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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 endedJuly 31, 2009

[   ]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 
  ActYes [   ]    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 whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-K (§229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was 
  required to submit and post such files). Yes [   ]  
   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 22, 2009 was $1,370,460 based on
a $0.06 closing price for the Common Stock on October 22, 2009. For purposes of
thiscomputation, 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 22, 2009

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item
      1.     | Business                                                                                                                 | 4 
|----------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|                  |                                                                                                                          |   
|Item
      1A.    | Risk
      Factors                                                                                                       | 17
|                  |                                                                                                                          |   
|Item
      1B.    | Unresolved
      Staff Comments                                                                                          | 20
|                  |                                                                                                                          |   
|Item
      2.     | Properties                                                                                                               | 20
|                  |                                                                                                                          |   
|Item
      3.     | Legal
      Proceedings                                                                                                  | 20
|                  |                                                                                                                          |   
|Item
      4.     | Submission
      of Matters to a Vote of Security Holders                                                                | 20
|                  |                                                                                                                          |   
|Item
      5.     | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 21
|                  |                                                                                                                          |   
|Item
      6.     | Selected
      Financial Data                                                                                            | 22
|                  |                                                                                                                          |   
|Item
      7.     | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 22
|                  |                                                                                                                          |   
|Item
      7A.    | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 27
|                  |                                                                                                                          |   
|Item
      8.     | Financial
      Statements and Supplementary Data                                                                        | 27
|                  |                                                                                                                          |   
|Item
      9.     | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 29
|                  |                                                                                                                          |   
|Item
      9A(T). | Controls
      and Procedures                                                                                            | 29
|                  |                                                                                                                          |   
|Item
      9B.    | Other
      Information                                                                                                  | 30
|                  |                                                                                                                          |   
|Item
      10.    | Directors,
      Executive Officers and Corporate Governance                                                             | 30
|                  |                                                                                                                          |   
|Item
      11.    | Executive
      Compensation                                                                                             | 33
|                  |                                                                                                                          |   
|Item
      12.    | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 36
|                  |                                                                                                                          |   
|Item
      13.    | Certain
      Relationships and Related Transactions, and Director Independence                                          | 37
|                  |                                                                                                                          |   
|Item
      14.    | Principal
      Accounting Fees and Services                                                                             | 37
|                  |                                                                                                                          |   
|Item
      15.    | Exhibits,
      Financial Statement Schedules                                                                            | 38

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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.

On December 19, 2008, we entered into an amendment agreement to
amend an executive agreement dated October 24, 2006 between our company and our
president, Brandon C. Truaxe. The amendment agreement provides for certain
amendments to the executive agreement including, but not limited to, the removal
of certain employment exclusivity restrictions placed on Mr. Truaxe.

On December 22, 2008, we entered into a term loan agreement
between our company, Euoko Inc., Hewitt-Vevey Pharma Sciences Ltd. and CMMG
Finance Inc. for a loan of up to Cdn$5,950,000. This facility replaced all
existing financing arrangements with CMMG and was used to pay existing
outstanding amounts to CMMG, as well as to provide growth financing. The credit
is available for draw down for a period of 5 years from the effective date in
amounts no more than Cdn$250,000 in any one calendar month. Interest on draw
down amounts shall accrue at the rate of 3.95% per annum. In addition to
interest payable, a royalty fee of 4.95% of all net sales revenue of our company
must be paid annually to a maximum of Cdn$3,000,000 per year and a cumulative
maximum of Cdn$15,000,000 over the term of the loan agreement.

Subsequent to July 31, 2009, we received additional funds under
the terms of our loan agreement with CMMG Finance (controlled by a shareholder)
in the amount of $812,088 ($875,000 CDN).

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

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

In our current five product lines, we offer twenty-six 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), the recently-released Eye
Contour Nanolift (0.5 oz/15 ml for US$300), Cellular Energy Radiance Cream
(1.7oz. /50ml for US$170) and Blueprint Resculpting Cream (1.7oz. /50ml for
US$180).

Our products are currently sold in premium retail channels
worldwide including partnerships with such retailers as Barneys New York, Saks
Fifth Avenue, Bergdorf Goodman, Neiman Marcus, Bliss, Harrods (London),
Printemps (France), La Rinascente (Italy) and Lane Crawford (Hong Kong). We
opened a brand-owned and managed flagship retail store in Toronto in July, 2009
and will be opening another flagship store in Vancouver in November, 2009.

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.

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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.

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.

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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.

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.

Fractional Neck Lift Concentrate

This multi-faceted treatment offers maximum effort against
signs of aging in the neck and décolleté area, including sagginess, surface
irregularities, horizontal wrinkles and unbalanced adipose distribution.

With Galacturonic Acids, Cucurbita Pepo Protein Fractions from
France, Discovered-on-Mars Iron Rose Crystal from Effusive Magma Rock in
Hydrothermal Seams, Pseudoalteromonas Ferment Extract from Spain, Bi-Linked
Dipeptides from Switzerland, World-Renowned Matrixyl 3000 from France, Extracts
of Terminalia Catappa,

8

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Sambucus Nigra, Castanea Vulgaris and Shiitake, Tripeptide-10
Citrulline, Tetrapeptide-11, Oligosaccharides, wheat and soy proteins from
Spain, as well as Pseudoalteromonas Ferment Extract from Spain.

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.

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.

9

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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.

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.

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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.

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.

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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.

Our Hewitt-Vevey Pharma Sciences Product Offering:

Complex31

Complex31 is an anti-aging treatment that stabilizes 23% pure
L-Ascorbic Acid with 2 peptides to counteract all aspects of skin-aging. The
website, www.complex31.com, offers complete details about this product.

Distribution Methods Of Our Products Or Services

We are now represented in at least fifteen countries. Our
current retail partners include Barneys New York, Bergdorf Goodman, Saks Fifth
Avenue and Bliss World in the U.S.A., La Rinascente in Italy, Sccube in
Singapore and Harrods and Liberty in the U.K. Our current distribution
representation includes such countries as Spain, Germany, France, Bulgaria and
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 currently distribute our Hewitt-Vevey products through The
Shopping Channel and our website www.complex31.com .

