125,885 as compared to $708,960 for the year ended July 31, 2007. We
attribute this increase to increases in spending across all cost categories
related to our increase in business activities in carrying out our business plan
as well as the $1,543,500 stock-based compensation expense recorded during our
third quarter. We expect to continue to increase our business activities, hire
new employees and/or contractors and we expect our total operating expenses,
excluding stock-based compensation, to continue to rise over the coming twelve
months. We expect these future increases in our total operating expenses to
decrease as a percentage of total revenue.

22

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Liquidity and Financial Condition

Working CapitalAt July 31,
    
    
    At July 31,2008
    
    
    2007Current Assets
    $
    813,766
    
    $
    512,297Current Liabilities
    $
    637,078
    
    $
    289,335Working Capital
    $
    176,688
    
    $
    222,962


Cash FlowsAt July 31,
    
    
    At July 31,2008
    
    
    2007Net Cash (Used in) Operating Activities
    $
    (2,946,854
    )
    $
    (727,166
    )Net Cash Provided by (Used In) Investing Activities
    $
    (16,054
    )
    $
    (74,146
    )Net Cash Provided by Financing Activities
    $
    3,039,709
    
    $
    919,393Effect of Exchange Rate Changes
    $
    (9,504
    )
    $
    6,196Increase In Cash During The Period
    $
    67,297
    
    $
    124,277


We had cash and cash equivalents in the amount of $213,238 as
of July 31, 2008 as compared to $145,941 as of July 31, 2007. We had a working
capital surplus of $176,688 as of July 31, 2008 compared to working capital
surplus of $222,962 as of July 31, 2007.

Our principal source of funds has been cash flows from
borrowings under term loan agreements. At July 31, 2008, we had loans payable of
$4,052,890 compared with $985,320 at July 31, 2007.

Future Financings

As at July 31, 2008, we had available funding totaling
$1,500,000 CDN ($1,464,900 US) under term loan agreements with a related party.
As of Oct 28th $600,000 CDN ($585,960 US) of this facility had been
utilized.This funding should allow us to meet our
current cash requirements over the next six months . We are currently
negotiating an additional financing facility for approximately $2,500,000 CDN to
help support the continued expansion of the brand worldwide. We may have to
raise additional monies through private placements of our equity securities
and/or debt financing in order that we may fund continuing operational expenses
beyond our expected cash requirements.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We have not yet achieved profitable operations and are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they become due, in their report on our audited financial
statements for the year ended July 31, 2008, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our

23

---

financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure by our independent
auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with the accounting principles generally
accepted in the United States of America. Preparing financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue, and expenses. These estimates and
assumptions are affected by managements application of accounting policies. We
believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to
an understanding of our financial statements.

Revenue Recognition

Product sales are reported on a net basis, which is computed by
deducting from gross sales discounts, the amount of actual product returns
received and an amount estimated for anticipated product returns. Product sales
are recognized upon the passage of title to the customer, provided that the
collection of the proceeds from sales is reasonably assured. Our companys
practice is to accept product returns within four weeks of shipment to the
customer, only if properly requested, for a full refund less a nominal return
shipping charge.

Use of Estimates

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

Foreign currency translation

Assets and liabilities of the foreign subsidiary are translated
into U.S. dollars at period end exchange rates. Capital accounts are translated
into U.S. dollars at the acquisition date rates. Income and expense items are
translated at the weighted average exchange rates for the period. Net exchange
gains or losses resulting from such translations are excluded from net income
(loss) but are included in comprehensive income (loss) and accumulated in a
separate component of stockholders' equity.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 157, "Fair Value Measurements," which provides enhanced
guidance for using fair value to measure assets and liabilities. SFAS No. 157
provides a common definition of fair value and establishes a framework to make
the measurement of fair value in generally accepted accounting principles more
consistent and comparable. SFAS No. 157 also requires expanded disclosures to
provide information about the extent to which fair value is used to measure
assets and liabilities, the methods and assumptions used to measure fair value,
and the effect of fair value measures on earnings. SFAS No. 157 is effective for
financial statements issued in fiscal years beginning after November 15, 2007
and to interim periods within those fiscal years.

24

---

In February 2007, the FASB issued SFAS Statement No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities  Including an
amendment of FASB Statement No. 115 (SFAS 159). SFAS 159, which becomes
effective for our company on January 1, 2008, permits companies to choose to
measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument.

In December 2007, the FASB issued FASB Statement No. 141 (R),
Business Combinations (FAS 141(R)), which establishes accounting principles
and disclosure requirements for all transactions in which a company obtains
control over another business. Statement 141 (R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. Earlier adoption is prohibited.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51.
SFAS No. 160 establishes accounting and reporting standards that require that
the ownership interests in subsidiaries held by parties other than the parent be
clearly identified, labeled, and presented in the consolidated statement of
financial position within equity, but separate from the parents equity; the
amount of consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of income; and changes in a parents ownership interest
while the parent retains its controlling financial interest in its subsidiary be
accounted for consistently. SFAS No. 160 also requires that any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value when a subsidiary is deconsolidated. SFAS No. 160 also sets forth
the disclosure requirements to identify and distinguish between the interests of
the parent and the interests of the noncontrolling owners. SFAS No. 160 applies
to all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively
as of the beginning of the fiscal year in which it is initially applied, except
for the presentation and disclosure requirements. The presentation and
disclosure requirements are applied retrospectively for all periods presented.

In March 2008, the FASB issued SFAS No. 161, Disclosures About
Derivative Instruments and Hedging Activities  an amendment of FAS 133. SFAS
No. 161 requires qualitative disclosures about objectives and strategies for
using derivatives, quantitative disclosures about fair value amounts of gains
and losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative agreements. SFAS No. 161 is effective for
fiscal years beginning after November 15, 2008.

We do not believe that the adoption of the above recent
pronouncements will have a material effect on our companys consolidated
financial position, results of operations or cash flows.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

25

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EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF JULY 31, 2008 AND 2007

26

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EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
SUBSIDIARIES



CONTENTS

|PAGE | F-1    | REPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM                                                      
|---- | ------ | -------------------------------------------------------------------------------------------------------------------
|     |        |                                                                                                                    
|PAGE | F-2    | CONSOLIDATED
      BALANCE SHEETS AS OF JULY 31, 2008 AND 2007                                                     
|     |        |                                                                                                                    
|PAGE | F-3    | CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JULY
      31, 2008 AND 2007
|     |        |                                                                                                                    
|PAGE | F-4    | CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS DEFICIENCY FOR THE YEARS ENDED JULY 31,
      2008 AND 2007         
|     |        |                                                                                                                    
|PAGE | F-5    | CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2008 AND 2007                             
|     |        |                                                                                                                    
|PAGE | F-6-19 | NOTES TO CONSOLIDATED
      FINANCIAL STATEMENTS AS OF JULY 31, 2008 AND 2007                                      

27

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of Euoko Group
Inc. (formerly Vita Equity Inc.) and Subsidiary

We have audited the accompanying consolidated balance sheets of
Euoko Group Inc. (formerly Vita Equity Inc.) and Subsidiary as of July 31, 2008
and 2007 and the related consolidated statements of operations and comprehensive
loss, stockholders deficiency and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Euoko Group Inc. (formerly Vita Equity Inc.) and Subsidiary as at July 31, 2008
and 2007 and the results of their operations and their cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the Company has
had recurring losses from operations and had a stockholders deficiency as of
July 31, 2008. These matters raise substantial doubt about its ability to
continue as a going concern. Managements plans in regard to these matters are
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Weinberg & Company, P.A. Los Angeles, California
October 21, 2008

