**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549


**FORM
      10-KSB**




(Mark
      One)




**xANNUAL
      REPORT UNDER
      SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF** **1934**


**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2005.**




**oTRANSITION
      REPORT UNDER
      SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**


**FOR
      THE TRANSITION PERIOD FROM _________ TO _________**




*COMMISSION
      FILE NO. 001-31763*




**VIZARIO,
      INC.**


(Name
      of
      Small Business Issuer in Its Charter)





Nevada
            
            84-0920934(State
                or Other Jurisdiction
            
            (I.R.S.
                Employerof
                Incorporation or Organization)
            
            Identification
                No.)





7/f.,
                Hongjian Daxia, 30 Jiejinerlu, Shatou St., Panyu District,
              Guangzhou
                GD China
            
            511490(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




(86)
                2084801376(Issuer's
                Telephone Number)




Securities
      registered under Section 12(b) of the Exchange Act: NONE.




Securities
      registered under Section 12(g) of the Exchange Act:


COMMON
      STOCK, PAR VALUE $0.001 PER SHARE.


(Title
      of
      Class)




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past twelve months (or such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes oNo
x




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNo o




State
      issuer's revenues for its most recent fiscal year: $0.




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.) As of December 31, 2005, the aggregate market value
      of the issuer’s common stock held by non-affiliates was $92,847.82 (based on the
      closing price of $0.003 per share of common stock on December 29, 2005, as
      reported by the Over-the-Counter Bulletin Board).




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity as
      of December 31, 2005: 197,615,938




Documents
      incorporated by reference: None.




Transitional
      Small Business Disclosure Format (check one): Yes
oNo
x









**TABLE
      OF CONTENTS**





PAGE
                NO.PART
                  IITEM
                1.
            DESCRIPTION
                OF BUSINESS.
            
            3ITEM
                2.
            DESCRIPTION
                OF PROPERTY.
            
            9ITEM
                3.
            LEGAL
                PROCEEDINGS.
            
            9ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS.
            
            9PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND
                SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
            
            10ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
            
            11ITEM
                7.
            FINANCIAL
                STATEMENTS.
            
            14ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE.
            
            17ITEM
                8A.
            CONTROLS
                AND PROCEDURES.
            
            17ITEM
                8B.
            OTHER
                INFORMATION.
            
            17PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
            
            18ITEM
                10.
            EXECUTIVE
                COMPENSATION.
            
            19ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS.
            
            20ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE.
            
            21ITEM
                13.
            EXHIBITS.
            
            21ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES.
            
            21




2




Since
      this Annual Report on Form 10-KSB is being filed 24 months after its due date,
      many of the events that would have been enumerated herein, particularly the
      parameters of our business model, have changed or were materially affected
      by
      the passage of time and/or events that occurred following the period ending
      September 30, 2005, the period of our last filing. Accordingly, in the interests
      of readability and the protection of investors, and in an effort towards
      presenting our business in its most accurate historical context, we have
      included relevant subsequent events in this Report that have occurred through
      the date of our last filing.




**PART
      I**




**FORWARD
      LOOKING STATEMENTS DISCLAIMER**





This
      report contains forward-looking statements that involve risks and uncertainties.
      We generally use words such as "believe," "may," "could," "will," "intend,"
      "expect," "anticipate," "plan," and similar expressions to identify
      forward-looking statements. You should not place undue reliance on these
      forward-looking statements. Our actual results could differ materially from
      those anticipated in the forward-looking statements for many reasons, including
      the risks described below in our “Risk Factors” section, elsewhere in this
      report and in our SEC filings from time to time. Although we believe the
      expectations reflected in the forward-looking statements are reasonable, they
      relate only to events as of the date on which the statements are made, and
      our
      future results, levels of activity, performance or achievements may not meet
      these expectations. We do not intend to update any of the forward-looking
      statements after the date of this document to conform these statements to actual
      results or to changes in our expectations, except as required by
      law.




**ITEM
      1. DESCRIPTION OF BUSINESS.**




**HISTORICAL
      DEVELOPMENT**





Vizario,
      Inc., a Nevada corporation, is the successor to Gallagher Research Corporation
      ("GRC" or the “Company”). GRC was incorporated on April 2, 1999, for the purpose
      of entering into a merger with and reincorporating its predecessor, Gallagher
      Research and Development Company ("GRDC"), a Colorado corporation organized
      on
      July 27, 1983. Prior to October 1998, GRDC was an independent oil and gas
      service firm that provided geological, geophysical and geochemical services
      in
      North America and internationally. Subsequently, GRC developed a new business
      plan to either acquire a small to medium-size business (or its assets) actively
      engaged in a business generating revenues or having immediate prospects of
      generating revenues, or to originate a business.





On
      May
      24, 2001, pursuant to a Stock Exchange Agreement and Plan of Reorganization
      (the
      "Agreement"), Vizario, Inc., formerly GRC (the "Company"), completed a merger
      with Wireless Web Data, Inc. ("WWDI"), a wholly-owned subsidiary of ImaginOn,
      Inc. ("Imaginon"), a publicly-held Delaware corporation. WWDI, a development
      stage company, was formed as a Delaware corporation on July 17, 2000 by Imaginon
      for the purpose of continuing development and commercialization of internet
      and
      intranet database processing software for wireless applications. By July 2002,
      both the Company and Imaginon had ceased operations and were dormant entities.
      The Company was not able to successfully market its wireless technology through
      WWDI as planned, and disposed of WWDI in September 2002.





Pursuant
      to the Agreement, Vizario acquired all 6,000,000 issued and outstanding common
      shares of WWDI owned by Imaginon. Vizario underwent a change in control in
      connection with the consummation of the Agreement in which (i) the sole director
      of the Company resigned, and persons designated by WWDI became the Company's
      board of directors; (ii) the Company's executive officers and the new board
      of
      directors appointed replacement officers; (iii) the Company changed its name
      to
      Vizario, Inc. and (iv) Imaginon, as the sole stockholder of WWDI, became the
      holder of 20,000,000 shares of the Company's common stock, out of 24,768,000
      shares issued and outstanding, or approximately 80.75% of the Company's voting
      shares, of which 920,000 of the 20,000,000 shares were then subsequently
      transferred to officers and directors of Imaginon.





Vizario
      operated as a technology company whose name is also the title of its premier
      software. The Vizario software was intended to supersede internet search engines
      and web browsers on 2nd generation ("2G") wireless devices, such as the new
      generation of cell phones, PDAs and pocket computers. 2G devices communicate
      at
      higher data rates, typically between 33 kbps and 144 kbps. Vizario's technology
      was software designed to optimize data acquisition and transmission, especially
      of media data-like video, audio and pictures. Vizario planned to give wireless
      end-users the kind of access to the internet that they were used to getting
      from
      desktop computers. Vizario's products were designed to present users with what
      they needed: Web page summaries, audio clips, text, graphics and video clips,
      whereby Vizario displays it, stores it and updates it. The technology underlying
      the Vizario software is protected under U.S. patents licensed by Vizario from
      Imaginon.





Vizario's
      funding of its operations and technological license rights was accompanied
      by an
      infusion of capital from a number of investors in 2001, in exchange for
      promissory notes and advances payable totaling $906,000, of which $278,000
      was
      subsequently converted into Series A preferred stock of the Company. Vizario
      became dormant in July of 2002 when the Company's Board of Directors (the
“Board”) determined that its business plan could not be executed, and that the
      business of WWDI could not be developed, due to a lack of operating capital
      and
      the lack of prospects to raise adequate funding.





In
      September of 2002, Vizario and Imaginon entered into a Settlement/Rescission
      Agreement whereby Imaginon returned 19,080,000 shares of the
      Company's common stock and the Company returned 6,000,000 shares of WWDI common
      stock to Imaginon. The officers and directors of Imaginon also returned 920,000
      shares of common stock and agreed to the cancellation of warrants for 1,400,000
      shares of common stock. The Company subsequently cancelled the 20,000,000 shares
      of common stock. The technology license agreement between WWDI and Imaginon,
      which was in default, was cancelled. Payables of $1,261,706 which represented
      past due technological license obligations and intercompany charges were settled
      by Imaginon for $10,000.




3





In
      January and February of 2003, the Company sold 400,000 shares of common stock
      for $50,000 or $0.125 per share. In April and May holders of $524,500 of the
      $669,500 of outstanding notes and advances payable at December 31, 2002
      converted their outstanding balances, along with accrued interest of $20,003
      into 4,196,000 shares of common stock. In April 2002, the Series A preferred
      stockholder converted $50,000 of Series A preferred stock into 989,509 shares
      of
      common stock. This preferred stockholder also held a $145,000, 8% convertible
      promissory note. In 2003, the $203,000 of Series A preferred stock, the
      promissory note, and accrued dividends, penalties and interest of $60,581 were
      converted into 215,923 shares of common stock plus a warrant to purchase
      1,500,000 shares of common stock at $.001 per share. The warrant that the
      preferred stockholder previously held for 1,000,000 shares of common stock
      was
      modified to reflect an exercise price of $0.001 per share. Both of these
      warrants are identical in terms and features. The warrants limit the holders
      to
      a 9.99% beneficial ownership of the Company's outstanding common stock and
      are
      exercisable until April 10, 2007. The warrants to purchase 2,500,000 shares
      of
      the Company's common stock at $0.001 per share remained outstanding as of
      December 31, 2005.





On
      August
      8, 2005, in a Regulation S Private Placement, the Company issued 166,666,666
      shares of its common stock to a Hong Kong company for an aggregate purchase
      price of $250,000. This transaction was a change in control event, whereby
      upon
      consummating the $250,000 investment, the Hong Kong company had full control
      over the Board and acquired a majority of the outstanding shares of the
      Company.





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





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. The Company has a deficit
      accumulated during the development stage of $4,058,568 as of December 31,
      2005.




The
      Company is exploring sources to obtain equity or debt financing. The Company
      intends to participate in one or more as yet unidentified business ventures,
      which management may select after reviewing the business opportunities for
      their
      profit or growth potential.





**EXCHANGE
      ACT REGISTRATION**





Vizario
      voluntarily filed a registration statement on Form 10SB-12G in November of
      1999
      with the Securities and Exchange Commission ("SEC" or "Commission") in order
      to
      register Vizario's common stock under Section 12(g) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"). Vizario is required to file
      quarterly, annual and other reports and other information with the SEC as
      required by the Exchange Act. If Vizario's duty to file reports under the
      Exchange Act is suspended, Vizario intends to nonetheless continue filing
      reports on a voluntary basis if it is able to do so.