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
thirty-five (135) active ingredients from around the world in the highest
concentrations possible. Additionally, our

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

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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 marketing and advertising efforts are designed to attract
an exclusive class of customers who demand quality and clarity in communication.
Our efforts in the past have included prominent advertisements in:

- 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), Four Seasons Magazine
  (International), Harrods Magazine (UK), Liberty Magazine (UK), Barneys
  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 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 featured
  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 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.

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Hewitt-Vevey products offer pricing that targets a mass
consumer market and aims 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;
- 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,

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- 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, 2009, we had sixteen (16) 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

The audited financial statements for the year end July
31, 2009, states that there is a substantial doubt that we will be able to
continue as a going concern and our independent certified public accountant
added an emphasis paragraph to this report.

The accompanying consolidated financial statements contemplates
continuation of the Company as a going concern. We had a net loss of $1,991,053
for the year ended July 31, 2009, and as of July 31, 2009 we had a stockholders
deficiency of $5,771,662. These matters raise substantial doubt about our
companys ability to continue as a going concern. Managements plan is to
attempt to raise additional capital until such time as our 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 our company, which in turn is dependent
upon our ability to meet our financial requirements, raise additional capital,
and the success of our future operations. Our 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 our 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 States 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

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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.

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 & chief executive officer
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

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meet our standards or other unauthorized products could end up
in the marketplace without our knowledge, which could harm our reputation in the
marketplace.

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

19

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securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our common stock.

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

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

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

Other than as set out below, 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.

On or about April 1, 2008, our company and Search Toppers.com,
L.L.C. entered into a Master Services Agreement, under which Search Toppers
would provide internet marketing services to our company. On January 27, 2009,
Search Toppers filed a Complaint against our company in the Superior Court of
Arizona, County of Maricopa, alleging claims for breach of contract and unjust
enrichment against Euoko, with respect to events alleged to have occurred
relating to the Master Services Agreement. We did not feel that the action had
any merit or would have any material impact on our operations, and so did not
defend the action at the time, and on May 26, 2009, judgments were entered
against our company in the lawsuit, for $197,500.00 in damages and $3,999.25 in
attorneys fees to Search Toppers.

On August 20, 2009, we entered into a settlement agreement and
mutual release with Search Toppers.com, L.L.C. in connection with a complaint
filed against our company in the Superior Court of Arizona, County of Maricopa,
which complaint alleged claims for breach of contract and unjust enrichment
against our company, with respect to events alleged to have occurred relating to
a master services agreement. Search Toppers.com has accepted a previous payment
by our company in the amount of $101,000 as satisfaction of all judgments
against our company and has filed with the Superior Court of Arizona,
Satisfactions of the Judgments as of August 24, 2009.

Our company has denied and continues to deny the claims alleged
in the lawsuit by Search Toppers.

20

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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:

National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter Ended
    High
    LowJuly 31, 2009
    $0.09
    $0.055April 31, 2009
    $0.08
    $0.055January 31, 2009
    $0.40
    $0.20October 31, 2008
    $1.25
    $0.40July 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
    $0.76


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

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 22, 2009, the shareholders' list showed 14
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.

21

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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, 2009 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, 2009.

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, 2009.

Item 6.     Selected Financial Data

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

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

The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended July 31,
2009 and July 31, 2008 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this annual report, particularly in the section entitled
"Risk Factors" beginning on page 16 of this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Cash Requirements

Over the next twelve months we intend to use any funds that we
may have available to fund our operations and research and development.

Not accounting for our working capital deficiency of $47,488 as
of July 31, 2009, we require additional funds of approximately $2,000,000 at a
minimum to proceed with our plan of operation over the next twelve months,
exclusive of any research and development costs. As we do not have the funds
necessary to cover our projected operating expenses for the next twelve month
period, we will be required to raise additional funds through the issuance of
equity securities, through loans or through debt financing. There can be no
assurance that we will be successful in raising the required capital or that
actual cash requirements will not exceed our estimates. We intend to fulfill any
additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year
ended July 31, 2009. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. As we had cash in the amount of $89,219 and
a working capital deficiency in the amount of $47,488 as of July 31, 2009, we do
not have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We plan to complete debt financings and/or
private placement sales of our common stock in order to raise the funds
necessary to pursue our plan of operation and to fund our working capital
deficit in order to enable us to pay our accounts payable and accrued
liabilities. We currently do not have any arrangements in place for the
completion of any debt financings or private placement financings and there is
no assurance that we will be successful in completing any debt financing or
private placement financing. Our success or failure will be determined by what
we find.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending July 31, 2010.

22

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Research and Development

We estimate that we will spend approximately $10,000 per month
on research and development over the twelve months ending July 31, 2010.

Results of Operations for the Years Ended July 31, 2009 and
2008

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
July 31, 2009 and 2008.

Our operating results for the years ended July 31, 2009 and 2008
  are summarized as follows:

Year EndedJuly 312009
      
      
      2008Sales
      $
      1,456,979
      
      $
      1,145,575Cost of Sales
      
      357,483
      
      
      440,814Operating Expenses
      $
      2,916,427
      
      $
      5,125,885Net Loss from Operations
      $
      1,816,931
      
      $
      4,421,124


Sales

Our sales for the year ended July 31, 2009 were $1,456,979,
compared to our sales for the year ended July 31, 2008, which were $1,145,575,
representing approximately a 27% increase. The increase in sales is because our
brand has become more established in the premium retail channels including the
addition of new third-party distributors and the introduction of new products .

We expect sales to continue to grow at a similar rate of
increase as we increase and further establish our presence within the premium
retail channels and as we add more brand managed stores.