F-1

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                                          
|AS OF JULY 31, 2008 AND 2007                                         
|                                                                     
|ASSETS                                                               

|                                                                                      |   | July 31,   |   |   | July 31,  |  
|------------------------------------------------------------------------------------- | - | ---------- | - | - | --------- | -
|                                                                                      |   | 2008       |   |   | 2007      |  
|                                                                                      |   |            |   |   |           |  
|CURRENT ASSETS                                                                        |   |            |   |   |           |  
|Cash                                                                                  | $ | 213,238    |   | $ | 145,941   |  
|Accounts receivable                                                                   |   | 290,591    |   |   | -         |  
|Sales tax receivable                                                                  |   | 11,375     |   |   | 51,823    |  
|Income tax receivable                                                                 |   | 5,005      |   |   | 16,545    |  
|Prepaid expenses and deposits                                                         |   | 23,746     |   |   | 13,221    |  
|Inventories                                                                           |   | 269,811    |   |   | 284,767   |  
|Total current assets                                                                  |   | 813,766    |   |   | 512,297   |  
|                                                                                      |   |            |   |   |           |  
|Property and equipment, net                                                           |   | 67,304     |   |   | 75,667    |  
|                                                                                      |   |            |   |   |           |  
|Total Assets                                                                          | $ | 881,070    |   | $ | 587,964   |  
|                                                                                      |   |            |   |   |           |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                              |   |            |   |   |           |  
|                                                                                      |   |            |   |   |           |  
|CURRENT LIABILITIES                                                                   |   |            |   |   |           |  
|Accounts payable and accrued liabilities                                              | $ | 505,832    |   | $ | 274,886   |  
|Deferred revenue                                                                      |   | 460        |   |   | -         |  
|Due to stockholder                                                                    |   | 130,786    |   |   | 14,449    |  
|Total current liabilities                                                             |   | 637,078    |   |   | 289,335   |  
|                                                                                      |   |            |   |   |           |  
|Loans payable to related party                                                        |   | 4,052,890  |   |   | 985,320   |  
|                                                                                      |   |            |   |   |           |  
|Total liabilities                                                                     |   | 4,689,968  |   |   | 1,274,655 |  
|                                                                                      |   |            |   |   |           |  
|COMMITMENTS AND CONTINGENCIES                                                         |   |            |   |   |           |  
|                                                                                      |   |            |   |   |           |  
|STOCKHOLDERS DEFICIENCY                                                              |   |            |   |   |           |  
|                                                                                      |   |            |   |   |           |  
|Preferred stock, $.001 par value, 100,000,000 shares
      authorized,                |   |            |   |   |           |  
|12,285,000 shares issued and outstanding                                              |   | 12,285     |   |   | -         |  
|Common stock, $.001 par value, 130,000,000 shares authorized,
      35,100,000 shares |   |            |   |   |           |  
|issued and outstanding                                                                |   | 35,100     |   |   | 35,100    |  
|Additional paid-in capital                                                            |   | 1,735,091  |   |   | 176,577   |  
|Accumulated other comprehensive loss                                                  |   | (14,542    | ) |   | (34,614   | )
|Accumulated deficit                                                                   |   | (5,576,832 | ) |   | (863,754  | )
|Total stockholders
      deficiency                                                  |   | (3,808,898 | ) |   | (686,691  | )
|                                                                                      |   |            |   |   |           |  
|Total liabilities
      and stockholders deficiency                                  | $ | 881,070    |   | $ | 587,964   |  

See accompanying notes to consolidated financial statements.
F-2

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|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS AND
      COMPREHENSIVE LOSS   
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|                                                             |   | July 31,   |   |   | July 31,   |  
|------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                             |   | 2008       |   |   | 2007       |  
|                                                             |   |            |   |   |            |  
|Sales                                                        | $ | 1,145,575  |   | $ | 213,481    |  
|Cost of sales                                                |   | 440,814    |   |   | 265,682    |  
|Gross profit (loss)                                          |   | 704,761    |   |   | (52,201    | )
|Operating expenses                                           |   |            |   |   |            |  
|(including stock-based compensation of                       |   |            |   |   |            |  
|$1,543,500 for the year end July 31, 2008)                   |   | 5,125,885  |   |   | 708,960    |  
|Loss from operations                                         |   | (4,421,124 | ) |   | (761,161   | )
|Reverse merger costs                                         |   | 194,812    |   |   | -          |  
|Interest expense                                             |   | 96,177     |   |   | 17,449     |  
|Net loss before income tax                                   |   | (4,712,113 | ) |   | (778,610   | )
|(Provision) benefit for income tax                           |   | (965       | ) |   | 15,405     |  
|Net loss                                                     |   | (4,713,078 | ) |   | (763,205   | )
|Other comprehensive income (loss)                            |   |            |   |   |            |  
|Foreign currency translation adjustment                      |   | 20,072     |   |   | (36,955    | )
|Comprehensive loss                                           | $ | (4,693,006 | ) | $ | (800,160   | )
|Net loss per share, basic and diluted                        | $ | (0.13      | ) | $ | (0.02      | )
|Weighted average shares outstanding, basic
      and diluted |   | 35,100,000 |   |   | 34,605,359 |  

See accompanying notes to consolidated financial statements.
F-3

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY                   
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|                                              |  | Preferred  |  |   |           |  |  | Common     |  |   |        |  |   |            |   |   |             |   |   | Accumulated   |   |   |            |  
|--------------------------------------------- |  | ---------- |  | - | --------- |  |  | ---------- |  | - | ------ |  | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                              |  | stock      |  |   | Preferred |  |  | stock      |  |   | Common |  |   | Additional |   |   |             |   |   | Other         |   |   |            |  
|                                              |  | number of  |  |   | stock     |  |  | number of  |  |   | stock  |  |   | paid-in    |   |   | Accumulated |   |   | Comprehensive |   |   |            |  
|                                              |  | shares     |  |   | amount    |  |  | shares     |  |   | amount |  |   | capital    |   |   | deficit     |   |   | loss          |   |   | Total      |  
|                                              |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|BALANCE, AUGUST 1,
      2006                 |  | -          |  | $ | -         |  |  | 35,100,000 |  | $ | 35,100 |  | $ | 62,746     |   | $ | (100,549    | ) | $ | 2,341         |   | $ | (362       | )
|Contributed salary, consulting and            |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|interest costs                                |  | -          |  |   | -         |  |  | -          |  |   | -      |  |   | 113,831    |   |   | -           |   |   | -             |   |   | 113,831    |  
|Foreign currency translation adjustment       |  |            |  |   |           |  |  | -          |  |   | -      |  |   | -          |   |   | -           |   |   | (36,955       | ) |   | (36,955    | )
|Net loss                                      |  |            |  |   |           |  |  | -          |  |   | -      |  |   | -          |   |   | (763,205    | ) |   | -             |   |   | (763,205   | )
|                                              |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|BALANCE, JULY 31,
      2007                  |  | -          |  |   | -         |  |  | 35,100,000 |  |   | 35,100 |  |   | 176,577    |   |   | (863,754    | ) |   | (34,614       | ) |   | (686,691   | )
|Effect of reverse merger transaction          |  | 12,285,000 |  |   | 12,285    |  |  | -          |  |   | -      |  |   | (12,285    | ) |   | -           |   |   | -             |   |   | -          |  
|Stock-based compensation
      expense        |  | -          |  |   | -         |  |  | -          |  |   | -      |  |   | 1,543,500  |   |   | -           |   |   | -             |   |   | 1,543,500  |  
|Contributed salary, consulting and            |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|interest costs                                |  | -          |  |   | -         |  |  | -          |  |   | -      |  |   | 27,299     |   |   | -           |   |   | -             |   |   | 27,299     |  
|                                              |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|Foreign currency translation
      adjustment |  | -          |  |   | -         |  |  | -          |  |   | -      |  |   | -          |   |   | -           |   |   | 20,072        |   |   | 20,072     |  
|                                              |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|Net loss                                      |  | -          |  |   | -         |  |  | -          |  |   | -      |  |   | -          |   |   | (4,713,078  | ) |   | -             |   |   | (4,713,078 | )
|                                              |  |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|BALANCE, JULY 31,
      2008                  |  | 12,285,000 |  | $ | 12,285    |  |  | 35,100,000 |  | $ | 35,100 |  | $ | 1,735,091  |   | $ | (5,576,832  | ) | $ | (14,542       | ) | $ | (3,808,898 | )

