**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549


**FORM
      10-KSB**




(Mark
      One)




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


**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2006**




**o TRANSITION
      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 o No 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 x No 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, 2006, the aggregate market value
      of the issuer’s common stock held by non-affiliates was $92,847.82 (based on the
      closing price of $0.0001 per share of common stock on December 6, 2006, 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, 2006: 397,615,938




Documents
      incorporated by reference: None.




Transitional
      Small Business Disclosure Format (check one):  Yes o No x









**TABLE
      OF CONTENTS**





PAGE NO.PART
                IITEM
                1.
            DESCRIPTION
                OF BUSINESS.
            
            3ITEM
                2.
            DESCRIPTION
                OF PROPERTY.
            
            10ITEM
                3.
            LEGAL
                PROCEEDINGS.
            
            10ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS.
            
            10PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER
                PURCHASES OF EQUITY SECURITIES .
            
            11ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
            
            12ITEM
                7.
            FINANCIAL
                STATEMENTS.
            
            16ITEM
                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.
            
            17ITEM
                10.
            EXECUTIVE
                COMPENSATION.
            
            18ITEM
                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 10 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, 2006, 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, 2006.





On
      August
      8, 2005, in a Regulation S Private Placement, the Company issued 166,666,666
      shares of its common stock to World East Corporation, 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, World East Corporation
      had a majority of the outstanding shares of the Company.





On
      May 1,
      2006, the Company sold 200,000,000 shares of its common stock to China IPTV
      Industry Park Holdings, Ltd, a British Virgin Islands entity for gross proceeds
      of $600,000. This transaction was a change in control event, whereby upon
      consummating the $600,000 investment, China IPTV Industry Park Holdings,
      Ltd. 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 $4,190,416 as of December 31,
      2006.




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.




4




**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.




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.




5




**COMBINATION
      SUITABILITY STANDARDS**





The
      analysis of candidate companies will be undertaken by or under the supervision
      of Vizario's CEO, 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;




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.




6




**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.




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.




7




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.





**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.




8




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 2008, we filed our Form 10-QSB/A Quarterly
      Report for the nine months ended September 30, 2005, on January 25, 2008 and
      our
      Form 10-K for the year ended December 31, 2005 on January 24, 2008. On
      February 15, 2008 we filed our Form 10-QSB for the three months ended March
      31,
      2006 and six months ended June 30, 2006. On February 19, 2008 we filed our
      Form
      10-QSB for the nine months ended September 30, 2006. We have not filed any
      Form 10-QSB Quarterly Reports for any period during the fiscal year ended
      December 31, 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.




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.




9




**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.**




The
        Company's headquarters are located at premises owned by a significant
        shareholder of the Company from the PRC. No rent is charged for maintaining
        the
        office at this location. The criteria under accounting principles generally
        accepted in the United States of America necessary to record contributed
        facilities within these financial statements were not met. Therefore, the
        Company has not recorded a value associated with this benefit. Vizario
        niether owns nor leases any real estate or other properties at the present
        time.





**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, 2006, and no meeting of
      stockholders was held.




10




**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
            
            $
            0.0001
            
            $
            0.0001Second
                Quarter
            
            $
            0.0001
            
            $
            0.0001Third
                Quarter
            
            $
            0.0010
            
            $
            0.0001Fourth
                Quarter
            
            $
            0.0030
            
            $
            0.00012005
                FISCAL YEARFirst
                Quarter
            
            $
            0.0001
            
            $
            0.0001Second
                Quarter
            
            $
            0.0001
            
            $
            0.0001Third
                Quarter
            
            $
            0.0001
            
            $
            0.0001Fourth
                Quarter
            
            $
            0.0001
            
            $
            0.0001




**HOLDERS**




Vizario
      has approximately 200 stockholders of record. Vizario has 397,615,938 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, 2006, 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




11




**RECENT
      SALES OF UNREGISTERED SECURITIES**




We
      had no
      sales of unregistered securities during the fourth quarter of 2006.