Cost of Sales

Our cost of sales for the year ended July 31, 2009 was $357,483
(25% of product sales), compared to our cost of sales for the year ended July
31, 2008, which was $440,814 (38% of product sales). The decrease in our dollar
cost of sales is mainly due to the reduction of outbound shipping costs because
of the consolidation of shipments to distributors and retailers in 2009 versus
individual shipments to on-line customers in 2008 and a large, low-margin
promotional sale in 2008. 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.

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, 2009, our total operating expenses
were $2,916,427 as compared to $5,125,885 for the year ended July 31, 2008. The
decrease in operating expenses is primarily due to a decrease in stock-based
compensation of $1.5 million and marketing expenses of $0.6 million.

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.

23

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Liquidity and Financial Condition

Working CapitalAt July 31,
    
    
    At July 31,2009
    
    
    2008Current Assets
    $
    785,192
    
    $
    813,766Current Liabilities
    $
    832,680
    
    $
    637,078Working Capital
    $
    (47,488
    )
    $
    176,688


Cash FlowsAt July 31,
    
    
      At July 31,2009
    
    
      2008Net Cash (Used in) Operating
      Activities
    $
      (1,812,070
    )
    $
      (2,946,854
    )Net Cash Provided by (Used In) Investing
      Activities
    $
      (47,137
    )
    $
      (16,054
    )Net Cash Provided by
      Financing Activities
    $
      1,544,975
    
    $
      3,039,709Effect of Exchange Rate Changes
    $
      190,213
    
    $
      (9,504
    )Increase In Cash During
      The Period
    $
      (124,019
    )
    $
      67,297


We had cash and cash equivalents in the amount of $89,219 as of
July 31, 2009 as compared to $213,238 as of July 31, 2008. We had a working
capital deficit of $47,488 as of July 31, 2009 compared to working capital
surplus of $176,688 as of July 31, 2008.

Our principal source of funds has been cash flows from
borrowings under term loan agreements. At July 31, 2009, we had loans payable of
$5,812,128 compared with $4,052,890 at July 31, 2008.

Future Financings

As at July 31, 2009, we had exceeded our available funding by
$312,395 CDN ($289,933 US) under a term loan agreement with a related party. As
of October 22, 2009 additional borrowings of $875,000 CDN ($812,088 US) had been
issued. The lender has allowed the excess of borrowings above the loan agreement
to take place under the same conditions as the existing loan agreement while a
new loan agreement is being negotiated. The funding the current lender is making
available to us will allow us to meet our current cash requirements over the
next three months. 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, 2009, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure by our independent
auditors.

24

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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

Our 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 our product.

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.

Accounts Receivable

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

Our 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, 2009 and July 31, 2008 the allowance for uncollectible
trade receivables was $4,641 and $0, respectively.

Stock-based Compensation

We periodically issue stock options and warrants to employees
and non-employees in non-capital raising transactions for services and for
financing costs. We adopted SFAS No. 123R, Accounting for Stock-Based
Compensation effective January 1, 2006, and are 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 remain unvested on the effective date. We account 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 whereby the fair value of the stock
compensation is based on the measurement date as determined at 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 instrument is complete.

25

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We recognize compensation cost for equity-based compensation
for all new or modified grants issued after December 31, 2005. In addition,
commencing January 1, 2006, we recognized the unvested portion of the grant date
fair value of awards issued prior to adoption of SFAS No. 123R based on the fair
value previously calculated for disclosure purposes over the remaining vesting
period of the outstanding stock options and warrants.

We estimate the fair value of stock options pursuant to SFAS
No. 123R using the Black-Scholes option-pricing model, which was developed for
use in estimating the fair value of options that have no vesting restrictions
and are fully transferable. This model requires the input of subjective
assumptions, including the expected price volatility of the underlying stock and
the expected life of stock options. Projected data related to the expected
volatility of stock options is based on the average volatility of the trading
prices of comparable companies and the expected life of stock options is based
upon the average term and vesting schedules of the options. Changes in these
subjective assumptions can materially affect the fair value of the estimate, and
therefore the existing valuation models do not provide a precise measure of the
fair value of our employee stock options.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165 Subsequent Events
(SFAS 165). SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 sets
forth (1) The period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (2) The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 is effective for interim or
annual financial periods ending after June 15, 2009. The adoption of this
statement did not have a material effect on our companys financial statements.

In June 2009, the FASB issued SFAS No. 168 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles a replacement of FASB Statement No. 162. The FASB Accounting
Standards Codification (Codification) will be the single source of
authoritative nongovernmental U.S. generally accepted accounting principles.
Rules and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is
effective for interim and annual periods ending after September 15, 2009. All
existing accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Codification is not expected to have a significant impact on our companys
financial statements.

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.

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

26

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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

27

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EUOKO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTSAS OF JULY 31, 2009 AND 2008

---

EUOKO GROUP, INC. AND SUBSIDIARIES





CONTENTS

|PAGE | F2     | REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM                                                             
|---- | ------ | -------------------------------------------------------------------------------------------------------------------
|     |        |                                                                                                                    
|PAGE | F3     | CONSOLIDATED
      BALANCE SHEETS AS OF JULY 31, 2009 AND JULY 31, 2008                                            
|     |        |                                                                                                                    
|PAGE | F4     | CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JULY
      31, 2009 AND 2008
|     |        |                                                                                                                    
|PAGE | F5     | CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS DEFICIENCY FOR THE YEARS ENDED JULY 31, 2009
      AND 2008         
|     |        |                                                                                                                    
|PAGE | F6     | CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2009 AND 2008                             
|     |        |                                                                                                                    
|PAGE | F7-F16 | NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JULY 31, 2009                                               

F1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors Euoko Group Inc. and
Subsidiaries

We have audited the consolidated balance sheets of Euoko Group
Inc. (the Company) and Subsidiaries as of July 31, 2009 and 2008, 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 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 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 consolidated financial
position of Euoko Group Inc and Subsidiaries as of July 31, 2009 and 2008 and
the consolidated 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, 2009. 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 and Company, P.A