See accompanying notes to consolidated financial statements.
F-4

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|                                                                                     |   | July
      31, |   |   | July
      31, |  
|------------------------------------------------------------------------------------ | - | -------------- | - | - | -------------- | -
|                                                                                     |   | 2008           |   |   | 2007           |  
|                                                                                     |   |                |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                 |   |                |   |   |                |  
|Net loss                                                                             | $ | (4,713,078     | ) | $ | (763,205       | )
|Adjustments to reconcile net loss to net
      cash used in                          |   |                |   |   |                |  
|operating activities:                                                                |   |                |   |   |                |  
|Depreciation and Amortization                                                        |   | 27,831         |   |   | 9,350          |  
|Stock-based compensation                                                             |   | 1,543,500      |   |   | -              |  
|Reverse merger costs                                                                 |   | 194,812        |   |   | -              |  
|Goodwill impairment loss                                                             |   | 61,731         |   |   | -              |  
|Salaries, fees, and interest expense
      contributed to capital                    |   | 27,298         |   |   | 113,831        |  
|Changes in operating assets and liabilities, net of effects
      of reverse merger: |   |                |   |   |                |  
|Accounts receivable                                                                  |   | (295,405       | ) |   | 11,294         |  
|Sales tax receivable                                                                 |   | 44,518         |   |   | (50,686        | )
|Income tax receivable                                                                |   | 12,344         |   |   | (31,054        | )
|Prepaid expenses                                                                     |   | 1,698          |   |   | (10,290        | )
|Inventories                                                                          |   | 27,669         |   |   | (238,029       | )
|Accounts payable and accrued liabilities                                             |   | 119,222        |   |   | 231,623        |  
|Deferred revenue                                                                     |   | 1,006          |   |   | -              |  
|Net cash used in operating activities                                                |   | (2,946,854     | ) |   | (727,166       | )
|                                                                                     |   |                |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                 |   |                |   |   |                |  
|Purchase of Property and equipment                                                   |   | (16,054        | ) |   | (74,146        | )
|Net cash used in investing activities                                                |   | (16,054        | ) |   | (74,146        | )
|                                                                                     |   |                |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                 |   |                |   |   |                |  
|Due to stockholders                                                                  |   | 99,640         |   |   | (12,902        | )
|Proceeds from loans                                                                  |   | 2,987,590      |   |   | 932,295        |  
|Distribution on reverse merger, net of cash
      received                           |   | (47,521        | ) |   | -              |  
|Net cash provided by financing activities                                            |   | 3,039,709      |   |   | 919,393        |  
|                                                                                     |   |                |   |   |                |  
|Effect of exchange rate changes                                                      |   | (9,504         | ) |   | 6,196          |  
|                                                                                     |   |                |   |   |                |  
|NET INCREASE (DECREASE) IN CASH                                                      |   | 67,297         |   |   | 124,277        |  
|                                                                                     |   |                |   |   |                |  
|CASH, BEGINNING OF PERIOD                                                            |   | 145,941        |   |   | 21,664         |  
|                                                                                     |   |                |   |   |                |  
|CASH, END OF PERIOD                                                                  | $ | 213,238        |   | $ | 145,941        |  
|                                                                                     |   |                |   |   |                |  
|Supplemental cash flow information                                                   |   |                |   |   |                |  
|Cash paid for income taxes                                                           | $ | 1,722          |   | $ | 15,178         |  
|                                                                                     |   |                |   |   |                |  
|Cash paid for interest                                                               | $ | 331            |   | $ | 2,117          |  

See accompanying notes to consolidated financial statements.
F-5

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 1 | ORGANIZATION AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
|------ | -----------------------------------------------------------------

Organization

Euoko Group, Inc. (formerly Vita
Equity, Inc., the Company) was incorporated in the state of Nevada on July 25,
2000. On January 10, 2008, the Company changed its name to Euoko Group, Inc.
and its year end to July 31.

On March 7, 2008, the Company acquired
all of the outstanding shares of Euoko Inc. (Canada), a private Canadian company
in exchange for $145,000 and 12,285,000 preferred shares, and as a result Euoko
Inc. (Canada) became a wholly owned subsidiary of the Company. The acquisition
was accounted for as a reverse merger (recapitalization) with Euoko Inc.
(Canada) deemed to be the accounting acquirer and the Company the legal
acquirer, effective March 7, 2008. Accordingly, the historical financial
information presented in the financial statements is that of Euoko Inc. (Canada)
as adjusted to give effect to the issuance of the 12,285,000 shares of preferred
stock upon completion of the transaction as an adjustment to paid-in capital and
to reflect the net liabilities assumed from Euoko Group, Inc. of $49,812 as a
cost of the reverse merger. The basis of the assets, liabilities and retained
earnings of Euoko Inc. (Canada), the accounting acquirer, have been carried over
in the recapitalization. The $145,000 has been recorded as a cost of the reverse
merger.

Basis of
Presentation

The accompanying consolidated
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America and
include the accounts and operations of Euoko Group, Inc. and its wholly owned
subsidiaries Euoko Inc., Hewitt-Vevey Pharma Sciences Ltd. and Vita Equity Inc.
(Canada). Intercompany accounts and transactions have been eliminated in
consolidation.

F-6

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Going Concern

The accompanying consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America, which contemplates
continuation of the Company as a going concern. The Company had a net loss of
$4,713,078 for the year ended July 31, 2008, and as of July 31, 2008 the Company
had a stockholders deficiency of $3,808,898. These matters raise substantial
doubt about the Companys ability to continue as a going concern. Managements
plan is to attempt to raise additional capital until such time as the Company is
able to generate sufficient operating revenue. In view of these matters,
realization of certain of the assets in the accompanying consolidated financial
statements is dependent upon continued operation of the Company, which in turn
is dependent upon the Companys ability to meet its financial requirements,
raise additional capital, and the success of its future operations. The
Companys ability to continue as a going concern is dependent upon the
achievement of profitable operations, support from stockholders and investors,
and raising of additional debt or equity which cannot be reasonably assured.
Management believes that its ability to raise additional capital provides the
opportunity for the Company to continue as a going concern.

Use of Estimates

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

Cash and Cash
Equivalents

Cash and cash equivalents include cash
on hand, amounts due to banks, and any other highly liquid investments with a
maturity of three months or less. The carrying amounts approximate fair values
because of the short-term maturity of those instruments.

Accounts Receivable

Trade receivables are recorded at net
realizable value consisting of the carrying amount less an allowance for
uncollectible accounts, as needed.

The Company uses the allowance method
to account for uncollectible trade receivable balances. Under the allowance
method, if needed, an estimate of uncollectible customer balances is made based
upon specific account balances that are considered uncollectible. Factors used
to establish an allowance include the credit quality of the customer and whether
the balance is significant. At July 31, 2008 and July 31, 2007, there was no
allowance for uncollectible trade receivables.

F-7

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Inventories

Inventories are stated at the lower of
cost (first-in, first-out method) or market.

Property and
Equipment

Property and equipment is recorded at
cost. The Company uses accelerated methods of depreciation over the estimated
useful lives of the respective assets for financial reporting purposes.
Leasehold improvements are amortized over the shorter of the term of the lease
or the estimated useful life of the improvements. The estimated useful lives
used are as follows:

Office equipment
    5 yearsComputer equipment
    3 yearsLeasehold improvements
    5 yearsLaboratory equipment
    5 years


Normal repairs and maintenance are
expensed as incurred, whereas significant changes that materially increase
values or useful lives are capitalized and depreciated over the estimated useful
lives of the related assets.

Fair Value of Financial
Instruments

The Companys financial instruments
consist of accounts receivable, sales tax receivable, income tax receivable,
accounts payable and accrued liabilities and due to stockholder. The fair value
of these financial instruments approximates their carrying amount given the
short period to receipt or payment of cash. The carrying value of loans payable
approximates fair value based on the effective interest rates compared to
current market rates.

