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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                     For fiscal year ended December 31, 2004

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

                         COMMISSION FILE NUMBER 0-27775

                          MNS EAGLE EQUITY GROUP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  NEVADA                                     84-1517715
      ------------------------------                      ---------------
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

         12373 E. Cornell Avenue
          Aurora, Colorado 80014                           (303) 478-4442
 --------------------------------------              -------------------------
(Address of principal executive offices)            (Issuer's telephone number)

     Securities registered pursuant to
      Section 12(b) of the Act:               NONE

     Securities registered pursuant to
      Section 12(g) of the Act:               Common stock, $.001 par value

     Check whether the issuer (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 such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

     Yes [ X ] No [   ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.

     Yes [ X ] No [   ]

     The issuer's revenues for its most recent fiscal year were $-0-.

     The registrant has no shares of its common stock held by non-affiliates on
November 30, 2005.

     At November 30, 2005 a total of 301,500 shares of common stock were
outstanding.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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                               TABLE OF CONTENTS


                                     PART I

Item 1.     Description of Business.........................................   3

Item 2.     Description of Property.........................................  11

Item 3.     Legal Proceedings...............................................  11

Item 4.     Submission of Matters to a Vote of Security Holders.............  11

                                    PART II

Item 5.     Market for Common Equity and Related Stockholder Matters........  11

Item 6.     Management's Discussion and Analysis or Plan of Operation.......  13

Item 7.     Financial Statements............................................  15

Item 8.     Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure..........................  15

Item 8A.    Controls and Procedures.........................................  16

Item 8B.    Other Information...............................................  16

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act...............  16

Item 10.    Executive Compensation..........................................  19

Item 11.    Security Ownership of Certain Beneficial Owners and Management..  20

Item 12.    Certain Relationships and Related Transactions..................  21

Item 13.    Exhibits........................................................  21

Item 14.    Principal Accountant Fees and Services..........................  22

            Index to Financial Statements...................................  23

            Financial Statements............................................ F-1

            Signatures......................................................  24

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                           FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements and information
relating to MNS Eagle Equity Group, Inc. ("MNS" or "Company") that are based on
the beliefs of its management as well as assumptions made by and information
currently available to its management. When used in this report, the words
"anticipate", "believe", "estimate", "expect", "intend", "plan" and similar
expressions, as they relate to MNS or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of MNS concerning future events and are subject to certain risks, uncertainties
and assumptions, including among many others: a general economic downturn; a
downturn in the securities markets; a general lack of interest for any reason in
going public by means of transactions involving public blank check companies;
federal or state laws or regulations having an adverse effect on blank check
companies, Securities and Exchange Commission regulations which affect trading
in the securities of "penny stocks," and other risks and uncertainties. Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. Readers should
realize that MNS is in the development stage, with no assets, and that for MNS
to succeed requires that it either originate a successful business (for which it
lacks the funds) or acquire a successful business. MNS's realization of its
business aims as stated herein will depend in the near future principally on the
successful completion of its acquisition of a business, as discussed below.

                                     PART I

Item 1.     DESCRIPTION OF BUSINESS.

BACKGROUND

     MNS Eagle Equity Group, Inc., a Nevada corporation, was incorporated on
February 28, 1997. MNS issued 725,000 shares of common stock to its
officers/directors and to an individual investor for cash, organization costs
and deferred offering costs. MNS is in the development stage with no significant
assets or liabilities and has been essentially inactive, except for
organizational activities and the private placement offering described below.

     The Company offered for sale, at the price of US$1.00 per unit, a total of
100,000 Units. Each Unit consisted of a share of common stock in six different
corporations for a total of six (6) shares of stock, including one share of
common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc. and one
share of common stock, $.001 par value per share, of each of the following
corporations organized in the State of Nevada and which were at that time wholly
owned subsidiaries of the Company, namely: MNS Eagle Equity Group I, Inc., MNS
Eagle Equity Group II, Inc., MNS Eagle Equity Group III, Inc., MNS Eagle Equity
Group IV, Inc. and MNS Eagle Equity Group V, Inc. No minimum number of Units had
to be sold.

     On October 31, 1997, the Company closed the private placement offering. A
total of 7,500 units were sold for $7,500. The proceeds were allocated by the
Company as follows: $5,000 to the parent and $500 to each of the wholly owned
subsidiaries.

     MNS owns no real estate and has no full time employees, and it will have no
operations of its own unless and until it engages in one or more of the
activities described below under this ITEM 1. MNS is a "blank check" company
which intends to enter into a business combination with one or more as yet
unidentified privately held businesses.

EXCHANGE ACT REGISTRATION

     MNS voluntarily filed a registration statement on Form 10-SB in October of
1999 with the Securities and Exchange Commission ("SEC" or "Commission") in
order to register MNS's common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). MNS is required to file

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quarterly, annual and other reports and other information with the SEC as
required by the Exchange Act. If MNS's duty to file reports under the Exchange
Act is suspended, MNS intends to nonetheless continue filing reports on a
voluntary basis if it is able to do so.

PROPOSED BUSINESS

     MNS intends to enter into a business combination with one or more as yet
unidentified privately held businesses. Management believes that MNS will be
attractive to privately held companies interested in becoming publicly traded by
means of a business combination with MNS, without offering their own securities
to the public. MNS will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. MNS has not entered into any agreement,
arrangement or understanding of any kind with any person regarding a business
combination.

     Depending upon the nature of the transaction, the current officers and
directors of MNS probably will resign their directorship and officer positions
with MNS in connection with MNS's consummation of a business combination. See
"Form of Acquisition" below. MNS's current management will not have any control
over the conduct of MNS's business following MNS's completion of a business
combination.

     It is anticipated that business opportunities will come to MNS's attention
from various sources, including its management, its other stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals. MNS has no plans, understandings,
agreements, or commitments with any individual or entity to act as a finder of
or as a business consultant in regard to any business opportunities for MNS.
There are no plans to use advertisements, notices or any general solicitation in
the search for combination candidates.

     PRE-COMBINATION ACTIVITIES. MNS is a "blank check" company, defined as an
inactive, with nominal assets and liabilities. With these characteristics,
management believes that MNS will be attractive to privately held companies
interested in becoming publicly traded by means of a business combination with
MNS, without offering their own securities to the public. The term "business
combination" (or "combination") means the result of (i) a statutory merger of a
combination candidate into or its consolidation with MNS or a wholly owned
subsidiary of MNS formed for the purpose of the merger or consolidation, (ii)
the exchange of securities of MNS for the assets or outstanding equity
securities of a privately held business, or (iii) the sale of securities by MNS
for cash or other value to a business entity or individual, and similar
transactions.

     A combination may be structured in one of the foregoing ways or in any
other form which will result in the combined entity being a publicly held
corporation. It is unlikely that any proposed combination will be submitted for
the approval of MNS's shareholders prior to consummation. Pending negotiation
and consummation of a combination, MNS anticipates that it will have no business
activities or sources of revenues and will incur no significant expenses or
liabilities other than expenses related to ongoing filings required by the
Exchange Act, or related to the negotiation and consummation of a combination.

     MNS anticipates that the business opportunities presented to it will (1) be
recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (2) be experiencing
financial or operating difficulties; (3) be in need of funds to develop a new
product or service or to expand into a new market; (4) be relying upon an
untested product or marketing concept; or (5) have a combination of the
foregoing characteristics. Given the above factors, it should be expected that
any acquisition candidate may have a history of losses or low profitability.

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     MNS will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of MNS will
seek combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.

     MNS has not entered into any agreement or understanding of any kind with
any person regarding a business combination. There is no assurance that MNS will
be successful in locating a suitable combination candidate or in concluding a
business combination on terms acceptable to MNS. MNS's Board of Directors has
not established a time limitation by which it must consummate a suitable
combination; however, if MNS is unable to consummate a suitable combination
within a reasonable period, such period to be determined at the discretion of
MNS's Board of Directors, the Board of Directors will probably recommend its
liquidation and dissolution. It is anticipated that MNS will not be able to
diversify, but will essentially be limited to one such venture because of MNS's
lack of capital. This lack of diversification will not permit MNS to offset
potential losses from one acquisition against profits from another, and should
be considered an adverse factor affecting any decision to purchase MNS's
securities.

