UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 Form 10-KSB

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

     For the fiscal year ended December 31, 2005

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

     For the transition period from ________ to __________

                      Commission File Number: 000-27827

                            THE LIQUID GROUP, INC.
              (Exact name of Registrant as specified in charter)

NEVADA                                            33-0874810
State or other jurisdiction of                    I.R.S. Employer I.D. No.
incorporation or organization

4080 PARADISE ROAD, SUITE 15-168, LAS VEGAS, NV             89706
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:  (702) 204-7792

170 Newport Center Drive, Suite 220, Newport Beach, CA   92660
(Former Address, if Changed Since Last Report)

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
Par Value $.001

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

<PAGE>

Check if 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.   [X]

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   [ ]

State issuer's revenues for its most recent fiscal year:  $235,362

The aggregate market value of the voting stock held by non-affiliates of the
registrant (5,941,781 shares) as of April 10, 2006, was $1,188,356, computed
by reference to the price at which the stock was last sold by the registrant.
The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by using the closing sale price has been indeterminable
within the past 60 days since there was no public market for the stock during
that period.

At April 10, 2006, there were 11,483,448 shares of the Registrant's Common
Stock outstanding.

Documents Incorporated by Reference:  None

<PAGE>

                              TABLE OF CONTENTS

PART I                                                                      4

  ITEM 1.  DESCRIPTION OF BUSINESS                                          4
  ITEM 2.  DESCRIPTION OF PROPERTY                                          7
  ITEM 3.  LEGAL PROCEEDINGS                                                7
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              7

PART II                                                                     8

  ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         8
  ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        9
  ITEM 7.  FINANCIAL STATEMENTS                                            11
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                   11
           ON ACCOUNTING AND FINANCIAL DISCLOSURE
  ITEM 8A. CONTROLS AND PROCEDURES                                         11
  ITEM 8B. OTHER INFORMATION                                               12

PART III                                                                   12

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;   12
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  ITEM 10. EXECUTIVE COMPENSATION                                          15
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  16
           AND RELATED STOCKHOLDER MATTERS
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  19
  ITEM 13. EXHIBITS                                                        21
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                          22

SIGNATURES                                                                 23

<PAGE>

                                    PART I

                       ITEM 1.  DESCRIPTION OF BUSINESS

Background and Overview

     Our company was incorporated under the laws of the State of Nevada on
August 19, 1999, but had conducted no business activities from its inception
until the completion of the acquisition of The Liquid Group, Inc. on November
14, 2005.  As a result of the closing of the acquisition transaction, The
Liquid Group, Inc. became a wholly owned subsidiary of our company.  On March
23, 2006, we merged The Liquid Group, Inc. into our company and changed the
name of our company to The Liquid Group, Inc.  Hereinafter, this former
subsidiary is referred to as Liquid Group.

     On July 13, 2005, shareholders owning a majority of the outstanding
shares of the Liquid Group approved a reverse triangular merger agreement
between and among Liquid Group, our company, and Mezzanine Acquisitions
Corporation, a wholly owned subsidiary of our company formed solely for the
purpose of the triangular merger transaction.  The merger agreement was
executed by the parties on August 22, 2005.  It provided for the merger of
our newly formed subsidiary into Liquid Group and the issuance of our shares
for all of the outstanding shares of Liquid Group.  The merger was effective
and the closing of the Merger Agreement was held on November 14, 2005.

     At the effective time of the merger, we issued 9,312,500 shares on a
pro-rata basis to the shareholders of Liquid Group and the shareholders of
Liquid Group owned approximately 83% of our outstanding shares.  Each of the
shareholders of Liquid Group who received our shares in the merger
transaction was also granted the right to include those shares in the next
available registration statement filed by us which permits the inclusion of
selling security holders.  At the time of the closing of the merger
agreement, Eric Bronk, the sole director, and all of the officers resigned
and the following persons were appointed to the positions with our company as
set forth below:

          Name                     Position(s)
          ----                     -----------
          Jason Daggett            Director, President, and CEO
          Charles J. Peters        Director
          Mark Rogers              Director
          Stephen G. Murphy        Treasurer and CFO

     Management believes that the control of our company changed from Eric
Bronk, our prior sole director, to the current management of the company by
virtue of their control of management of our company and their stock
ownership in the company as a result of the merger transaction.

                                      4
<PAGE>

Background of Liquid Group

     Liquid Group was incorporated under the laws of the State of Nevada on
July 14, 1999 as BDR Showalter, Inc. and changed its name to The Liquid
Group, Inc. on January 27, 2005.  Through January 28, 2005, Liquid Group was
owned and managed by its sole shareholder and director at the time, Jason
Daggett.

     On March 1, 2005, Liquid Group entered into an Asset Purchase Agreement
with The Liquid Consulting Group, Inc., a New York corporation, and its sole
shareholder, Brett Pojunis, to acquire the business assets of Liquid
Consulting Group.  Liquid Consulting Group had been in the business of
distributing financial products and services, including investor relations
services and public relations services.  The assets of the business acquired
by Liquid Group included the rights under leases of equipment and licenses of
intellectual property used by Liquid Consulting Group in its business.  It
also included computer hardware and computer data, peripherals and
accessories, a telephone system, and other office equipment and furniture.
Also included were the corporate name, copyrights, customer lists, domain
names, URL addresses, transferable permits and licenses, and other
intellectual property.  The purchase price of the assets was $10,000 and
500,000 shares of common stock of Liquid Group.

Business Operations

     With the acquisition of Liquid Group, we have commenced operations as a
business consulting firm and provide a variety of financial, mergers &
acquisitions, investor and public relations, and credit card merchant,
consulting services to a our clients.  Our business model is to continue to
provide these services to start-up and existing public companies.
Specifically, we assist client companies by developing private placement
funding structures, furnishing strategic business planning, providing advise
relating to regulatory documentation and filings, offering consulting
services related to corporate restructuring, and identifying and structuring
merger and acquisition opportunities.

     We employ several methods to locate prospective clients.  Principally,
we rely on contacts generated by our management.  We also obtain referrals
from previous clients and do our own research of various databases that
profile public and private companies.

     We charge clients monthly or predetermined fees which vary in both
amount and form.  Acceptable payments include cash, securities of the client
corporation, other assets, or some combination of the three.  This payment
arrangement allows many organizations, especially start-up ventures and those
experiencing financial difficulties, to obtain our services without draining
necessary cash funds.  However, accepting stock as compensation occasionally
impairs our cash flow, and for this reason acceptable payments and the size
of payments we charge for our services vary with the volatility of the
clients' securities, the amount and nature of work involved, and the expenses
related to the services being rendered.  The decision to accept a prospective
client depends on the client's financial stability, the type of services
needed, and the compensation format.

                                      5
<PAGE>

     We intend to seek quotation of our common stock on the OTC Bulletin
Board.  In connection with the application for quotation of our common stock
on the OTC Bulletin Board, management intends to seek a broker-dealer to
become the initial market maker for our common stock and to submit the
application to the OTC Bulletin Board.  There have been no preliminary
discussions or understandings between us, or anyone acting on our behalf, and
any market maker regarding such application or the participation of any such
market maker in the future trading market for our common stock.  Management
intends to contact broker-dealers who make markets in Bulletin Board
companies until one agrees to make the application.  There is no assurance
that we will be successful in locating such a broker-dealer, or that the
application, if submitted, would be approved.

Business Acquisition Strategy

     Our business objective is to continue to expand our current financial
consulting operations, and to opportunistically grow through acquisition of
small mid-tier financial consulting firms in the United States.

     We believe that acquired, and/or affiliated, companies may enable us to
expand our geographic presence, enter new service areas and expand our
revenue base, with a particular focus on consolidating the mid-tier financial
services segment.  We have unrestricted discretion in seeking and
participating in a business opportunity.  We currently have no target company
for such an acquisition.

     The selection of a business opportunity in which to participate is
complex and risky.  Additionally, as we have only limited resources available
to us, it may be difficult to find good opportunities.  There can be no
assurance that we will be able to identify and acquire any business
opportunity based on management's business judgment.  We have not begun
negotiations with any potential business ventures.

     We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor.  We anticipate that proposed
business ventures will be made available to us through personal contacts of
directors, executive officers and stockholders, professional advisors, broker
dealers in securities, venture capital personnel, members of the financial
community, attorneys, and others who may present unsolicited proposals.  In
certain cases, we may agree to pay a finder's fee or to otherwise compensate
the persons who submit a potential business endeavor in which we eventually
participate.  Such persons may include our directors, executive officers,
beneficial owners or their affiliates.  In this event, such fees may become a
factor in negotiations regarding a potential acquisition and, accordingly,
may present a conflict of interest for such individuals.  Our directors and
executive officer have not used any particular consultants, advisors or
finders on a regular basis to locate potential business opportunities.

     The possibility exists that we may acquire or merge with a business or
company in which our executive officers, directors, beneficial owners or
their affiliates may have an ownership interest.  Our current policy does not
prohibit such transactions.  Because no such transaction is

                                      6
<PAGE>

currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.