**PROPOSED
      BUSINESS**





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





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





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





**PRE-COMBINATION
      ACTIVITIES**





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




4





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





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





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





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





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





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





**COMBINATION
      SUITABILITY STANDARDS**





The
      analysis of candidate companies will be undertaken by or under the supervision
      of Vizario's President, who is not a professional business analyst. See the
      section entitled "RISK FACTORS" below. To a large extent, a decision to
      participate in a specific combination may be made upon management's analysis
      of
      the quality of the candidate company's management and personnel, the anticipated
      acceptability of new products or marketing concepts, the merit of technological
      changes, the perceived benefit the candidate will derive from becoming a
      publicly held entity, and numerous other factors which are difficult, if not
      impossible, to objectively quantify or analyze. In many instances, it is
      anticipated that the historical operations of a specific candidate may not
      necessarily be indicative of the potential for the future because of the
      possible need to shift marketing approaches substantially, expand significantly,
      change product emphasis, change or substantially augment management, or make
      other changes. Vizario will be dependent upon the owners and management of
      a
      candidate to identify any such problems which may exist and to implement, or
      be
      primarily responsible for the implementation of, required changes. Because
      Vizario may participate in a business combination with a newly organized
      candidate or with a candidate which is entering a new phase of growth, it should
      be emphasized that Vizario will incur further risks, because management in
      many
      instances will not have proved its abilities or effectiveness, the eventual
      market for the candidate's products or services will likely not be established,
      and the candidate may not be profitable when acquired.





In
      selecting a suitable combination candidate, Vizario anticipates that it may
      consider, among other things, the following factors:





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





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




5





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





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





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





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





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





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





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





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





Management
      believes that various types of potential merger or acquisition candidates might
      find a business combination with Vizario to be attractive. These include
      acquisition candidates desiring to create a public market for their shares
      in
      order to enhance liquidity for current stockholders, acquisition candidates
      which have long-term plans for raising capital through the public sale of
      securities and believe that the possible prior existence of a public market
      for
      their securities would be beneficial, and acquisition candidates that plan
      to
      acquire additional assets through the issuance of securities rather than cash,
      and believe that the possibility of development of a public market for their
      securities will be of assistance in that process. Acquisition candidates which
      have a need for an immediate cash infusion are not likely to find a potential
      business combination with Vizario to be an attractive option.





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





**FORM
      OF ACQUISITION**





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





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




6





It
      is
      anticipated that any new securities issued in any reorganization would be issued
      in reliance upon exemptions, if any are available, from registration
      under applicable federal and state securities laws. In some circumstances,
      however, as a negotiated element of the transaction, Vizario may agree to
      register such securities either at the time the transaction is consummated,
      or
      under certain conditions or at specified times thereafter. The issuance of
      substantial additional securities and their potential sale into any trading
      market that might develop in Vizario's securities may have a depressive effect
      upon such market.





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





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





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





**POST-COMBINATION
      ACTIVITIES**





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





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





**POTENTIAL
      BENEFITS TO INSIDERS**





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





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




7





**POSSIBLE
      ORIGINATION** **OF
      A** **BUSINESS**





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





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





**USE
      OF CONSULTANTS** **AND** **FINDERS**





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





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





**RISK
      FACTORS**





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





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





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





We
      are
      delinquent in filing reports with the SEC. Although we are required to file
      annual, quarterly and special reports, and other information with the Securities
      and Exchange Commission (the “SEC”), we are materially delinquent in our filing
      of these required reports. During 2005, we filed our Form 10-QSB Quarterly
      Report for the three months ended March 30, 2005, on May 16, 2005, and our
      Form
      10-QSB Quarterly Report for the six months ended June 30, 2005, on August 2,
      2005, and our Form 10-QSB Quarterly Report for the nine months ended September
      30, 2005, on November 21, 2005. We have not filed any Form 10-QSB Quarterly
      Reports for any period during the fiscal year ended December 31, 2006 or 2007.
      Accordingly, and prior to this report, there has been limited public information
      on which to base an informed investment decision concerning our
      securities.





**STATE
      SECURITIES LAWS CONSIDERATIONS**





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




8





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





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





**NO
      INVESTMENT COMPANY ACT REGULATION**





Prior
      to
      completing a combination, Vizario will not engage in the business of investing
      or reinvesting in, or owning, holding or trading in securities, or otherwise
      engaging in activities which would cause it to be classified as an "investment
      company" under the 1940 Act. To avoid becoming an investment company, not more
      than 40% of the value of Vizario's assets (excluding government securities
      and
      cash and cash equivalents) may consist of "investment securities," which is
      defined to include all securities other than U.S. government securities and
      securities of majority-owned subsidiaries. Because Vizario will not own less
      than a majority of any assets or business acquired, it will not be regulated
      as
      an investment company. Vizario will not pursue any combination unless it will
      result in Vizario owning at least a majority interest in the business
      acquired.





**COMPETITION**





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





**EMPLOYEES**





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




**ITEM
      2. DESCRIPTION OF PROPERTY.**





Vizario
      neither owns nor leases any real estate or other properties at the present
      time.
      Vizario does not require any office space and since March 2003, Vizario has
      utilized the office of its president, Mr. Stephen M. Siedow, for corporate
      and
      administrative purposes. This arrangement continued until August 2005. In August
      2005, the Company began utilizing the office space of a significant stockholder
      from the Peoples Republic of China.




**ITEM
      3. LEGAL PROCEEDINGS.**





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





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





No
      matters were submitted to a vote or for the written consent of security
      stockholders for the year ended December 31, 2005, and no meeting of
      stockholders was held.




9




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS** **AND
      SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES** **.**




**MARKET
      INFORMATION**





Our
      common stock is quoted and traded in the so-called over the counter "Gray
      Markets" under the symbol "VZRO."  Once
      current in its SEC filings, Vizario intends to reapply for quotation on the
      OTC
      Bulletin Board ("OTCBB") maintained by the National Association of Securities
      Dealers Inc. Our common stock was quoted on the OTCBB under the symbol "VZRO"
      from June 18, 2001 through May 15, 2002, after which date, our common stock
      was
      delisted. Prior to June 17, 2001 Vizario's common stock was the subject of
      an
      unpriced quotation (meaning that it was quoted "name only" without the posting
      of bid or ask prices) on the OTCBB. The following table sets forth the range
      of
      high and low sale price of our common stock as quoted by NASDAQ.


HIGH
              
              LOW2004
                  FISCAL YEARFirst
                  Quarter
              
              $
              0.0850
              
              $
              0.0001Second
                  Quarter
              
              $
              0.0001
              
              $
              0.0001Third
                  Quarter
              
              $
              0.0850
              
              $
              0.0001Fourth
                  Quarter
              
              $
              0.0100
              
              $
              0.00012005
                  FISCAL YEARFirst
                  Quarter
              
              $
              0.0001
              
              $
              0.0001Second
                  Quarter
              
              $
              0.0001
              
              $
              0.0001Third
                  Quarter
              
              $
              0.0010
              
              $
              0.0001Fourth
                  Quarter
              
              $
              0.0030
              
              $
              0.0001




**HOLDERS**




Vizario
      has approximately 200 stockholders of record. Vizario has **** 197,615,938
      common shares issued and outstanding, of which (i) 15,949,272 shares are
      unrestricted and not held by affiliates, (ii) 15,949,272 shares are restricted
      but subject to Rule 144 and not held by affiliates, and (iii) 15,000,000 shares
      are held by Stephen M. Siedow, the Company’s former CEO.




**DIVIDENDS**




Since
      our
      inception, we have not paid dividends on our common stock. We do not expect
      to
      pay dividends on our common stock in the foreseeable future; rather we intend
      to
      retain any earnings for use in our business activities.





**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**





None.





**EQUITY
      COMPENSATION PLAN INFORMATION**





The
      following table sets forth, as of the year ended December 31, 2005, certain
      information with respect to Vizario's compensation plans and individual
      compensation arrangements to which Vizario is a party, if any, under which
      any
      equity securities of Vizario are authorized for issuance.


Plan
                  category
              
              Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              
              Weighted
                  average exercise price of outstanding options, warrants and
                  rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plans(a)
              
              (b)
              
              (c)Equity
                  compensation plans approved by security holders1997
                  EMPLOYEE STOCK COMPENSATION PLAN
              
              
              -0-
              
              
              N/A
              
              
              23,9001997
                  COMPENSATORY STOCK OPTION PLAN
              
              
              -0-
              
              
              N/A
              
              
              830,000Equity
                  compensation plans not approved by security holdersNONE
              
              
              N/A
              
              
              N/A
              
              
              N/ATotal
              
              
              -0-
              
              
              
              
              
              853,900


10


**RECENT
      SALES OF UNREGISTERED SECURITIES**




We
      had no
      sales of unregistered securities during the fourth quarter of 2005.




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




**PLAN
      OF OPERATION**





Vizario
      is a “blank check” company whose plan of operation over the next twelve months
      is to seek and, if possible, acquire an operating business or valuable assets
      by
      entering into a business combination. Vizario will not be restricted in its
      search for business combination candidates to any particular geographical area,
      industry or industry segment, and may enter into a combination with a private
      business engaged in any line of business, including service, finance, mining,
      manufacturing, real estate, oil and gas, distribution, transportation, medical,
      communications, high technology, biotechnology or any other business.
      Management's discretion is, as a practical matter, unlimited in the selection
      of
      a combination candidate. The management of Vizario will seek combination
      candidates in the United States and other countries, as available time and
      resources permit, through existing associations and by word of mouth. This
      plan
      of operation has been adopted in order to attempt to create value for Vizario's
      stockholders. For further information on Vizario's plan of operation and
      business, see PART I, ITEM1 above.





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





**LIQUIDITY
      and CAPITAL RESOURCES**





Vizario
      has no commitment for any capital expenditure and foresees none. However,
      Vizario will incur routine fees and expenses incident to its reporting duties
      as
      a public company, and it will incur expenses in finding and investigating
      possible acquisitions and other fees and expenses in the event it makes an
      acquisition or attempts but is unable to complete an acquisition. Vizario's
      cash
      requirements for the next twelve months are relatively modest, principally
      accounting expenses and other expenses relating to making filings required
      under
      the Exchange Act, did not exceed $175,000 in the fiscal year ending December
      31,
      2006. Any travel, lodging or other expenses which may arise related to finding,
      investigating and attempting to complete a combination with one or more
      potential acquisitions could also amount to thousands of dollars.