     MNS's board of directors has the authority and discretion to complete
certain combinations without submitting them to the stockholders for their prior
approval. MNS's shareholders should not anticipate that they will have any
meaningful opportunity to consider or vote upon any candidate selected by MNS
management for acquisition. Generally, the prior approval of MNS's shareholders
will be required for any statutory merger of MNS with or into another company,
but shareholder approval will not be required if the following requirements are
met: (1) MNS's articles of incorporation will not change as a result of the
merger; (2) following the merger, each person who was a MNS shareholder
immediately prior to the merger will on the effective date of the merger
continue to hold the same number of shares, with identical designations,
preferences, limitations and relative rights; and (3) the number of MNS voting
and participating shares which are outstanding prior to the merger is not
increased more than 20% as a result of the merger, giving effect to the
conversion of convertible securities and the exercise of warrants, options and
other rights issued in the merger. It is likely, however, in management's
opinion that any combination entered into by MNS that takes the form of a merger
will result in the issuance of additional shares exceeding the 20% limitation.
Shareholder approval also will not be required as to any "short-form merger,"
meaning the merger into MNS of a company in which MNS already owns 90% or more
of the equity securities. Moreover, in the event that a business combination
occurs in the form of a stock-for-stock exchange or the issuance of stock to
purchase assets, the approval of MNS's shareholders will not be required by law
so long as it is MNS that acquires the shares or assets of the other company.

     However, it is anticipated that MNS's shareholders will, prior to
completion of any combination, be given information about the candidate
company's business, financial condition, management and other information
required by ITEMs 6(a), (d), (e), 7 and 8 of Schedule 14A of Regulation 14A
under the Exchange Act, which is substantially the same information as required
in a proxy statement.

     COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of MNS's President, who is not a
professional business analyst. See "MANAGEMENT" below.

     To a large extent, a decision to participate in a specific combination may
be made upon management's analysis of the quality of the candidate company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the candidate will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to objectively quantify or
analyze. In many instances, it is anticipated that the historical operations of

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a specific candidate may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches substantially,
expand significantly, change product emphasis, change or substantially augment
management, or make other changes. MNS will be dependent upon the owners and
management of a candidate to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes. Because MNS may participate in a business combination with a newly
organized candidate or with a candidate which is entering a new phase of growth,
it should be emphasized that MNS will incur further risks, because management in
many instances will not have proved its abilities or effectiveness, the eventual
market for the candidate's products or services will likely not be established,
and the candidate may not be profitable when acquired.

     Otherwise, MNS anticipates that it may consider, among other things, the
following factors:

     1.   Potential for growth and profitability, indicated by new technology,
          anticipated market expansion, or new products;

     2.   MNS's perception of how any particular candidate will be received by
          the investment community and by MNS's stockholders;

     3.   Whether, following the business combination, the financial condition
          of the candidate would be, or would have a significant prospect in the
          foreseeable future of becoming sufficient to enable the securities of
          MNS to qualify for listing on an exchange or on NASDAQ, so as to
          permit the trading of such securities to be exempt from the
          requirements of the federal "penny stock" rules adopted by the SEC.

     4.   Capital requirements and anticipated availability of required funds,
          to be provided by MNS or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;

     5.   The extent to which the candidate can be advanced;

     6.   Competitive position as compared to other companies of similar size
          and experience within the industry segment as well as within the
          industry as a whole;

     7.   Strength and diversity of existing management, or management prospects
          that are scheduled for recruitment;

     8.   The cost of participation by MNS as compared to the perceived tangible
          and intangible values and potential; and

     9.   The accessibility of required management expertise, personnel, raw
          materials, services, professional assistance, and other required
          items.

     No one of the factors described above will be controlling in the selection
of a candidate. Potentially available candidates may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. It should be recognized that, because of MNS's
limited capital available for investigation and management's limited experience
in business analysis, MNS may not discover or adequately evaluate adverse facts
about the opportunity to be acquired. MNS cannot predict when it may participate
in a business combination. It expects, however, that the analysis of specific
proposals and the selection of a candidate may take several months or more.

     Management believes that various types of potential merger or acquisition
candidates might find a business combination with MNS to be attractive. These
include acquisition candidates desiring to create a public market for their

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shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not likely to
find a potential business combination with MNS to be an attractive alternative.

     Prior to consummation of any combination (other than a mere sale by MNS
insiders of a controlling interest in MNS's common stock) MNS intends to require
that the combination candidate provide MNS the financial statements required by
ITEM 310 of Regulation S-B, including at the least an audited balance sheet as
of the most recent fiscal year end and statements of operations, changes in
stockholders' equity and cash flows for the two most recent fiscal years,
audited by certified public accountants acceptable to MNS's management, and the
necessary unaudited interim financial statements. Such financial statements must
be adequate to satisfy MNS's reporting obligations under Section 15(d) or 13 of
the Exchange Act. If the required audited financial statements are not available
at the time of closing, MNS management must reasonably believe that the audit
can be obtained in less than 60 days. This requirement to provide audited
financial statements may significantly narrow the pool of potential combination
candidates available, since most private companies are not already audited. Some
private companies will either not be able to obtain an audit or will find the
audit process too expensive. In addition, some private companies on closer
examination may find the entire process of being a reporting company after a
combination with MNS too burdensome and expensive in light of the perceived
potential benefits from a combination.

     FORM OF ACQUISITION. It is impossible to predict the manner in which MNS
may participate in a business opportunity. Specific business opportunities will
be reviewed as well as the respective needs and desires of MNS and the promoters
of the opportunity and, upon the basis of that review and the relative
negotiating strength of MNS and such promoters, the legal structure or method
deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. MNS may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of MNS with other corporations or forms of business
organization, and although it is likely, there is no assurance that MNS would be
the surviving entity. In addition, the present management and stockholders of
MNS most likely will not have control of a majority of the voting shares of MNS
following a reorganization transaction. As part of such a transaction, MNS's
existing directors may resign and new directors may be appointed without any
vote or opportunity for approval by MNS's shareholders.

     It is likely that MNS will acquire its participation in a business
opportunity through the issuance of common stock or other securities of MNS.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, MNS's
current stockholders would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of MNS prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in MNS by the current officers, directors and principal shareholders.

     It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, MNS may

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agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in MNS's securities may have a depressive
effect upon such market.

     MNS will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, MNS anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither MNS nor any of the other
parties to the letter of intent will be bound to consummate the acquisition
unless and until a definitive agreement concerning the acquisition as described
in the preceding paragraph is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of MNS to pay until an indeterminate future time may make it
impossible to procure goods and services.

     POST-COMBINATION ACTIVITIES. Management anticipates that, following
consummation of a combination, control of MNS will change as a result of the
issuance of additional common stock to the shareholders of the business acquired
in the combination. Once ownership control has changed, it is likely that the
new controlling shareholders will call a meeting for the purpose of replacing
the incumbent directors of MNS with candidates of their own, and that the new
directors will then replace the incumbent officers with their own nominees. Rule
14f-1 under the Exchange Act requires that, if in connection with a business
combination or sale of control of MNS there should arise any arrangement or
understanding for a change in a majority of MNS's directors and the change in
the board of directors is not approved in advance by MNS's shareholders at a
shareholder meeting, then none of the new directors may take office until at
least ten (10) days after an information statement has been filed with the
Securities and Exchange Commission and sent to MNS's shareholders. The
information statement furnished must as a practical matter include the
information required by ITEMs 6(a), (d) and (e), 7 and 8 of Schedule 14A of
Regulation 14A in a proxy statement.

     Following consummation of a combination, management anticipates that MNS
will file a current report on Form 8-K with the Commission which discloses among
other things the date and manner of the combination, material terms of the
definitive agreement, the assets and consideration involved, the identity of the
person or persons from whom the assets or other property was acquired, changes
in management and biographies of the new directors and executive officers,
identity of principal shareholders following the combination, and contains the
required financial statements. Such a Form 8-K report also will be required to
include all information as to the business acquired called for by ITEM 101 of
Regulation S-B.

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POTENTIAL BENEFITS to INSIDERS

     In connection with a business combination, it is possible that shares of
common stock constituting control of MNS may be purchased from the current
principal shareholders ("insiders") of MNS by the acquiring entity or its
affiliates. If stock is purchased from the insiders, the transaction is very
likely to result in substantial gains to them relative to the price they
originally paid for the stock. In MNS's judgment, none of its officers and
directors would as a result of such a sale become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. No bylaw
or charter provision MNS prevents insiders from negotiating or consummating such
a sale of their shares. The sale of a controlling interest by MNS insiders could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares, and it is unlikely that MNS
shareholders generally will be given the opportunity to participate in any such
sale of shares. Moreover, MNS shareholders probably will not be afforded any
opportunity to review or approve any such buyout of shares held by an officer,
director or other affiliate, should such a buyout occur.