October 20, 2009 Los Angeles, California

F2

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**EUOKO GROUP, INC. AND SUBSIDIARIES**CONSOLIDATED BALANCE SHEETSAS OF JULY 31, 2009 AND
JULY 31, 2008

|ASSETS                                                                                |  
|------------------------------------------------------------------------------------- | -
|                                                                                      |  
|                                                                                      |  
|                                                                                      |  
|CURRENT ASSETS                                                                        |  
|Cash                                                                                  | $
|Accounts receivable, net of allowance of
      $4,641 and $0                          |  
|Sales tax receivable                                                                  |  
|Income tax receivable                                                                 |  
|Prepaid expenses and deposits                                                         |  
|Inventories                                                                           |  
|Total current assets                                                                  |  
|                                                                                      |  
|Property and equipment, net                                                           |  
|                                                                                      |  
|Total Assets                                                                          | $
|                                                                                      |  
|                                                                                      |  
|LIABILITIES AND
      STOCKHOLDERS DEFICIENCY                                        |  
|                                                                                      |  
|CURRENT LIABILITIES                                                                   |  
|Accounts payable and accrued liabilities                                              | $
|Settlement payable                                                                    |  
|Deferred revenue                                                                      |  
|Due to stockholder                                                                    |  
|Total current liabilities                                                             |  
|                                                                                      |  
|Loans payable to related party                                                        |  
|                                                                                      |  
|Total liabilities                                                                     |  
|                                                                                      |  
|COMMITMENTS AND CONTINGENCIES                                                         |  
|                                                                                      |  
|STOCKHOLDERS DEFICIENCY                                                              |  
|                                                                                      |  
|Preferred stock, $.001 par value, 100,000,000 shares
      authorized,                |  
|12,285,000 shares issued and outstanding                                              |  
|Common stock, $.001 par value, 130,000,000 shares
      authorized, 35,100,000 shares |  
|issued and outstanding                                                                |  
|Additional paid-in capital                                                            |  
|Accumulated other comprehensive gain (loss)                                           |  
|Accumulated deficit                                                                   |  
|Total stockholders
      deficiency                                                  |  
|                                                                                      |  
|Total liabilities
      and stockholders deficiency                                  | $

F3

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EUOKO GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JULY 31,
2009 AND 2008

|                                                             |   | Years
      Ended |  
|------------------------------------------------------------ | - | ----------------- | -
|                                                             |   | July 31, 2009     |  
|                                                             |   |                   |  
|Sales                                                        | $ | 1,456,979         |  
|                                                             |   |                   |  
|Cost of sales                                                |   | 357,483           |  
|                                                             |   |                   |  
|Gross profit                                                 |   | 1,099,496         |  
|                                                             |   |                   |  
|Operating expenses                                           |   |                   |  
|(including stock-based compensation of                       |   |                   |  
|$1,543,500 for the year ended                                |   |                   |  
|July 31, 2008)                                               |   | 2,916,427         |  
|                                                             |   |                   |  
|Loss from operations                                         |   | (1,816,931        | )
|                                                             |   |                   |  
|Reverse merger costs                                         |   | -                 |  
|                                                             |   |                   |  
|Interest expense                                             |   | 174,122           |  
|                                                             |   |                   |  
|Net loss before income tax                                   |   | (1,991,053        | )
|                                                             |   |                   |  
|Provision for income tax                                     |   | -                 |  
|                                                             |   |                   |  
|Net loss                                                     |   | (1,991,053        | )
|                                                             |   |                   |  
|Other comprehensive income                                   |   |                   |  
|Foreign currency translation
      adjustment                |   | 26,774            |  
|                                                             |   |                   |  
|Comprehensive loss                                           | $ | (1,964,279        | )
|                                                             |   |                   |  
|Net loss per share, basic and diluted                        | $ | (0.06             | )
|                                                             |   |                   |  
|Weighted average shares outstanding, basic
      and diluted |   | 35,100,000        |  

F4

---

EUOKOGROUP,INC. ANDSUBSIDIARIESCONSOLIDATEDSTATEMENTOFSTOCKHOLDERSDEFICIENCYFOR THEYEARSENDEDJULY 31, 2009 AND
2008

|                                                        | Preferred  |  |   |           |  |  | Common     |  |   |        |  |   |            |   |   |             |   |   | Accumulated   |   |   |            |  
|------------------------------------------------------- | ---------- |  | - | --------- |  |  | ---------- |  | - | ------ |  | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                                        | stock      |  |   | Preferred |  |  | stock      |  |   | Common |  |   | Additional |   |   |             |   |   | Other         |   |   |            |  
|                                                        | number     |  |   | stock     |  |  | number     |  |   | stock  |  |   | paid-in    |   |   | Accumulated |   |   | Comprehensive |   |   |            |  
|                                                        | of shares  |  |   | amount    |  |  | of shares  |  |   | amount |  |   | capital    |   |   | deficit     |   |   | loss          |   |   | Total      |  
|                                                        |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|BALANCE, AUGUST 1,
      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 | )
|                                                        |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|Contributed interest costs                              | -          |  |   | -         |  |  | -          |  |   | -      |  |   | 1,515      |   |   | -           |   |   | -             |   |   | 1,515      |  
|                                                        |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|Foreign currency translation
      adjustment           |            |  |   |           |  |  | -          |  |   | -      |  |   | -          |   |   | -           |   |   | 26,774        |   |   | 26,774     |  
|                                                        |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|Net loss                                                |            |  |   |           |  |  | -          |  |   | -      |  |   | -          |   |   | (1,991,053  | ) |   | -             |   |   | (1,991,053 | )
|                                                        |            |  |   |           |  |  |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |            |  
|BALANCE, JULY 31,
      2009                            | 12,285,000 |  | $ | 12,285    |  |  | 35,100,000 |  | $ | 35,100 |  | $ | 1,736,606  |   | $ | (7,567,885  | ) | $ | 12,232        |   | $ | (5,771,662 | )