Competition

     Management believes we compete with other companies offering financial
media or business services.  Specific companies include FinancialContent, Inc.,
Financial Media Group, TheStreet.com, Dow Jones Co., Inc., Media General and
StockGroup Info Sys.  Management believes we will be able to successfully
compete with these and other entities because of our management and
consultants' relationships with potential clients.

     In connection with any proposed acquisition target, we will likely be in
competition with other business entities, many of which are expected to have
a competitive edge over us by virtue of their stronger financial resources
and prior experience in business.  There is no assurance that we will be
successful in operating any business which we may acquire.

Employees

     At April 10, 2006, we had three employees, none of whom were full-time.
We also had consulting arrangements with Mr. Peters, a director, and with
Cygni Capital LLC.  Cygni Capital provides advice and consultation to
management regarding general business and corporate finance issues and
planning.  Mr. Bronk, our prior sole director and a former executive officer,
is the president and sole managing member of Cygni Capital.


                       ITEM 2.  DESCRIPTION OF PROPERTY

     Cygni Capital LLC, a corporation affiliated with Eric Chess Bronk,
one of our shareholders, provides administrative services to us at Cygni's
offices located at 170 Newport Center Drive, Suite 220, Newport Beach,
California.  Cygni also provides, at no additional cost, an office for use
by Jason Daggett, our president.


                          ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.


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

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2005.

                                      7
<PAGE>

                                   PART II

                    ITEM 5.  MARKET FOR COMMON EQUITY AND
                         RELATED STOCKHOLDER MATTERS

     There is no public trading market for our common stock. We plan to apply
to the OTC Bulletin Board for quotation of our common stock, but there is no
assurance when, or if, such application will be approved.

     At April 10, 2006, we had no shares of our common stock which were
subject to outstanding options or warrants, or were subject to outstanding
securities convertible into our common stock.  In connection with the
acquisition of our former subsidiary, The Liquid Group, Inc., which closed on
November 14, 2005, we agreed to register certain of the shares issued by us
to the shareholders of that entity.  We have also agreed to register for
resale all of the outstanding shares held by our shareholders prior to the
closing of that transaction.

Holders

     At April 10, 2006, we had 73 shareholders of record as reported to us by
our transfer agent.  The Company has appointed Interwest Transfer Company,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117, to act as
transfer agent.

Dividend Policy

     Since our inception we have not paid any cash dividends on our common
stock and we do not anticipate that we will pay dividends in the foreseeable
future.

Sales of Unregistered Securities

     Since the year ended December 31, 2005, the following securities were
sold by us without registering the securities under the Securities Act:

  *  Pursuant to the terms of the Agreement of Merger between the Company and
     our former subsidiary, The Liquid Group, we assumed the obligation to
     issue 250,000 shares of common stock to Brett Pojunis for the final
     payment for purchase of assets from Mr. Pojunis.  The shares were issued
     in the first quarter without registration under the Securities Act by
     reason of the exemption from registration afforded by the provisions of
     Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
     thereunder, as a transaction by an issuer not involving any public
     offering.  Mr. Pojunis was an accredited investor as defined in Rule 501
     of Regulation D at the time of the issuance.  Mr. Pojunis delivered
     appropriate investment representations with respect to the issuance and
     consented to the imposition of restrictive legends upon the certificate
     evidencing such shares.  He represented that he had not entered into the
     transaction with us as a result of or subsequent to any advertisement,
     article, notice, or other communication published in any newspaper,
     magazine, or similar media or broadcast on television or radio, or

                                      8
<PAGE>
     presented at any seminar or meeting.  He represented that he had been
     afforded the opportunity to ask questions of our management and to
     receive answers concerning the terms and conditions of the stock
     issuance.  No underwriting discounts or commissions were paid in
     connection with the transaction.

Purchases of Equity Securities

     There were no purchases made during the fourth quarter ended
December 31, 2005, by or on behalf of the Company or any affiliated purchaser
of shares or other units of any class of the Company's common stock.

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

     Our business model is to provide financial, mergers & acquisitions,
investor and public relations, and credit card merchant, consulting services
to a our clients.  Our business model is to continue to provide these
services to start-up and existing public companies.  Specifically, we assist
client companies by developing private placement funding structures,
strategic business planning; advise relating to regulatory documentation and
filings; corporate restructuring; and identifying and structuring merger and
acquisition opportunities.

     Management employs several methods to locate prospective clients.  We
advertise directly through our website to attract both private and public
corporations to engage our services, obtain referrals from previous clients,
capitalize on management's networking capabilities, and conduct our own
research of various databases that profile public companies for outbound
marketing efforts.

     We charge clients monthly or predetermined fees which vary in both
amount and form. Acceptable payments include cash, securities of the client
corporation, other assets, or some combination of the three.  This payment
arrangement allows many organizations, especially start-up ventures and those
experiencing financial difficulties, to obtain our services without draining
necessary cash funds.  However, accepting stock as compensation occasionally
impairs our cash flow, and for this reason acceptable payments and the size
of payments we charge for our services vary with the volatility of the
clients' securities, the amount and nature of work involved, and the expenses
related to the services being rendered.

Revenues

     Consulting Operations

     For the year ended December 31, 2005, we generated $235,362 in revenue
from financial consulting operations, compared to $83,148 generated in 2004.
This increase of 183% in revenue was due primarily to the amount of time and
effort devoted to our company by our president, Mr. Daggett, who had several
other business interests materialize in calendar 2004, including serving as a
director and chairman of the compensation committee for Caneum, Inc. through
August 2004 and several other private ventures.  Mr. Daggett has since
relinquished his

                                      9
<PAGE>

directorship at Caneum, now serving only on the Caneum Advisory Board, and is
available to focus more time on Liquid Group's business.  The increase is
also due to the customer relationships acquired in the purchase of the assets
of The Liquid Consulting Group, an unrelated entity.

     Operating Profit

     We recorded an operating loss of $306,885 for the year ended December 31,
2005, as compared to a profit of $715 for 2004.  The increase in the net
operating loss is due to the additional costs associated with the retention
of key employees and consultants, the incurrence of legal and professional
fees associated with the acquisition of The Liquid Group, Inc. completed on
November 14, 2005, and the additional costs associated with preparation for a
registration statement for the registration of outstanding shares of common
stock and the subsequent application for quotation of the common stock on the
OTC Bulletin Board.  The major expense categories are consulting fees, travel
and entertainment, and automobile.

     Management expects the overhead to increase as the company retains
personnel to assist in the administration of our affairs and to improve the
nature and timing of management and information.  In addition, we expect to
incur increased professional and consulting fees as we comply with SEC
regulations and filings

     Other Income and Expenses

     For the year ended December 31, 2005, we generated $11,492 in other
income resulting from interest of $3,659 on a note receivable and gains of
$7,833 on the sale of securities.  For the year ended December 31, 2004, we
incurred a loss of $12,500 related to the loss on holding of available for
sale securities in addition to interest expense of $256.

     Net Loss

     We experienced a net loss of $295,393 for the year ended December 31,
2005.  For the year ended December 31, 2004, we generated a net loss of
$7,835.  The loss is largely due to retention of key employees and
consultants and the incurrence of legal and professional fees principally due
to costs associated with the merger.

Capital Resources and Liquidity

     As of December 31, 2005, working capital had increased to $76,932.  The
increase in working capital was primarily attributable to the raising of
$337,500 in a private placement of common stock.  The balance of these funds
was used to purchase fixed assets and fund operations.

                                      10
<PAGE>


     At December 31, 2005 the Company had accounts and notes payable of
$74,768.  These amounts consist of accounting, legal and professional fees
of $34,266 and other operating expenses of $40,502.

     In cases where we receive customer's stock as payment, the stock has
been included at the value at which it could be sold on the open market and
has been considered operational in nature.

     Capital Expenditures

     We will invest in fixed assets to the extent that management considers
necessary.  At present, the anticipated need relates to computers and
communications to enable consulting projects to be effectively executed and
to allow for the communications of the company's staff and customers.  At
present no budget has been established for this purpose.

     Income Tax Expense

     We recorded an income tax expense of $0 for the year ended December 31,
2005.  At December 31, 2005, we had no deferred tax assets and approximately
$0 of deferred tax liabilities.  As of December 31, 2005, we had
approximately $290,113 remaining loss carry-forwards.  No deferred tax asset
has been booked for the loss carryforward as this amount has been offset by
a valuation allowance of the same amount.  We incurred income tax expense
of $4,206 for the year ended December 31, 2004.

Off-Balance Sheet Arrangements

     During the twelve months ended December 31, 2005 we did not engage in
any off-balance sheet arrangements.


                        ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company required by this item are set
forth immediately following the signature page of this annual report.


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

     No items are reportable pursuant to this item.


                      ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     Our principal executive officer and principal financial officer, Jason
Daggett and Stephen Murphy, respectively, have concluded, based on their
evaluation as of the end of the period covered by this report, that our
disclosure controls and procedures (as defined in Rule 13a-15(e)

                                      11
<PAGE>

under the Exchange Act) are (1) effective to ensure that material information
required to be disclosed by us in reports filed or submitted by us under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the  rules and forms of the Securities and Exchange
Commission, and (2) designed to ensure that material information required to
be disclosed by us in such reports is accumulated, organized and communicated
to the management, including the principal executive officer and principal
financial officer, as appropriated, to allow timely decisions regarding
required disclosure.