**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 $200,000 in the fiscal year ending December
      31,
      2007. 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;




12




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.




**Cash
        and Cash Equivalents**
  For
        purposes of the cash flow statements, the Company considers all highly liquid
        investments with original maturities of three months or less at time of purchase
        to be cash equivalents. All cash is held in large banks located in Hong Kong
        and
        the PRC or is cash in hand.




**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.




13




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, 2006 and 2005, 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, 2006
      and
      2005.




**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, 2006 and 2005 was $0 and
      $15,000, respectively.




**New
      Accounting Pronouncements**


In
        May
        2005, The FASB issued Statement No. 154, “Accounting Changes and Error
        Corrections”, a replacement of APB Opinion 20, “Accounting Changes” and FASB
        Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements.”
This statement changes the requirements for the accounting for and reporting
        of
        a change in accounting principle. APB Opinion 20 previously required that
        most
        voluntary changes in accounting principles be recognized by including in
        net
        income of the period of the change the cumulative effect of changing to the
        new
        accounting principal. FASB Statement No. 154 requires retrospective application
        to prior periods’ financial statements of changes in accounting principle,
        unless it is impracticable to determine either the period specific effects
        or
        the cumulative effect of the change. This statement is effective for accounting
        changes and corrections of errors made in fiscal periods that begin after
        December 15, 2005. This statement did not impact the Company’s consolidated
        financial position or consolidated results of operations and cash flows.
  In
        February 2006, the FASB issued Statement No. 155, "Accounting for Certain
        Hybrid
        Financial Instruments", an amendment of FASB Statement No.133, "Accounting
        for
        Derivative Instruments and Hedging Activities" and FASB Statement No. 140,
        "Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities." This Statement permits fair value re measurement for any
        hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation; clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of Statement No. 133, establishes
        a
        requirement to evaluate interests in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation; clarifies
        that concentrations of credit risk in the form of subordination are not embedded
        derivatives and amends Statement 140 to eliminate the prohibition on a
        qualifying special purpose entity from holding a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. Management does not anticipate this Statement will impact the
        Company’s consolidated financial position or consolidated results of operations
        and cash flows.
  In
        March
        2006, the FASB issued Statement No. 156, "Accounting for Servicing of Financial
        Assets", an amendment of FASB Statement No. 140, "Accounting for Transfers
        and
        Servicing of Financial Assets and Extinguishments of Liabilities." This
        Statement amends Statement No. 140 with respect to the accounting for separately
        recognized servicing assets and servicing liabilities. Management does not
        anticipate this Statement will impact the Company’s consolidated financial
        position or consolidated results of operations and cash flows.
  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
        Measurements”. SFAS 157 defines fair value, establishes a framework for
        measuring fair value, and expands disclosures about fair value measurements.
        SFAS 157 is effective as of the beginning of the first fiscal year that begins
        after November 15, 2007. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2008. The
        Company is currently evaluating the impact of SFAS 157 on its consolidated
        financial statements.


14




In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
        158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
        Plans,” which amended several other FASB Statements. SFAS 158 requires
        recognition in the balance sheet of the funded status of defined benefit
        pension
        and other postretirement benefit plans, and the recognition in other
        comprehensive income of unrecognized gains or losses and prior service costs
        or
        credits arising during the period. Additionally, SFAS 158 requires the
        measurement date for plan assets and liabilities to coincide with sponsors
        year-end. The Company is currently evaluating the impact of SFAS 157 on its
        consolidated financial statements.
  The
        FASB
        issued FASB Interpretation No.(“FIN”) 48, “Accounting for Uncertainty in Income
        Taxes,” in July 2006 .This interpretation establishes new standards for the
        financial statement recognition, measurement and disclosure of uncertain
        tax
        positions taken or expected to be taken in income tax returns. The new rules
        will be effective for Sinoenergy in the first quarter of 2008. We continue
        to
        evaluate the impact of this interpretation, and do not anticipate its adoption
        will have a material effect on our financial statements.
  In
        September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
        Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year
        Misstatements when quantifying misstatements in Current Year Financial
        Statements,” which eliminated the diversity in practice surrounding the
        quantification and evaluation of financial statement errors. The guidance
        outlined in SAB 108 is effective for Sinoenergy and is consistent with our
        historical practices for assessing such matters when circumstances have required
        such an evaluation. Accordingly, we do not believe that adoption of SAB 108
        will
        have any impact on us.
  In
        February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities-Including an Amendment of SFAS 115,” which
        allows for the option to measure financial instruments and certain other
        items
        at fair value. Unrealized gains and losses on items for which the fair value
        option has been elected are reported in earnings. We do not presently have
        any
        financial assets or liabilities that we would elect to measure at fair value,
        and therefore we expect this standard will have no impact on our financial
        statements.