F5

---

EUOKO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE
YEARS ENDED JULY 31, 2009 AND 2008

|                                                                  |   | July
      31, |   |   | July 31,   |  
|----------------------------------------------------------------- | - | -------------- | - | - | ---------- | -
|                                                                  |   | 2009           |   |   | 2008       |  
|                                                                  |   |                |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                              |   |                |   |   |            |  
|Net loss                                                          | $ | (1,991,053     | ) | $ | (4,713,078 | )
|Adjustments to
      reconcile net loss to net cash used in       |   |                |   |   |            |  
|operating activities:                                             |   |                |   |   |            |  
|Depreciation and
      Amortization                               |   | 24,249         |   |   | 27,831     |  
|Stock-based compensation                                          |   | -              |   |   | 1,543,500  |  
|Reverse merger costs                                              |   | -              |   |   | 194,812    |  
|Goodwill impairment loss                                          |   | -              |   |   | 61,731     |  
|Salaries, fees, and
      interest expense contributed to capital |   | 1,515          |   |   | 27,298     |  
|Changes in operating assets and
      liabilities:                |   |                |   |   |            |  
|Accounts receivable                                               |   | (1,974         | ) |   | (295,405   | )
|Sales tax receivable                                              |   | (20,659        | ) |   | 44,518     |  
|Income tax receivable                                             |   | 4,179          |   |   | 12,344     |  
|Prepaid expenses                                                  |   | (2,337         | ) |   | 1,698      |  
|Inventories                                                       |   | (112,939       | ) |   | 27,669     |  
|Accounts payable and accrued liabilities                          |   | 286,085        |   |   | 119,222    |  
|Deferred revenue                                                  |   | 864            |   |   | 1,006      |  
|Net cash used in operating
      activities                       |   | (1,812,070     | ) |   | (2,946,854 | )
|                                                                  |   |                |   |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                              |   |                |   |   |            |  
|Purchase of Property
      and equipment                          |   | (47,137        | ) |   | (16,054    | )
|Net cash used in investing activities                             |   | (47,137        | ) |   | (16,054    | )
|                                                                  |   |                |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                              |   |                |   |   |            |  
|Due to
      stockholders                                         |   | (64,278        | ) |   | 99,640     |  
|Proceeds from related party
      loans                           |   | 1,609,253      |   |   | 2,987,590  |  
|Distributions on
      reverse merger                             |   | -              |   |   | (47,521    | )
|Net
      cash provided by financing activities                   |   | 1,544,975      |   |   | 3,039,709  |  
|                                                                  |   |                |   |   |            |  
|Effect of exchange rate changes                                   |   | 190,213        |   |   | (9,504     | )
|                                                                  |   |                |   |   |            |  
|NET INCREASE (DECREASE) IN CASH                                   |   | (124,019       | ) |   | 67,297     |  
|                                                                  |   |                |   |   |            |  
|CASH, BEGINNING OF PERIOD                                         |   | 213,238        |   |   | 145,941    |  
|                                                                  |   |                |   |   |            |  
|CASH, END OF PERIOD                                               | $ | 89,219         |   | $ | 213,238    |  
|                                                                  |   |                |   |   |            |  
|Supplemental cash flow information                                |   |                |   |   |            |  
|Cash paid for income taxes                                        | $ | -              |   | $ | 1,722      |  
|                                                                  |   |                |   |   |            |  
|Cash paid for interest                                            | $ | -              |   | $ | 331        |  

F6

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

|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 was recorded as a cost of the reverse
merger.

Basis of Presentation

The accompanying consolidated
financial statements of the Company for years ended July 31, 2009 and 2008 have
been prepared in accordance with accounting principles generally accepted in the
United States of America and include the accounts of the Company and its wholly
owned subsidiaries Euoko Inc., Hewitt-Vevey Pharma Sciences Ltd. and Vita Equity
Inc. (Canada). Intercompany balances and transactions have been eliminated in
consolidation.

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
$1,991,053 for the year ended July 31, 2009, and as of July 31, 2009 the Company
had a stockholders deficiency of $5,771,662. 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 or debt financing 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.

F7

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

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, 2009 and July 31, 2008 the allowance for
uncollectible trade receivables was $4,641 and $0, respectively.

Fair Value of Financial Instruments

Effective August 1, 2008, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. This statement defines fair value for certain financial and
nonfinancial assets and liabilities that are recorded at fair value, establishes
a framework for measuring fair value, and expands disclosure about fair value
measurements. This guidance applies to accounting pronouncements that require or
permit fair value measurements. On February 12, 2008, the FASB finalized FASB
Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157. This
staff position delays the effective date of SFAS No. 157 for nonfinancial assets
and liabilities to fiscal years beginning after November 15, 2008 and interim
periods within those fiscal years, except for those items that are recognized or
disclosed at fair market value in the financial statements on a recurring basis
(at least annually). The adoption of SFAS No. 157 had no effect on the Companys
consolidated financial position or results of operations.

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, Accounting for Stock-Based
Compensation, 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.

F8

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

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.

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, 2009 and 2008 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

The Companys functional currency is
Canadian dollars. 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.

Concentration of Credit
Risk

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

F9

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

The Company places its cash with high
quality financial institutions and does not anticipate incurring any losses
related to this credit risk. As of July 31, 2009, cash includes $22,461
denominated in Canadian dollars.

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, 2009, one
customer accounted for 17% of sales. There were no other customers that
accounted for more than 10% of sales. For the year ended July 31, 2008, two
customers accounted for 15% and 14% respectively. No other customers accounted
for more than 10% of sales. As of July 31, 2009, three customers accounted for
41%, 15%, and 15% respectively of accounts receivable. As of July 31, 2008, five
customers accounted for 29%, 13%, 13%, 10% and 10% respectively of accounts
receivable.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No.
165 Subsequent Events (SFAS 165). SFAS 165 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. SFAS
165 sets forth (1) The period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, (2)
The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 is effective for interim or
annual financial periods ending after June 15, 2009. The adoption of this
statement did not have a material effect on the Companys financial statements.