Internal Control Over Financial Reporting

     There were no changes in our internal control over financial reporting
(as defined in Rule 13a-15(f) under the Exchange Act) that occurred during
the most recent quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

     It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of
future events.  Because of these and other inherent limitations of control
systems, there is only reasonable assurance that the Company's controls will
succeed in achieving their stated goals under all potential future
conditions.


                         ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.


                                   PART III

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

     The following table sets forth as of April 10, 2006, the name, age, and
position of our executive officers and directors:

                                                                 Director
          Name                Age  Position(s)                   Since
          ----                  -  -----------                   --------
          Jason Daggett       33   Director, President, and CEO  2005
          Charles J. Peters   33   Director                      2005
          Mark Rogers         44   Director                      2005
          Stephen G. Murphy   41   Treasurer and CFO             --

     Each of our current executive officers and directors was appointed to
these positions on November 14, 2005, contemporaneous with the closing of the
acquisition of our former subsidiary, The Liquid Group, Inc.

                                      12
<PAGE>

     Jason Daggett was the President of our former subsidiary from its
inception in 1999 until its merger into our company in February 2006.  Mr.
Daggett was previously a director of Caneum, Inc. from January 2003 to August
2004, and has served on its Board of Advisors since August 2004.  Caneum,
Inc. is in the business of developing and marketing a broad array of business
process outsourcing products and services.  Caneum is a public reporting
company quoted on the OTC Bulletin Board under the symbol "CANM."  From 1999
until its liquidation in December 2005, Mr. Daggett was the President of
Monico Capital Partners, LLC, a financial services company located in Los
Angeles, California.  Monico Capital was 50% owned by Cygni Capital LLC.
From 1996 to 1997, Mr. Daggett was instrumental as an operations consultant
for XtraNet Systems, Inc., a credit card processing concern, where he
assisted the company in growing its processing volume by nearly eight
million dollars monthly.  From 1996 until 1998, previous titles and
associations in the financial industry have included Senior Vice President
of First Financial Services, a pension and 401(k) management company,
and Vice President of The Boston Group, L.P.  During his tenure with the
Brentwood based First Financial, Mr. Daggett initiated and developed contacts
within the business community enabling companies to upgrade their employee
benefits department by offering a turn-key operation consisting of 401(k),
403(b), ESOP, and Pension and Insurance Services.  At the Boston Group,
Mr. Daggett was responsible for the implementation of money management and
asset allocation strategies for high net worth clients and small institutional
investors.  Since May 2000 Mr. Daggett has been the sole director and
President of Alnilam Corporation, which is a "blank check" reporting company
under the 1934 Act.  This company has no business operations or significant
assets and was formed for the purpose of seeking an operating business with
which to merge.  Mr. Daggett received his undergraduate degree in Psychology
from Mercyhurst College in 1994 where he was a member of the school's hockey
team, which twice participated in the NCAA Division III Championship.  He
attended Pepperdine University from 1994 to early 1996, where he earned his
MA degree with honors. While at Pepperdine he founded and operated
Personalized Academic Support Services, P.A.S.S., an alternative tutorial
program designed for students needing assistance with learning strategies,
developing and building self-confidence and accelerating academic progress.

     Charles J. Peters has been, since February 2004, President of Signature
Management, a real estate development firm.  In August 1995 Mr. Peters
co-founded McNutt Peters Creative Group, an Interactive Internet Design firm.
In 1997 Mr. Peters sold his company, McNutt Peters Creative Group, to ErieNet
Inc.  ErieNet was northwest Pennsylvania's largest Internet Service provider
and experienced explosive growth throughout the late 1990's.  Mr. Peters was
responsible for the day-to-day operation of the company, as well as a first
and second round equity raise as well as the company's expansion plans.  He
oversaw the due diligence, purchase and subsequent integration of four other
Internet service providers.  In September of 1999, Mr. Peters and his
partners sold ErieNet to Stargate Industries of Pittsburgh where he remained
active in the management of the company until January 2004.  Mr. Peters is
the Chair of the Technology Council of North West PA, and on the advisory
board of Schoffstall Ventures a Harrisburg, PA private equity firm.  In
addition, Mr. Peters is on the board of the Pennsylvania Angel Network.

     Mark Rogers was, from May 2000 to May 2002, the owner and operator of
Worldwide Distribution Services, a company providing domestic courier and
delivery services for international courier services like Federal Express.
In May 2002, Mr. Rogers expanded Worldwide Distribution Services with
overseas investors and created Worldwide Freight Pty.

                                      13
<PAGE>

Ltd., a national and international shipping company.  Since May 2002,
Mr. Rogers has been a director and corporate secretary of Worldwide Freight Pty.
Ltd.  A subsidiary of Worldwide Freight, Westralia Freight Pty. Ltd., was
created to provide local courier deliver services utilizing independent
contractors for daily services.  In August 2005, Mr. Rogers helped to form
Worldwide Group Pty. Ltd., which provides mail exchange and related services
to professional and business people, lawyers, courts, insurance companies,
and similar trade oriented groups in Western Australia.

     Stephen G. Murphy was the Chief Financial Officer of our former
subsidiary from January 2005 until its merger into our company in February
2006 and has served as Chief Financial Officer of our company since November
2005.  He is a Chartered Accountant and Certified Public Accountant having
worked at what is now Deloitte & Touche, in Dublin Ireland from October 1982
to October 1987 and Ernst & Young and BDO Seidman, in California from
November 1987 to February 1989 and February 1989 to September 1990,
respectively.  Mr. Murphy worked in the aerospace industry from November 1990
to May 1995 where he was responsible for the financial analysis of systems;
preparation of financial statements, annual business plans, quarterly
forecasts and special projects; as well as consolidation of $300m group with
foreign subsidiaries.  From 1993 to 1995 Mr. Murphy was the Financial
Controller/CFO for Camloc/RAM Products where he oversaw the move of this $30m
company from New Jersey to California.  Since 1995 Mr. Murphy has operated
his own accounting offices where he sets up organizational and financial
reporting structures, financial planning, including modeling, forecasting and
turnaround work for distressed divisions and companies.  He also prepares and
consults regarding taxes (individual, partnerships, trusts and corporations),
implements computerized solutions for clients and performs basic bookkeeping
functions as necessary.

Board Committees and Advisors

     The Board of Directors does not have an audit, compensation, nominating,
or any other committee performing similar functions.  The Board of Directors
is acting as the audit committee.  The Board of Directors has determined that
it does not have an audit committee financial expert serving on its board.
In our early stages of operations, we do not believe the cost of such an
expert would justify the need at this time.

Stockholder Communications

     We do not have a standing nominating committee; recommendations for
candidates to stand for election as directors are made by the Board of
Directors.  Our current policy is to permit security holders to recommend
candidates for election as directors and to provide for a process for
stockholders to send communications to the Board of Directors.  Stockholders
may send communications to the Board of Directors by contacting our
President, Mr. Daggett, in writing to 4080 Paradise Road, Suite 15-168, Las
Vegas, NV 89706.  The President will submit each communication received to
the Board of Directors at the next meeting after receipt of the
communication.

                                      14
<PAGE>

Code of Ethics

     The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.
Because we are still in the initial stages of our business development, we
are reviewing with counsel the form of ethics code which may be most
applicable to our company and intend to adopt an appropriate code during the
second quarter of 2006.


                       ITEM 10.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

     Summary Compensation Table.    The following table sets forth
information concerning the annual and long-term compensation awarded to,
earned by, or paid to the named executive officers for all services rendered
in all capacities to our company for the years ended December 31, 2005, 2004,
and 2003:
<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE
                                                                        Long-Term Compensation
                               Annual Compensation                  Awards                 Payouts
                        ----------------------------------  ----------------------  ---------------------
<S>               <C>   <C>       <C>         <C>           <C>         <C>         <C>      <C>
                                                                        Securities
                                                 Other      Restricted  Underlying
    Name &                                      Annual        Stock      Options/    LTIP     All Other
   Principal             Salary     Bonus     Compensation   Award(s)      SARS     Payouts  Compensation
   Position       Year    ($)        ($)          ($)          ($)         (#)        ($)        ($)
----------------  ----  --------  ----------  ------------  ----------  ----------  -------  ------------
Jason Daggett     2005   $59,500  $10,000(3)   $28,000(4)       0           0          0          0
CEO (1)           2004      0         0        $ 7,720(5)       0           0          0          0
                  2003      0         0        $10,534(6)       0           0          0          0

Eric Bronk        2005      0         0            0            0           0          0          0
CEO (2)           2004      0         0            0            0           0          0          0
                  2003      0         0            0            0           0          0          0
__________
</TABLE>
     (1)  Mr. Daggett has served as our President and CEO since November 14,
     2005.
     (2)  Mr. Bronk served as our President and CEO since our inception in
     1999 until November 14, 2005.
     (3)  Mr. Daggett received a signing bonus of 1,000,000 shares in
     connection with his employment agreement dated April 1, 2005.  The value
     of this bonus is based upon the estimated value of the shares on the
     date of the employment agreement.
     (4)  This figure includes car allowance of $18,000.
     (5)  This figure includes car allowance of $5,600.
     (6)  This figure includes car allowance of $10,534.