**Reclassifications**




Certain
      reclassifications have been made to the 2005 financial statements to conform
      to
      classifications used in the 2006 financial statements.




**RESULTS
      OF OPERATIONS**




**COMPARISON
      OF THE TWELVE MONTHS ENDED DECEMBER 31, 2006 TO THE TWELVE MONTHS ENDED DECEMBER
      31, 2005**




Operations : The
      Company had revenue of $0 in each of the years ended December 31, 2006 and
      2005,
      respectively. The Company did not have significant business operations in each
      of the years 2006 and 2005.




General
      and Administrative Expenses : Total
      general and administrative expenses in 2006 were $156,132 as compared to
      $195,076 in 2005. The Company continued to incur 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, 2006 and 2005 was $131,848
      and $195,076, 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, 2006
      and 2005, respectively. The loss is due to the fact that the Company had no
      significant operations and was in the process of attempting to maintain its
      public filings status and also seek out possible potential merger
      candidates.




The
      basic
      and diluted weighted average number of outstanding shares was 330,033,520 and
      97,625,071 for the years ended December 31, 2006 and 2005, respectively.




15





**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




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, 2006 and 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. 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 audits 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 audits provide a reasonable basis for our
      opinion.




In
      our
      opinion, based on our audits 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, 2006 and 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, 2006 through December 31, 2006, 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**


**March
      7, 2008**




16





VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONSOLIDATED
      BALANCE SHEETS


AS
      OF
      DECEMBER 31, 2006 AND DECEMBER 31, 2005





2006
            
            2005ASSETSCurrent
                AssetsCash
                held in trust (Note 4)
            
            $
            106,230
            
            $
            -Prepaid
                expenses
            
            
            15,000
            
            
            -Total
                Current Assets
            
            
            121,230
            
            
            -Other
                AssetsConvertible
                Promissory Note Receivable (Note 5)
            
            
            372,176
            
            
            -Total
                Other Assets
            
            
            372,176
            
            
            -Total
                Assets
            
            $
            493,406
            
            $
            -




2006
            
            2005LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccrued
                expenses
            
            $
            43,790
            
            $
            38,536Note
                payable (Note 12)
            
            
            5,000
            
            
            5,000Total
                Current Liabilities
            
            
            48,790
            
            
            43,536Shares
                to be issued (Note 9)
            
            
            15,000
            
            
            15,000Loan
                payable - officer (Note 6)
            
            
            20,000
            
            
            -Total
                Liabilities
            
            
            83,790
            
            
            58,536Commitments,
                Contingencies and Other Matters (Note 11)Stockholders'
                Equity (Deficit) (Note 9)Preferred
                stock - $0.001 par value; 5,000,000 authorized; 0 shares issued and
                outstanding at December 31, 2006 and December 31, 2005,
                respectively
            
            
            -
            
            
            -Common
                stock - $0.001 par value; 500,000,000 shares authorized; 397,615,938
                and
                197,615,938 issued and outstanding at December 31, 2006 and December
                31,
                2005, respectively
            