     MNS may require that a company being acquired repay all advances made to
MNS by MNS shareholders and management, at or prior to closing of a combination.
Otherwise, there are no conditions that any combination or combination candidate
must meet, such as buying stock from MNS insiders or paying compensation to any
MNS officer, director or shareholder or their respective affiliates.

POSSIBLE ORIGINATION of a BUSINESS

     The Board of Directors has left open the possibility that, instead of
seeking a business combination, MNS may instead raise funding in order to
originate an operating business, which may be in any industry or line of
business, and could involve MNS's origination of a start-up business, purchase
and development of a business already originated by third parties, joint venture
of a new or existing business, or take any other lawful form. It is also
possible that MNS may engage in one or more combinations, as discussed above,
and originate a business in addition. Potential shareholders should consider
that management has the widest possible discretion in choosing a business
direction for MNS.

     Any funds needed to originate and develop a business would almost certainly
be raised from the sale of MNS's securities, since MNS lacks the
creditworthiness to obtain a loan. Management does not believe that the
principal shareholders, directors or executive officers of MNS would be willing
to guarantee any debt taken on, and obtaining a loan without personal guarantees
is unlikely. Capital could possibly be raised from the sale of debt instruments
convertible into common stock upon the occurrence of certain defined events, but
no such funding has been offered. MNS has no current plans to offer or sell its
securities, but would be agreeable do so if a worthy business opportunity
presents itself and adequate funding then appears to be available.

USE OF CONSULTANTS and FINDERS

     Although there are no current plans to do so, MNS management might hire and
pay an outside consultant to assist in the investigation and selection of
candidates, and might pay a finder's fee to a person who introduces a candidate
with which MNS completes a combination. Since MNS management has no current
plans to use any outside consultants or finders to assist in the investigation
and selection of candidates, no policies have been adopted regarding use of
consultants or finders, the criteria to be used in selecting such consultants or
finders, the services to be provided, the term of service, or the structure or
amount of fees that may be paid to them. However, because of the limited
resources of MNS, it is likely that any such fee MNS agrees to pay would be paid
in stock and not in cash. MNS has had no discussions, and has entered into no
arrangements or understandings, with any consultant or finder. MNS's officers
and directors have not in the past used any particular consultant or finder on a
regular basis and have no plan to either use any consultant or recommend that
any particular consultant be engaged by MNS on any basis.

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     It is possible that compensation in the form of common stock, options,
warrants or other securities of MNS, cash or any combination thereof, may be
paid to outside consultants or finders. No securities of MNS will be paid to
officers, directors or promoters of MNS nor any of their respective affiliates.
Any payments of cash to a consultant or finder would be made by the business
acquired or persons affiliated or associated with it, and not by MNS. It is
possible that the payment of such compensation may become a factor in any
negotiations for MNS's acquisition of a business opportunity. Any such
negotiations and compensation may present conflicts of interest between the
interests of persons seeking compensation and those of MNS's shareholders, and
there is no assurance that any such conflicts will be resolved in favor of MNS's
shareholders.

RISK FACTORS

     At this time the shares of MNS are speculative and involve a high degree of
risk, for the reasons following. MNS is in the development stage with no
operations or revenues, thus there are no financial results upon which anyone
may base an assessment of its potential. No combination candidate has been
identified for acquisition by management, nor has any determination been made as
to any business for MNS to enter, and shareholders will have no meaningful voice
in any such determinations. There is no assurance that MNS will be successful in
completing a combination or originating a business, nor that MNS will be
successful or that its shares will have any value even if a combination is
completed or a business originated.

     MNS's officers and directors, who serve only on a part-time basis, have had
limited experience in the business activities contemplated by MNS, yet MNS will
be solely dependent on them. MNS lacks the funds or other incentive to hire
full-time experienced management. Each of MNS's management members has other
employment or business interests to which he devotes his primary attention and
will continue to do so, devoting time to MNS only on an as-needed basis.
Moreover, members of management are involved in other companies also seeking to
engage in a combination, and conflicts of interest could arise in the event they
come across a desirable combination candidate. No assurance exists that all or
any such conflicts will be resolved in favor of MNS.

     After completion of a combination, the current shareholders of MNS may
experience severe dilution of their ownership due to the issuance of shares in
the combination. Any combination effected by MNS almost certainly will require
its existing management and board members to resign, thus shareholders have no
way of knowing what persons ultimately will direct MNS and may not have an
effective voice in their selection.

STATE SECURITIES LAWS CONSIDERATIONS

     Section 18 of the Securities Act of 1933, as amended in 1996, provides that
no law, rule, regulation, order or administrative action of any state may
require registration or qualification of securities or securities transactions
that involve the sale of a "covered security." The term "covered security" is
defined in Section 18 to include among other things transactions by "any person
not an issuer, underwriter or dealer," (in other words, secondary transactions
in securities already outstanding) that are exempted from registration by
Section 4(1) of the Securities Act of 1933, provided the issuer of the security
is a "reporting company," meaning that it files reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.

     Section 18 as amended preserves the authority of the states to require
certain limited notice filings by issuers and to collect fees as to certain
categories of covered securities, specifically including Section 4(1) secondary
transactions in the securities of reporting companies. Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits states from
requiring registration or qualification of securities of an Exchange Act
reporting company which is current in its filings with the SEC.

                                       10
<PAGE>


     The states generally are free to enact legislation or adopt rules that
prohibit secondary trading in the securities of "blank check" companies like
MNS. Section 18, however, of the Act preempts state law as to covered securities
of reporting companies. Thus, while the states may require certain limited
notice filings and payment of filing fees by MNS as a precondition to secondary
trading of its shares in those states, they cannot, so long as MNS is a
reporting issuer, prohibit, limit or condition trading in MNS's securities based
on the fact that MNS is or ever was a blank check company. MNS will comply with
such state limited notice filings as may be necessary in regard to secondary
trading. At this time, MNS's stock is not actively traded in any market, and an
active market in its common stock is not expected to arise, if ever, until after
completion of a business combination.

COMPETITION

     MNS will be in direct competition with many entities in its efforts to
locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and corporations,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which MNS, with its limited capital, could consider.
Many of these competing entities will also possess significantly greater
experience and contacts than MNS's management. Moreover, MNS also will be
competing with numerous other blank check companies for such opportunities.

EMPLOYEES

     MNS has no employees. MNS only has one officer, who is also the sole
director of the Company. It is not expected that MNS will have any full-time or
other employees except as a result of completing a combination.

Item 2.     DESCRIPTION OF PROPERTY.

     MNS neither owns nor leases any real estate or other properties at the
present time. MNS does not require any office space and MNS has utilized the
office of its president, Mr. Stephen M. Siedow for corporate and administrative
purposes. This arrangement will continue until MNS raises funding to originate a
business or completes an acquisition of an operating business, in which latter
event the offices of MNS undoubtedly will be the same as those of the acquired
company.

Item 3.     LEGAL PROCEEDINGS.

     There are no legal proceedings which are pending or have been threatened
against MNS or any officer, director or control person of which management is
aware.

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

     No matters were submitted to a vote or for the written consent of security
shareholders for the year ended December 31, 2004, and no meeting of
shareholders was held.

                                     PART II

Item 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE of the COMMON STOCK

     Not applicable.

                                       11
<PAGE>


DIVIDENDS

     MNS has not declared or paid any dividends on its common stock to date.
Management anticipates that any future earnings will be retained as working
capital and used for business purposes. Accordingly, it is unlikely that MNS
will declare or pay any such dividends in the foreseeable future.

SHAREHOLDERS

     MNS has one shareholder of record. MNS has 301,500 common shares issued and
outstanding, of which no shares are unrestricted and not held by affiliates.

PUBLIC MARKET for the COMMON SHARES

     There currently is no public market for MNS's common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at all.
If a market should develop, the price may be highly volatile. Unless and until
MNS's common shares are quoted on the NASDAQ system or listed on a national
securities exchange, it is likely that the common shares will be defined as
"penny stocks" under the Exchange Act and SEC rules thereunder. The Exchange Act
and penny stock rules generally impose additional sales practice and disclosure
requirements upon broker-dealers who sell penny stocks to persons other than
certain "accredited investors" (generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 jointly with spouse) or in transactions
not recommended by the broker-dealer.

     For transactions covered by the penny stock rules, the broker-dealer must
make a suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC. So long as MNS's common shares are
considered "penny stocks", many brokers will be reluctant or will refuse to
effect transactions in MNS's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.