Impairment of Long-lived
Assets

In accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets", long-lived
assets to be held and used are analyzed for impairment whenever events or
changes in circumstances indicate that the related carrying amounts may not be
recoverable. The Company evaluates at each balance sheet date whether events and
circumstances have occurred that indicate possible impairment. If there are
indications of impairment, the Company uses future undiscounted cash flows of
the related asset or asset grouping over the remaining life in measuring whether
the assets are recoverable. In the event such cash flows are not expected to be
sufficient to recover the recorded asset values, the assets are written down to
their estimated fair value. Long-lived assets to be disposed of are reported at
the lower of carrying amount or fair value of the assets less cost to sell.

F-8

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Revenue Recognition

The Company recognizes revenue when
there is persuasive evidence that an arrangement exists, delivery of the product
has occurred and title has passed, the selling price is both fixed and
determinable, and collectability is reasonably assured, all of which generally
occurs upon shipment of the Company's product.

Shipping, Handling Fees and
Costs

Shipping, handling fees and costs
billed to customers are included in net sales, and the actual costs incurred by
the Company are included in cost of sales. Shipping and handling costs are
charged to expenses as incurred.

Income Taxes

The Company accounts for income taxes
under the liability method. Under this method, deferred tax assets and
liabilities are recognized and measured using enacted tax rates at the balance
sheet date. Deferred tax expense or benefit is the result of changes in deferred
tax assets and liabilities. Valuation allowances are established when necessary
to reduce net deferred taxes to amounts that are more likely than not to be
realized.

Stock-based
Compensation

The Company periodically issues stock
options and warrants to employees and non-employees in non-capital raising
transactions for services and financing costs. The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, effective
January 1, 2006, and is using the modified prospective method in which
compensation cost is recognized beginning with the effective date (a) based on
the requirements of SFAS No. 123R for all share-based payments granted after the
effective date and (b) based on the requirements of SFAS No. 123R for all awards
granted to employees prior to the effective date of SFAS No. 123R that remained
unvested on the effective date. The company accounts for stock option and
warrant grants issued and vesting to non-employees in accordance with EITF No.
96-18: Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services and
EITF 00-18 Accounting Recognition for Certain Transactions involving Equity
Instruments Granted to Other Than Employees under which the value of the stock
compensation is based upon the measurement date as determined by either a) the
date at which a performance commitment is reached, or b) at the date at which
the necessary performance to earn the equity instruments is complete.

F-9

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Earnings (Loss) per Common
Share

The Financial Accounting Standards
Boards (FASB) Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings per Share, requires presentation of basic earnings per share (Basic
EPS) and diluted earnings per share (Diluted EPS). Basic earnings (loss) per
share is computed by dividing earnings (loss) available to common stockholders
by the weighted average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution, using the treasury
stock method, that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the Company. In computing
diluted earnings per share, the treasury stock method assumes that outstanding
options and warrants are exercised and the proceeds are used to purchase common
stock at the average market price during the period. Options and warrants will
have a dilutive effect under the treasury stock method only when the average
market price of the common stock during the period exceeds the exercise price of
the options and warrants.

Options to purchase 1,500,000 shares
of common stock were outstanding as at July 31, 2008 (nil shares as at July 31,
2007) but were not included in the computation of diluted earnings per share for
the period because the Company incurred a loss during the period, and the effect
would be anti-dilutive.

Foreign Currency
Translation

Assets and liabilities of the foreign
subsidiaries are translated into U.S. dollars at period end exchange rates.
Capital accounts are translated into U.S. dollars at the acquisition date rates.
Income and expense items are translated at the weighted average exchange rates
for the period. Net exchange gains or losses resulting from such translations
are excluded from net income (loss) but are included in comprehensive income
(loss) and accumulated in a separate component of stockholders' equity.

Comprehensive Income
(Loss)

Comprehensive gain (loss) is defined
to include all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures, all items that are
required to be recognized under current accounting standards as components of
comprehensive gain (loss) should be reported in a financial statement that is
presented with the same prominence as other financial statements. The Company's
only current component of comprehensive gain (loss) is a foreign currency
translation adjustment.

F-10

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Concentration of Credit
Risk

Financial instruments, which
potentially subject the Company to concentrations of credit risk, consist of
cash and accounts receivable.

The Company places its cash with high
quality financial institutions and does not anticipate incurring any losses
related to this credit risk.

The Company extends credit to
customers based on an evaluation of the customer's financial condition,
generally without collateral. Exposure to losses on receivables is principally
dependent on each customer's financial condition. The Company monitors its
exposure for credit losses and maintains allowances for anticipated losses, as
required. For the year ended July 31, 2008, two customers accounted for 14% and
13%, respectively of sales. There were no other customers that accounted for
more than 10% of sales. For the year ended July 31, 2007, one customer accounted
for 24% of total sales. As of July 31, 2008, five customers accounted for 29%,
13%, 13%, 10% and 10% of accounts receivable. There were no accounts receivable
as of July 31, 2007.

Recent Accounting
Pronouncements

In September 2006, the FASB issued
SFAS No. 157, "Fair Value Measurements," which provides enhanced guidance for
using fair value to measure assets and liabilities. SFAS No. 157 provides a
common definition of fair value and establishes a framework to make the
measurement of fair value in generally accepted accounting principles more
consistent and comparable. SFAS No. 157 also requires expanded disclosures to
provide information about the extent to which fair value is used to measure
assets and liabilities, the methods and assumptions used to measure fair value,
and the effect of fair value measures on earnings. SFAS No. 157 is effective for
financial statements issued in fiscal years beginning after November 15, 2007
and to interim periods within those fiscal years.

In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No. 115. SFAS 159, which becomes
effective for the Company on August 1, 2008, permits companies to choose to
measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument.

In December 2007, the FASB issued FASB
Statement No. 141 (R), Business Combinations (FAS 141(R)), which establishes
accounting principles and disclosure requirements for all transactions in which
a company obtains control over another business. FAS 141 (R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. Earlier adoption is prohibited.

F-11

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

In December 2007, the FASB issued SFAS
No. 160, Non-controlling Interests in Consolidated Financial Statements, an
amendment of ARB No. 51. SFAS No. 160 establishes accounting and reporting
standards that require that the ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented in
the consolidated statement of financial position within equity, but separate
from the parents equity; the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income; and changes in a
parents ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently. SFAS No. 160 also
requires that any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value when a subsidiary is
deconsolidated. SFAS No. 160 also sets forth the disclosure requirements to
identify and distinguish between the interests of the parent and the interests
of the non-controlling owners. SFAS No. 160 applies to all entities that prepare
consolidated financial statements, except not-for-profit organizations, but will
affect only those entities that have an outstanding non-controlling interest in
one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS
No. 160 must be applied prospectively as of the beginning of the fiscal year in
which it is initially applied, except for the presentation and disclosure
requirements. The presentation and disclosure requirements are applied
retrospectively for all periods presented.

In March 2008, the FASB issued SFAS
No. 161, Disclosures About Derivative Instruments and Hedging Activities  an
amendment of FAS 133. SFAS No. 161 requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. SFAS No. 161 is effective for fiscal years beginning after November
15, 2008.

The Company does not believe that the
adoption of the above recent pronouncements will have a material effect on the
Companys consolidated financial position, results of operations, or cash
flows.