            
            397,616
            
            
            197,616Additional
                paid in capital
            
            
            4,202,416
            
            
            3,802,416Deficit
                accumulated during the development stage
            
            
            (4,190,416
            )
            
            (4,058,568
            )Total
                Stockholders' Equity (Deficit)
            
            
            409,616
            
            
            (58,536
            )Total
                Liabilities and Stockholders' Equity (Deficit)
            
            $
            493,406
            
            $
            -





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) to2006
            
            2005
            
            December 31, 2006Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                of Goods Sold
            
            
            -
            
            
            -
            
            
            -Gross
                Profit
            
            
            -
            
            
            -
            
            
            -Operating
              expenses:Selling,
                General and Administrative Expenses
            
            
            156,132
            
            
            195,076
            
            
            551,688Operating
                loss
            
            
            (156,132
            )
            
            (195,076
            )
            
            (551,688
            )Other
                incomeInterest
                income
            
            
            24,284
            
            
            -
            
            
            24,284Gain
                on debt extinguishment
            
            
            -
            
            
            -
            
            
            9,150Total
                other income
            
            
            24,284
            
            
            -
            
            
            33,434Net
                loss before income taxes
            
            
            (131,848
            )
            
            (195,076
            )
            
            (518,254
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (131,848
            )
            $
            (195,076
            )
            $
            (518,254
            )Per
                share informationNet
                loss - basic and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average number of common shares outstanding, basic and
                diluted
            
            
            330,033,520
            
            
            97,625,071




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




F-2




VIZARIO,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)





CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


AS
      OF
      DECEMBER 31, 2006




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
            )Issuance
                of common stock, for cash
            
            
            200,000,000
            
            
            200,000
            
            
            400,000
            
            
            -
            
            
            600,000Net
                loss
            
            
            -
            
            
            -
            
            
            
            
            
            (131,848
            )
            
            (131,848
            )Balance,
                December 31, 2006
            
            
            397,615,938
            
            
            397,616
            
            $
            4,202,416
            
            $
            (4,190,416
            )
            $
            409,616





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,
                2006
              
              Year Ended
                December 31,
                2005
              
              Cumulative
                Period from
                September 30,
                2002 (inception
                of the
                development
                stage) to
                December 31,
                2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss
              
              $
              (131,848
              )
              $
              (195,076
              )
              $
              (518,254
              )Adjustments
                  to reconcile net loss to net 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 liabilitiesPrepaid
                  expenses
              
              
              (15,000
              )
              
              -
              
              
              (15,000
              )Convertible
                  promissory notes receivable
              
              
              (372,175
              )
              
              -
              
              
              (372,175
              )Accrued
                  expenses and accounts payable
              
              
              5,253
              
              
              32,286
              
              
              32,509NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (513,770
              )
              
              (112,763
              )
              
              (813,743
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from sale of common stock
              
              
              600,000
              
              
              250,000
              
              
              900,000Repayment
                  of officer’s loan
              
              
              -
              
              
              (254,740
              )
              
              (254,740
              )Proceeds
                  from note payable
              
              
              -
              
              
              5,000
              
              
              5,000Proceeds
                  from officer’s loan
              
              
              20,000
              
              
              112,503
              
              
              269,713NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              620,000
              
              
              112,763
              
              
              919,973INCREASE
                  IN CASH
              
              
              106,230
              
              
              -
              
              
              106,230CASH
                  - BEGINNING OF PERIOD
              
              
              -
              
              
              -
              
              
              -CASH
                  - END OF PERIOD
              
              $
              106,230
              
              $
              -
              
              $
              106,230Supplemental
                  disclosure:Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for income taxes
              
              $
              -
              
              $
              -
              
              $
              -NONCASH
                  INVESTING AND FINANCING ACTIVITIESConversion
                  of accounts payable and accrued expenses to common stock, and cancellation
                  of warrants
              
              $
              -
              
              $
              -
              
              $
              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, 2006, we had
      a
      total deficit of $518,254 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 $4,190,416 as of December 31,
      2006.