RECENT SALES of UNREGISTERED SECURITIES

     None

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth, as of the year ended December 31, 2004,
certain information with respect to MNS's compensation plans and individual
compensation arrangements to which MNS is a party, if any, under which any
equity securities of MNS are authorized for issuance.
<TABLE>
<CAPTION>
<S>                                          <C>                      <C>                 <C>
                                             Number of securities     Weighted average    Number of securities
                                               to be issued upon     exercise price of    remaining available
                                                  exercise of           outstanding       for future issuance
                                             outstanding options,    options, warrants        under equity
   Plan category                              warrants and rights        and rights        compensation plans
   -------------                              -------------------        ----------        ------------------
                                                     (a)                     (b)                  (c)
   Equity compensation plans approved by
   security holders

   1997 EMPLOYEE STOCK
      COMPENSATION PLAN                              -0-                     N/A                1,000,000

   1997 COMPENSATORY STOCK
      OPTION PLAN                                    -0-                     N/A                1,500,000

   Equity compensation plans not approved
   by security holders

   NONE                                              N/A                     N/A                   N/A

   Total                                             -0-                                        2,500,000


                                       12
</TABLE>
<PAGE>


Item 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN of OPERATION

     MNS is a blank check company whose plan of operation over the next twelve
months is to seek and, if possible, acquire an operating business or valuable
assets by entering into a business combination. MNS will not be restricted in
its search for business combination candidates to any particular geographical
area, industry or industry segment, and may enter into a combination with a
private business engaged in any line of business, including service, finance,
mining, manufacturing, real estate, oil and gas, distribution, transportation,
medical, communications, high technology, biotechnology or any other.
Management's discretion is, as a practical matter, unlimited in the selection of
a combination candidate. Management of MNS will seek combination candidates in
the United States and other countries, as available time and resources permit,
through existing associations and by word of mouth. This plan of operation has
been adopted in order to attempt to create value for MNS's shareholders. For
further information on MNS's plan of operation and business, see PART I, Item 1
above.

     MNS does not intend to do any product research or development. MNS does not
expect to buy or sell any real estate, plant or equipment except as such a
purchase might occur by way of a business combination that is structured as an
asset purchase, and no such asset purchase currently is anticipated. Similarly,
MNS does not expect to add additional employees or any full-time employees
except as a result of completing a business combination, and any such employees
likely will be persons already then employed by the company acquired.

RESULTS of OPERATIONS

     MNS has never had operations and has had limited revenues from the sale of
investments and is still in the development stage. MNS anticipates no operations
unless and until it completes a business combination as described above.

     Comparison of 2004 to 2003

     For the year ended December 31, 2004, MNS had no revenues and incurred a
net loss of $7,314, as compared to a net loss of $1,727 for the year ended
December 31, 2003. General and administrative expenses in 2004 related to
accounting and legal fees, miscellaneous filing fees, and other miscellaneous

                                       13
<PAGE>


expenses, of which approximately $3,400 were related party expenses. General and
administrative expenses in 2003 related to accounting and legal fees,
miscellaneous filing fees, and other miscellaneous expenses, of which
approximately $1,700 were related party expenses.

LIQUIDITY and CAPITAL RESOURCES

     MNS had no cash on hand at December 31, 2004 and had no other assets to
meet ongoing expenses or debts that may accumulate. As of such date, MNS has
accumulated a deficit of $23,354. MNS has accrued expenses totaling $5,604 of
which $4,734 are owed to its officer, director and control shareholder for costs
paid on behalf of the Company and $870 to trade vendors.

     MNS has no commitment for any capital expenditure and foresees none.
However, MNS will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. MNS's
cash requirements for the next twelve months are relatively modest, principally
accounting expenses and other expenses relating to making filings required under
the Securities Exchange Act of 1934 (the "Exchange Act"), and are not expected
to exceed $5,000 in the fiscal year ending December 31, 2005. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.

     MNS's current management has agreed to continue rendering services to MNS
and to not demand payment of sums owed unless and until MNS completes an
acquisition. The terms of any such payment will have to be negotiated with the
principals of any business acquired. The existence and amounts of MNS debt may
make it more difficult to complete, or prevent completion of, a desirable
acquisition. In addition, offices are provided to MNS by its president without
charge.

     MNS will only be able to pay its future debts and meet operating expenses
by raising additional funds, acquiring a profitable company or otherwise
generating positive cash flow. As a practical matter, MNS is unlikely to
generate positive cash flow by any means other than acquiring a company with
such cash flow. MNS believes that management members or shareholders will loan
funds to MNS as needed for operations prior to completion of an acquisition.
Management and the shareholders are not obligated to provide funds to MNS,
however, and it is not certain they will always want or be financially able to
do so. MNS shareholders and management members who advance money to MNS to cover
operating expenses will expect to be reimbursed, either by MNS or by the company
acquired, prior to or at the time of completing a combination. MNS has no
intention of borrowing money to reimburse or pay salaries to any MNS officer,
director or shareholder or their affiliates. There currently are no plans to
sell additional securities of MNS to raise capital, although sales of securities
may be necessary to obtain needed funds. MNS's current management has agreed to
continue its services to MNS and to accrue sums owed for services and expenses
and expect payment.

     Should existing management or shareholders refuse to advance needed funds,
MNS would be forced to turn to outside parties to either loan money to MNS or
buy MNS securities. There is no assurance whatsoever that MNS will be able to
raise necessary funds from outside sources. Such a lack of funds could result in
severe consequences to MNS, including among others:

     1.   failure to make timely filings with the SEC as required by the
          Exchange Act, which also probably would result in suspension of
          trading or quotation in MNS's stock and could result in fines and
          penalties to MNS under the Exchange Act;

     2.   curtailing or eliminating MNS's ability to locate and perform suitable
          investigations of potential acquisitions; or

                                       14
<PAGE>


     3.   inability to complete a desirable acquisition due to lack of funds to
          pay legal and accounting fees and acquisition-related expenses.

     MNS hopes to require potential candidate companies to deposit funds with
MNS that it can use to defray professional fees and travel, lodging and other
due diligence expenses incurred by MNS's management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to
make such a deposit.

OFF-BALANCE SHEET ARRANGEMENTS

     MNS does not have any 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
investors.

CRITICAL ACCOUNTING POLICIES

     Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. There are no current business
operations or revenue generating activities that give rise to significant
assumptions or estimates. The Company's most critical accounting policies relate
to the accounting and disclosure of related party transactions. Our financial
statements filed as part of this annual report include a summary of the
significant accounting policies and methods used in the preparation of MNS's
financial statements.

Item 7.     FINANCIAL STATEMENTS.

     See the index to MNS's financial statements on page 23.

Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

     On December 15, 2004, Larry O'Donnell, CPA, PC resigned as the principal
accountant engaged to audit the financial statements of MNS. Larry O'Donnell,
CPA, PC performed the audits of MNS's financial statements for the fiscal years
ended December 31, 2003 and 2002. During these periods and the subsequent
interim periods prior to his resignation, there were no disagreements with Larry
O'Donnell, CPA, PC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to Larry O'Donnell, CPA, PC's satisfaction would
have caused Larry O'Donnell, CPA, PC to make reference to this subject matter of
the disagreements in connection with Larry O'Donnell, CPA, PC's report. No
reportable events of the type described in Item 304 (a) (1) (iv) (B) of
Regulation S-B occurred during the two most recent fiscal years.

     The audit reports of Larry O'Donnell, CPA, PC for the Company's fiscal
years ended December 31, 2003 and 2002 did not contain an adverse opinion, or a
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles.

     On December 22, 2005, the Company engaged Comiskey & Company to audit the
Company's financial statements. Prior to its engagement, MNS had not consulted
with Comiskey & Company with respect to: (i) the application of accounting
principles to a specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on MNS's financial statements; or
(iii) any matter that was either the subject of a disagreement or event, as that
term is described in Item 304 (a) (1) (iv) (A) of Regulation S-B.

                                       15
<PAGE>


     The Board of Directors of the Company approved the changes described
herein.

Item 8A.    CONTROLS AND PROCEDURES.

     Within 90 days of the filing of this Form 10-KSB, an evaluation was carried
out by Stephen M. Siedow, our CEO, President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-KSB, is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms. Based on that evaluation, Mr. Siedow
concluded that as of December 31, 2004, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed,
our disclosure controls and procedures were effective to satisfy the objectives
for which they are intended.

     There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.

Item 8B.    OTHER INFORMATION.