F-12

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|**NOTE 2** | INVENTORIES
|---------- | -----------

| | Inventories consist of the following: |   |          |  |   |          | 
| | ------------------------------------- | - | -------- |  | - | -------- | 
| |                                       |   |          |  |   |          | 
| |                                       |   | July 31, |  |   | July 31, | 
| |                                       |   | 2008     |  |   | 2007     | 
| |                                       |   |          |  |   |          | 
| | Raw materials                         | $ | 120,108  |  | $ | 122,003  | 
| | Work in process                       |   | 10,512   |  |   | 14,102   | 
| | Finished goods                        |   | 139,191  |  |   | 148,662  | 
| |                                       | $ | 269,811  |  | $ | 284,767  | 

|**NOTE 3** | PROPERTY AND EQUIPMENT
|---------- | ----------------------

| | Property and equipment consist of the following: |   |          |   |   |          |  
| | ------------------------------------------------ | - | -------- | - | - | -------- | -
| |                                                  |   |          |   |   |          |  
| |                                                  |   | July 31, |   |   | July 31, |  
| |                                                  |   | 2008     |   |   | 2007     |  
| |                                                  |   |          |   |   |          |  
| | Office equipment                                 | $ | 23,494   |   | $ | 25,979   |  
| | Computer equipment                               |   | 38,645   |   |   | 24,081   |  
| | Laboratory equipment                             |   | 5,883    |   |   | -        |  
| | Leasehold improvements                           |   | 41,094   |   |   | 39,487   |  
| |                                                  |   |          |   |   |          |  
| |                                                  |   | 109,116  |   |   | 89,547   |  
| | Less accumulated depreciation                    |   | (41,812  | ) |   | (13,880  | )
| |                                                  | $ | 67,304   |   | $ | 75,667   |  

Depreciation expense was $27,831 and
$9,350 for the years ended July 31, 2008 and July 31, 2007, respectively.

F-13

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 4 | LOANS PAYABLE TO RELATED PARTY
|------ | ------------------------------

Loans payable consist of the following
loans from CMMG Finance Inc., a party related to a stockholder of the
Company:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | July 31,    |  |   | July 31,  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- |  | - | --------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | 2008        |  |   | 2007      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             |  |   |           | 
|Loan payable which is secured by a
      promissory note, bears interest at 3.95% per annum payable at
      maturity, due October 23, 2011. The loan agreement allows for the
      Company to borrow up to $3,000,000 CDN ($2,929,800 US). The Company
      recorded additional interest costs of $4,326 for the year ended July
      31, 2008 for the difference between the fair value rate and the note
      rate and treated such costs as additional paid-in capital. In addition to
      interest, the Company must pay to the lender an introduction fee based
      on 2.35% of all gross revenues of Euoko Inc. (Canada), payable
      annually, to a total maximum amount of $5,000,000 CDN ($4,883,000 US).
      The introduction fee was deferred by the lender to an effective start
      date of February 1, 2008 for calculating gross revenues. |   | $ 2,929,800 |  |   | $ 985,320 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             |  |   |           | 
|Loan payable which is secured by a
      promissory note, bears interest at 1.25% per annum payable at
      maturity, due March 6, 2013. The loan agreement allows for the Company
      to borrow up to $1,150,000 CDN ($1,138,500 US). The Company recorded
      additional interest expense of $1,588 for the year ended July 31, 2008
      for the difference between the fair value rate and the note rate and
      treated such costs as additional paid-in capital. In addition to
      interest, the Company must pay to the lender a royalty fee based on
      8.75% of all gross revenues of Hewitt-Vevey Pharma Sciences Ltd,
      payable annually.                                                                                                                                                                                                   |   | 1,123,090   |  |   | -         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             |  |   |           | 
|Total long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $ | 4,052,890   |  | $ | 985,320   | 

The Company also has available to it
another working capital facility in the amount of $1,500,000 CDN (($1,464,900
US) from CMMG Finance Inc. for which no advances have been made to the Company
up to July 31, 2008. The facility will be secured by a promissory note and bear
interest at 11.00% per annum payable at maturity, due October 23, 2011.
Beginning with the first draw down on the additional facility and while the
facility is in use, in addition to interest, the Company must pay to the lender
a royalty fee based on 5.00% of all gross revenues of Euoko Inc. (Canada),
payable annually (see note 10).

Amounts recorded for interest expense
owing related to the above loans for the year ended July 31, 2008 and July 31,
2007 were $88,980 and $13,131, respectively.

F-14

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 5 | CAPITAL STOCK
|------ | -------------

Common Stock

The holders of outstanding shares of
common stock are entitled to receive dividends out of assets legally available
at times and in amounts as our board of directors may determine. Each
stockholder is entitled to one (1) vote for each share of our common stock held
on all matters submitted to a vote of the stockholders. Cumulative voting is not
provided for in our articles of incorporation or any amendments thereto, which
means that the majority of votes can elect all of the directors then standing
for election. Common stock is not entitled to preemptive rights and is not
subject to conversion or redemption. Upon the occurrence of a liquidation,
dissolution or winding-up, the holders of shares of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and satisfaction of preferential rights of any outstanding preferred stock.
There are no sinking fund provisions applicable to our common stock. The
outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

Each shareholder of outstanding shares
of our preferred stock is entitled to five hundred (500) votes for each share of
our preferred stock held on all matters submitted to a vote of shareholders.
Cumulative voting is not provided for in our articles of incorporation or any
amendments thereto, which means that the majority of votes can elect all of the
directors then standing for election. Preferred stock is not entitled to
preemptive rights and is not subject to conversion or redemption. Upon the
occurrence of a liquidation, dissolution or winding-up, the holders of shares of
our preferred stock are not entitled to share ratably in all assets remaining
after payment of liabilities and satisfaction of preferential rights of any
outstanding preferred stock. There are no sinking fund provisions applicable to
our preferred stock. The outstanding shares of our preferred stock are fully
paid and non-assessable. The holders of outstanding shares of our preferred
stock are not entitled to receive dividends out of assets legally available at
times and in amounts as our board of directors may determine.

F-15

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 6 | STOCK OPTIONS
|------ | -------------

On March 7, 2008, as a condition of
closing the acquisition of Euoko Inc. (Canada), the Company granted options to
purchase 1,500,000 shares of common stock at $1.00 per share to various
employees, contractors and consultants. The options granted vested immediately
and expire March 7, 2013. The options granted were valued at $1,543,500, as
determined by using a Black-Scholes pricing model with the following
assumptions: expected volatility of 115.4%, average risk free rate of 1.65%,
dividend yield of 0.00%, and expected life of 2.5 years. The weighted average
fair value of options granted during the year was $1.029. The Company recognized
$1,543,500 of compensation expense for the year July 31, 2008 related to the
fair value of the options which vested immediately.

As at July 31, 2008 options
outstanding are as follows:

| |                           |  |           |  |   | Weighted       | 
| | ------------------------- |  | --------- |  | - | -------------- | 
| |                           |  | Number of |  |   | Average        | 
| |                           |  | Options   |  |   | Exercise Price | 
| |                           |  |           |  |   |                | 
| | Balance at August 1, 2007 |  | -         |  |   | -              | 
| | Granted                   |  | 1,500,000 |  | $ | 1.00           | 
| | Exercised                 |  | -         |  |   | -              | 
| | Cancelled                 |  | -         |  |   | -              | 
| |                           |  |           |  |   |                | 
| | Balance at July 31, 2008  |  | 1,500,000 |  | $ | 1.00           | 

Additional information regarding
options outstanding as of July 31, 2008 is as follows:

| | Options Outstanding - $1.00 Exercise Price                |   |           | 
| | --------------------------------------------------------- | - | --------- | 
| | Number outstanding                                        |   | 1,500,000 | 
| | Weighted average remaining contractual
      life (years) |   | 5         | 
| | Weighted average
      exercise price                     | $ | 1.00      | 
| | Number exercisable                                        |   | 1,500,000 | 

As at July 31, 2008, the intrinsic
value of the 1,500,000 vested options was $375,000.

|NOTE 7 | INCOME TAXES
|------ | ------------

Reconciliation of the effective income
tax rate to the U.S. and Canadian statutory rates are as follows:

| |                                                         |  | July 31, 2008 |   |  | July 31, |  
| | ------------------------------------------------------- |  | ------------- | - |  | -------- | -
| |                                                         |  |               |   |  | 2007     |  
| |                                                         |  |               |   |  |          |  
| | Tax expense at the U.S. statutory income
      tax rate |  | 34%           |   |  | 34%      |  
| | Foreign rate differential                               |  | (6%           | ) |  | (15%     | )
| | Non-deductible and other items                          |  | (13%          | ) |  | (3%      | )
| | Valuation allowance                                     |  | (15%          | ) |  | (18%     | )
| | Effective income tax rate                               |  | -             |   |  | ( 2%     | )

F-16

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

Significant components of the
Companys deferred income tax assets at July 31, 2008 and 2007 are as
follows:

| |                                  |   | July 31, 2008 |   |   | July 31, |  
| | -------------------------------- | - | ------------- | - | - | -------- | -
| |                                  |   |               |   |   | 2007     |  
| |                                  |   |               |   |   |          |  
| | Deferred income tax asset:       |   |               |   |   |          |  
| | Net operating loss carry forward | $ | 1,215,691     |   | $ | 209,768  |  
| | Valuation allowance              |   | (1,215,691    | ) |   | (209,768 | )
| | Net deferred income tax asset    | $ | -             |   | $ | -        |  

Based upon the Companys history of
losses in the U.S. parent company and in the Canadian subsidiary companies, and
managements assessment of when these operations are anticipated to generate
taxable income, the Company has concluded that it is more likely than not that
none of the net deferred income tax assets will be realized through future
taxable earnings and has established a valuation allowance for them.