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





Vizario
      will only be able to pay its future debts and meet operating expenses by raising
      additional funds, acquiring a profitable company or otherwise
      generating positive cash flow. As a practical matter, Vizario is unlikely to
      generate positive cash flow by any means other than acquiring a company with
      positive cash flow. Vizario believes that management members or stockholders
      will loan funds to Vizario as needed for operations prior to completion of
      an
      acquisition. Management and the stockholders are not obligated to provide funds
      to Vizario, however, and it is not certain they will always want or be
      financially able to do so. Vizario stockholders and management members who
      advance money to Vizario to cover operating expenses will expect to be
      reimbursed, either by Vizario or by the company acquired, prior to or at the
      time of completing a combination. Vizario has no intention of borrowing money
      to
      reimburse or pay salaries to any Vizario officer, director or stockholder or
      their affiliates. There currently are no plans to sell additional securities
      of
      Vizario to raise capital, although sales of securities may be necessary to
      obtain needed funds. Vizario's current management and its counsel have agreed
      to
      continue their services to Vizario and to accrue sums owed to them for services
      and expenses and expect payment reimbursement only. Should existing management
      or stockholders refuse to advance needed funds, however, Vizario would be forced
      to turn to outside parties to either loan money to Vizario or buy Vizario
      securities. There is no assurance however that Vizario will be able at need
      to
      raise necessary funds from outside sources. Such a lack of funds could result
      in
      severe consequences to Vizario, including, among other things:





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




11





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





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





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





**OFF-BALANCE
      SHEET ARRANGEMENTS**





Vizario
      does not have any off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on our financial condition, changes
      in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to
      investors.




**CRITICAL
      ACCOUNTING POLICIES**




**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting period. Actual results could differ from those estimates. Estimates
      and assumptions are periodically reviewed and the effects of revisions are
      reflected in the consolidated financial statements in the period in which they
      are determined to be necessary.




**Fair
      Value of Financial Instruments**




Statement
      of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
      Financial Instruments," requires disclosure of the fair value of certain
      financial instruments. The carrying value of cash and cash equivalents, accounts
      receivable, accounts payable and short-term borrowings, as reflected in the
      balance sheets, approximate fair value because of the short-term maturity of
      these instruments.




**Concentrations
      of Credit Risk**




Financial
      instruments and related items, which potentially subject the Company to
      concentrations of credit risk, consist primarily of cash, cash equivalents
      and
      related party receivables. The Company places its cash and temporary cash
      investments with credit quality institutions. At times, such investments may
      be
      in excess of the FDIC insurance limit. The Company periodically reviews its
      trade receivables in determining its allowance for doubtful accounts.




**Income
      Taxes**





The
      Company uses the asset and liability method of accounting for income taxes.
      The
      asset and liability method accounts for deferred income taxes by applying
      enacted statutory rates in effect for periods in which the difference between
      the book value and the tax bases of assets and liabilities are scheduled to
      reverse. The resulting deferred tax asset or liability is adjusted to reflect
      changes in tax laws or rates. The company records a valuation allowance for
      any
      deferred tax allowance that it believes will not be realized.




**Revenue
      Recognition**




Revenues
      are recognized in the period that services are provided. For revenue from
      product sales, the Company recognizes revenue in accordance with Staff
      Accounting Bulletin No. 104, *Revenue
      Recognition* ("SAB104"),
      which supersedes Staff Accounting Bulletin No. 101, *Revenue
      Recognition in Financial Statements* ("SAB101").
      SAB 101 requires that four basic criteria must be met before revenue can be
      recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
      has
      occurred; (3) the selling price is fixed and determinable; and (4)
      collectability is reasonably assured. Determination of criteria (3) and (4)
      are
      based on management's judgments regarding the fixed nature of the selling prices
      of the products delivered and the collectability of those amounts. Provisions
      for discounts and rebates to customers, estimated returns and allowances, and
      other adjustments are provided for in the same period that the related sales
      are
      recorded. The Company defers any revenue for which the product has not been
      delivered or is subject to refund until such time that the Company and the
      customer jointly determine that the product has been delivered or no refund
      will
      be required. Payments received in advance are deferred until the trusses are
      built and shipped to customers.




12




SAB
      104
      incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), *Multiple-Deliverable
      Revenue Arrangements.* EITF
      00-21 addresses accounting for arrangements that may involve the delivery or
      performance of multiple products, services and/or rights to use assets. The
      effect of implementing EITF 00-21 on the Company's consolidated financial
      position and results of operations was not significant.




**Related
      Party Transactions**




Related
      party transactions are fully disclosed within Vizario’s financial statements for
      the year ended December 31, 2005 and 2004, respectively.




**Advertising**




The
      Company expenses all advertising costs as incurred. Advertising expense charged
      to operations amounted to $0 for each of the years ended December 31, 2005
      and
      2004.




**Net
      Loss per Common Share**





The
      Company utilizes SFAS No. 128, “Earnings per Share” to calculate earnings/loss
      per share. Basic earnings/loss per share is computed by dividing the
      earnings/loss available to common stockholders (as the numerator) by the
      weighted-average number of common shares outstanding (as the denominator).
      Diluted earnings/loss per share is computed similar to basic earnings/loss
      per
      share except that the denominator is increased to include the number of
      additional common shares that would have been outstanding if all potential
      common stock (including common stock equivalents) had all been issued, and
      if
      such additional common shares were dilutive. Under SFAS No. 128, if the
      additional common shares are dilutive, they are not added to the denominator
      in
      the calculation. Where there is a loss, the inclusion of additional common
      shares is anti-dilutive (since the increased number of shares reduces the per
      share loss available to common stock holders).


**Cash
        and Equivalents**
  For
        purposes of the statements of cash flows, we consider all highly liquid
        investments (i.e., investments which, when purchased, have original maturities
        of three months or less) to be cash equivalents.




**Stock-Based
      Compensation**





The
      Company applied the recognition and measurement principles of Accounting
      Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations in accounting for those plans through June 30,
      2005.





In
      December 2004, FASB issued Statement No. 123(R), *Share-Based Payment,* which
      establishes accounting standards for transactions in which an entity receives
      employee services in exchange for (a) equity instruments of the entity or
      (b) liabilities that are based on the fair value of the entity’s equity
      instruments or that may be settled by the issuance of equity instruments.
      Effective July 1, 2005, the Company adopted SFAS 123(R), which requires the
      Company to recognize the grant-date fair value of stock options and equity
      based
      compensation issued to employees in the statement of operations. The statement
      also requires that such transactions be accounted for by using the
      fair-value-based method, thereby eliminating use of the intrinsic method of
      accounting in APB No. 25, *Accounting for Stock Issued to Employees,* which
      was permitted under Statement No. 123, as originally issued.




Stock
      based compensation for the year ended December 31, 2005 and 2004 was $15,000
      and
      $0, respectively.




**New
      Accounting Pronouncements**





In
      June
      2005, the Emerging Issues Task Force, or EITF, reached a consensus on
      Issue 05-6, *Determining the Amortization Period for Leasehold Improvements,* which
      requires that leasehold improvements acquired in a business combination or
      purchased subsequent to the inception of a lease be amortized over the lesser
      of
      the useful life of the assets or a term that includes renewals that are
      reasonably assured at the date of the business combination or purchase.
      EITF 05-6 is effective for periods beginning after July 1, 2005. The
      Company does not expect the provisions of this consensus to have a material
      impact on the financial position, results of operations or cash
      flows.





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
      Corrections” (“SFAS 154”) which replaces Accounting Principles Board
      Opinions No. 20 “Accounting Changes” and SFAS No. 3, “Reporting
      Accounting Changes in Interim Financial Statements—An Amendment of APB Opinion
      No. 28.” SFAS 154 provides guidance on the accounting for and
      reporting of accounting changes and error corrections. It establishes
      retrospective application, or the latest practicable date, as the required
      method for reporting a change in accounting principle and the reporting of
      a
      correction of an error. SFAS 154 is effective for accounting changes and a
      correction of errors made in fiscal years beginning after December 15, 2005
      and is required to be adopted by the Company in the first quarter of 2006.
      The
      Company is currently evaluating the effect that the adoption of SFAS 154
      will have on its results of operations and financial condition but does not
      expect it to have a material impact.





In
      March
      2005, the FASB issued FASB Interpretation No. 47, “Accounting for
      Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides
      guidance relating to the identification of and financial reporting for legal
      obligations to perform an asset retirement activity. The Interpretation requires
      recognition of a liability for the fair value of a conditional asset retirement
      obligation when incurred if the liability’s fair value can be reasonably
      estimated. FIN 47 also defines when an entity would have sufficient
      information to reasonably estimate the fair value of an asset retirement
      obligation. The provision is effective no later than the end of fiscal years
      ending after December 15, 2005. The Company will adopt FIN 47
      beginning in the first quarter of fiscal year 2006 and does not believe the
      adoption will have a material impact on its consolidated financial position
      or
      results of operations or cash flows.




13




**Reclassifications**




Certain
      reclassifications have been made to the 2004 financial statements to conform
      to
      classifications used in the 2005 financial statements.




**RESULTS
      OF OPERATIONS**




**COMPARISON
      OF THE TWELVE MONTHS ENDED DECEMBER 31, 2005 TO THE TWELVE MONTHS ENDED DECEMBER
      31, 2004**




Operations :
      The
      Company had revenue of $0 in each of the years 2005 and 2004. The Company did
      not have significant business operations in each of the years 2005 and
      2004.




General
      and Administrative Expenses :
      Total
      general and administrative expenses in 2005 were $195,076 as compared to $10,083
      in 2004. The increase in expenses is due to costs incurred by the Company such
      as legal and accounting expenses while the Company’s management searched on a
      part-time basis for possible business acquisitions.




Net
      loss :
      The
      Company’s net loss for the year ended December 31, 2005 and 2004 was $195,076
      and $10,083, respectively. The Company’s net income (loss) per common share
      (basic and diluted) was $0.00 and $0.00 for the years ended December 31, 2005
      and 2004, respectively. The loss is due to the fact that the Company had no
      significant operations and was in the process of searching for possible business
      acquisitions.