In June 2009, the FASB issued SFAS No.
168 The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles a replacement of FASB Statement No. 162. The
FASB Accounting Standards Codification (Codification) will be the single
source of authoritative nongovernmental U.S. generally accepted accounting
principles. Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. SFAS 168 is effective for interim and annual periods ending after
September 15, 2009. All existing accounting standards are superseded as
described in SFAS 168. All other accounting literature not included in the
Codification is nonauthoritative. The Codification is not expected to have a
significant impact on the Companys financial statements.

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

F10

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

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.

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

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

Inventories consist of the following:

| |                 |   | July 31, |  |   | July 31, | 
| | --------------- | - | -------- |  | - | -------- | 
| |                 |   | 2009     |  |   | 2008     | 
| |                 |   |          |  |   |          | 
| | Raw materials   | $ | 93,430   |  | $ | 120,108  | 
| | Work in process |   | 105,123  |  |   | 10,512   | 
| | Finished goods  |   | 173,232  |  |   | 139,191  | 
| |                 | $ | 371,785  |  | $ | 269,811  | 

|**NOTE 3** | PROPERTY AND EQUIPMENT                                
|---------- | ------------------------------------------------------
|           |                                                       
|           | Property and equipment consist of
      the following:

| |                               |   | July 31, |   |   | July 31, |  
| | ----------------------------- | - | -------- | - | - | -------- | -
| |                               |   | 2009     |   |   | 2008     |  
| |                               |   |          |   |   |          |  
| | Office equipment              | $ | 25,040   |   | $ | 23,494   |  
| | Computer equipment            |   | 39,927   |   |   | 38,645   |  
| | Laboratory equipment          |   | 5,590    |   |   | 5,883    |  
| | Leasehold improvements        |   | 83,415   |   |   | 41,094   |  
| |                               |   |          |   |   |          |  
| |                               |   | 153,972  |   |   | 109,116  |  
| | Less accumulated depreciation |   | (66,018  | ) |   | (41,812  | )
| |                               | $ | 87,954   |   | $ | 67,304   |  

|       | Depreciation expense was $24,249 and $27,831 for the
      years ended July 31, 2009 and July 31, 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | At July 31, 2008, the Company had an outstanding Loan
      payable of $2,929,800 to CMMG which was secured by a promissory note, bore
      interest at 3.95% per annum payable at maturity, and was due on October
      23, 2011. The loan agreement allowed for the Company to borrow up to
      $3,000,000 CDN ($2,784,300 US). In addition to interest, the Company was
      to pay to the lender an introduction fee based on 2.35% of all gross
      revenues of Euoko Inc. (Canada), payable annually, to a maximum amount of
      $5,000,000 CDN ($4,640,000 US). The introduction fee was deferred by the
      lender to an effective start

F11

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

date of February 1, 2008. The company
borrowed $2,784,351 and accrued $194,589 of interest against this loan through
December 22, 2008 at which time the combined amount of $2,978,940 was converted
into a new facility with CMMG. (see below).

On April 14, 2008, the Company entered
into an amended loan agreement to increase the credit facility above from $3
million CDN to $4.5 million CDN, increase the interest rate from 3.95% to 11%
per annum on all sums drawn after the amendment. The Company borrowed $835,290
and accrued $16,185 of interest against this loan through December 22, 2008 at
which time the combined amount of $851,475 was converted into a new facility
with CMMG. (see below).

At July 31, 2008, the Company had an
outstanding Loan payable of $1,123,090 which was secured by a promissory note,
bore interest at 1.25% per annum payable at maturity, due October 23, 2011. The
loan agreement allowed for the Company to borrow up to $1,150,000 CDN
($1,067,315 US). The Company recorded additional interest expense of $905 for
the three months ended October 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. The Company borrowed $1,067,264 and accrued $7,614 of interest
against this loan through December 22, 2008 at which time the combined amount of
$1,074,878 was converted into a new facility with CMMG. (see below)

On December 22, 2008, the Company and
CMMG agreed to convert the above loans due in an aggregate amount of $4,686,905
plus accrued interest of $218,388 into a new loan which is secured by a
promissory note, bears interest at 3.95% per annum payable annually. The loan
agreement allows for the Company to borrow up to $5,950,000 CDN ($5,552,195 US).
The loan is repayable $3,000,000 CDN ($2,784,300 US) on October 23, 2011,
$1,150,000 CDN ($1,067,315 US) on March 16, 2013 and all remaining balances on
expiration of the credit term on December 21, 2013. In addition to interest, the
Company must pay to the lender a royalty fee based on 4.95% of all net sales
revenues of Euoko Group Inc., payable annually, to a maximum of $3,000,000 CDN
($2,784,300 US) per year and a cumulative maximum amount of $15,000,000 CDN
($13,921,500 US) over the term of the loan agreement. During 2009, the Company
made additional borrowing of $906,835 under the loan. As of July 31, 2009 the
aggregate amounts due under this note payable were $5,812,128.

As at July 31, 2009, we had exceeded
our available funding by $312,395 CDN ($289,933 US) under a term loan agreement
with a related party. As of October 22, 2009 additional borrowings of $875,000
CDN ($812,088 US) had been issued. The lender has allowed the excess of
borrowings above the loan agreement to take place under the same conditions as
the existing loan agreement while a new loan agreement is being negotiated. The
funding the current lender is making available to us will allow us to meet our
current cash requirements over the next three months. 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.

Amounts recorded for interest expense
owing related to the above loans for the year ended July 31, 2009 and July 31,
2008 were $174,122 and $88,980 respectively. Amounts recorded for royalty /
introduction fees related to the above loans for the year ended July 31, 2009
and July 31, 2009 were $72,760 and $26,974 respectively.