     There were no grants of stock options or freestanding SARs made to any of
our executive officers during the year ended December 31, 2005.  During the year
ended December 31, 2005, no executive officer exercised any option or
freestanding SARs, and at December 31, 2005, no executive officer held any
options or freestanding SARs.

                                      15
<PAGE>

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                       AND RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information furnished by current
management concerning the ownership of the common stock of our company as of
April 10, 2006, of (i) each person who is known to us to be the beneficial
owner of more than 5 percent of the common stock; (ii) all directors and
executive officers; and (iii) our directors and executive officers as a
group:

                                   Amount and Nature
Name and Address                   of Beneficial
of Beneficial Owner                Ownership (1)            Percent of Class
-------------------                -----------------        ----------------
Jason Daggett                      6,880,000(2)             59.9%
4080 Paradise Road
#15-168
Las Vegas, NV   89109

Charles J. Peters                  1,000,000(3)              8.7%
Suite 102
917 State Street
Erie, PA   16501

Mark Rogers                           50,000                  *
8 Denninup Way
Unit 1
Malaga WA 6090
Perth, Western Australia

Stephen B. Murphy                    250,000(3)              2.2%
25251 Paseo De Alicia
Suite 200
Laguna Hills, CA 92553

Executive Officers and             6,930,000(2)(3)          60.3%
Directors as a Group
(4 Persons)

Trymetris Capital Fund I, LLC(4)   2,086,667                18.2%
170 Newport Center Dr.
Suite 220
Newport Beach, CA  92660

                                      16
<PAGE>

Brett Pojunis                      1,000,000(3)              8.7%
9236 Sangria Lane
Las Vegas, NV   89147

Eric Chess Bronk                     926,853(3)(5)           8.1%
170 Newport Center Dr.
Suite 220
Newport Beach, CA  92660
__________
* Less than 1%
     (1)  This table is based upon information supplied by officers,
directors and principal stockholders and Schedules 13D and 13G filed with the
Securities and Exchange Commission.  Unless otherwise indicated in the
footnotes to this table, and subject to community property laws where
applicable, we believe that each of the stockholders named in this table has
sole voting and investment power with respect to the shares indicated as
beneficially owned.  Beneficial ownership is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities.  Beneficial ownership
also includes shares of stock subject to options and warrants currently
exercisable or exercisable within 60 days of the date of this table.
Applicable percentages are based on 11,483,448 shares of our common stock
outstanding on April 10, 2006.
     (2)  Includes 4,725,000 shares for which Mr. Daggett holds voting
proxies.
     (3)  Mr. Daggett holds a proxy to vote these shares and thus this
shareholder has no right to vote these shares, with the exception of the
shares owned by Mr. Bronk, of which Mr. Daggett holds a proxy for only
750,000 of the shares.  Beneficial ownership of these shares is included in
the total number of shares beneficially owned by Mr. Daggett.
     (4)  Jason Daggett is a co-manager of Trymetris Capital Management, LLC,
the manager of Trymetris Capital Fund I, LLC, although he has recused himself
from any decisions involving the stock of Liquid Group, including the voting
of such shares and investment power over such shares.  None of these shares
is included in the number of shares beneficially owned by Mr. Daggett as
designated in this table.
     (5) Includes 61,853 shares owned by an entity controlled by Mr. Bronk
and 3,500 shares owned by a trust of which Mr. Bronk is trustee.

Stock Option Plan

     At the closing of the Merger Agreement with The Liquid Group, Inc. on
November 14, 2005, we assumed the existing Liquid Group stock option plan.
The plan has not been approved by our shareholders.

     The plan provides for the grant of options to purchase up to 3,000,000
shares of our common stock that are intended to qualify either as incentive
stock options ("Incentive Stock Options") within the meaning of Section 422
of the United States Internal Revenue Code or as options that are not
intended to meet the requirements of such section ("Non-statutory Stock
Options").  Options to purchase shares may be granted under the plan to
persons who, in the case of Incentive Stock Options, are employees (including
officers) of our company or a subsidiary,

                                      17
<PAGE>

or, in the case of Non-statutory Stock Options, are employees (including
officers) or non-employee directors of our company or a subsidiary.

     The plan provides for its administration by our Board of Directors or a
committee of directors appointed by the board and consisting of two or more
disinterested directors.  In the event two or more disinterested directors
are not available to be elected to the committee, the Board of Directors acts
in place of the committee.  Vacancies in the committee would be filled by the
board.  Once the committee is chosen by the Board of Directors, the committee
has full discretionary authority, subject to certain restrictions, to
determine the number of shares for which Incentive Stock Options and
Nonstatutory Stock Options may be granted and the individuals to whom, the
times at which, and the exercise price for which options will be granted.

     Additionally, if the employment of any employee is terminated
voluntarily by such employee or for cause by us or a subsidiary, any stock
options granted to such employee expire immediately.  If an employee's
services with us or a subsidiary are terminated for any other reason,
excluding death or disability, his or her stock options may be exercised for
a period of three (3) months thereafter.  If such services are terminated due
to the death or disability of any employee, then such stock options may be
exercised for a period of one year after such termination.  In the event of
the termination of the services of a non-employee director for cause, his or
her stock options expire immediately.  If such services are terminated for
any other reason, the stock options may be exercised for a period of one year
after termination.

     The exercise price for all Incentive Stock Options granted under the
plan must be at least equal to the fair market value of such shares on the
date of grant, or, in the case of Incentive Stock Options granted to the
holder of 10% or more of our common stock, at least 110% of the fair market
value of such shares on the date of grant.

     The maximum exercise period for which Incentive Stock Options maybe
granted is ten years from the date of grant (five years in the case of an
individual owning more than 10% of our common stock).  The aggregate fair
market value (determined at the date the option is granted) or shares with
respect to which Incentive Stock Options are exercisable for the first time
by the holder of the option during any calendar year shall not exceed
$100,000.  If such amount exceeds $100,000, the Board or the Committee may,
when the Options are exercised and the shares transferred to an employee,
designate those shares that will be treated as Incentive Stock Options and
those that will he treated as Nonstatutory Stock options.

     As of April 10, 2006, no options had been granted pursuant to the plan.

Equity Compensation Plan Information

     The following table sets forth as of the most recent fiscal year ended
December 31, 2005, certain information with respect to compensation plans
(including individual compensation arrangements) under which our common stock
is authorized for issuance:
<TABLE>
<S>                           <C>                      <C>                   <C>
                                                                             Number of securities remaining
                              Number of securities to  Weighted-average      available for future issuance
                              be issued upon exercise  exercise price of     under equity compensation plans
                              of outstanding options,  outstanding options,  (excluding securities reflected
                              warrants and rights      warrants and rights   in column (a) and (b))
                                        (a)                    (b)                         (c)
                              -----------------------  --------------------  -------------------------------
Equity compensation plans
approved by security holders             -0-                   -0-                         -0-

Equity compensation plans not
approved by security holders             -0-                   -0-                    3,000,000

     Total                               -0-                   -0-                    3,000,000
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Daggett, our President and a director, is the Vice-President and a
non-managing member of Cygni Capital, LLC, and is an Advisory Board member of
Caneum, Inc. and Trycera Financial, Inc.  Cygni is a financial services
company which offers services similar to Liquid Group.

     Mr. Murphy, our CFO, performs accounting services for Cygni Capital LLC,
Caneum, Inc. and Trycera Financial.

     On March 15, 2005, we entered into a financial services consulting
agreement with Cygni Capital LLC, whereby Cygni Capital provides advice and
consultation to management regarding general business and corporate finance
issues and planning.  Mr. Bronk, the prior sole director and a former
executive officer of our company, and a current shareholder, is the President
and sole managing member of Cygni Capital LLC.  The six month consulting
agreement is automatically renewable for an additional six month term unless
terminated at least 30 days prior to expiration, and may be terminated after
the initial six month period by either party upon 30 days' notice.  Cygni
receives a consulting fee of $4,500 per month during the term of the
agreement.  In addition, from 2000 through 2004, Cygni loaned a total of
$11,697 to us for operating funds.  These loans, with interest, were
converted into 61,853 shares of our common stock in June 2005.

     From 1999 through 2002, Rigel Funds Management, Ltd., a Bahamian
financial consulting and international management and marketing services
company, loaned a total of $16,963 to us for operating funds.  These loans,
with interest, were converted into 94,297 shares of our common stock in June
2005.  Mr. Bronk is a board member of Rigel.

     Mr. Daggett is the co-manager of Trymetris Fund I, LLC, a private hedge
fund.  This fund has invested in our company, and two of our clients, Caneum,
Inc. and Trycera Financial, Inc.  Mr. Daggett is a shareholder of and sits on
the Advisory Boards of Caneum, Inc. and Trycera Financial, Inc.  He has
recused himself from any decisions involving the stock of our company owned
by the hedge fund.  In addition, Trycera loaned $1,200 to us in January 2001
for operation funds.  This loan was repaid by us in May 2004.  Further,
Caneum loaned $3,500 to us in May 2001 for operation funds.  This loan was
repaid by us in June 2003.