The
      basic
      and diluted weighted average number of outstanding shares was 97,625,071 and
      15,915,991 for the years ended December 31, 2005 and 2004,
      respectively.




**ITEM
      7. FINANCIAL STATEMENTS.**




The
      financial statements and related notes are included as part of this Annual
      Report as indexed on pages 17 through 38.




14




**ITEM
      7. FINANCIAL STATEMENTS.**


The
        financial statements and related notes are included as part of this Annual
        Report as indexed on pages 17 through 38.
 
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 Board
        of
        Directors
 Vizario,
        Inc.
 
 We
        have
        audited the accompanying balance sheet of Vizario, Inc. as of December 31,
        2004,
        and the related statements of operations, changes in stockholders' deficit,
        and
        cash flows for the year ended December 31, 2004. These financial statements
        are
        the responsibility of the Company's management. Our responsibility is to
        express
        an opinion on these financial statements based on our audit.
 
 We
        conducted our audit in accordance 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 misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Vizario, Inc. as of December
        31,
        2004, and the results of its operations and its cash flows for the year ended
        December 31, 2004, in conformity with accounting principles generally accepted
        in the United States of America.
 
  GHP
        Horwath, P.C.
 
 Denver,
        Colorado
  January
        24, 2005
  15
  
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 To
        the
        Board of Directors and Stockholders of
 **Vizario,
        Inc. ( A Development Stage Company)**
  We
        have
        audited the accompanying balance sheet of **Vizario,
        Inc.** (A
        Development Stage Company) as at December 31, 2005 and the related statements
        of
        operations, stockholders' equity and cash flows for the year then ended.
        These
        financial statements are the responsibility of the Company's management.
        Our
        responsibility is to express an opinion on these consolidated financial
        statements based on our audits.  The
        financial statements of Vizario, Inc. as of December 31, 2004, and from
        inception of the development stage on September 30, 2002 through December
        31,
        2004, were audited by other auditors whose report dated January 24, 2005,
        expressed an unqualified opinion on those statements.
  We
        conducted our audit in accordance with the standards of the PCAOB (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 audits
        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 audit provide a reasonable basis for our
        opinion.
  In
        our
        opinion, based on our audit and the report of other auditors, the financial
        statements referred to above present fairly, in all material respects, the
        financial position of Vizario, Inc. (A Development Stage Company) as at December
        31, 2005 and the results of its operations, cash flows and changes in
        stockholders' deficit for the year then ended and from the inception of the
        development stage on September 30, 2002 through December 31, 2005, in accordance
        with accounting principles generally accepted in the United States of
        America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 3 to the financial
        statements, the Company has suffered losses from operations since inception
        and
        is dependent on financing to continue operations, which raises substantial
        doubt
        about its ability to continue as a going concern. Management's plans in regard
        to these matters are described in note 3. The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
  
 ***Chisholm,
        Bierwolf & Nilson, LLC***
 **Bountiful,
        Utah**
 **January
        2, 2008**
 
 16
  VIZARIO,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
        BALANCE SHEETS
 AS
        OF
        DECEMBER 31, 2005 AND DECEMBER 31, 2004
 
 ASSETS
 
 2005
              
              2004Current
                  AssetsCash
              
              $
              -
              
              $
              -Total
                  Assets
              
              $
              -
              
              $
              -
 
 LIABILITIES
        AND STOCKHOLDERS' DEFICIT
 
 2005
              
              2004Current
                  LiabilitiesAccrued
                  expenses
              
              $
              38,536
              
              $
              6,250Note
                  payable (Note 10)
              
              
              5,000
              
              
              -Loan
                  payable - officer (Note 4)
              
              
              -
              
              
              137,210Total
                  Current Liabilities
              
              
              43,536
              
              
              143,460Shares
                  to be issued (Note 7)
              
              
              15,000
              
              
              -Total
                  Liabilities
              
              
              58,536
              
              
              143,460Commitments,
                  Contingencies and Other Matters (Note 9)Stockholders'
                  Deficit (Note 7)Preferred
                    stock - $0.001 par value; 5,000,000 authorized; 0 shares issued
                    and
                    outstanding at December 31, 2005 and December 31, 2004,
                    respectively
              
              
              -
              
              
              -Common
                    stock - $0.001 par value; 500,000,000 shares authorized; 197,615,938
                    and
                    15,949,272 issued and outstanding at December 31, 2005 and December
                    31,
                    2004, respectively
              
              
              197,616
              
              
              15,949Additional
                  paid in capital
              
              
              3,802,416
              
              
              3,704,083Deficit
                  accumulated during the development stage
              
              
              (4,058,568
              )
              
              (3,863,492
              )Total
                  Stockholders' Deficit
              
              
              (58,536
              )
              
              (143,460
              )Total
                  Liabilities and Stockholders' Deficit
              
              $
              -
              
              $
              -


The
      accompanying notes are an integral part of these financial
      statements.




F-1




VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONSOLIDATED
      STATEMENTS OF OPERATIONS





Year Ended
              December 31,
            
            Cumulative
                  Period from
                September
                  30, 2002 (inception of the development stage) to2005
            
            2004
            
            December
                31, 2005Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                of Goods Sold
            
            
            -
            
            
            -
            
            
            -Gross
                Profit
            
            
            -
            
            
            -
            
            
            -Selling,
                General and Administrative Expenses
            
            
            195,076
            
            
            10,083
            
            
            395,556Operating
                loss
            
            
            (195,076
            )
            
            (10,083
            )
            
            (395,556
            )Other
                income (expense)Gain
                on debt extinguishment
            
            
            -
            
            
            -
            
            
            9,150Net
                loss before income taxes
            
            
            (195,076
            )
            
            (10,083
            )
            
            (386,406
            )Net
                loss
            
            $
            (195,076
            )
            $
            (10,083
            )
            $
            (386,406
            )Per
                share informationNet
                loss - basic and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Net
                loss attributable to common stockholders - basic and
                diluted
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average number of common shares outstanding, basic and
                diluted
            
            
            97,625,071
            
            
            15,915,991
            
            
            -




The
      accompanying Notes are an integral part of these financial
      statements.




F-2


VIZARIO,
      INC.


(A
            DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
            STATEMENTS OF STOCKHOLDERS' DEFICIT
 AS
            OF
            DECEMBER 31, 2005
  Common
                      Stock
                  
                  
                  Additional
                      Paid
                  
                  
                  Deficit
                      Accumulated During the
                      DevelopmentShares
                  
                  
                  Par
                      $.001
                  
                  
                  In
                      Capital
                  
                  
                  Stage
                  
                  
                  TotalBalance,
                      September 30, 2002
                  
                  
                  10,792,681
                  
                  $
                  10,793
                  
                  $
                  2,624,853
                  
                  $
                  (3,672,162
                  )
                  $
                  (1,036,516
                  )Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (32,474
                  )
                  
                  (32,474
                  )Balance,
                      December 31, 2002
                  
                  
                  10,792,681
                  
                  
                  10,793
                  
                  
                  2,624,853
                  
                  
                  (3,704,636
                  )
                  $
                  (1,068,990
                  )Issuance
                      of common stock, Series A conversion
                  
                  
                  215,923
                  
                  
                  216
                  
                  
                  408,365
                  
                  
                  -
                  
                  
                  408,581Issuance
                      of common stock, debt conversion
                  
                  
                  4,507,296
                  
                  
                  4,507
                  
                  
                  617,126
                  
                  
                  -
                  
                  
                  621,633Issuance
                      of common stock, for cash
                  
                  
                  400,000
                  
                  
                  400
                  
                  
                  49,600
                  
                  
                  -
                  
                  
                  50,000Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (148,773
                  )
                  
                  (148,773
                  )Balance,
                      December 31, 2003
                  
                  
                  15,915,900
                  
                  
                  15,916
                  
                  
                  3,699,944
                  
                  
                  (3,853,409
                  )
                  $
                  (137,549
                  )Issuance
                      of common stock, conversion of accrued expenses
                  
                  
                  33,372
                  
                  
                  33
                  
                  
                  4,139
                  
                  
                  -
                  
                  
                  4,172Net
                      loss
                  
                  
                  --
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (10,083
                  )
                  
                  (10,083
                  )Balance,
                      December 31, 2004
                  
                  
                  15,949,272
                  
                  
                  15,949
                  
                  
                  3,704,083
                  
                  
                  (3,863,492
                  )
                  
                  (143,460
                  )Issuance
                      of common stock, for compensation
                  
                  
                  10,000,000
                  
                  
                  10,000
                  
                  
                  10,000
                  
                  
                  -
                  
                  
                  20,000Rescinding
                      of stock issuance for services
                  
                  
                  (10,000,000
                  )
                  
                  (10,000
                  )
                  
                  (10,000
                  )
                  
                  -
                  
                  
                  (20,000
                  )Issuance
                      of common stock, debt conversion
                  
                  
                  15,000,000
                  
                  
                  15,000
                  
                  
                  15,000
                  
                  
                  
                  
                  
                  30,000Issuance
                      of common stock, for cash
                  
                  
                  166,666,666
                  
                  
                  166,666
                  
                  
                  83,334
                  
                  
                  -
                  
                  
                  250,000Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  (195,076
                  )
                  
                  (195,076
                  )Balance,
                      December 31, 2005
                  
                  
                  197,615,938
                  
                  
                  197,616
                  
                  $
                  3,802,416
                  
                  $
                  (4,058,568
                  )
                  $
                  (58,536
                  )


The
      accompanying notes are an integral part of these financial
      statements.




F-3




VIZARIO,
      INC.