     None

                                    PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

IDENTIFICATION OF CURRENT DIRECTORS and EXECUTIVE OFFICERS

     The persons who have served as directors and executive officers of the
Company since February 28, 1997, their ages and positions held in the Company,
are listed below. Each director will serve until the next annual meeting of
shareholders, or until their respective successors have been elected and duly
qualified. Directors serve one-year terms. Officers hold office at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exist or are contemplated. There are no family relationships between
any director or executive officer.

           Name                Age                    Position
           ----                ---                    --------

     Stephen M. Siedow         55       Chief Executive Officer, President and
                                        Chief Financial Officer

BIOGRAPHICAL INFORMATION

     The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out. None of
such persons has ever devoted full time or any significant time to the Company's
business. These persons have agreed to devote only such time to the Company's
business as seems reasonable and necessary from time to time.

     STEPHEN M. SIEDOW. Mr. Siedow is president and sole shareholder of Stephen
M. Siedow, P.C., a professional accounting firm providing auditing, management
consulting, tax services and write-up services to corporations, partnerships and

                                       16
<PAGE>


individuals since 1982. Mr. Siedow specializes in public and SEC accounting and
has experience in industries including mining (gold and coal), oil and gas,
construction, and mergers/acquisitions/ liquidations. Prior to that, he was with
the audit department of Ernst & Young, Certified Public Accountants in Denver,
Colorado, for eight years. Mr. Siedow is a member of the American Institute of
Certified Public Accountants and the Colorado Society of Certified Public
Accountants. Mr. Siedow also is a director, executive officer and significant
shareholder of the following companies, all of which are blank check companies:

          o    Equicap, Inc., a Nevada corporation.
          o    MNS Eagle Equity Group III, Inc., a Nevada corporation.

POTENTIAL CONFLICTS of INTEREST

     The Company's Officers and Directors are affiliated with other blank check
companies having a similar business plan to that of MNS ("Affiliated Companies")
which may compete directly or indirectly with MNS. MNS has not identified a
specific business area, industry or industry segment in which it will seek
combination candidates. MNS has made a determination that it will not
concentrate its search for combination candidates in any particular business,
industry or industry segment, since any such determination is potentially
limiting and confers no advantage to MNS or its shareholders. Certain specific
conflicts of interest may include those discussed below.

     1. The interests of any Affiliated Companies from time to time may be
inconsistent in some respects with the interests of MNS. The nature of these
conflicts of interest may vary. There may be circumstances in which an
Affiliated Company may take advantage of an opportunity that might be suitable
for MNS. Although there can be no assurance that conflicts of interest will not
arise or that resolutions of any such conflicts will be made in a manner most
favorable to MNS and its shareholders, the officers and directors of MNS have a
fiduciary responsibility to MNS and its shareholders and, therefore, must adhere
to a standard of good faith and integrity in their dealings with and for MNS and
its shareholders.

     2. The officers and directors of MNS serve as officers or directors of one
or more Affiliated Companies and may serve as officers and directors of other
Affiliated Companies in the future. MNS's officers and directors are required to
devote only so much of their time to MNS's affairs as they deem appropriate, in
their sole discretion. As a result, MNS's officers and directors may have
conflicts of interest in allocating their management time, services, and
functions among MNS and any current and future Affiliated Companies which they
may serve, as well as any other business ventures in which they are now or may
later become involved.

     3. The Affiliated Companies may compete directly or indirectly with that of
MNS for the acquisition of available, desirable combination candidates. There
may be factors unique to MNS or an Affiliated Company which respectively makes
it more or less desirable to a potential combination candidate, such as age of
the company, name, capitalization, state of incorporation, contents of the
articles of incorporation, etc. However, any such direct conflicts are not
expected to be resolved through arm's-length negotiation, but rather in the
discretion of management. While any such resolution will be made with due regard
to the fiduciary duty owed to MNS and its shareholders, there can be no
assurance that all potential conflicts can be resolved in a manner most
favorable to MNS as if no conflicts existed. Members of MNS's management who
also are members of management of another Affiliated Company will also owe the
same fiduciary duty to the shareholders of the other Affiliated Company.

     Should a potential acquisition be equally available to and desirable for
both MNS and the Affiliated Companies, no guideline exists for determining which
company would make the acquisition. This poses a risk to MNS shareholders that a
desirable acquisition available to MNS may be made by an Affiliated Company,
whose shareholders would instead reap the rewards of the acquisition. An
Affiliated Company's shareholders of course face exactly the same risk. Any
persons who are officers and directors of both MNS and an Affiliated Company do
not have the sole power (nor the power through stock ownership) to determine

                                       17
<PAGE>


which company would acquire a particular acquisition. No time limit exists in
which an acquisition may or must be made by MNS, and there is no assurance when
- or if - an acquisition ever will be completed.

     4. Certain conflicts of interest exist and will continue to exist between
MNS and its officers and directors due to the fact that each has other
employment or business interests to which he devotes his primary attention. Each
officer and director is expected to continue to do so in order to make a living,
notwithstanding the fact that management time should be devoted to MNS's
affairs. MNS has not established policies or procedures for the resolution of
current or potential conflicts of interest between MNS and its management.

     As a practical matter, such potential conflicts could be alleviated only if
the Affiliated Companies either are not seeking a combination candidate at the
same time as the Company, have already identified a combination candidate, are
seeking a combination candidate in a specifically identified business area, or
are seeking a combination candidate that would not otherwise meet MNS's
selection criteria. It is likely, however, that the combination criteria of MNS
and any Affiliated Companies will be substantially identical. Ultimately, MNS's
shareholders ultimately must rely on the fiduciary responsibility owed to them
by MNS's officers and directors.

     There can be no assurance that members of management will resolve all
conflicts of interest in MNS's favor. The officers and directors are accountable
to MNS and its shareholders as fiduciaries, which means that they are legally
obligated to exercise good faith and integrity in handling MNS's affairs and in
their dealings with MNS. Failure by them to conduct MNS's business in its best
interests may result in liability to them. The area of fiduciary responsibility
is a rapidly developing area of law, and persons who have questions concerning
the duties of the officers and directors to MNS should consult their counsel.

SIGNIFICANT EMPLOYEES

     None, other than officers of the Company listed above.

COMMITTEES AND BOARD MEETINGS

     MNS does not have a standing audit, nominating or compensation committee or
any committee performing a similar function although MNS intends to form such
committees in the future after it combines with an operating entity.

NO AUDIT COMMITTEE FINANCIAL EXPERT

     MNS does not have any audit committee financial expert serving on its board
of directors. MNS currently is a blank check company whose plan of operation is
to seek, and if possible, acquire an operating business or assets by entering
into a business combination. As such, MNS has no capital resources and very
little business or financial activity. Therefore, MNS can not afford to retain a
qualified audit committee financial expert, nor does its business or financial
activities currently require the retention of such an expert.

CODE OF ETHICS

     On May 6, 2004, MNS's board of directors adopted a code of ethics that its
principal financial officer, principal accounting officer or controller and any
person who may perform similar functions is subject to. MNS has filed the code
of ethics as exhibit 14 to this Annual Report on Form 10-KSB.

EXCLUSION of DIRECTOR LIABILITY

     Pursuant to the General Corporation Law of Nevada, MNS's Certificate of
Incorporation excludes personal liability on the part of its directors to MNS
for monetary damages based upon any violation of their fiduciary duties as

                                       18
<PAGE>


directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Item 10.    EXECUTIVE COMPENSATION.

CASH and OTHER COMPENSATION

     For the years ended December 31, 2004 and 2003 and through the date of this
report, MNS has not paid any executive officers or directors any cash and cash
equivalent compensation. MNS has no other agreement or understanding, express or
implied, with any director or executive officer concerning employment or cash or
other compensation for services. MNS will undoubtedly pay compensation to
officers and other employees should it succeed in acquiring a business and funds
exist for compensation.

COMPENSATION PURSUANT to PLANS

     For the years ended December 31, 2004 and 2003 and through the date of this
report, no director or executive officer has received compensation from MNS
pursuant to any compensatory or benefit plan. There is no plan or understanding,
express or implied, to pay any compensation to any director or executive officer
pursuant to any compensatory or benefit plan of MNS, although MNS anticipates
that it will compensate its officers and directors for services to MNS with
stock or options to purchase stock, in lieu of cash.

     MNS currently has in place an employee stock compensation plan and
compensatory stock option plan. MNS has no long-term incentive plans, as that
term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted, although other plans
may be adopted by new management following completion of a business combination.

COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

     The following table sets forth information concerning the compensation of
MNS's Chairman of the Board, Chief Executive Officer and its other most highly
compensated executive officers for the fiscal years ended December 31, 2004,
2003 and 2002.
<TABLE>
<CAPTION>

                                                       Long-Term Compensation
                                                      ------------------------
                           Annual Compensation                 Awards             Payouts
                      -----------------------------   ------------------------    -------
      (a)             (b)     (c)      (d)     (e)       (f)            (g)         (h)        (i)
                                                                    Securities
  Name and                                            Restricted    Underlying      ($)      All Other
  Principal                   ($)      ($)     ($)       Stock        Options      LTIP       Compen-
  Position            Year   Salary   Bonus   Other    Awards($)     & SARs(#)    Payouts    sation($)
  --------            ----   ------   -----   -----    ---------     ---------    -------    ---------
<S>                   <C>    <C>      <C>    <C>         <C>           <C>         <C>         <C>
Stephen M. Siedow     2004   $ -0-    None    None       None          None        None        $ -0-
 Chairman, CEO,       2003   $ -0-    None    None       None          None        None        $ -0-
 President and CFO    2002   $ -0-    None    None       None          None        None        $ -0-
</TABLE>

OPTION/SAR GRANTS

     No individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs, have been made to any
executive officer or any director during the year ended December 31, 2004,
accordingly, no stock options were exercised by any of the officers or directors
in fiscal 2004.

                                       19
<PAGE>


EMPLOYEE STOCK COMPENSATION PLAN

     MNS has adopted the 1997 Employee Stock Compensation Plan for employees,
officers, directors of MNS and advisors to MNS (the "ESC Plan"). MNS has
reserved a maximum of 1,000,000 common shares to be issued upon the grant of
awards under the ESC Plan. Employees will recognize taxable income upon the
grant of common stock equal to the fair market value of the common stock on the
date of the grant and MNS will recognize a compensating deduction for
compensation expense at such time. The ESC Plan will be administered by the
Board of Directors or a committee of directors. No shares have been awarded or
currently are anticipated to be awarded under the ESC Plan.

COMPENSATORY STOCK OPTION PLAN

     MNS has adopted the 1997 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "CSO Plan"). MNS has reserved a maximum
of 1,500,000 Common Shares to be issued upon the exercise of options granted
under the CSO Plan. The CSO Plan will not qualify as an "incentive stock option"
plan under Section 422 of the Internal Revenue Code of 1986, as amended. Options
will be granted under the CSO Plan at exercise prices to be determined by the
Board of Directors or other CSO Plan administrator. With respect to options
granted pursuant to the CSO Plan, optionees will not recognize taxable income
upon the grant of options granted at or in excess of fair market value. However,
optionees will realize income at the time of exercising an option to the extent
the market price of the common stock at that time exceeds the option exercise
price, and MNS must recognize a compensation expense in an amount equal to any
taxable income realized by an optionee as a result of exercising the option. The
CSO Plan will be administered by the Board of Directors or a committee of
directors. No options have been granted or currently are anticipated to granted
under the CSO Plan.

COMPENSATION OF DIRECTORS

     MNS has no standard arrangements in place or currently contemplated to
compensate MNS directors for their service as directors or as members of any
committee of directors.

EMPLOYMENT CONTRACTS

     No person has entered into any employment or similar contract with MNS. It
is not anticipated that MNS will enter into any employment or similar contract
unless in conjunction with or following completion of a business combination.

Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

BENEFICIAL OWNERSHIP

     The following table sets forth, as of the date of this report, the stock
ownership of each executive officer and director of MNS, of all executive
officers and directors of MNS as a group, and of each person known by MNS to be
a beneficial owner of 5% or more of its common stock. Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power as such shares. No person listed below has any
option, warrant or other right to acquire additional securities of MNS, except
as may be otherwise noted.

        Name and Address             Amount & Nature
         of Beneficial                of Beneficial                   Percent
             Owner                      Ownership                     of Class
             -----                      ---------                     --------

     *Stephen M. Siedow                  301,500                       100.0%
      12373 E. Cornell Avenue
      Aurora, Colorado 80014

     *All directors & officers           301,500                       100.0%
      as a group (1 person)


                                       20
<PAGE>


     Despite not having received any compensation and not having otherwise
engaged in any transactions involving the acquisition or disposition of assets
with MNS, the current officers and directors of MNS may be deemed to be
"promoters" and "founders" of MNS.

CHANGES in CONTROL

     A change of control of MNS probably will occur upon consummation of a
business combination, which is anticipated to involve significant change in
ownership of MNS and in the membership of the board of directors. The extent of
any such change of control in ownership or board composition cannot be predicted
at this time.

Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During 2004 and 2003, MNS incurred corporate, administrative and accounting
fees of approximately $3,400 and $1,700 for services performed by the Company's
president and for expenses paid by the president on behalf of MNS. MNS has a
payable to its president in the amount of $4,734 and $1,332 at December 31, 2004
and 2003, respectively. At the present time, the Company does not require any
office space and MNS uses the office of its president for corporate and
administrative purposes.

     On August 23, 2005, the Company purchased from nine shareholders 352,500
shares of its $.001 par value common stock for $705 or $.002 per share. On
September 27, 2005, the Company purchased from four shareholders 28,500 shares
of its $.001 par value common stock for $57 or $.002 per share. These shares
were cancelled by the Company. The Company's president advanced the necessary
funds to complete the stock purchases.

     No officer, director or employee of MNS has received a salary of $60,000 or
more in 2004 or 2003. There were no transactions, or series of transactions, for
the years ended December 31, 2004 or 2003, nor are there any currently proposed
transactions, or series of transactions, to which MNS is a party, in which the
amount exceeds $60,000, and in which to the knowledge of MNS any director,
executive officer, nominee, five percent or greater shareholder, or any member
of the immediate family of any of the foregoing persons, have or will have any
direct or indirect material interest.

Item 13.    EXHIBITS.

     The following exhibits are filed with this report, except those indicated
as having previously been filed with the Securities and Exchange Commission and
are incorporated by reference to another report, registration statement or form.
As to any shareholder of record requesting a copy of this report, MNS will
furnish any exhibit indicated in the list below as filed with this report upon
payment to MNS of its expenses in furnishing the information. Any references to
the "MNS" mean MNS Eagle Equity Group, Inc.

     3.1       Certificate of Incorporation of MNS as filed with the
               Nevada Secretary of State on February 28, 1997................ 2

     3.4       Bylaws of MNS................................................. 2

     4.1       Specimen common stock certificate............................. 2

                                       21
<PAGE>


     10.1      1997 Compensatory Stock Option Plan of MNS.................... 2

     10.2      1997 Employee Stock Compensation Plan of MNS.................. 2

     14        Code of Ethics................................................ 1

     31        Certification of the Chief Executive Officer, President
               and Chief Financial Officer filed pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002......................... 1

     32        Certification of the Chief Executive Officer, President
               and Chief Financial Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.................................... 1

               1 - Filed herewith as an exhibit.

               2 - Incorporated by reference to registration statement on Form
                   10SB-12G, filed on October 22, 1999, SEC file number 0-27775.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $-0- and $870,
respectively.

AUDIT RELATED FEES

     None

TAX FEES

     None

ALL OTHER FEES

     None

PRE-APPROVAL POLICIES AND PROCEDURES

     On May 6, 2004 MNS's board of directors adopted resolutions in accordance
with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all auditing
services and all audit related, tax or other services not prohibited under
Section 10A(g) of the Securities Exchange Act of 1934, as amended to be
performed for MNS by its independent auditors, subject to the de minimus
exception described in Section 10A(i)(1)(B) of the Exchange Act. These
resolutions authorized MNS's independent auditors to perform audit services

                                       22
<PAGE>


required in connection with the annual audit relating to the fiscal year ended
December 31, 2004 and the quarterly reviews for the subsequent fiscal quarters
of 2005 through the review for the quarter ended September 30, 2005 at which
time additional pre-approvals for any additional services to be performed by
MNS's auditors would be sought from the Board. MNS's board of directors also
appointed and authorized Stephen M. Siedow to grant pre-approvals of other
audit, audit-related, tax and other services requiring board approval to be
performed for MNS by our independent auditors, provided that the designee,
following any such pre-approvals, thereafter reports the pre-approvals of such
services at the next following regular meeting of the Board.

INDEX TO FINANCIAL STATEMENTS.