Net operating loss carry forwards from
U.S. operations totaling approximately $135,707 at July 31, 2008 are being
carried forward. The net operating loss carry forwards expire at various dates
through 2028 for federal purposes.

As of July 31, 2008, Canadian
operations had net operating loss carry forwards totaling approximately
$3,439,855 expiring at various dates through 2028.

Effective January 1, 2007, the Company
adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48) an interpretation of FASB Statement No. 109, Accounting for
Income Taxes.The Interpretation addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements. Under FIN 48, we may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent likelihood of being
realized upon ultimate settlement. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. At the date of
adoption, and as of July 31, 2008, the Company does not have a liability for
unrecognized tax uncertainties.

The Companys policy is to record
interest and penalties on uncertain tax provisions as income tax expense. As of
July 31, 2008, the Company has no accrued interest or penalties related to
uncertain tax positions.

The Company is subject to U.S. federal
or state income tax examinations by tax authorities for years after 2002. During
the periods open to examination, the Company has net operating loss and tax
credit carry forwards for U.S. federal and state tax purposes that have
attributes from closed periods. Since these net operating losses and tax credit
carry forwards may be utilized in future periods, they remain subject to
examination. The Company also files income tax returns in the Canadian federal
jurisdiction and various provinces. The Company is subject to Canadian federal
and provincial income tax examinations by tax authorities for years after 2002.
During the periods open to examination, the Company has net operating loss and
tax credit carry forwards for Canadian federal and provincial tax purposes that
have attributes from closed periods. Since these net operating losses and tax
credit carry forwards may be utilized in future periods, they remain subject to
examination.

F-17

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 8 | RELATED PARTY TRANSACTIONS
|------ | --------------------------

The Company utilized the consulting
services of one of its stockholders resulting in fees paid totaling $114,567 and
$77,059 for the years ended July 31, 2008 and 2007, respectively.

The Company utilized the advertising
services of a magazine owned by one of its stockholders resulting in advertising
fees paid totaling $118,955 and $25,022 for the years ended July 31, 2008 and
2007, respectively.

Due to stockholders are for advances
to the Company made by the Companys current President and CEO, Brandon Truaxe,
and the Companys former President, Dwight Webb. The amounts are unsecured,
non-interest bearing, and are due on demand. As of July 31, 2008 and 2007 the
amounts due these stockholders was $130,786 and 14,449 respectively.

|**NOTE 9** | COMMITMENTS AND CONTINGENCIES
|---------- | -----------------------------

Operating Lease
Commitment

The Company leases premises under an
operating lease with a five year term expiring on December 31, 2011. Minimum
lease commitments exclusive of insurance and other occupancy charges under the
lease as at July 31, 2008 were:

Years ending July 31,2009
    $
    55,8812010
    
    55,8812011
    
    55,8812012
    
    23,284$
    190,927


Royalty fee

Pursuant to the share purchase
agreement for the purchase of Hewitt-Vevey Pharma Sciences Ltd., Euoko Group
Inc. has agreed to pay to CMMG Finance Inc. a royalty fee, calculated by
multiplying 2.75% by the gross revenues of the Hewitt-Vevey, within 60 days of
each fiscal year-end of the Company up to a maximum cumulative royalty fee of
$500,000. As Hewitt-Vevey is still in its development stage, no revenues have
been earned and thus no royalty fee is currently due.

F-18

---

|EUOKO GROUP, INC. (formerly VITA EQUITY, INC.) AND
      SUBSIDIARIES
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|FOR THE YEARS ENDED JULY 31, 2008 AND 2007                           

|NOTE 10 | SUBSEQUENT EVENTS
|------- | -----------------

Subsequent to July 31, 2008, the
Company received additional funds under the terms of its loan agreement with
CMMG Finance in the amount of $600,000 CDN ($585,960 US).

F-19

---

Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A(T). Controls and Procedures

Managements Report on 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 under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (who is acting as our principal executive officer and
our principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure.

As of July 31, 2008, the end of our fiscal year covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief executive officer (who is acting as our principal executive officer and
our principal financial officer and principle accounting officer) concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of July 31, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of July
31, 2008, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with US generally accepted accounting principles. Our management reviewed the
results of their assessment with our Board of Directors.

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

Inherent limitations on effectiveness of
controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial

28

---

reporting may not prevent or detect misstatements on a timely
basis, however these inherent limitations are known features of the financial
reporting process and it is possible to design into the process safeguards to
reduce, though not eliminate, this risk. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended July 31, 2008 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until
their death, resignation or removal from office.

Name
    Position Held with Our
      Company
    Age
    Date First Elected or
      AppointedBrandon Truaxe
    President, Chief Executive Officer
      and Director
    30
    July 13, 2003(1)Julio Torres
    Vice President, Chief
      Innovations Officer and Director
    34
    October 19,
      2005(1)


|(1) | Became an officer of Euoko Group Inc. on March 7, 2008,
      the date of our acquisition of Euoko Inc., and became a director of Euoko
      Group Inc. on April 14, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Brandon Truaxe, President and Chief Executive
Officer

Educated in Computer Science at the University of Waterloo,
Brandons interest in business development has allowed him to explore a variety
of successful ventures in software, nutrition, graphics design and cosmetics.
Having conceptualized and founded Euoko, Brandon has also maintained a
successful software development business, Custom Struct, whose most notable
project has been the leading of a renowned web-centric automotive financing
system for the Canadian operations of DealerTrack Holdings, Inc. This software
system has revolutionized online lending, and is used by more than 2,500
automotive dealerships and over twenty prime and sub-prime lending institutions.
Prior to founding Euoko, Inc., he was a founding member and president of
Schematte Corporation (a

29

---

software development firm) and Organic Senses Ltd. (a marketer
of nutritional supplements). Brandon has developed and led Euokos branding,
design, ingredient selection, legal issues, website design, software design and
all aspects of Euokos business. Mr. Truaxe has no prior public company
experience as a director or officer.

Julio Torres, Vice President and Chief Innovations
Officer

Educated in Computer Science at the University of Havana, Julio
has gained extensive background in modern software development in positions of
progressively increasing responsibility with Cubas Ministry of Finance. Prior
to joining Euoko, Julio held the position of CEO at Vitral Projects Limited, a
software firm founded by him that provided software consulting services to
DealerTrack Holdings, Inc. His firm has collaborated extensively with Brandon
Truaxe in the development of a complex automotive financing software system for
DealerTrack. At Euoko, Julios creativity and extensive design background have
allowed him to play a vital role since the early stages of the companys brand
and image development. Euoko benefits not only from Julios creativity and
extraordinary attention to detail, but also from his solid technology background
which has been fundamental in the development of Euokos technology
requirements. Julio has been heavily involved in the development of Euokos
branding, design, formulation, ingredient selection, supplier selection, legal
issues, website design, software design and all aspects of Euokos business. Mr.
Torres has no public company experience as a director or officer.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding, excluding traffic violations and other
      minor offences;                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                               
|3. | being subject to any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                               
|4. | being found by a court of competent jurisdiction in a
      civil action, the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.              