(A
          DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
  Year
                    Ended
                  December
                    31, 2005
                
                Year
                    Ended
                  December
                    31, 2004
                
                Cumulative
                    Period from September 30, 2002 (inception of the development
                    stage) to
                  December
                    31, 2005
 CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    Loss
                
                $
                (195,076
                )
                $
                (10,083
                )
                $
                (386,406
                )Adjustments
                    to reconcile net loss tonet
                    cash used in operating activities:Gain
                    on debt extinguishment
                
                
                -
                
                
                -
                
                
                9,150Stock
                    based compensation
                
                
                15,000
                
                
                -
                
                
                15,000Bad
                    debt expense
                
                
                35,027
                
                
                -
                
                
                35,027Changes
                    in assets and liabilitiesAccrued
                    expenses and accounts payable
                
                
                32,286
                
                
                (10,330
                )
                
                27,256NET
                    CASH USED IN OPERATING ACTIVITIES
                
                
                (112,763
                )
                
                (20,413
                )
                
                (299,973
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    from sale of common stock
                
                
                250,000
                
                
                -
                
                
                300,000Repayment
                    of officer’s loan
                
                
                (254,740
                )
                
                -
                
                
                (254,740
                )Proceeds
                    from note payable
                
                
                5,000
                
                
                -
                
                
                5,000Proceeds
                    from officer’s loan
                
                
                112,503
                
                
                20,413
                
                
                249,713NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                112,763
                
                
                20,413
                
                
                299,973(DECREASE)
                    INCREASE IN CASH
                
                
                -
                
                
                -
                
                
                -CASH
                    - BEGINNING OF PERIOD
                
                
                -
                
                
                -
                
                
                -CASH
                    - END OF PERIOD
                
                $
                -
                
                $
                -
                
                $
                -
  Supplemental
                      disclosure:Cash
                      paid for interest
                  
                  $
                  --
                  
                  $
                  -
                  
                  $
                  -
                      --Cash
                      paid for taxes
                  
                  $
                  --
                  
                  $
                  -
                  
                  $
                  --NONCASH
                      INVESTING AND FINANCING ACTIVITIESConversion
                      of accounts payable and accrued expenses to common stock, and
                      cancellation
                      of warrants
                  
                  $
                  -
                  
                  $
                  4,172
                  
                  $
                  81,302Conversion
                      of debt to common stock
                  
                  $
                  30,000
                  
                  $
                  -
                  
                  
                  30,000Conversion
                      of notes, advances and accrued expenses to common stock
                  
                  $
                  -
                  
                  $
                  -
                  
                  
                  544,503Conversion
                      of Series A preferred stock, notes and accrued expenses to
                      common
                      stock
                  
                  $
                  -
                  
                  $
                  -
                  
                  
                  408,581
  The
          accompanying notes are an integral part of these financial
          statements.


F-4




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      1 - BASIS OF PRESENTATION**





**Nature
      of Business**




Vizario,
      Inc., (the “Company”) is a Nevada corporation. The Company’s common stock, par
      value $0.001 per share, is quoted on the Pink Sheets market in the United States
      of America under the ticker symbol “VZRO”. As used herein, “Vizario,” “VZRO,”
“we,” ”us,” and “our” refer to Vizario, Inc.


Vizario
        is a development stage company as described by Statements of the Financial
        Accounting Standards Board No. 7 (“SFAS 7.”) SFAS states that a business is
        considered to be in the development stage if it is devoting substantially
        all of
        its efforts to establishing a new business and either of the following
        conditions exists:
 
 1.
            Planned
                principal operations have not commenced. 2.
            Planned
                operations have commenced, but there has been no significant revenue
                therefrom.  The
        Company’s management believes the Company is a development stage entity as it is
        in the process of attempting to acquire assets, namely that of a potential
        albeit currently unidentified merger candidate, and is also exploring various
        forms of financing and capital structures in order to facilitate a possible
        merger with a merger candidate. The Company has considered SFAS 7, paragraph
        11,
        footnote 7, and has determined that the Company qualifies as a dormant entity
        which has been reactivated to undertake development stage operations, and
        as
        such, has determined September 30, 2002 to be the inception date of the
        development stage.
  The
        Company anticipates that after an exhaustive search, the Company’s management
        will have identified and entered into a letter of intent to merge with another
        company by the end of 2008, if not sooner. As of December 31, 2005, we had
        a
        total deficit of $386,406 from operations in pursuit of this
        objective.
  On
        May
        24, 2001, pursuant to a Stock Exchange Agreement and Plan of Reorganization
        (the
        "Agreement"), Vizario, Inc., formerly Gallagher Research Corporation (the
        "Company"), completed a merger with Wireless Web Data, Inc. ("WWDI"), a
        wholly-owned subsidiary of ImaginOn, Inc., a publicly-held Delaware corporation
        ("Imaginon"). Gallagher Research Corporation was incorporated in Colorado
        in
        1983 and was an independent oil and gas service firm that provided geological,
        geophysical and geochemical consulting services. WWDI, a development stage
        company, was formed as a Delaware corporation on July 17, 2000 by Imaginon
        for
        the purpose of continuing development and commercialization of internet and
        intranet database processing software for wireless applications. By July
        2002,
        both the Company and Imaginon had ceased operations and were dormant entities.
        The Company was not able to successfully market its wireless technology through
        WWDI as planned, and disposed of WWDI in September 2002.





The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. The Company has a deficit
      accumulated during the development stage of $4,058,568 as of December 31,
      2005.




The
      Company is exploring sources to obtain equity or debt financing. The Company
      intends to participate in one or more as yet unidentified business ventures,
      which management may select after reviewing the business opportunities for
      its
      profit or growth potential.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**


General
        Statement
  The
        SEC
        has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
        Disclosure About Critical Accounting Policies,” (“FRR 60”), suggesting that
        companies provide additional disclosure and commentary on their most critical
        accounting policies. In FRR 60, the SEC defined the most critical accounting
        policies as the ones that are most important to the portrayal of a company's
        financial condition and operating results, and require management to make
        its
        most difficult and subjective judgments, often as a result of the need to
        make
        estimates of matters that are inherently uncertain. The methods, estimates
        and
        judgments the Company uses in applying these most critical accounting policies
        have a significant impact on the results the Company reports in its financial
        statements. The Company believes that the critical accounting policies and
        procedures listed below, among others, affect its more significant judgments
        and
        estimates used in the preparation of the Company's consolidated financial
        statements.






F-5


**VIZARIO,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
  **Cash
        and Cash Equivalents**
 
 For
        purposes of reporting cash flows, the Company considers all highly liquid
        debt
        instruments purchased with maturity of three months or less to be cash
        equivalents .
  **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements, as well as the reported amounts of revenues and expenses during
        the
        reporting period. Actual results could differ from those estimates. Estimates
        and assumptions are periodically reviewed and the effects of revisions are
        reflected in the consolidated financial statements in the period in which
        they
        are determined to be necessary.
  **Fair
        Value of Financial Instruments**
  Statement
        of Financial Accounting Standards No. 107, "Disclosures About Fair Value
        of
        Financial Instruments," requires disclosure of the fair value of certain
        financial instruments. The carrying value of cash and cash equivalents, accounts
        receivable, accounts payable and short-term borrowings, as reflected in the
        balance sheets, approximate fair value because of the short-term maturity
        of
        these instruments.
  **Concentrations
        of Credit Risk**
  Financial
        instruments and related items, which potentially subject the Company to
        concentrations of credit risk, consist primarily of cash, cash equivalents
        and
        related party receivables. The Company places its cash and temporary cash
        investments with credit quality institutions. At times, such investments
        may be
        in excess of the FDIC insurance limit. The Company periodically reviews its
        trade receivables in determining its allowance for doubtful accounts.
  **Income
        Taxes**
 
 The
        Company uses the asset and liability method of accounting for income taxes.
        The
        asset and liability method accounts for deferred income taxes by applying
        enacted statutory rates in effect for periods in which the difference between
        the book value and the tax bases of assets and liabilities are scheduled
        to
        reverse. The resulting deferred tax asset or liability is adjusted to reflect
        changes in tax laws or rates. The company records a valuation allowance for
        any
        deferred tax allowance that it believes will not be realized.
  **Revenue
        Recognition**
  Revenues
        are recognized in the period that services are provided. For revenue from
        product sales, the Company recognizes revenue in accordance with Staff
        Accounting Bulletin No. 104, *Revenue
        Recognition* ("SAB104"),
        which supersedes Staff Accounting Bulletin No. 101, *Revenue
        Recognition in Financial Statements* ("SAB101").
        SAB 101 requires that four basic criteria must be met before revenue can
        be
        recognized: (1) persuasive evidence of an arrangement exists; (2) delivery
        has
        occurred; (3) the selling price is fixed and determinable; and (4)
        collectability is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management's judgments regarding the fixed nature of the selling
        prices
        of the products delivered and the collectability of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments are provided for in the same period that the related sales
        are
        recorded. The Company defers any revenue for which the product has not been
        delivered or is subject to refund until such time that the Company and the
        customer jointly determine that the product has been delivered or no refund
        will
        be required. Payments received in advance are deferred until the trusses
        are
        built and shipped to customers.
  SAB
        104
        incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), *Multiple-Deliverable
        Revenue Arrangements.* EITF
        00-21 addresses accounting for arrangements that may involve the delivery
        or
        performance of multiple products, services and/or rights to use assets. The
        effect of implementing EITF 00-21 on the Company's consolidated financial
        position and results of operations was not significant.
  **Related
        Party Transactions**
  Related
        party transactions are fully disclosed within Vizario’s financial statements for
        the year ended December 31, 2005 and 2004, respectively.
  **Advertising**
  The
        Company expenses all advertising costs as incurred. Advertising expense charged
        to operations amounted to $0 for each of the years ended December 31, 2005
        and
        2004.


F-6


**VIZARIO,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
  **Net
        Loss per Common Share**
 
 The
        Company utilizes SFAS No. 128, “Earnings per Share” to calculate earnings/loss
        per share. Basic earnings/loss per share is computed by dividing the
        earnings/loss available to common stockholders (as the numerator) by the
        weighted-average number of common shares outstanding (as the denominator).
        Diluted earnings/loss per share is computed similar to basic earnings/loss
        per
        share except that the denominator is increased to include the number of
        additional common shares that would have been outstanding if all potential
        common stock (including common stock equivalents) had all been issued, and
        if
        such additional common shares were dilutive. Under SFAS No. 128, if the
        additional common shares are dilutive, they are not added to the denominator
        in
        the calculation. Where there is a loss, the inclusion of additional common
        shares is anti-dilutive (since the increased number of shares reduces the
        per
        share loss available to common stock holders).
  **Stock-Based
        Compensation**
 
 The
        Company applied the recognition and measurement principles of Accounting
        Principles Board Opinion No. 25, *Accounting
        for Stock Issued to Employees* ,
        and
        related Interpretations in accounting for those plans through June 30,
        2005.
 