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)**




**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.




**Cash
        and Cash Equivalents**
  For
        purposes of the cash flow statements, the Company considers all highly liquid
        investments with original maturities of three months or less at time of purchase
        to be cash equivalents. All cash is held in large banks located in Hong Kong
        and
        the PRC or is cash in hand.


**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, 2006 and 2005, respectively.




F-6




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**




**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, 2006
      and
      2005.




**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, 2006 and 2005 was $0 and
      $15,000, respectively.




**Reclassifications**




Certain
      reclassifications have been made to the 2005 financial statements to conform
      to
      classifications used in the 2006 financial statements.




**New
      Accounting Pronouncements**


In
        May
        2005, The FASB issued Statement No. 154, “Accounting Changes and Error
        Corrections”, a replacement of APB Opinion 20, “Accounting Changes” and FASB
        Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements.”
This statement changes the requirements for the accounting for and reporting
        of
        a change in accounting principle. APB Opinion 20 previously required that
        most
        voluntary changes in accounting principles be recognized by including in
        net
        income of the period of the change the cumulative effect of changing to the
        new
        accounting principal. FASB Statement No. 154 requires retrospective application
        to prior periods’ financial statements of changes in accounting principle,
        unless it is impracticable to determine either the period specific effects
        or
        the cumulative effect of the change. This statement is effective for accounting
        changes and corrections of errors made in fiscal periods that begin after
        December 15, 2005. This statement did not impact the Company’s consolidated
        financial position or consolidated results of operations and cash flows.
  In
        February 2006, the FASB issued Statement No. 155, "Accounting for Certain
        Hybrid
        Financial Instruments", an amendment of FASB Statement No.133, "Accounting
        for
        Derivative Instruments and Hedging Activities" and FASB Statement No. 140,
        "Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities." This Statement permits fair value re measurement for any
        hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation; clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of Statement No. 133, establishes
        a
        requirement to evaluate interests in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation; clarifies
        that concentrations of credit risk in the form of subordination are not embedded
        derivatives and amends Statement 140 to eliminate the prohibition on a
        qualifying special purpose entity from holding a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. Management does not anticipate this Statement will impact the
        Company’s consolidated financial position or consolidated results of operations
        and cash flows.
  In
        March
        2006, the FASB issued Statement No. 156, "Accounting for Servicing of Financial
        Assets", an amendment of FASB Statement No. 140, "Accounting for Transfers
        and
        Servicing of Financial Assets and Extinguishments of Liabilities." This
        Statement amends Statement No. 140 with respect to the accounting for separately
        recognized servicing assets and servicing liabilities. Management does not
        anticipate this Statement will impact the Company’s consolidated financial
        position or consolidated results of operations and cash flows.
  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
        Measurements”. SFAS 157 defines fair value, establishes a framework for
        measuring fair value, and expands disclosures about fair value measurements.
        SFAS 157 is effective as of the beginning of the first fiscal year that begins
        after November 15, 2007. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ended December 31, 2008. The
        Company is currently evaluating the impact of SFAS 157 on its consolidated
        financial statements.
  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
        158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
        Plans,” which amended several other FASB Statements. SFAS 158 requires
        recognition in the balance sheet of the funded status of defined benefit
        pension
        and other postretirement benefit plans, and the recognition in other
        comprehensive income of unrecognized gains or losses and prior service costs
        or
        credits arising during the period. Additionally, SFAS 158 requires the
        measurement date for plan assets and liabilities to coincide with sponsors
        year-end. The Company is currently evaluating the impact of SFAS 157 on its
        consolidated financial statements.
  The
        FASB
        issued FASB Interpretation No.(“FIN”) 48, “Accounting for Uncertainty in Income
        Taxes,” in July 2006 .This interpretation establishes new standards for the
        financial statement recognition, measurement and disclosure of uncertain
        tax
        positions taken or expected to be taken in income tax returns. The new rules
        will be effective for Sinoenergy in the first quarter of 2008. We continue
        to
        evaluate the impact of this interpretation, and do not anticipate its adoption
        will have a material effect on our financial statements.
  In
        September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
        Accounting Bulletin (“SAB”) 108, “Considering the Effects of Prior Year
        Misstatements when quantifying misstatements in Current Year Financial
        Statements,” which eliminated the diversity in practice surrounding the
        quantification and evaluation of financial statement errors. The guidance
        outlined in SAB 108 is effective for Sinoenergy and is consistent with our
        historical practices for assessing such matters when circumstances have required
        such an evaluation. Accordingly, we do not believe that adoption of SAB 108
        will
        have any impact on us.
  In
        February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
        Assets and Financial Liabilities-Including an Amendment of SFAS 115,” which
        allows for the option to measure financial instruments and certain other
        items
        at fair value. Unrealized gains and losses on items for which the fair value
        option has been elected are reported in earnings. We do not presently have
        any
        financial assets or liabilities that we would elect to measure at fair value,
        and therefore we expect this standard will have no impact on our financial
        statements.