     Report of Independent Registered Public Accounting Firms......... F-1 - F-2

     Balance Sheet as of December 31, 2004............................    F-3

     Statements of Operations for the years ended December 31, 2004
        and 2003 and for the period February 28, 1997 (inception)
        to December 31, 2004..........................................    F-4

     Statements of Changes in Stockholders' Deficit for the period
        February 28, 1997 (inception) to December 31, 2004............    F-5

     Statements of Cash Flows for the years ended December 31, 2004
        and 2003 and for the period February 28, 1997 (inception)
        to December 31, 2004..........................................    F-6

     Notes to Financial Statements ...................................    F-7


                                       23
<PAGE>


                                   SIGNATURES

     In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date: January 4, 2006

                                      MNS EAGLE EQUITY GROUP, INC.

                                      By: /s/ Stephen M. Siedow
                                          --------------------------------------
                                              Stephen M. Siedow, Chief Executive
                                              Officer, President, and Chief
                                              Financial Officer


     In accordance with 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.


        Name                            Title                        Date
        ----                            -----                        ----

/s/ Stephen M. Siedow       Sole Director, Chief Executive       January 4, 2006
---------------------       Officer, President, and Chief
Stephen M. Siedow           Financial Officer


                                       24
<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
MNS Eagle Equity Group, Inc.

We have audited the accompanying balance sheets of MNS Eagle Equity Group, Inc.
as of December 31, 2004, and the related statements of operations, changes in
stockholders' deficit and cash flows for the year then ended and for the period
from inception February 28, 1997 to December 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MNS Eagle Equity Group, Inc. as
of December 31, 2004, and the results of its operations and its cash flows for
the year then ended and for the period from inception February 28, 1997 to
December 31, 2004, in conformity with generally accepted accounting principles
in the United States of America.


                                           COMISKEY & COMPANY
Denver, Colorado
December 30, 2005                          PROFESSIONAL CORPORATION


                                       F-1
<PAGE>


                           Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
                                                                          Unit 1
                                                         Aurora, Colorado  80014



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
MNS Eagle Equity Group, Inc.

I have audited the accompanying statements of operations, changes in
stockholders' deficit and cash flows of MNS Eagle Equity Group, Inc. for year
ended December 31, 2003 and for the period from inception February 28, 1997 to
December 31, 2003. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of MNS Eagle Equity
Group, Inc. for the year ended December 31, 2003 and for the period from
inception February 28, 1997 to December 31, 2003, in conformity with generally
accepted accounting principles in the United States of America.



Larry O'Donnell, CPA, P.C.

February 11, 2004


                                       F-2
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2004



                                     ASSETS


Total assets                                                           $   --
                                                                       ========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
   Accounts payable                                                    $    870
   Due to an officer/stockholder                                          4,734
                                                                       --------
                                                                          5,604

Stockholders' deficit:
   Preferred stock; $.001 par value; authorized -
      5,000,000 shares; issued - none
   Common stock; $.001 par value; authorized -
      50,000,000 shares; issued and outstanding -
      682,500 shares                                                        682
   Additional paid-in capital                                            17,068
   Deficit accumulated during the development stage                     (23,354)
                                                                       --------
                                                                         (5,604)
                                                                       --------

Total liabilities and stockholders' deficit                            $   --
                                                                       ========

                      See notes to the financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                            Statements of Operations


                                                                      Feb. 28, 1997
                                                                      (inception) to
                                              Year ended December 31,  December 31,
                                                 2004         2003         2004
                                              ---------    ---------    ---------
<S>                                           <C>
Revenues:
   Sale of investments                        $            $            $   6,865
                                              ---------    ---------    ---------

Costs and expenses:
   Amortization                                                               445
   General and administrative                     7,314        1,727       29,774
                                              ---------    ---------    ---------
                                                  7,314        1,727       30,219
                                              ---------    ---------    ---------

Net loss applicable to common shareholders    $  (7,314)   $  (1,727)   $ (23,354)
                                              =========    =========    =========

Basic and diluted net loss per common share   $    (.01)   $      **
                                              =========    =========

Weighted average number of common
   shares outstanding                           682,500      682,500
                                              =========    =========

** Less than $(.01) per share.


                      See notes to the financial statements

                                       F-4
<PAGE>


                                         MNS EAGLE EQUITY GROUP, INC.
                                         (A Development Stage Company)
                                 Statements of Changes in Stockholders' Deficit



                                                                                              Deficit
                                                     Common Stock           Additional      Accumulated
                                              ------------------------        Paid-in           from
                                               Shares          Amount         Capital        Inception
                                              --------        --------        --------       ---------

Balances, February 28, 1997 (inception)           --          $   --          $   --          $   --
   Common stock issued for services,
      valued at $.10 per share                 700,000             700           6,300
   Common stock issued for cash,
      valued at $.30 per share                  25,000              25           7,475
   Common stock issued for cash, net
      of offering costs of $1,750                7,500               7           3,243
   Cancellation of common stock                (50,000)            (50)             50
   Net loss for the period                                                                     (10,654)
                                              --------        --------        --------        --------
Balances, December 31, 1997                    682,500             682          17,068         (10,654)
   Net loss                                                                                     (3,247)
                                              --------        --------        --------        --------
Balances, December 31, 1998                    682,500             682          17,068         (13,901)
   Net loss                                                                                     (1,687)
                                              --------        --------        --------        --------
Balances, December 31, 1999                    682,500             682          17,068         (15,588)
   Net income                                                                                    3,997
                                              --------        --------        --------        --------
Balances, December 31, 2000                    682,500             682          17,068         (11,591)
   Net loss                                                                                     (1,391)
                                              --------        --------        --------        --------
Balances, December 31, 2001                    682,500             682          17,068         (12,982)
   Net loss                                                                                     (1,331)
                                              --------        --------        --------        --------
Balances, December 31, 2002                    682,500             682          17,068         (14,313)
   Net loss                                                                                     (1,727)
                                              --------        --------        --------        --------
Balances, December 31, 2003                    682,500             682          17,068         (16,040)
   Net loss                                                                                     (7,314)
                                              --------        --------        --------        --------
Balances, December 31, 2004                    682,500        $    682        $ 17,068        $(23,354)
                                              ========        ========        ========        ========


                                     See notes to the financial statements

                                                      F-5
<PAGE>


                                     MNS EAGLE EQUITY GROUP, INC.
                                     (A Development Stage Company)
                                       Statements of Cash Flows


                                                                                               Feb. 28, 1997
                                                                                               (inception) to
                                                                       Year ended December 31,  December 31,
                                                                           2004        2003        2004
                                                                         --------    --------    --------

Cash flows from operating activities:
   Net loss                                                              $ (7,314)   $ (1,727)   $(23,354)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Amortization                                                                                     445
     Common stock issued for services                                                               6,300
     Changes in operating assets and liabilities:
     Decrease (increase) in amounts
       due from a related party                                             6,058      (1,753)       --
     Decrease in investments                                                                          175
     (Decrease) increase in accounts payable                                 (814)      1,684         870
     Increase in amounts due to officer/stockholder                         2,070       1,796       4,734
                                                                         --------    --------    --------
       Net cash used in operating activities                                 --          --       (10,830)
                                                                         --------    --------    --------

Cash flows from investing activities:
   Organization costs                                                                                (100)
                                                                         --------    --------    --------
       Net cash used in investing activities                                 --          --          (100)
                                                                         --------    --------    --------

Cash flows from financing activities:
   Proceeds from sale of common stock                                                              12,500
   Deferred offering costs                                                                         (1,570)
                                                                         --------    --------    --------
       Net cash provided by financing activities                             --          --        10,930
                                                                         --------    --------    --------

Net increase (decrease) in cash                                              --          --          --
Cash at beginning of year                                                    --          --          --
                                                                         --------    --------    --------
Cash at end of year                                                      $   --      $   --      $   --
                                                                         ========    ========    ========



Supplemental disclosure of noncash investing and
   financing activities:
   Common stock issued for organizational costs                                                  $    345
                                                                                                 ========
   Common stock issued for deferred offering costs                                               $    770
                                                                                                 ========
   Common stock issued for services                                                              $  6,300
                                                                                                 ========

                                 See notes to the financial statements

                                                  F-6
</TABLE>
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



Note 1 - Organization and Summary of Significant Accounting Policies

Organization of Business
------------------------

The financial statements presented are those of MNS Eagle Equity Group, Inc., a
development stage company (the "Company"). The Company was organized under the
laws of the State of Nevada on February 28, 1997. The Company's activities, to
date, have been organizational in nature, and have been directed towards the
raising of capital and to discussions of potential business combinations. Should
the Company eventually engage in a business combination, future consolidated
operations of the Company would depend on the operations of the company with
which it combines.