 In
        December 2004, FASB issued Statement No. 123(R), *Share-Based Payment,* which
        establishes accounting standards for transactions in which an entity receives
        employee services in exchange for (a) equity instruments of the entity or
        (b) liabilities that are based on the fair value of the entity’s equity
        instruments or that may be settled by the issuance of equity instruments.
        Effective July 1, 2005, the Company adopted SFAS 123(R), which requires the
        Company to recognize the grant-date fair value of stock options and equity
        based
        compensation issued to employees in the statement of operations. The statement
        also requires that such transactions be accounted for by using the
        fair-value-based method, thereby eliminating use of the intrinsic method
        of
        accounting in APB No. 25, *Accounting for Stock Issued to Employees,* which
        was permitted under Statement No. 123, as originally issued.
 
 Stock
        based compensation for the year ended December 31, 2005 and 2004 was $15,000
        and
        $0, respectively.
  **Reclassifications**
  Certain
        reclassifications have been made to the 2004 financial statements to conform
        to
        classifications used in the 2005 financial statements.
  **New
        Accounting Pronouncements**
 
 In
        June
        2005, the Emerging Issues Task Force, or EITF, reached a consensus on
        Issue 05-6, *Determining the Amortization Period for Leasehold Improvements,* which
        requires that leasehold improvements acquired in a business combination or
        purchased subsequent to the inception of a lease be amortized over the lesser
        of
        the useful life of the assets or a term that includes renewals that are
        reasonably assured at the date of the business combination or purchase.
        EITF 05-6 is effective for periods beginning after July 1, 2005. The
        Company does not expect the provisions of this consensus to have a material
        impact on the financial position, results of operations or cash
        flows.
 
 In
        May
        2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
        Corrections” (“SFAS 154”) which replaces Accounting Principles Board
        Opinions No. 20 “Accounting Changes” and SFAS No. 3, “Reporting
        Accounting Changes in Interim Financial Statements—An Amendment of APB Opinion
        No. 28.” SFAS 154 provides guidance on the accounting for and
        reporting of accounting changes and error corrections. It establishes
        retrospective application, or the latest practicable date, as the required
        method for reporting a change in accounting principle and the reporting of
        a
        correction of an error. SFAS 154 is effective for accounting changes and a
        correction of errors made in fiscal years beginning after December 15, 2005
        and is required to be adopted by the Company in the first quarter of 2006.
        The
        Company is currently evaluating the effect that the adoption of SFAS 154
        will have on its results of operations and financial condition but does not
        expect it to have a material impact.
 
 In
        March
        2005, the FASB issued FASB Interpretation No. 47, “Accounting for
        Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides
        guidance relating to the identification of and financial reporting for legal
        obligations to perform an asset retirement activity. The Interpretation requires
        recognition of a liability for the fair value of a conditional asset retirement
        obligation when incurred if the liability’s fair value can be reasonably
        estimated. FIN 47 also defines when an entity would have sufficient
        information to reasonably estimate the fair value of an asset retirement
        obligation. The provision is effective no later than the end of fiscal years
        ending after December 15, 2005. The Company will adopt FIN 47
        beginning in the first quarter of fiscal year 2006 and does not believe the
        adoption will have a material impact on its consolidated financial position
        or
        results of operations or cash flows.
  F-7
 **VIZARIO,
          INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **NOTE
          3 - GOING CONCERN**
 The
          Company’s financial statements have been prepared on a going concern basis,
          which contemplates continuity of operations, realization of assets and
          liquidation of liabilities in the normal course of business. The Company
          had
          cumulative losses of $4,058,568 as of December 31, 2005 and negative cash
          flows
          from operations during the year ending December 31, 2005 of $112,763. The
          Company continues to incur expenses as a result of being a public company
          and
          also during its search for a merger candidate. The ability of the Company
          to
          operate as a going concern depends upon its ability to obtain outside sources
          of
          working capital and/or generate positive cash flow from operations. Management
          is aware of these requirements and is undertaking specific measures to
          address
          these liquidity concerns. Specifically, the Company has refocused its efforts
          on
          suitable merger candidates. The Company believes its outlook is promising
          and in
          particular that internal cashflows will improve and sources of external
          financing will continue to be available upon demand. Notwithstanding the
          foregoing, there can be no assurance that the Company will be successful
          in
          obtaining such financing, that it will have sufficient funds to execute
          its
          business plan or that it will generate positive operating results. The
          financial
          statements do not include any adjustments relating to the recoverability
          and
          classification of asset carrying amounts or the amount and classification
          of
          liabilities that might result should the Company be unable to continue
          as a
          going concern.
  **NOTE 4
          - LOAN PAYABLE - OFFICER**





The
      table
      below details transactions related to the loan payable to the Company's former
      Chief Executive Officer, Stephen Siedow, during the year ended December 31,
      2005:


**2005**Beginning
                  balance
              
              $
              137,210Conversion
                  of debt to common stock
              
              
              (30,000
              )Additional
                  advances from officer
              
              
              112,503Payments
                  to officer
              
              
              (254,740
              )Reserve
                  for doubtful account
              
              
              35,027Ending
                  balance
              
              $
              -






F-8




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 5
      - INCOME TAXES**





The
      FASB
      has issued Statement of Financial Accounting Standards No. 109 (“SFAS 109”),
“Accounting for Income Taxes”, which requires the asset and liability method of
      accounting for income taxes. Under the asset and liability method, deferred
      income taxes are recognized for the tax consequences of “temporary differences”
by applying enacted statutory tax rates applicable to future years to
      differences between the financial statement carrying amounts and the tax basis
      of existing assets and liabilities.





The
      Company's net deferred tax asset as of December 31, 2005 and December 31, 2004
      consisted of the following:




December
                31,
              2005
            
            December
                31,
              2004Net
                operating loss carryforward
            
            $
            104,000
            
            $
            24,000Valuation
                allowance
            
            
            (104,000
            )
            
            (24,000
            )Net
                deferred tax asset
            
            $
            0
            
            $
            0


The
        Company’s net operating loss carry forwards of $195,000 and $160,000 for the
        years ended December 31, 2005 and 2004, respectively, begin to expire in
        2025
        and 2024, respectively.




The
      components of current income tax expense as of December 31, 2005 and December
      31, 2004 consisted of the following:


December
                  31,
                2005
              
              December
                  31,
                2004Current
                  federal tax expense
              
              $
              -
              
              $
              -Current
                  state tax expense
              
              
              -
              
              
              -Change
                  in NOL benefits
              
              
              (80,000
              )
              
              (2,100
              )Change
                  in valuation allowance
              
              
              80,000
              
              
              2,100Income
                  tax expense
              
              $
              -
              
              $
              -




The
      following is a reconciliation of the provision for income taxes at the United
      States federal income tax rate to the
      income taxes reflected in the Statement of Operations:


December
                  31,
                2005
              
              December
                  31,
                2004Tax
                  expense (credit) at statutory rate-federal
              
              
              (35.00%
              )
              
              (15.00%
              )State
                  tax expense net of federal tax
              
              
              (
                  6.00%
              )
              
              (
                  6.00%
              )Changes
                  in valuation allowance
              
              
              41.00%
              
              
              21.00%Tax
                  expense at actual rate
              
              
              0
              %
              
              0
              %





F-9




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 6
      - RELATED PARTY TRANSACTIONS**





On
      March
      23, 2005, the Company issued 25,000,000 shares of its common stock to the
      Company’s president to reduce loan payable.





On
      August
      10, 2005, the Company and its former president settled all claims for services
      and out-of-pocket expenses paid on behalf of the Company for $225,000.
      Additionally, 10,000,000 of the 25,000,000 shares previously issued to the
      Company's former president were cancelled and returned to the Company. The
      Company maintains a loan receivable/payable to its former president, as detailed
      in Footnote 4 to the financial statements.





Prior
      to
      the Company’s settlement with its former president on August 10, 2005, the
      Company's headquarters were located at premises owned by the Company's former
      president. No rent was charged for maintaining the office at this location.
      The
      criteria under accounting principles generally accepted in the United States
      necessary to record contributed facilities within these financial statements
      were not met. Therefore, the Company has not recorded a value associated with
      this benefit.


During
        2004, the Company incurred corporate, administrative and accounting fees
        of
        $10,083 for services performed by the Company's former president and for
        expenses paid by the former president on behalf of the Company. In addition,
        to
        facilitate a $50,000 issuance of common stock in 2003, proceeds were deposited
        into an account held by an affiliate of the president on behalf of the Company.
        These proceeds were utilized to pay expenses and existing liabilities of
        the
        Company. The Company has a payable to its president in the amount of $137,210
        at
        December 31, 2004.
  **NOTE 7
        - STOCKHOLDERS' DEFICIT**


Effective
        November 1, 2005, the Company hired its new Chief Executive Officer and signed
        and employment contract. The Chief Executive Officer received a sign-on bonus
        of
        10,000,000 shares of the Company’s common stock, payable on or before December
        31, 2007. The Company valued this share issuance at $15,000 and has expensed
        the
        full portion of the stock based compensation during the year ended December
        31,
        2005. The shares of common stock had not been issued as of December 31, 2005
        and
        as such were included as a long term liability on the Company’s balance
        sheet.
 
 On
        August
        8, 2005, in a Regulation S Private Placement, the Company issued 166,666,666
        shares of its common stock to a Hong Kong company for an aggregate purchase
        price of $250,000. This transaction was a change in control event, whereby
        upon
        consummating the $250,000 investment, the Hong Kong company had full control
        over the Board and acquired a majority of the outstanding shares of the
        Company.
 
 An
        Information Statement was mailed to the Company's stockholders on April 15,
        2005. The Information Statement was furnished to the holders of the Company's
        common stock on behalf of the Company in connection with a proposed amendment
        to
        the Company's Certificate of Incorporation to increase the number of authorized
        shares of common stock from 50,000,000 to 500,000,000. This amendment was
        approved by the written consent of persons holding 25,420,000 shares, which
        was
        a majority of the 40,949,272 outstanding shares.
  In
        2004,
        accrued expenses of $5,172 were settled for cash of $1,000 and 33,372 shares
        of
        common stock.
  Employee
        stock compensation plans:
  The
        Company has adopted the 1997 Employee Stock Compensation Plan (the "ESC Plan")
        and the 1997 Compensatory Stock Option Plan (the "CSO Plan") for its employees,
        officers, directors and advisors. The Company has reserved a maximum of
        1,500,000 shares of common stock to be issued under the ESC Plan and 1,000,000
        shares of common stock to be issued upon exercise of options granted under
        the
        CSO Plan. No options are outstanding at December 31, 2005 and 2004,
        respectively.
  **NOTE 8
        - LOSS PER SHARE**




The
      Company utilizes SFAS No. 128, "Earnings per Share" to calculate gain/loss
      per
      share. Basic earnings/loss per share is computed by dividing the earnings/loss
      available to common stockholders (as the numerator) by the weighted-average
      number of common shares outstanding (as the denominator). Diluted earnings/loss
      per share is computed similar to basic earning/loss per share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if all potential common stock (including common
      stock equivalents) had all been issued, and if such additional common shares
      were dilutive.