                                      19
<PAGE>

     Mr. Daggett holds irrevocable two-year proxies to vote 4,725,000 shares
of our common stock.  The proxies were entered into between April 2005 and
August 2005.  The proxies grant to Mr. Daggett the power to vote the shares
on any matters which may come before the shareholders.  During the term of
the proxy the shareholder will not be permitted to transfer the shares unless
the transferee agrees to be bound by the proxy, except for shares sold in the
open market.  These proxy rights were originally granted for shares of Liquid
Group issued prior to the Merger and apply to the shares of our company
received by the Liquid Group shareholders in the merger transaction closed on
November 14, 2005.

     We have a minority interest in one shell company, Cygni Investments,
Inc.  We own 12,438 shares, or approximately 2.487%, of the outstanding stock
of this entity.  Mr. Daggett beneficially owns approximately 2% of the
outstanding stock of this entity and Mr. Bronk beneficially owns
approximately 12% of the outstanding stock of the entity.

     Mr. Daggett is the sole director and an executive officer of Alnilam
Corporation, a shell company with no material assets or business operations.
Mr. Daggett beneficially owns approximately 2% of the outstanding stock of
this entity and Mr. Bronk beneficially owns approximately 12% of the
outstanding stock of the entity.

     On March 1, 2005, The Liquid Group, Inc., our former subsidiary, entered
into an Asset Purchase Agreement with The Liquid Consulting Group, Inc., a
New York corporation, and its sole shareholder, Brett Pojunis, a current
shareholder of our company, to acquire the business assets of Liquid
Consulting Group.  Liquid Consulting Group had been in the business of
distributing financial products and services, including investor relations
services and public relations services.  The assets of the business acquired
by Liquid Group included the rights under leases of equipment and licenses of
intellectual property used by Liquid Consulting Group in its business.  It
also included computer hardware and computer data, peripherals and
accessories, a telephone system, and other office equipment and furniture.
Also included were the corporate name, copyrights, customer lists, domain
names, URL addresses, transferable permits and licenses, and other
intellectual property.  The purchase price of the assets was $10,000 and
500,000 shares of common stock of Liquid Group which have been converted into
a like number of our shares.

     These transactions may not have been or may not be on terms as
beneficial as could be obtained from unrelated parties.  In addition, the
related parties may have interests that differ from those of other investors.
We may engage in additional related party transactions in the future on less
favorable terms than those offered by unrelated parties.  These related party
transactions would favor the interests of the related parties over those of
the other stockholders.

                                      20
<PAGE>

Other Public Shell Activities

     Jason Daggett, our President and a director, is involved as a director
or executive officer, or shareholder, of companies that may be deemed to be
"blank check" companies, but has not been involved in any blank check public
offerings.  The following is a brief description of his involvement in these
other companies:

  *  Alnilam Corporation.  Mr. Daggett has been the sole director and an
     executive officer of this entity since May 11, 2000.  He beneficially
     owns 10,000 shares, or approximately 2%, of the outstanding stock of
     this entity.  Alnilam has no current business operations and is seeking
     a business opportunity to commence operations.
  *  Cygni Investments, Inc.  Mr. Daggett beneficially owns 12,438 shares, or
     approximately 2.49%, of the outstanding stock of this entity.  Cygni has
     no current business operations and is seeking a business opportunity to
     commence operations.

                              ITEM 13.  EXHIBITS

     The following exhibits are included as part of this report:

<TABLE>
<CAPTION>
                                                   Incorporated by Reference
                                              ------------------------------------
Exhibit Exhibit                               Filing                                Filed
Number  Description                           Form    File No.   Exhibit    Date    Herewith
------- -----------                           ------  ---------  -------  --------  --------
<S>     <C>                                   <C>     <C>         <C>     <C>       <C>
2.1 &   Agreement of Merger dated August 22,  10-QSB  000-27827  2.1 &     8/22/05
 10.1   2005, with The Liquid Group, Inc.                         10.1

2.2 &   Asset Purchase Agreement dated        10-QSB  000-27827  2.2 &    11/18/05
 10.2   March 1, 2005, between The Liquid                         10.2
        Group and The Liquid Consulting Group
        and Brett Pojunis

3.1     Articles of Incorporation filed       10-SB   000-27827  3.1      10/26/99
        August 19, 1999

3.2     Articles of Merger filed March 23,    8-K     000-27827  3.3       3/23/06
        2006

3.3     Current Bylaws                        10-SB   000-27827  3.2      10/26/99

4.1     Form of Common Stock Certificate      10-SB   000-27827  4.1      10/26/99

4.2 &   2004 Stock Option/Stock Issuance      10-QSB  000-27827  4.2 &    11/18/05
 10.3   Plan *                                                    10.3

4.3 &   Grant of Stock Option Form used       10-QSB  000-27827  4.3 &    11/18/05
 10.4   pursuant to the Stock Option/Stock                        10.4
        Issuance Plan

4.4 &   Stock Issuance Form used pursuant to  10-QSB  000-27827  4.4 &    11/18/05
 10.5   the Stock Option/Stock Issuance Plan                      10.5

4.5 &   Stock Acquisition Agreement dated     10-QSB  000-27827  4.5 &    11/18/05
 10.6   March 1, 2004, between Liquid Group                       10.6
        and Brett Pojunis, with registration
        rights

4.6     Terms and Conditions of Registration  10-QSB  000-27827  4.6      11/18/05
        Rights granted to pre-merger
        shareholders

9.1     Form of Irrevocable Proxy Agreement   10-QSB  000-27827  9.1      11/18/05
        between Jason Daggett and
        shareholders, with schedule

10.7    Employment Agreement with Jason       10-QSB  000-27827  10.7     11/18/05
        Daggett *

                                      21
<PAGE>

10.8    Consulting Agreement dated March 1,   10-QSB  000-27827  10.8     11/18/05
        2005, between Liquid Group and Cygni
        Capital LLC

10.9    Consulting Agreement dated            10-QSB  000-27827  10.9     11/18/05
        September 15, 2005, between Liquid
        Group and Charles J. Peters

31.1    Rule 13a-14(a) Certification by                                               X
        Principal Executive Officer

31.2    Rule 13a-14(a) Certification by                                               X
        Principal Financial Officer

32.1    Section 1350 Certification of                                                 X
        Principal Executive Officer

32.2    Section 1350 Certification of                                                 X
        Chief Financial Officer

  *  Management contract, or compensatory plan or arrangement required to be
     filed as an exhibit.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for the audit of the Company's annual
financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for the
fiscal years ended December 31, 2005 and 2004 were $7,772 and $5,203,
respectively.

Audit-Related Fees

     The aggregate fees billed for assurance and related services by the
Company's principal accountant that are reasonably related to the performance
of the audit or review of the financial statements, other than those
previously reported in this Item 14, for the fiscal years ended December 31,
2005 and 2004 were $-0- and $-0-, respectively.

Tax Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for tax compliance, tax advice and tax
planning for the fiscal years ended December 31, 2005 and 2004 were $2,126
and $1,388, respectively.  These fees related to the preparation of federal
income and state franchise tax returns.

All Other Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for other services for the fiscal years ended
December 31, 2005 and 2004 were $5,410 and $50, respectively.  These fees
related to the preparation of accounting reports and schedules for the Company
auditors.

                                      22
<PAGE>

Audit Committee

     The Company's Board of Directors functions as its audit committee.  All
of the services described above in this Item 14 for the year ended December 31,
2005, were approved by the Board of Directors.

SIGNATURES

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

                                        The Liquid Group, Inc.

Date:  April 17, 2006                   By: /s/ Jason Daggett
                                            Jason Daggett, President


Date:  April 17, 2006                   By: /s/ Stephen G. Murphy
                                            Stephen G. Murphy,
                                            Chief Financial Officer


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

Date:  April 17, 2006                   By: /s/ Jason Daggett
                                            Jason Daggett, Director and
                                            President

Date:  April 17, 2006                   By: /s/ Charles J. Peters
                                            Charles J. Peters, Director

Date:  April ___, 2006                  By: _____________________________
                                            Mark Rogers, Director

Date:  April 17, 2006                   By: /s/ Stephen G. Murphy
                                            Stephen G. Murphy, CFO


                                      23
<PAGE>

                                            Consolidated Financial Statements





                                                       THE LIQUID GROUP, INC.
                                    formerly MEZZANINE INVESTMENT CORPORATION





                                For the year ended December 31, 2005 and 2004

<PAGE>

                              Table of Contents

                     For the year ended December 31, 2005


                                                                         Page
Financial Statements

Report of Independent Registered Public Accounting Firm                     2

Consolidated Balance Sheet                                                  3

Consolidated Statements of Operations and Comprehensive Loss                4

Consolidated Statement of Stockholders' Equity                              5

Consolidated Statements of Cash Flows                                       6

Notes to the Consolidated Financial Statements                              7

<PAGE>

Chisholm
  Bierwolf &
    Nilson, LLC
Certified Public Accountants                 533 West 2600 South, Suite 250
                                                      Bountiful, UT   84010
                                                      Phone: (801) 292-8756
                                                        Fax: (801) 292-8809


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
The Liquid Group, Inc. (formerly Mezzanine Investment Corporation)

We have audited the accompanying balance sheet of The Liquid Group, Inc.
(formerly Mezzanine Investment Corporation), as of December 31, 2005, and the
related statements of operations, stockholders' equity and comprehensive loss
and cash flows for the years ended December 31, 2005 and 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 audits.