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 reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could
differ materially from these estimates.

Investments
-----------

Investments are carried at cost.

Deferred Offering Costs
-----------------------

Costs incurred directly related to the private placement offering are
capitalized. Such costs will be offset against the proceeds received from the
private placement.

Organization Costs
------------------

Organization costs are expensed as incurred. Prior to December 31, 1998
organization costs were capitalized and amortized over five years.

Fair Value of Financial Instruments
-----------------------------------

The fair value of the liability due to officer/stockholder is not practicable to
estimate, based upon the related party nature of the underlying transactions.

                                      F-7
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, establishes requirements for disclosure of comprehensive income (loss).
During the years ended December 31, 2004 and 2003, the Company did not have any
components of comprehensive income (loss) to report.

Net Loss Per Share
------------------

SFAS No. 128, Earnings Per Share, requires dual presentation of basic and
diluted earnings or loss per share (EPS") for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution; diluted EPS reflects the potential
dilution 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 entity.

Basic loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if dilutive securities and 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, unless the effect is to
reduce a loss or increase earnings per share. The Company had no potential
common stock instruments which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.

Stock-Based Compensation
------------------------

SFAS No. 123, Accounting For Stock-Based Compensation, defines a
fair-value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company, at times, issues shares of common
stock in payment for services rendered to the Company. The estimated fair value
of the shares issued approximates the value of the services provided.

The Company accounts for employee stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
Accounting For Stock Issued To Employees ("APB No. 25") and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of the grant over the amount an employee must pay to acquire the stock.

During the years ended December 31, 2004 and 2003, there were no stock options
granted or outstanding.

                                      F-8
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



Recently Issued Accounting Pronouncements
-----------------------------------------

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) Share-Based Payment, which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB No. 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company has no
outstanding stock options at December 31, 2004. Therefore, the initial adoption
of this standard is not expected to have an impact on the Company's financial
position and results of operations.

Note 2 - Investments

The Company sold its investments in MNS Eagle Equity Group I, Inc. and MNS Eagle
Equity Group II, Inc. during fiscal year 2000. Revenues have been recorded net
of all related costs.

On August 14, 2002, the Company surrendered 34,916 shares of MNS Eagle Equity
Group III, Inc. and MNS Eagle Equity Group IV, Inc. to these respective
companies for no consideration. These shares were subsequently cancelled. Each
of these corporations had similar stockholders as the Company. The Company will
in certain instances advance funds to these entities to cover their operating
costs. Such advances were recorded as receivables. In September 2004, the
Company wrote-off as uncollectible a $3,884 receivable, and the balance was
recorded as a reduction in the payable to the stockholder.

Note 3 - Stockholders' Deficit

Common Stock Transactions
-------------------------

On February 28, 1997, the Company issued 700,000 shares of common stock for
services and deferred offering costs, valued at $.10 per share. These shares
were issued to officers and directors for services rendered prior to
incorporation.

On February 28, 1997, the Company issued 25,000 shares of common stock for cash,
valued at $.30 per share.

On April 25, 1997, the Company granted two year options on a pro-rata basis to
its officers, directors and stockholders to purchase 687,500 shares of the
725,000 shares that it owned in each of its wholly owned subsidiaries.

                                      F-9
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



The Company offered for sale, at the price of US$1.00 per unit, a total of
100,000 Units. Each Unit consisted of a share of common stock in six different
corporations for a total of six shares (6) of stock, including one share of
common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc., and
one share of common stock, $.001 par value per share, of each of the following
corporations organized in the State of Nevada and which were at that time wholly
owned subsidiaries of the Company, namely: MNS Eagle Equity Group I, Inc., MNS
Eagle Equity Group II, Inc., MNS Eagle Equity Group III, Inc., MNS Eagle Equity
Group IV, Inc. and MNS Eagle Equity Group V, Inc. No minimum number of Units had
to be sold. The offering was not registered under the Securities Act of 1933, as
amended ("Act"), and was offered to qualified investors in reliance upon the
exemption from such registration requirements provided by Section 4(2) of the
Act and/or Rule 505 of Regulation D under the Act and applicable state laws.
Accordingly, the Units and component shares were deemed "restricted securities"
and are subject to significant restrictions on transfer.

On June 18, 1997, the officers and directors of the Company exercised the stock
options held by them. Options on 616,378 of the 687,500 optioned shares in each
of the Company's wholly owned subsidiaries were exercised.

On October 31, 1997, the Company closed the private placement offering. A total
of 7,500 units were sold for $7,500. The proceeds were allocated by the Company
as follows: $5,000 to the Company and $500 to each of its wholly owned
subsidiaries. Offering costs of $1,750 and $175 were incurred by the Company and
each of its subsidiaries, respectively.

On November 18, 1997, a stockholder of the Company surrendered 50,000 shares of
the Company's $.001 par value common stock back to the Company for no
consideration. These shares were cancelled by the Company. Options on 47,416 of
the 687,500 optioned shares in each of the Company's wholly owned subsidiaries
were also cancelled.

On November 25, 1997, a stockholder of the Company exercised the stock options
held by him. Options on 23,706 of the 687,500 optioned shares in each of the
Company's wholly owned subsidiaries were exercised.

Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote.

Preferred Stock
---------------

No shares of preferred stock have been issued or are outstanding. Dividends,
voting rights and other terms, rights and preferences of the preferred shares
have not been designated but may be designated by the Board of Directors from
time to time.

                                      F-10
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



1997 Stock Option Plan
----------------------

The Company has adopted a stock option plan (the "CSO Plan") which allows for
the issuance of options to purchase up to 1,500,000 shares of stock to
employees, officers, directors and consultants of the Company. The CSO Plan is
not intended to qualify as an "incentive stock option plan" under Section 422 of
the Internal Revenue Code. Options will be granted under the CSO Plan at
exercise prices to be determined by the Board of Directors or other CSO Plan
administrator. The Company will incur compensation expense to the extent that
the market value of the stock at date of grant exceeds the amount the grantee is
required to pay for the options. No options have been granted under the CSO Plan
to date.

1997 Employee Stock Compensation Plan
-------------------------------------

The Company has adopted an employee stock compensation plan (the "ESC Plan")
which allows for the issuance of up to 1,000,000 shares of stock to employees,
officers, directors and consultants of the Company. The Company will incur
compensation expense to the extent the market value of the stock at date of
grant exceeds the amount the employee is required to pay for the stock (if any).
The ESC Plan will be administered by the Board of Directors or a committee of
directors. No stock has been awarded under the ESC Plan to date.

Note 4 - Income Taxes

The Company recognizes deferred income tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the differences between the financial
statement carrying amounts and the tax basis of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected
to reverse.

The Company incurred no income taxes for the years ended December 31, 2004 and
2003. The expected income tax benefit for the years ended December 31, 2004 and
2003 is approximately $1,100 and $300, respectively. The difference between the
expected income tax benefit and non-recognition of an income tax benefit in each
period is the result of a valuation allowance applied to deferred tax assets.

Net operating loss carryforwards of approximately $17,100 at December 31, 2004
are available to offset future taxable income, if any, and expire in 2024. This
results in a net deferred tax asset of approximately $2,600 at December 31,
2004. A valuation allowance in the same amount has been provided to reduce the
deferred tax asset, as realization of the asset is not assured.

                                      F-11
<PAGE>


                          MNS EAGLE EQUITY GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years Ended December 31, 2004 and 2003



Note 5 - Related Party Transactions

During 2004 and 2003, the Company incurred corporate, administrative and
accounting fees of approximately $3,400 and $1,700 for services performed by the
Company's president and for expenses paid by the president on behalf of the
Company. The Company has a payable to its president in the amount of $4,734 at
December 31, 2004. At the present time, the Company does not require any office
space and the Company uses the office of its president for corporate and
administrative purposes.

General and administrative expense includes $3,884 in costs previously incurred
on behalf of MNS Eagle Equity Group III, Inc. by the Company for which
management expects no repayment. These amounts were charged to expense in
September 2004.

Note 6 - Subsequent Events

On August 23, 2005, the Company purchased from nine shareholders 352,500 shares
of its $.001 par value common stock for $705 or $.002 per share. On September
27, 2005, the Company purchased from four shareholders 28,500 shares of its
$.001 par value common stock for $57 or $.002 per share. These shares were
cancelled by the Company. The Company's president advanced the necessary funds
to complete the stock purchases.

                                      F-12