**Basic Earning Per Share Computation**
            
            **2005**
            
            **2004**Net
                Loss
            
            $
            (195,076
            )
            $
            (10,083
            )(Loss)
                available to common stockholders
            
            $
            (195,076
            )
            $
            (10,083
            )**Basic
                Loss per common share**
            
            $
            (0.00
            )
            $
            (0.00
            )**Weighted-average
                shares used to compute:**Basic
                loss per share
            
            
            97,625,071
            
            
            15,915,991





**Diluted Earning Per Share Computation**
            
            **2005**
            
            **2004**Net
                Loss
            
            $
            (195,076
            )
            $
            (10,083
            )Dilutive
                effect of warrants
            
            
            Anti-dilutive
            
            
            Anti-dilutive(Loss)
                available to common stockholders
            
            $
            (195,076
            )
            $
            (10,083
            )**Diluted
                Loss per common share**
            
            $
            (0.00
            )
            $
            (0.00
            )**Weighted-average
                shares used to compute:**Diluted
                loss per share
            
            
            97,625,071
            
            
            15,915,991





F-10




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 8
      - LOSS PER SHARE (CONTINUED)**





Under
      SFAS No. 128, where there is a loss, the inclusion of additional common shares
      is anti-dilutive (since the increased number of shares reduces the per share
      loss available to common stock holders), and if the additional common shares
      are
      anti-dilutive, they are not added to the denominator in the calculation. For
      periods where the additional common shares are anti-dilutive, the following
      common stock equivalents have been excluded from the calculation of diluted
      loss
      per share:





**December
                31,**
              **2005**
            
            **December
                31,**
              **2004**Warrants
            
            
            2,500,000
            
            
            2,500,000Total
            
            
            2,500,000
            
            
            2,500,000


In
        2003,
        the $203,000 of Series A preferred stock, the promissory note, and accrued
        dividends, penalties and interest of $60,581 were converted into 215,923
        shares
        of common stock plus a warrant to purchase 1,500,000 shares of common stock
        at
        $.001 per share. The warrant that the preferred stockholder previously held
        for
        1,000,000 shares of common stock was modified to reflect an exercise price
        of
        $0.001 per share. Both of these warrants are identical in terms and features.
        The warrants limit the holders to a 9.99% beneficial ownership of the Company's
        outstanding common stock and were exercisable until April 10, 2007. The warrants
        to purchase 2,500,000 shares of the Company's common stock at $0.001 per
        share
        remained outstanding as of December 31, 2005. However, as of the date of
        this
        report, the warrants had expired unexercised. As of the date of this report,
        the
        Company had no warrants to purchase common stock outstanding.
  **NOTE 9
        - COMMITMENTS, CONTINGENCIES AND OTHER MATTERS**




As
      of the
      date of this report, the Company was not aware of any threatened or pending
      legal proceedings against it.





**NOTE 10
      - NOTE PAYABLE**




An
      unsecured note payable to Free Productions, Ltd. (“Free Productions”), a company
      organized in Hong Kong, China, for $5,000 remained outstanding as of December
      31, 2005. The funds were advanced to the Company by Free Productions on February
      22, 2005 for working capital purposes. Repayment terms are
      unscheduled.





**NOTE
      11 - SUBSEQUENT EVENTS**




On
      February 2, 2006, the Company filed a Current Report on Form 8-K with the SEC
      notifying the public that the Company had entered into a transaction with Auto
      Treasure Holdings Limited, a British Virgin Islands corporation (“Auto
      Treasure”) whereby Auto Treasure would have acquired 200,000,000 shares of the
      Company’s common stock, par value $0.001 per share (the “Common Stock”) at
      $0.003 per share for an aggregate purchase price of $600,000.





This
      transaction was canceled and was never consummated as described in the
      aforementioned Form 8-K filing.





F-11


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




We
      have
      had changes in our auditors that have been reported on Form 8-K. We have not
      had
      any disagreements with any of our auditors.




**ITEM
      8A. CONTROLS AND PROCEDURES.**





**DISCLOSURE
      CONTROLS AND PROCEDURES**




Our
      management evaluated, with the participation of our Chief Executive
      Officer/Interim Chief Financial Officer, the effectiveness of our disclosure
      controls and procedures as of the end of the period covered by this Annual
      Report on Form 10-KSB. Based on this evaluation, our Chief Executive
      Officer/Interim Chief Financial Officer has concluded that our disclosure
      controls and procedures are effective to ensure that the information we are
      required to disclose in reports that we file or submit under the Exchange Act
      (i) is recorded, processed, summarized and reported within the time periods
      specified in SEC rules and forms and (ii) is accumulated and communicated to
      our
      management, including our Chief Executive Officer/Interim Chief Financial
      Officer, as appropriate to allow timely decisions regarding required disclosure.
      Our disclosure controls and procedures are designed to provide reasonable
      assurance that such information is accumulated and communicated to our
      management. Our disclosure controls and procedures include components of our
      internal control over financial reporting. Management's assessment of the
      effectiveness of our internal control over financial reporting is expressed at
      the level of reasonable assurance that the control system, no matter how well
      designed and operated, can provide only reasonable, but not absolute, assurance
      that the control system's objectives will be met.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**




There
      was
      no change in our internal controls, which are included within disclosure
      controls and procedures, during our most recently completed fiscal quarter
      that
      has materially affected, or is reasonably likely to materially affect, our
      internal controls.




**ITEM
      8B. OTHER INFORMATION.**




None.




17


**PART
      III**




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





On
      August
      11, 2005, Copenh J. Deng, Cuillian Shen, and Sandy L. Deng were appointed to
      the
      Board. Also on August 11, 2005, Stephen Seidow resigned as CEO, President,
      Treasurer, Secretary and as a director of the Company.





On
      October 24, 2005 the Company elected Kelly Yang to the Board. On October 25,
      2005, Cepnh J. Deng, Cuillian Shen and Sandy L. Deng resigned from Board. Kelly
      Yang served as the only board member as of December 31, 2005.





**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**





We
      are
      not aware of any material legal proceedings that have occurred within the past
      five years concerning any director, director nominee, or control person which
      involved a criminal conviction, a pending criminal proceeding, a pending or
      concluded administrative or civil proceeding limiting one's participation in
      the
      securities or banking industries, or a finding of securities or commodities
      law
      violations.




**COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT**





Section
      16(a) of the Exchange Act requires our directors, executive officers and persons
      who beneficially own more than 10 percent of a registered class of our equity
      securities, to file with the SEC initial reports of ownership and reports of
      changes in ownership of our equity securities. Officers, directors and greater
      than 10 percent stockholders are required by SEC regulation to furnish us with
      copies of all Section 16(a) forms they file.




Based
      solely upon a review of copies of such forms filed on Forms 3, 4, and 5, we
      are
      not aware of any persons who during the year ended December 31, 2005, were
      directors, officers, or beneficial owners of more than 10 percent of our common
      stock, and who failed to file, on a timely basis, reports required by Section
      16(a) of the Exchange Act during such fiscal year.





**CODE
      OF ETHICS**




We
      have
      adopted a code of ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer or controller, or
      persons performing similar functions. The code of ethics is designed to deter
      wrongdoing and to promote:




·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;




·
            Full,
                fair, accurate, timely, and understandable disclosure in reports
                and
                documents that we file with, or submit to, the SEC and in other public
                communications made by us;




·
            Compliance
                with applicable governmental laws, rules and
                regulations;




·
            The
                prompt internal reporting of violations of the code of ethics to
                an
                appropriate person or persons identified in the code of ethics;
                and




·
            Accountability
                for adherence to the code of
                ethics.




A
      copy of
      our code of ethics that applies to our principal executive officer, principal
      financial officer, principal accounting officer or controller, or persons
      performing similar functions was attached as an exhibit to our amended Annual
      Report for the fiscal year ended December 31, 2004, filed with the Commission
      on
      February 28, 2005.




**PROCEDURE
      FOR NOMINATING DIRECTORS**




There
      have been no material changes to the procedures by which security holders may
      recommend nominees to our Board of Directors.




The
      Board
      shall evaluate the recommended candidate and shall determine whether or not
      to
      proceed with the candidate in accordance with our procedures. We reserve the
      right to change our procedures at any time to comply with the requirements
      of
      applicable laws.




**COMMITTEES
      OF THE BOARD OF DIRECTORS**





The
      Board
      has the responsibility for establishing broad corporate policies and reviewing
      our overall performance rather than day-to-day operations. The Board's primary
      responsibility is to oversee the management of our Company and, in so doing,
      serve the best interests of our Company and our stockholders. Our full Board
      performs all of the functions normally designated to an Audit Committee,
      Compensation Committee and Nominating Committee.




18





**Audit
      Committee**





Although
      our Board does not have an separately-designated standing Audit Committee,
      our
      full Board performs the functions usually designated to an Audit
      Committee.




**ITEM
      10. EXECUTIVE COMPENSATION.**




**SUMMARY
      COMPENSATION**




The
      following table shows the compensation paid or accrued during the fiscal years
      ended December 31, 2005 and 2004 to our President and Chief Executive
      Officer.





**Summary
      Compensation Table**





Name
                and Principal Position
            
            Year
              Ended
              December31,
            
            Base
                Salary
              ($)
            
            Dollar
                Value of Total Compensation for the Covered Fiscal Year
              ($)(a)
            
            (b)
            
            (c)
            
            (d)Kelly
                Yang
              President
                and Chief Executive Officer
            
            
            2005
            
            $
            5,000
            (1)
            $
            20,000Stephen
                Siedow
              Former
                President and Chief Executive Officer
            
            
            2005
              2004
            
            $
              $
            0
              0
            (2)
              (2)
            $
              $
            0
              0




(1)
            Mr.
              Yang received $15,000 in stock based
              compensation. (2)
            Mr.
                Siedow was compensated as a contractor on an hourly basis for time
                spent
                and for expenses incurred on behalf of the
                Company.