F12

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

Future payments under loan to a
related party are as follows:

Years ending
    
    AmountJuly 31,2010
    $
    -2011
    
    -2012
    
    2,784,3002013
    
    1,067,315Thereafter
    
    1,960,513Total
    $
    5,812,128


|NOTE 5 | STOCK OPTIONS                                                
|------ | -------------------------------------------------------------
|       |                                                              
|       | As at July 31, 2009 options
      outstanding are as follows:

WeightedNumber of
    
    
    AverageOptions
    
    
    Exercise PriceBalance at August 1, 2007
    
    1,500,000
    
    $
    1.00Granted
    
    -
    
    
    -Exercised
    
    -
    
    
    -Cancelled
    
    -
    
    
    -Balance at July 31 2008
    
    1,500,000
    
    $
    1.00Granted
    
    -
    
    
    -Exercised
    
    -
    
    
    -Cancelled
    
    -
    
    
    -Balance at July 31, 2009
    
    1,500,000
    
    $
    1.00


As at July 31, 2009, all of the
options were exercisable and the intrinsic value of the 1,500,000 vested options
was $0.

F13

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

|NOTE 6 | INCOME TAXES
|------ | ------------

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

| |                                                         |  | July 31, 2009 |   |  | July 31, 2008 |  
| | ------------------------------------------------------- |  | ------------- | - |  | ------------- | -
| |                                                         |  |               |   |  |               |  
| |                                                         |  |               |   |  |               |  
| | Tax expense at the U.S. statutory income
      tax rate |  | 34%           |   |  | 34%           |  
| | Foreign rate differential                               |  | -             |   |  | (6%           | )
| | Non-deductible and other items                          |  | (1%           | ) |  | (13%          | )
| | Valuation allowance                                     |  | (33%          | ) |  | (15%          | )
| | Effective income tax rate                               |  | -             |   |  | -             |  

Significant components of the
Companys deferred income tax assets at July 31, 2009 and July 31, 2008 are as
follows:

| |                                  |   | July 31, 2009 |   |   | July 31, 2008 |  
| | -------------------------------- | - | ------------- | - | - | ------------- | -
| |                                  |   |               |   |   |               |  
| |                                  |   |               |   |   |               |  
| | Deferred income tax asset:       |   |               |   |   |               |  
| | Net operating loss carry forward | $ | 1,727,009     |   | $ | 1,215,691     |  
| | Valuation allowance              |   | (1,727,009    | ) |   | (1,215,691    | )
| | 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 $374,930 at July 31, 2009 are being
carried forward. The net operating loss carry forwards expire at various dates
through 2028 for federal purposes.

As of July 31, 2009, Canadian
operations had net operating loss carry forwards totaling approximately
$4,717,992 expiring at various dates through 2028.

The Company has 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,
2009, 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, 2009, the Company has no accrued interest or penalties related to
uncertain tax positions.

F14

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  FOR THE YEARS ENDED JULY 31, 2009 AND 2008

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.

|NOTE 7 | RELATED PARTY TRANSACTIONS
|------ | --------------------------

The Company utilized the consulting
services of one of its stockholders resulting in fees paid totaling $104,314 and
$114,567 for the years ended July 31, 2009 and 2008, respectively.

The Company utilized the advertising
services of a magazine owned by one of its stockholders resulting in advertising
fees paid totaling $31,916 and $118,955 for the years ended July 31, 2009 and
2008, 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, 2009 and 2008 the
amounts due these stockholders was $50,622 and $130,786 respectively.

|NOTE 8 | SEARCH TOPPERS.COM L.L.C.
      SETTLEMENT AGREEMENT
|------ | ----------------------------------------------------

On or about April 1, 2008, our company
and Search Toppers.com, L.L.C. entered into a Master Services Agreement, under
which Search Toppers would provide internet marketing services to our company.
On January 27, 2009, Search Toppers filed a Complaint against our company in the
Superior Court of Arizona, County of Maricopa, alleging claims for breach of
contract and unjust enrichment against Euoko, with respect to events alleged to
have occurred relating to the Master Services Agreement. We did not feel that
the action had any merit or would have any material impact on our operations,
and so did not defend the action at the time, and on May 26, 2009, judgments
were entered against our company in the lawsuit, for $197,500.00 in damages and
$3,999.25 in attorneys fees to Search Toppers.

On August 20, 2009, we entered into a
settlement agreement and mutual release with Search Toppers.com, L.L.C. in
connection with a complaint filed against our company in the Superior Court of
Arizona, County of Maricopa, which complaint alleged claims for breach of
contract and unjust enrichment against our company, with respect to events
alleged to have occurred relating to a master services agreement. Search
Toppers.com has accepted a previous payment by our company in the amount of
$101,000 as satisfaction of all judgments against our company and has filed with
the Superior Court of Arizona, Satisfactions of the Judgments as of August 24,
2009.

F15

---

EUOKO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED
FINANCIAL STATEMENTSFOR THE YEARS ENDED JULY 31, 2009 AND 2008

|NOTE 9 | SUBSEQUENT EVENTS
|------ | -----------------

We evaluated events occurring between
the end of our fiscal year, July 31, 2009 and November 4, 2009 when the
financial statements were issued.

Subsequent to July 31, 2009, the
Company received additional funds under the terms of its loan agreement with
CMMG Finance (controlled by a shareholder) in the amount of $812,088 ($875,000
CDN).

F16

---

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 the information disclosed in the reports we file with
the Securities and Exchange Commission under the Exchange Act 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 President also our principal financial
and accounting officer, as appropriate, to allow timely decisions regarding
required disclosure.

Management, including our President also our principal
accounting officer, evaluated the effectiveness of our disclosure controls and
procedures, as of July 31, 2009, in accordance with Rules 13a-15(b) and
15d-15(b) of the Securities and Exchange Act of 1934, as amended are effective
to ensure the information required to be disclosed by us in the reports that we
file or submit under the Securities and Exchange Act of 1934, as amended is
recorded, processed, summarized and reported within the time period specified in
SEC rules and forms.

Our management, including our Chief Executive Officer also our
principal accounting officer, does not expect that our disclosure controls, and
procedures or internal controls will prevent all possible error and fraud. Our
disclosure controls and procedures are, however, designed to provide reasonable
assurance of achieving their objectives, and our President have concluded that
our financial controls and procedures are effective at that reasonable assurance
level.