We conducted our audits in accordance with 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 misstatements.  The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we express
no such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of The Liquid Group, Inc.
(formerly Mezzanine Investment Corporation), as of December 31, 2005 and the
results of its operations and its cash flows for the years ended December 31,
2005 and December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 23, 2006

<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                          Consolidated Balance Sheet


                                    ASSETS
                                                      December 31,
                                                          2005
                                                      ------------
CURRENT ASSETS
  Cash and cash equivalents                           $    96,960
  Accounts receivable                                      12,600
  Available-for-sale-securities (Note 3)                   11,200
  Interest receivable                                       3,440
  Note receivable                                          27,500
                                                       ----------
     TOTAL CURRENT ASSETS                                 151,700
                                                       ----------
FIXED ASSETS, net (Note 4)                                 27,763

INTANGIBLE ASSETS, net (Note 5)                            24,000
                                                       ----------
     TOTAL ASSETS                                     $   203,463
                                                       ==========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable and accrued liabilities            $    74,768
                                                       ----------
     TOTAL CURRENT LIABILITIES                             74,768
                                                       ----------
COMMITMENTS AND CONTINGENCIES (Note 3 and 9)

STOCKHOLDERS' EQUITY (Notes 8, 9, 10 and 11)
  Common stock, 100,000,000 shares authorized,
    $.001 par value, 11,483,448 issued and
    outstanding                                            11,484
  Additional paid in capital                              412,924
  Accumulated deficit                                    (290,113)
  Other comprehensive loss                                 (5,600)
                                                       ----------
     TOTAL STOCKHOLDERS' EQUITY                           128,695
                                                       ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   203,463
                                                       ==========

 The accompanying notes are an integral part of these financial statements.
                                     F-3
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                           Statements of Operations
               For the years ending December 31, 2005 and 2004


                                                       December 31,    December 31,
                                                           2005            2004
                                                       ------------    ------------

REVENUE, net                                           $   235,362     $    83,148

COST OF REVENUE, net                                       151,000          27,400
                                                        ----------      ----------
     GROSS PROFIT                                           84,362          55,748

Selling General and Administative                          391,247          55,033
                                                        ----------      ----------
     INCOME FROM OPERATIONS                               (306,885)            715
                                                        ----------      ----------
OTHER INCOME (EXPENSE)
  Gain (Loss) available-for-sale securities                  7,833         (12,500)
  Interest income                                            3,659            -
  Interest expense                                            -               (256)
                                                        ----------      ----------
     TOTAL OTHER INCOME (EXPENSE)                           11,492         (12,756)
                                                        ----------      ----------
     (LOSS) INCOME BEFORE INCOME TAX                      (295,393)        (12,041)

     INCOME TAX EXPENSE (Note 7)                              -              4,206
                                                        ----------      ----------
     NET (LOSS) INCOME                                 $  (295,393)    $    (7,835)
                                                        ==========      ==========


LOSS PER COMMON SHARE-Basic and Diluted                      (0.04)          (0.01)

SHARES USED IN EARNINGS PER SHARE CALCULATIONS
  WEIGHTED AVERAGE COMMON SHARES                         8,128,690       1,000,000
                                                        ==========      ==========

OTHER COMPREHENSIVE LOSS
  NET LOSS                                             $  (295,393)    $    (7,835)
  OTHER COMPREHENSIVE LOSS
    Unrealized loss on available-for-sale securities        (5,600)           -
                                                        ----------      ----------
    COMPREHENSIVE LOSS                                 $  (300,993)    $    (7,835)
                                                        ==========      ==========

 The accompanying notes are an integral part of these financial statements.
                                     F-4
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

          Statements of Stockholders' Equity and Comprehensive Loss
           For the period January 1, 2004 through December 31, 2005
<PAGE>
<CAPTION>
                                                                        Additional
                                                      Common Stock        Paid-in   Accumulated Comprehensive  Stockholder'
                                                  Shares      Amount      Capital     Deficit	     Loss         Equity
                                                -----------  ---------  ----------- -----------  -----------   -----------
<S>                                             <C>          <C>        <C>         <C>          <C>           <C>
BALANCE, January 1, 2004                          1,000,000  $   1,000        (900) $   13,115   $     -       $   13,215

Net loss for the year ended December 31, 2004          -          -           -         (7,835)        -           (7,835)
                                                -----------   --------   ---------   ---------    ---------     ---------
BALANCE, December 31, 2004                        1,000,000      1,000        (900)      5,280         -            5,380

Shares issued for services at $.01 per share      1,625,000      1,625      14,625        -            -           16,250

Shares issued for services at $.01 per share      3,750,000      3,750      33,750        -            -           37,500

Shares issued for the acquisition of
  Liquid Consulting assets at $.10
  per share                                         500,000        500      49,500        -            -           50,000

Shares issued in connection with
  a private placement at $.10 per share           1,500,000      1,500     148,500        -            -          150,000

Shares issued for exercise of
  stock options at $.10 per share                   500,000        500      49,500        -            -           50,000

Shares issued in connection with
  a private placement at $.20 per share             687,500        688     136,812        -            -          137,500

Reverse acquisition adjustment                    1,920,948      1,921     (18,863)       -            -          (16,942)

Other comprehensive loss for the
  the year ended December 31, 2005                     -          -           -           -          (5,600)       (5,600)

Net loss for the year ended December 31, 2005          -          -           -       (295,393)        -         (295,393)
                                                -----------   --------   ---------   ---------    ---------     ---------
BALANCE, December 31, 2005                       11,483,448  $  11,484 	$  412,924  $ (290,113)  $   (5,600)   $  128,695
                                                ===========   ========   =========   =========    =========     =========
</TABLE>

 The accompanying notes are an integral part of these financial statements.
                                     F-5
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                           Statements of Cash Flows
               For the years ending December 31, 2005 and 2004
<TABLE>
<CAPTION>
                                                                 December 31,  December 31,
                                                                     2005          2004
                                                                 ------------  ------------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                       $ (295,393)   $   (7,835)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Depreciation and amortization expense                            13,011           281
    Realized gain on available-for-sale securities                   (7,833)         -
    Unrealized loss on holding of available-for-sale securities        -           12,500
    Issue of shares for services                                     53,750          -
    Decrease (increase) in deferred tax asset                         6,315        (6,271)
    Increase in accounts receivable                                 (12,600)         -
    Increase in interest receivable                                  (3,440)         -
    Increase in accounts payable and accrued liabilities             81,466         2,726
    (Decrease) increase in taxes payable                             (4,528)        1,671
    (Decrease) increase in deferred tax liability                      (394)          394
                                                                  ---------     ---------
      NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES    (169,646)        3,466
                                                                   ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed and other assets                                (38,649)       (1,406)
  Proceeds from available-for-sale securities                        50,146          -
  Purchases and other receipts of available-for-sale securities     (57,979)         -
  Cash paid for note receivable                                     (27,500)         -
                                                                  ---------     ---------
      NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES     (73,982)       (1,406)
                                                                   ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment on note payable                                            (2,816)        2,689
  Issuance of common stock for cash                                 337,500          -
                                                                  ---------     ---------
      NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES               334,684         2,689
                                                                  ---------     ---------
      NET INCREASE IN CASH AND CASH EQUIVALENTS                      91,056         4,749

      CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR                5,904         1,155
                                                                  ---------     ---------
      CASH AND CASH EQUIVALENTS, END OF THE YEAR                 $   96,960    $    5,904
                                                                  =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Interest                                                       $     -       $     -
                                                                  =========     =========
  Cash paid for taxes                                            $    4,528    $     -
                                                                  =========     =========
  Common stock issued for fixed assets                           $   25,000    $     -
                                                                  =========     =========
  Common stock issued for services                               $   53,750    $     -
                                                                  =========     =========
  Common stock issued for intangible assets                      $   25,000    $     -
                                                                  =========     =========
</TABLE>
 The accompanying notes are an integral part of these financial statements.
                                     F-6
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

NOTE 1 - CORPORATE HISTORY

The Company was incorporated under the laws of the State of Nevada on
August 19, 1999, but had conducted no business activities from its
inception until the completion of the acquisition of The Liquid Group,
Inc. on November 14, 2005.  As a result of the closing of the
acquisition transaction, The Liquid Group, Inc. became a wholly owned
subsidiary of the Company.  On March 23, 2006, the Company merged The
Liquid Group, Inc. into the parent company and changed the name of the
Company to The Liquid Group, Inc.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition
-------------------
The Company derives its revenue primarily from the sale of services.
Revenue is recognized as services are performed in accordance with the
provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition."  The Company recognizes revenue when there is
(1) persuasive evidence of an arrangement, (2) title and risk of loss
have passed, (3) delivery has occurred or the services have been rendered,
(4) the sales price is fixed or determinable and collection of the
related receivable is reasonably assured.  The Company records all
expense reimbursements billed to customers as revenue, and related costs
as cost of sales, when incurred, in accordance with Emerging Issues Task
Force ("EITF") 01-14 "Income Statement Characterization of
Reimbursements Received for "out-of-pocket" expenses."