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended July 31, 2008, all filing requirements applicable
to our

30

---

officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of Late
      Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Required
      FormsBrandon Truaxe
    1(1)
    1
    N/AJulio Torres
    1(1)
    1
    N/A


(1) The executive officer, director or
holder of 10% or more of our common stock filed a late Form 3 Initial Statement
of Beneficial Ownership of Securities.

Code of Ethics

Effective April 14, 2007, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our board of directors, our company's officers including our
president (being our principal executive officer and principal financial
officer), contractors, consultants and advisors. As adopted, our Code of
Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics.

Further, all of our company's personnel are to be accorded full
access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our Company
officers. In addition, our Code of Business Conduct and Ethics emphasizes that
all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles and federal and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's president or secretary. If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
president or secretary, the incident must be reported to any member of our board
of directors. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against our
company policy to retaliate against any individual who reports in good faith the
violation or potential violation of our company's Code of Business Conduct and
Ethics by another. We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests may be sent in
writing to our company at Suite 535, 67 Mowat Avenue, Toronto, Ontario M6K 3E3.

31

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Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent"
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                              
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended July 31, 2008 and 2007; and                                                                      
| |     |                                                                                                                                                                                                                                              
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended
      July 31, 2008 and 2007,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLEName and principal
      position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity incentive Plan Compensation ($)
    Nonqualified Deferred CompensationEarnings
      ($)
    All Other
      Compensation ($)
    Total ($)Brandon Truaxe, President &
      CEO(1)
    2008 2007 2006
    99,295(2)Nil
      Nil
    Nil Nil Nil
    Nil Nil Nil
    205,800 Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    305,095 Nil NilMichael Basler, Former CFO,
      Secretary and Treasurer(3)
    2008 2007 2006
    109,225 8,056 Nil
    24,824 Nil Nil
    Nil Nil Nil
    334,425 Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    468,474 8,056 NilJulio Torres, Vice President
      and Chief Innovations Officer(4)
    2008 2007 2006
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    205,800 Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    205,800 Nil Nil


32

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SUMMARY COMPENSATION TABLEName and principal
      position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option incentive
      Awards ($)
    Non-Equity PlanCompensation ($)
    Nonqualified Deferred CompensationEarnings
      ($)
    All Other
      Compensation ($)
    Total ($)Mauro Baessato(5)Former
      officer
    2008 2007 2006
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    51,450 Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    51,450 Nil NilDwight Webb, Former officer
      and director(6)
    2008 2007 2006
    Nil Nil 35,268
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil 35,268


|(1) | Brandon Truaxe became an Officer and Director of Euoko
      Inc. on July 13, 2003 and an officer of Euoko Group Inc. on March 7,
      2008.                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                     
|(2) | Accrued but not yet paid.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                     
|(3) | Michael Basler became an Officer and Director of Euoko
      Inc. on July 27, 2007 and an officer of Euoko Group Inc. on March 7, 2008.
      Mr. Basler resigned on October 22, 2008.                              
|    |                                                                                                                                                                                                                     
|(4) | Julio Torres became an Officer and Director of Euoko Inc.
      on October 19, 2005 and an officer of Euoko Group Inc. on March 7,
      2008.                                                                      
|    |                                                                                                                                                                                                                     
|(5) | Mauro Baessato became an Officer and Director on August
      1, 2000 and resigned from the position of Director on April 13, 2003.
      Mauro Baessato resigned as an officer of our company on March 7,
    2008.
|    |                                                                                                                                                                                                                     
|(6) | Dwight Webb became an Officer and Director on August 1,
      2000 and resigned as an officer on March 7, 2008 and as a director on
      April 14, 2008.                                                           

On October 24, 2006, we entered into an executive agreement
with Brandon Truaxe, our president, chief executive officer and a director of
our company.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive share options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that share options may be
granted at the discretion of our board of directors.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any
director, officer, consultant or employee of our company.

Stock Options/SAR Grants

On March 7, 2008, in connection with the closing of the
acquisition of Euoko Inc., we granted stock options to purchase 1,500,000 shares
of common stock at an exercise price of $1.00 per share to various employees,
contractors and consultants. Of the 1,500,000 options granted, 725,000 were
granted to directors and officers of our company.

33

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Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

There were no options exercised during our fiscal year ended
July 31, 2008 by any officer or director of our company.

Compensation of Directors

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

We have determined that none of our directors are independent
directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our directors,
executive officers or directors.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The following table sets forth, as of October 24, 2008, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known by us to be the beneficial owner of more than 5% of our
common shares, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and
      Address of Beneficial Owner
    Title of
      Class
    Amount and Nature of
      Beneficial Ownership
    Percentage of
      Class(1)(2)Brandon Truaxe
      President and Chief Executive Officer Yorkville, Ontario
    Preferred
    12,285,000
    100%Common
    10,704,000(3)
    30.50%Julio Torres Vice
      President and Chief Innovations Officer Toronto, Ontario
    Common
    1,955,000(4)
    5.57%Directors and
      Officers as a group
    Preferred
    12,285,000
    100%Common
    12,659,000(5)
    36.06%


|(1) | Based on 35,100,000 shares of common stock issued and
      outstanding as of October 24, 2008. Except as otherwise indicated, we
      believe that the beneficial owners of the common shares listed above,
      based on
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34

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|    | information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable. Beneficial ownership is
      determined in accordance with the rules of the Securities and Exchange
      Commission and generally includes voting or investment power with respect
      to securities. Shares of common stock subject to options or warrants
      currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Since each of our preferred shares carries the right to
      vote 500 times per preferred share, this means that, counting both his
      preferred shares and common shares, Brandon Truaxe controls 6,153,004,000
      votes out of a possible 6,177,600,000 votes, which is approximately 99.6%
      of the total possible votes in a vote by our shareholders concerning the
      management of our company.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Includes 10,504,000 common shares and 200,000 common
      share purchase options issued on March 7, 2008, pursuant to the amended
      and restated share exchange agreement with Euoko, at an exercise price of
      $1.00 and an expiry date of March 7, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Includes 1,755,000 common shares and 200,000 common share
      purchase options issued on March 7, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Together, Brandon Truaxe and Julio Torres control
      6,154,759,000 shareholder votes, which is approximately 99.6% of the
      possible votes in a vote by our shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Equity Compensation Plans

We do not have a stock option plan in favor of any director,
officer, consultant or employee of our company.

Changes in Control

A change in control of our company occurred as a result of the
share exchange we completed with the former shareholders of Euoko Inc. on March
7, 2008.

As a result of the share exchange, one former shareholder of
Euoko Inc., Brandon Truaxe, now owns 12,285,000 preferred shares in our company.
Each preferred share carries with it the voting rights of 500 votes per share.
So, the 12,285,000 preferred shares now held by Brandon Truaxe have the power of
6,142,500,000 votes. Two of the three former shareholders of Euoko, Inc.,
Brandon Truaxe and Julio Torres have purchased 10,504,000 common shares and
1,755,000 of our common shares, respectively, from some of our shareholders on
their own.

We have 35,100,000 shares of our common stock, par value
$0.001, issued and outstanding. Each common share carries with it the voting
rights of one (1) vote per share.

This means that Brandon Truaxe controls 6,153,004,000 votes out
of a possible 6,177,600,000 votes, which is approximately 99.6% of the total
possible votes in a vote by our shareholders, concerning the management of our
company. Together, Brandon Truaxe and Julio Torres control 6,154,759,000
shareholder votes, which is approximately 99.6% of the possible votes in a vote
by our shareholders.

The issuance of the 12,285,000 preferred shares effectively
gives the control of the management and direction of our company to Brandon
Truaxe, who is also now our president and chief executive officer.