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, 2009. 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, 2009, 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

29

---

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
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, 2009 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
    31
    July 13, 2003(1)Julio Torres
    Vice President, Chief
      Innovations Officer and Director
    35
    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

30

---

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
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.

31

---

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 the fiscal year ended July 31, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with.

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.

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,

32

---

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, 2009 and 2008; 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, 2009 and 2008,

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
        Compensation
        Earnings 
        ($)
      All Other Compensation 
        ($)
      Total 
        ($)Brandon Truaxe, President & CEO(1)
      2009 
        2008 
        2007
      109,455 
        99,295 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        205,800 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      109,455 
        305,095 
        NilMichael Basler, Former CFO, Secretaryand Treasurer(2)
      2009 
        2008 
        2007
      52,527 
        109,225 
        8,056
      Nil 
        24,824 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        334,425 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      52,527 
        468,474 
        8,056Julio Torres, Vice President and Chief Innovations Officer(3)
      2009 
        2008 
        2007
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        205,800 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        205,800 
        NilMauro Baessato(4)Former officer
      2009 
        2008 
        2007
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        51,450 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        51,450 
        NilDwight Webb, Former officer and director(5)
      2009 
        2008 
        2007
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil
      N/A 
        Nil 
        Nil


|(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) | 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.

33

---

|(3) | 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.                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                     
|(4) | 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.
|    |                                                                                                                                                                                                                     
|(5) | 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.

On December 19, 2008, we entered into an amendment agreement to
amend an executive agreement dated October 24, 2006 between our company and our
president, Brandon C. Truaxe. The amendment agreement provides for certain
amendments to the executive agreement including, but not limited to, the removal
of certain employment exclusivity restrictions placed on Mr. Truaxe.

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

During our fiscal year ended July 31, 2009 there were no
options granted to our named officers or directors.

34

---

Outstanding Equity Awards at Fiscal Year End

The particulars of unexercised options, stock that have not
vested and equity incentive plan awards for our named executive officers are set
out in the following table:

Options Awards
      Stock AwardsName
      Number
        of Securities UnderlyingUnexercisedOptions (#)Exercisable
      Number
        of Securities **Underlying** **Unexercised**
        **Options (#)** **Unexercisable**
      Equity
        Incentive Plan Awards: Number
        of Securities **Underlying** **Unexercised**
        Unearned **Options (#)**
      Option Exercise**Price ($)**
      Option **Expiration**Date
      Numberof Sharesor Units of Stock That Have Not Vested(#)
      **Market****Value of**Shares or Units of Stock That **Have Not** Vested
        ($)
      EquityIncentive
        Plan Awards:Numberof
        **Unearned** **Shares,** Units
        or Other Rights That **Have
        Not** **Vested (#)**
      Equity **Incentive**
        Plan Awards: **Market** **or Payout** Value of **Unearned**
        Shares, Units or Other Rights
        That **Have Not** **Vested ($)**Brandon 
        Truaxe, President & CEO
      200,000
      Nil
      Nil
      1.00
      March 7,
      2013
      Nil
      Nil
      Nil
      NilJulio 
        Torres, Vice President and Chief
        Innovations Officer
      200,000
      Nil
      Nil
      1.00
      March 7,
        2013
      Nil
      Nil
      Nil
      Nil


Option Exercises

During our Fiscal year ended July 31, 2009 there were no
options exercised by our named officers.

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.

35

---

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
  retirement or similar benefits for directors or executive officers. We have
  no 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 stock options may be granted at the discretion of the board of directors
  or a committee thereof.

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 22, 2009, 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 andNature ofBeneficialOwnership
      Percentage ofClass(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%Wotton Finance Ltd. Trident Chambers PO Box 146
      Roadtown, Tortola
    Common
    2,500,000
    7%


|(1) | Based on 35,100,000 shares of common stock issued and
      outstanding as of October 22, 2009. Except as otherwise indicated, we
      believe that the beneficial owners of the common shares listed above,
      based on 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
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36

---

|    | 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.                                                                                                                                                                                                                                    

Changes in Control

We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.

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, 2009, 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.

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 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, 2009 and for fiscal year ended July 31, 2008 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:

37

---

Year
        EndedJuly 31, 2009 $
      July 31, 2008 $Audit Fees
      54,654
      28,187Audit Related Fees
      Nil
      NilTax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      54,654
      28,187


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)                
|        |                                                                                                                                                                                                                     
|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).            

38

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|Exhibit |                                                                                                                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                 
|(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).                                     
|        |                                                                                                                                                                                                                                                                 
|10.10   | Form of Amendment
        Agreement between our company and Brandon C. Truaxe dated December 19,
        2008 (incorporated by reference from our Current Report on Form 8-K filed
        on December 23, 2008).                                               
|        |                                                                                                                                                                                                                                                                 
|10.11   | Form of Term
        Loan Agreement between our company, Euoko Inc., Hewitt-Vevey Pharma Sciences
        Ltd. and CMMG Finance Inc. dated December 22, 2008 (incorporated by reference
        from our Current Report on Form 8-K filed on December 23, 2008).
|        |                                                                                                                                                                                                                                                                 
|(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.
|- | ---------------

39

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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.                                      
|----------------------- | -------------------------------------------------------
|                        | (Registrant)                                           
|                        |                                                        
|                        |                                                        
|Dated: November 6, 2009 | /s/
      Brandon Truaxe                               
|                        | Brandon Truaxe                                         
|                        | President, Chief Executive Officer and director        
|                        | (Principal Executive Officer, Principal
      Financial
|                        | Officer and Principal Accounting Officer)              



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



|Dated: November 6, 2009 | /s/
      Brandon Truaxe                               
|----------------------- | -------------------------------------------------------
|                        | Brandon Truaxe                                         
|                        | President, Chief Executive Officer and director        
|                        | (Principal Executive Officer, Principal
      Financial
|                        | Officer and Principal Accounting Officer)              



|Dated: November 6, 2009 | /s/
      Julio Torres
|----------------------- | ----------------------
|                        | Julio Torres          
|                        | Director              

40

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