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.  At December 31, 2005 and
2004, the Company had no deposits that exceeded federally insured
limits.

Trade Receivables and Collections
---------------------------------
In the collection of payments, loans or receivables, the Company will
apply a range of collection techniques to manage delinquent accounts.
The Company has not yet had any accounts that it considers doubtful and
in many situations attempts to reduce the risk by having the customers
pay in advance of the work being performed.  At the year ended,
December 31, 2005, the Company had $12,500 in accounts receivable and
no significant concentrations of receivables by any single organization
that would constitute a credit risk.

Marketable Securities
---------------------
The Company accounts for marketable securities in accordance with the
provisions of Statement of Financial Accounting Standards No. 115
"Accounting for Certain Investments in Debt and Equity Securities" (SFAS
115).

                                     F-7
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

Under SFAS 115, debt securities and equity securities that have readily
determinable fair values are to be classified in three categories:

     Held to Maturity - the positive intent and ability to hold to
     maturity.  Amounts are reported at amortized cost, adjusted for
     amortization of premiums and accretion of discounts.

     Trading Securities - bought principally for purpose of selling in
     the near term.  Amounts are reported at fair value, with unrealized
     gains and losses included in earnings.

     Available for Sale - not classified in one of the above categories.
     Amounts are reported at fair value, with unrealized gains and
     losses excluded from earnings and reported separately as a
     component of shareholders' equity.

Marketable securities consist of listed common stocks with an aggregate
cost, based on specific identification, of $16,800 as of December 31,
2005.  The gross unrealized holding losses as of December 31, 2005 were
$5,600, and the gross unrealized holding gains were $0.  All of the
company's securities are classified as available for sale securities.

Gains or losses on dispositions of securities are based on the net
difference of the proceeds and the adjusted carrying amounts of the
securities sold, using the specific identification method.

Fair Value of Financial Instruments
-----------------------------------
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires management to disclose the estimated fair value of certain
assets and liabilities defined by SFAS No. 107 as financial instruments.
Financial instruments are generally defined by SFAS No. 107 as cash and
cash equivalents, evidence of ownership interest in equity, or a
contractual obligation that both conveys to one entity a right to
receive cash or other financial instruments from another entity and
imposes on the other entity the obligation to deliver cash or other
financial instruments to the first entity.  At December 31, 2005, and
2004, management believes that the carrying amounts of cash and cash
equivalents, available-for-sale securities, accounts receivable and
accounts payable approximate fair value because of the short maturity of
these financial instruments.

Accounting for Income Taxes
---------------------------
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes.  This statement
recognizes (a) the amount of taxes payable or refundable for the current
year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.  Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized.

                                     F-8
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

Earnings (Loss) Per Share
-------------------------
Basic earnings (loss) per share includes no dilution and is computed by
dividing earnings (loss) available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities
that could share in the earnings of an entity.  Such shares are not
included when there is a loss as the effect would be anti-dilutive.  At
December 31, 2005 and December 31, 2004 the Company had no outstanding
dilutive securities.

   Basic Earnings per share
                                             2005          2004
                                         ------------  ------------
   Net Loss (numerator)                  $  (295,393)  $    (7,835)

   Weighted Average Shares (denominator)   8,128,690     1,000,000
                                          ----------    ----------
   Netw loss per share                   $     (0.04)  $     (0.01)
                                          ==========    ==========

Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results
could differ from those estimates.

Recent Accounting Pronouncements
--------------------------------
In December 2004, the SFAS issued SFAS No.153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions."  The amendments made by Statement 153 are based on the
principle that exchanges of nonmonetary assets should be measured based
on the fair value of the assets exchanged.  Further, the amendments
eliminate the narrow exception for nonmonetary exchanges of similar
productive assets and replace it with a broader exception for exchanges
of nonmonetary assets that do not have commercial substance.
Previously, Opinion 29 required that the accounting for an exchange of a
productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the
recorded amount of the asset relinquished.  Opinion 29 provided an
exception to its basic measurement principle (fair value) for exchanges
of similar productive assets.  The Board believes that exception
required that some nonmonetary exchanges, although commercially
substantive, be recorded on a carryover basis.  By focusing the
exception on exchanges that lack commercial substance, the Board
believes this Statement produces financial reporting that more
faithfully represents the economics of the transactions.  The Statement
is effective for nonmonetary asset exchanges occurring in fiscal periods
beginning

                                     F-9
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

after June 15, 2005.  Earlier application is permitted for nonmonetary
asset exchanges occurring in fiscal periods beginning after the date of
issuance.  The provisions of this Statement shall be applied
prospectively.  The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004),
"Share-Based Payment."  Statement 123(R) will provide investors and
other users of financial statements with more complete and neutral
financial information by requiring that the compensation cost relating
to share-based payment transactions be recognized in financial
statements.  That cost will be measured based on the fair value of the
equity or liability instruments issued.  Statement 123(R) covers a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans.  Statement 123(R) replaces
SFAS Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
Statement 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment
transactions with employees.  However, that Statement permitted entities
the option of continuing to apply the guidance in Opinion 25, as long as
the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used.  Public
entities (other than those filing as small business issuers) will be
required to apply Statement 123(R) as of the first interim or annual
reporting period that begins after June 15, 2005.  The Company has
evaluated the impact of the adoption of SFAS 123(R), and does not
believe the impact will be significant to the Company's overall results
of operations or financial position.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" (SFAS 154).  SFAS 154 replaces the Accounting Principles
Board Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements," to require
retrospective  application to prior periods' financial statements of
changes in accounting  principle.  The provisions of SFAS 154 are
effective for accounting changes made in fiscal years beginning after
December 15, 2005.  The adoption of SFAS 154 is not expected to have a
material effect on our financial statements.

NOTE 3 - AVAILABLE-FOR-SALE SECURITIES

Securities available for sale at December 31, 2005 are summarized as
follows:

                                     F-10
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

                                      Gross        Gross
                                    Unrealized  Unrealized
                                     Holding      Holding       Market
                          Cost        Gains       Losses        Value
                      -----------  -----------  -----------  -----------
     Common Stock     $   16,800   $      -     $    5,600   $   11,200
                       ---------    ---------    ---------    ---------
     Total            $   16,800   $      -     $    5,600   $   11,200
                       =========    =========    =========    =========

At December 31, 2005 management considered that the gross unrealized
holding loss was temporary in nature.

NOTE 4 - FIXED ASSETS

The Company capitalizes the purchase of equipment and fixtures for major
purchases in excess of $1,000 per item.  Capitalized amounts are
depreciated over the useful life of the assets using the straight-line
method of depreciation, which is 5 years for office equipment and
furniture and fixtures, respectively.  Scheduled below are the asset
costs, depreciation and accumulated depreciation at December 31, 2005
and December 31, 2004.

                                                            Accumulated
                      Cost         Depreciation Expense     Depreciation
               ------------------  --------------------  ------------------
               December  December   December  December   December  December
               31, 2005  31, 2004   31, 2005  31, 2004   31, 2005  31, 2004
               --------  --------   --------  --------   --------  --------
Assets
  Computer
   Equipment   $ 33,650  $    0     $  6,730  $    0     $  6,730  $    0
  Furniture &
   Fixtures       1,406     1,406        281       282        563       281
                -------   -------    -------   -------    -------   -------
Totals         $ 35,056  $  1,406   $  7,011  $    281   $  7,293  $    281
                =======   =======    =======   =======    =======   =======

NOTE 5 - INTANGIBLE ASSETS

On February 15, 2005 the Company acquired certain assets from The Liquid
Consulting Group, a New York corporation, for $60,000.  Of this amount
management considers the value of the Liquid Consulting Group's customer
relationships, contacts and business relationships to be worth $30,000
and capitalized them respectively.  This amount will be amortized over 5
years, using the straight line method.  Scheduled below are the asset
cost, amortization and accumulated amortization at December 31, 2005 and
December 31, 2004.

                                     F-11
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements


                                                            Accumulated
                      Cost         Depreciation Expense     Depreciation
               ------------------  --------------------  ------------------
               December  December   December  December   December  December
               31, 2005  31, 2004   31, 2005  31, 2004   31, 2005  31, 2004
               --------  --------   --------  --------   --------  --------
Assets
  Customer Relation-
   ships, etc. $ 30,000  $    0     $  6,000  $    0     $  6,000  $    0
                -------   -------    -------   -------    -------   -------
Totals         $ 30,000  $    0     $  6,000  $    0     $  6,000  $    0
                =======   =======    =======   =======    =======   =======

NOTE 6 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2005 and 2004, the Company entered
into the following transactions with entities whose principals and/or
directors are shareholders of the Company:

Business Development and Corporate Finance
------------------------------------------
The Company has retained Cygni Capital, LLC, whose principal is a
shareholder of the Company, to perform business development and
corporate finance services.  These services include, but are not limited
to strategic alliances, corporate organization and structure, private
and public equity and debt financing, capital sources and transactions
and other services related to maximizing shareholder value.  The
agreement was for six months commencing in March 2005 and is currently
on a month to month basis.  The amount paid under this agreement was
$45,400 and $0 for the years ended December 31, 2005 and 2004,
respectively.