**NARATIVE
      TO SUMMARY COMPENSATION TABLE**




EMPLOYMENT
      AGREEMENTS OF EACH NAMED EXECUTIVE OFFICER




We
      do not
      have written or oral employment agreements with any of our named executive
      officers or other employees. The
      compensation program for our executives may consist of the following three
      elements:




·
            A
                base salary,




·
            A
                performance bonus, and




·
            Periodic
                grants and/or options of our common
                stock.





Base
      Salary. Our Chief Executive Officer and all other senior executive officers
      receive a base salary based on such factors as competitive industry salaries,
      a
      subjective assessment of the contribution and experience of the officer, and
      the
      specific recommendation by the Chief Executive Officer.





Performance
      Bonus. A portion of each officer's total annual compensation can be awarded
      in
      the form of a bonus. All bonus payments to officers must be approved by the
      compensation committee based on the individual officer's performance and company
      performance. For fiscal years 2006 and 2005, no bonus compensation was paid
      to
      any of our executive officers.





Stock
      Incentive. Stock options may be granted to executive officers based on their
      positions and individual performance. Stock options provide incentive for the
      creation of stockholder value over the long term and aid significantly in the
      recruitment and retention of executive officers. The Board considers the
      recommendations of our Chief Executive Officer for stock option grants to
      executive officers (other than to the Chief Executive Officer) and approves,
      disapproves or modifies such recommendation. For fiscal years 2005 and 2004
      no
      stock option grants were granted to any of our executive officers.





**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END**





The
      following table shows grants of no stock options outstanding on December 31,
      2005, the last day of our fiscal year, to each of the named executive officers
      named in the Summary Compensation Table.




19





**Outstanding
      Equity Awards at Fiscal Year-End**


Option
                  awards
              
              Stock
                  awardsName
              
              Number
                  of Securities Underlying Unexercised Options
                (#)
                Exercisable
              
              Number
                  of Securities Underlying Unexercised Options
                (#)
                  Unexercisable
              
              Equity
                  Incentive Plan Awards:
                Number
                  of Securities Underlying Unexercised Unearned Options
                (#)
              
              Option
                  Exercise Price
                ($)
              
              Option
                  Expiration Date
              
              Number
                  of Shares or Units of Stock That Have Not Vested
                (#)
              
              Market
                  Value of Shares or Units of Stock That Have Not Vested
                ($)
              
              Equity
                  Incentive Plan Awards: Number of Unearned Shares, Units or Other
                  Rights
                  That Have Not Vested
                (#)
              
              Equity
                  Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                  Units or
                  Other Rights That Have Not Vested
                ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)
              
              (j)None.


**NARATIVE
      TO OUTSTANDING EQUITY AWARDS TABLE**





**Retirement
      Benefits**





We
      do not
      have any qualified or non-qualified defined benefit plans.





**Nonqualified
      Deferred Compensation**





We
      do not
      have any nonqualified defined contribution plans or other deferred compensation
      plans.





**Potential
      Payments Upon Termination or Change of Control**





None.




**DIRECTOR
      COMPENSATION**




No
      Board
      of Directors fees were paid to directors in either cash or stock during the
      year
      ended December 31, 2005.





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





**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**





**No
      compensation plans were previously approved or not previously approved by
      security holders.**





**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table sets forth certain information as of January 9, 2008, regarding
      the beneficial ownership of our common stock held by each of our executive
      officers and directors, individually and as a group and by each person who
      beneficially owns in excess of five percent of our common stock. In general,
      beneficial ownership includes those shares that a person has the power to vote,
      sell, or otherwise dispose. Beneficial ownership also includes that number
      of
      shares which an individual has the right to acquire within 60 days of the date
      this table was prepared (such as stock options). Two or more persons may be
      considered the beneficial owner of the same shares. The inclusion in this
      section of any shares deemed beneficially owned does not constitute an admission
      by that person of beneficial ownership of those shares.


NAME
                  OF BENEFICIAL OWNER (1)
              
              SHARES
                  BENEFICALLY OWNED
              
              PERCENT
                  (2)China
                  IPTV Industry Park Holdings Limited
              
              
              200,000,000
              
              
              50.3
              %C/O
                  PORTCULLIS TRUST/NET CHAMBERSP.O.
                  BOX 3444 TORTOLA,BVIWorld-East
                  CORP LTD
              
              
              166,666,666
              
              
              41.92
              %FLAT
                  C, 13/F ONLUEN BLDG9
                  KIMBERLEY STREETKOWLOON
 Stephen
                  M. Siedow
              
              
              15,420,000
              
              
              3.88
              %12373
                  E. Cornell AvenueAurora,
                  Colorado 80014Alpha
                  Capital Aktiengesellschaft
              
              
              4,000,000
              
              
              1
              %C/O
                  LH Financial Services Corp.160
                  Central Park South, Suite 2701New
                  York, New York 10019*All
                  directors & officers
              
              
              0as
                  a group (1 person)TOTALS





*
      less
      than 1%


20


**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** **,
      AND DIRECTOR INDEPENDENCE** **.**





**TRANSACTIONS** **WITH
      RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS**




As
      of
      December 31, 2005 and 2004, respectively, Stephen Seidow, the Company’s former
      President and Chief Executive Officer advanced funds to the Company on an as
      needed basis and was reimbursed for those advances. The terms and analysis
      of
      the note are discussed in NOTE 4 of the financial statements which are made
      a part of this document. The
      Company also utilized office space provided by Stephen Siedow free of charge
      since 2003.





**DIRECTOR
      INDEPENDENCE**




As
      of
      December 31, 2005, Kelly Yang served as the Company’s sole director. The Company
      is currently traded on the Pink Sheets. The Pink Sheets does not require that
      a
      majority of the board be independent.


**ITEM
        13. EXHIBITS.**
 EXHIBIT
                    NO.
                
                IDENTIFICATION
                    OF EXHIBIT3.1
                
                Articles
                    of Incorporation of Gallagher Research Corporation as filed with
                    the
                    Nevada Secretary of State on April 4, 1999 (incorporated by reference
                    to
                    Registration Statement on Form 10SB-12G, filed on November 12,
                    1999, SEC
                    File No. 000-28073.)3.2
                
                Certificate
                    of Amendment as filed with the Nevada Secretary of State on May
                    25, 2001,
                    changing the name of Gallagher Research Corporation to Vizario,
                    Inc.
                    (incorporated by reference to Form 8-K, filed on June 5, 2001,
                    SEC File
                    No. 000-28073.)3.3
                
                Bylaws
                    of Vizario, Inc. (incorporated by reference to Registration Statement
                    on
                    Form 10SB-12G, filed on November 12, 1999, SEC File No.
                    000-28073.)4.1
                
                Specimen
                    common stock certificate (incorporated by reference to Registration
                    Statement on Form 10SB-12G, filed on November 12, 1999, SEC File
                    No.
                    000-28073.)10.1
                
                1997
                    Compensatory Stock Option Plan (incorporated by reference to
                    Registration
                    Statement on Form 10SB-12G, filed on November 12, 1999, SEC File
                    No.
                    000-28073.)10.2
                
                1997
                    Employee Stock Compensation Plan (incorporated by reference to
                    Registration Statement on Form 10SB-12G, filed on November 12,
                    1999, SEC
                    File No. 000-28073.)14.1
                
                Code
                    of Ethics (incorporated by reference to Form 10-KSB, filed on
                    February 11,
                    2005, SEC File No. 000-28073.)21.1
                
                List
                    of Subsidiaries (attached hereto.)31.1
                
                Certification
                    of the Principal Executive Officer (attached hereto.)32.1
                
                Certification
                    by the Chief Executive Officer pursuant to 18 U.S.C. Section
                    1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002
                    (attached hereto.)
  **ITEM
          14. PRINCIPAL ACCOUNTANT FEES AND
          SERVICES.**




**AUDIT
      FEES**




In
      2005,
      we paid $16,500 in auditor fees related to the preparation of our quarterly
      and
      annual financial statements.





**AUDIT-RELATED
      FEES**




There
      were no aggregate audit-related fees billed by Chisholm, Bierwolf & Nilson
      LLP for professional services rendered for the audit of our annual financial
      statements for fiscal year ended December 31, 2005.




**TAX
      FEES**




The
      aggregate fees billed by the Company's auditors for professional services
      rendered for the preparation of the Company's tax returns during the year ended
      December 31, 2005 were $0.


21




**ALL
      OTHER FEES**




There
      were no other fees billed by Chisholm, Bierwolf, & Nilson LLP for
      professional services rendered, other than as stated under the captions Audit
      Fees, Audit-Related Fees, and Tax Fees.




**THE
      BOARD OF DIRECTORS PRE-APPROVAL POLICY AND PROCEDURES**




We
      do not
      have a separate Audit Committee. Our full Board performs the functions of an
      Audit Committee. During fiscal year 2005, the Board adopted policies and
      procedures for the pre-approval of audit and non-audit services for the purpose
      of maintaining the independence of our independent auditors. We may not engage
      our independent auditors to render any audit or non-audit service unless either
      the service is approved in advance by the Board or the engagement to render
      the
      service is entered into pursuant to the Board's pre-approval policies and
      procedures. On an annual basis, the Board may pre-approve services that are
      expected to be provided to us by the independent auditors during the following
      12 months. At the time such pre-approval is granted, the Board must (i) identify
      the particular pre-approved services in a sufficient level of detail so that
      management will not be called upon to make judgment as to whether a proposed
      service fits within the pre-approved services and (ii) establish a monetary
      limit with respect to each particular pre-approved service, which limit may
      not
      be exceeded without obtaining further pre-approval under the
      policy.




The
      Board
      has considered whether the provision of the services described above under
      the
      caption entitled "All Other Fees" is compatible with maintaining the auditor's
      independence.




22




**SIGNATURES**





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


**VIZARIO,
                INC.**By:
            /s/
                Kelly YangKelly
                YangPresident,
                Chief Executive Officer,
              Interim
                Chief Financial Officer and
              Principal
                Accounting OfficerDate:January
                23, 2008





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


By:
            /s/ Kelly YangKelly
                  YangPresident,
                Chief Executive Officer,
              Interim
                Chief Financial Officer and
              Principal
                Accounting OfficerDate:January
                23, 2008









23