Furthermore Brandon Truaxe holds 200,000 common stock options
and Julio Torres holds 200,000 common stock options. These options can be
exercised for one common share each at a price of $1.00 until they expire on
March 7, 2013 or until they are terminated pursuant to other terms and
conditions of the option agreements, the form of which is attached as an exhibit
to this current report.

35

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Item 13. Certain Relationships and Related Transactions, and
Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended July 31, 2008, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

On March 7, 2008, we completed a share exchange involving,
among others, Brandon Truaxe, the beneficial shareholder of approximately 30% of
our issued and outstanding common shares and Julio Torres, the beneficial
shareholder of approximately 5% of our issued and outstanding common stock.

The share exchange was with the former shareholders of Euoko
Inc.: Brandon C. Truaxe; Julio Torres; and, CMMG Finance Inc. Through this share
exchange, we acquired all of the issued and outstanding shares of Euoko Inc., a
private Canadian company engaged in the business of the development, marketing
and distribution of luxury skin treatments. The letter agreement and the amended
and restated share exchange agreement setting out the terms and conditions of
this share exchange are incorporated by reference as exhibits to this current
report. In consideration for the shares we received, we paid at total of
$145,000 and issued 12,285,000 preferred shares to the former shareholders of
Euoko Inc. (Canada) and we granted 1,500,000 common stock options to Brandon
Truaxe, Michael Basler and Julio Torres as well as eleven other optionees named
by Brandon Truaxe and Julio Torres, the former shareholders of Euoko Inc.
(Canada). The consideration was paid as follows:

- to Brandon Truaxe, $28,000, 12,285,000 preferred shares and 200,000 common
  stock options;
- to CMMG Finance, $110,000;
- to Julio Torres, $7,000 and 200,000 common stock options;
- to Michael Basler 325,000 common stock options; and,
- to named Optionees, 775,000 common stock options.

As a result of the share exchange, Brandon Truaxe, now owns
12,285,000 preferred shares in our company. Each preferred share carries with it
the voting rights of 500 votes per share. The 12,285,000 preferred shares carry
the voting power of 6,142,500,000 common shares. We have 35,100,000 shares of
our common stock, par value $0.001, issued and outstanding. Each common share
carries with it the voting rights of one (1) vote per share. The completion of
the share exchange, including the issuance of the 12,285,000 preferred shares,
effectively gives the control of the management and direction of our company to
Brandon Truaxe, who is also now our president and chief executive officer.

Also pursuant to the share exchange, Julio Torres is now our
vice president and chief innovations officer.

The approximate dollar value of the transaction was $740,785.
This was an exchange of shares plus some additional consideration, the amounts
of which were negotiated between the parties and arrived at as the fair value of
the rights and interests being exchanged. This transaction was reviewed,
approved and ratified by our sole director.

Director Independence

We currently act with two directors, consisting of Brandon
Truaxe and Julio Torres. We have determined that none of our directors is an
independent director as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that

36

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retaining an independent director who would qualify as an
audit committee financial expert would be overly costly and burdensome and is
not warranted in our circumstances given the early stages of our
development.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed
fiscal year ended July 31, 2008 and for fiscal year ended July 31, 2007 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year EndedJuly 31, 2008
    July 31, 2007Audit Fees
    $28,187
    $18,646Audit Related Fees
    $Nil
    $NilTax Fees
    $Nil
    $NilAll Other Fees
    $Nil
    $NilTotal
    $28,187
    $18,646


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

|Exhibit |                                                                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                         
|(3)     | (i) Articles of
      Incorporation; and (ii) Bylaws                                                                                                                                                
|3.1     | Articles of Incorporation (incorporated by reference from
      our Form SB-2 filed on September 21, 2004).                                                                                         
|3.2     | Bylaws (incorporated by reference from our Form SB-2
      filed on September 21, 2004).                                                                                                            
|3.3     | Certificate of Change filed with the Secretary of State
      of Nevada on March 22, 2007 (incorporated by reference from our Current
      Report on Form 8-K filed on March 22, 2007).            
|3.4     | Certificate of Correction filed with the Secretary of
      State of State of Nevada on March 19, 2007 (incorporated by reference from
      our Current Report on Form 8-K filed on March 22, 2007)

37

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|Exhibit |                                                                                                                                                                                                                                 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                     
|3.5     | Articles of Merger
        filed with the Secretary of State of Nevada on May 17, 2007 and which
        is effective May 24, 2007 (incorporated by reference from our Current
        Report on Form 8-K filed on May 25, 2007)
|3.6     | Certificate of Amendment to Articles
        of Incorporation filed with the Nevada Secretary of State on June 22,
        2007 (incorporation by reference from our Current Report on form 8-K filed
        on June 28, 2007) 
|3.7     | Articles of Merger
        filed and effective with the Secretary of State of Nevada on January 10,
        2008 (incorporation by reference from our Current Report on form 8-K filed
        on January 22, 2008).            
|(10)    | Material Contracts                                                                                                                                                                                                              
|10.1    | Letter Agreement
        dated April 5, 2007 (incorporated by reference from our Current Report
        on Form 8-K filed on April 25, 2007).                                                                                   
|10.2    | Amended and Restated Share Exchange
        Agreement (incorporated by reference from our Current Report on Form 8-K
        filed on July 27, 2007)                                                                            
|10.3    | Form of Option
        Agreement (incorporated by reference from our Current Report on Form 8-K
        filed on March 13, 2008)                                                                                                
|10.4    | Lease Agreement                                                                                                                                                                                                                 
|10.5    | Employment agreement
        with Brandon Truaxe (incorporated by reference from our Current Report
        on Form 8-K filed on March 13, 2008)                                                                                
|10.6    | Employment agreement with Michael
        Basler (incorporated by reference from our Current Report on Form 8-K
        filed on March 13, 2008)                                                                                
|10.7    | Loan Agreement
        (incorporated by reference from our Current Report on Form 8-K filed on
        March 13, 2008)                                                                                                          
|10.8    | Share Purchase Agreement between
        Euoko Inc. and CMMG Finance, Inc. (incorporated by reference from our
        Current Report on Form 8-K filed on December 26, 2007).                                                  
|10.9    | Letter between
        the Parties to the Amended and Restated Share Purchase Agreement dated
        November 23, 2007 (incorporated by reference from our Current Report on
        Form 8-K filed on December 26, 2007).     
|(14)    | Code of Ethics                                                                                                                                                                                                                  
|14.1    | Code of Business
        Conduct and Ethics (incorporated by reference from our Annual Report on
        Form 10- KSB filed on April 14, 2004).                                                                                 
|(21)    | Subsidiaries                                                                                                                                                                                                                    
|21.1    | Euoko Inc., a
        Canada corporation 
        Hewitt-Vevey Pharma Sciences Ltd., a Canada corporation 
        Vita Equity Inc., a Canada corporation                                                                       
|(31)    | Section 302 Certification                                                                                                                                                                                                       
|31.1*   | Section
        302 Certification of Brandon Truaxe                                                                                                                                                                             
|(32)    | Section 906 Certification                                                                                                                                                                                                       
|32.1*   | Section
        906 Certification of Brandon Truaxe                                                                                                                                                                             

|* | Filed herewith.
|- | ---------------

38

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

EUOKO GROUP, INC.

|/s/ Brandon Truaxe                      | 
|--------------------------------------- | 
|Brandon Truaxe                          | 
|President, Chief Executive Officer and  | 
|director                                | 
|(Principal Executive Officer, Principal | 
|Financial Officer and Principal         | 
|Accounting Officer)                     | 
|Dated: November 12, 2008                | 

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|/ s/ Brandon
      Truaxe               | 
|--------------------------------------- | 
|Brandon Truaxe                          | 
|President, Chief Executive Officer and  | 
|director                                | 
|(Principal Executive Officer, Principal | 
|Financial Officer and Principal         | 
|Accounting Officer)                     | 
|Dated: November 12, 2008                | 
|                                        | 
|                                        | 
|                                        | 
|/s/Julio
      Torres                   | 
|Julio Torres                            | 
|Director                                | 
|Dated: November 12, 2008                | 

39

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