The Company provided investor relations and public relations services to
Caneum, Inc.  Mr. Daggett is a former director of Caneum, Inc.  The
amount invoiced for these services was $164,750 and $0 for the years
ended December 31, 2005, and December 31, 2004, respectively.

NOTE 7 - INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000
and has applied the provisions of the statement to the current year,
which resulted in no significant adjustment.

Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes.  This statement
recognizes (a) the amount of taxes payable or refundable for the current
year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.

Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes.  There were no temporary differences at

                                     F-12
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

December 31, 2005 and earlier years; accordingly, no deferred tax
liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards of $290,113
at December 31, 2005.  No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not
presently determinable.  Accordingly, the potential tax benefits of the
net operating loss carryforwards, estimated based upon current tax rates
at December 31, 2005 have been offset by valuation reserves in the same
amount.  The net operating losses begin to expire in 2026.

The deferred tax asset and the valuation account is as follows at
December 31, 2005 and 2004:

                                             December 31,
                                        ----------------------
                                           2005        2004
                                        ----------  ----------
  Deferred tax asset:
     Net operating loss carryforward    $  98,638   $   6,315
     Valuation allowance                  (98,638)       -
                                         --------    --------
          Total                         $    -      $   6,315
                                         ========    ========

  Deferred tax liability:
     Deferred noncurrent tax liability  $    -      $     394
                                         --------    --------
          Total                         $    -      $     394
                                         ========    ========

  The components of Income Tax expense are as follows:

                                           2005        2004
                                        ----------  ----------
     December 31,
     Current Federal Tax                     -           -
     Current State Tax                       -           -
     Change in NOL benefit                (98,638)     (4,206)
     Change in Allowance                   98,638        -
                                         --------    --------
          Total                         $    -      $   4,026
                                         ========    ========

NOTE 8 - STOCK OPTIONS

On January 15, 2004, the Company's Board of Directors and shareholders
adopted the 2004 Stock Option/Stock Issuance Plan (the "Plan").  The
purpose of the Plan is to provide eligible persons an opportunity to
acquire a proprietary interest in the Company and as an incentive to
remain in the service of the Company.

                                     F-13
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

There are 3,000,000 shares of common stock authorized for nonstatutory
and incentive stock options and stock grants under the Plan, which are
subject to adjustment in the event of stock splits, stock dividends, and
other situations.

The purchase price under each option is established by the plan
administrator.  Additionally, the plan administrator will fix the terms
of each option, but no option can be granted for a term in excess of 10
years.  Stock issued under the Plan may vest immediately or upon terms
established by the plan administrator, provided that at least 20 percent
of the total shares subject to a vesting schedule will fully vest in
each calendar year on the anniversary date of the issuance of the
shares.

At December 31, 2005 no options have been issued under the plan.

NOTE 9 - EMPLOYMENT AND CONSULTING AGREEMENTS

On April 2, 2005, the Board of Directors of Liquid Group approved an
employment agreement for Jason Daggett as President and CEO.  The
employment agreement was assumed by the Company at the closing of the
Agreement of Merger.  The following description sets forth the material
terms of this agreement:

     JASON DAGGETT.  The initial period of the employment agreement for
Mr. Daggett is two years beginning April 1, 2005, and is renewable by
the parties for an additional year.  He is required to devote half of
his time to the business of the company.  His base salary is $84,000 per
annum and Mr. Daggett receives a car allowance of $1500 per month.  He
received a signing bonus of 1,000,000 shares of Liquid Group, which
shares were previously issued by the Board of Directors of Liquid Group
on January 28, 2005.  All of these shares were converted into shares of
the Company pursuant to the Merger.

Charles J. Peters, a director, and Steve Murphy, CFO, provide services
to the Company on an as-needed basis.  Mr. Peters has entered into a
consulting agreement with Liquid Group and Mr. Murphy provides services
according to arrangements with Liquid Group.  The terms of the
consulting agreement and the arrangements are as follows:

     CHARLES J. PETERS.  On September 15, 2005, Liquid Group entered
into a month-to-month non-exclusive consulting agreement with Mr. Peters
to provide business development and new client development services to
management.  Mr. Peters will be paid up to $9,000 per month for his
services under this agreement.  In connection with his original
engagement with Liquid Group, he received a signing bonus of 1,000,000
shares of Liquid Group when he joined the company, which shares were
previously issued by the Board of Directors of Liquid Group on January 28,
2005.  All of these shares were converted into shares of the Company
pursuant to the Merger.

                                     F-14
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

     STEPHEN G. MURPHY.  As a consultant he will bill the company for
his time at his then current hourly rates.  He received a signing bonus
of 250,000 shares of Liquid Group when he joined the company, which
shares were previously issued by the Board of Directors of Liquid Group
on January 28, 2005.  All of these shares were converted into shares of
the Company pursuant to the Merger.

NOTE 10 - COMMON STOCK

On January 28, 2005, the Company issued 1,625,000 common shares at par
value of $.001 per share to 19 individuals as founders.  The same day,
3,750,000 common shares at par value of $.001 per share were issued to
individuals in connection with the retention of their services as
employees of the Company.  Accordingly, common stock and related
additional paid-in-capital has been credited a total of $5,375 and
$48,375, respectively.

On February 15, 2005 the Company acquired certain assets from The Liquid
Consulting Group, a New York corporation, for $60,000 payable $10,000,
cash in advance, and $50,000 (satisfied by issuing 250,000 shares of
Common stock at $.10 at signing of the purchase agreement and the
balance of 250,000 shares paid on September 30, 2005).

On March 15, 2005 the Company closed a private round of financing
whereby the Company sold 500,000 shares of stock at $.10 per share for
net proceeds of $50,000 to a single investor, Trymetris Capital fund I,
LLC, and also granted Trymetris Capital Fund I, LLC a 90 day option to
acquire an additional 500,000 shares at an exercise price of $.10 per
share for net proceeds of $50,000, which option was exercised on April 27,
2005.  A further 1,000,000 shares were issued to Trymetris Capital
Fund I, LLC on June 30, 2005, at an exercise price of $.10 per share;
thus, the Company issued a total of 2,000,000 shares for a total
$200,000 to Trymetris Capital Fund I, LLC.  Mr. Daggett is a Manager of
Trymetris Capital Management, LLC, the Manager of Trymetris Capital
Fund, I, LLC.  However, Mr. Daggett has recused himself from any
decision making authority of the investment by Trymetris Capital Fund I,
LLC into the Company.

The Company issued 687,500 shares of common stock pursuant to a private
placement at $.20 per share.  Accordingly, common stock and additional
paid-in-capital have been credited $688 and $136,812 respectively.

NOTE 11 - STOCK OPTION AGREEMENT

On March 15, 2005, and effective on that date, the board of directors
agreed to a stock option agreement with Trymetris Capital Fund I, LLC.,
a shareholder of the Company.  The agreement calls for the grant of
1,500,000 options that vest and are exercisable for a period of 90 days.
The exercise price on the date of the grant was $0.10.  Within the 90
agreement, the option holder exercised all of the options for a total
cash exercise price of $150,000.

                                     F-15
<PAGE>

                            The Liquid Group, Inc.
                  formerly Mezzanine Investment Corporation

                        Notes to Financial Statements

                                                       Weighted
                                          Number       Average
                                            Of         Exercise
                                          Shares        Price
                                       ------------   ----------
     Outstanding, January 1, 2005             -             -
     Granted                             1,500,000    $    0.10
     Exercised                          (1,500,000)        0.10
     Outstanding, December 31, 2005    $      -       $     -
                                        ===========    ========

     Exercisable, December 31, 2005    $      -       $     -
                                        ===========    ========

NOTE 12 - REVERSE ACQUISITION

Effective November 14, 2005, pursuant to the Agreement of Merger, Liquid
Group, formerly known as BDR Showalter, Inc., merged into a newly-formed
entity Mezzanine Acquisitions Corp. established for the purpose of
executing the Merger, becoming the surviving corporation and a wholly
owned subsidiary of the Company.

Pursuant to the Agreement of Merger and as a result of the Merger, each
share of Liquid Group common stock outstanding at the effective time of
the Merger was converted into the right to receive one (1) share the
Company's common stock, par value $0.001 per share.  As a result of the
Merger, stockholders of Liquid Group received an aggregate number of
shares of the Company's common stock representing approximately 82.9% of
the total number shares of the Company outstanding after the Merger.
The 9,312,500 shares were issued on a pro-rata basis to the shareholders
of Liquid Group.  Since the stockholders of Liquid Group received the
majority of the voting shares of the Company, and the board of directors
and management of the Company are controlled by members of the board of
directors and management of Liquid Group, the merger was accounted for
as a reverse acquisition whereby Liquid Group was the acquirer and the
Company was the acquiree for accounting purposes.  Hence, for accounting
purposes no goodwill is recorded.


                                     F-16