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 $4,190,416 as of December 31, 2006 and negative cash flows
      from operations during the year ending December 31, 2006 of $513,770. 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 – CASH HELD IN TRUST**
  The
        table
        below details transactions with World East Corporation during the year ended
        December 31, 2006.  World East Corporation is a People’s Republic of China
        corporation and has agreed to hold cash in trust on behalf of the Company
        in
        order to pay the Company’s bills received from third parties such as attorneys,
        accountants and other vendors associated with the Company’s status as a public
        company and also in relation to its search for a merger candidate.  The
        Company has not maintained its own operating bank account since November,
        2005.


**2006**Beginning
                  balance
              
              $
              -Advances
                  to World East Corporation
              
              
              200,000Payments
                  to vendors on behalf of Vizario, Inc.
              
              
              (93,770
              )Ending
                  balance
              
              $
              106,230


**NOTE 5 –
      **CONVERTIBLE
      PROMISSORY NOTE RECEIVABLE****




The
      table
      below details transactions related to the convertible promissory note receivable
      from Bloomen Ltd during the year ended December 31, 2006:




**2006**Beginning
                balance
            
            $
            -Advances
                to Bloomen Ltd
            
            
            400,000Imputed
                interest income
            
            
            24,283Payments
                to vendors on behalf of Vizario, Inc.
            
            
            (52,107
            )Ending
                balance
            
            $
            372,176





The
      convertible promissory note was issued by the Company on May 4, 2006 with a
      maturity date of May 3, 2008. In lieu of interest on the convertible promissory
      note, the Company agreed to accept an option to purchase up to 30% of Bloomen
      Ltd, a British Virgin Islands entity, at book value, on or before May 3, 2008.
      Bloomen Ltd holds these funds for its own working capital needs and also has
      made certain payments, as identified above, to third party vendors on behalf
      of
      the Company. The Company has not maintained its own operating bank account
      since
      2002.





Interest
      income has been inputted on this promissory note for the period from May 4,
      2006
      through December 31, 2006 using an interest rate of 10%, which resulted in
      total
      interest income of $24,284.




F-8




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 6 –
      OFFICER LOAN PAYABLE**





The
      table
      below details transactions related to the loan payable to the Company's Chief
      Executive Officer during the year ended December 31, 2006:




**2006**Beginning
                balance payable
            
            $
            -Advances
                from officer
            
            
            20,000Ending
                balance payable
            
            $
            20,000




**NOTE 7
      - 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, 2006 and December 31, 2005
      consisted of the following:




December 31,
              2006
            
            December 31,
              2005Net
                operating loss carryforward
            
            $
            158,000
            
            $
            104,000Valuation
                allowance
            
            
            (158,000
            )
            
            (104,000
            )Net
                deferred tax asset
            
            $
            0
            
            $
            0




The
      components of current income tax expense as of December 31, 2006 and 2005,
      respectively, consisted of the following:




December
                31,
              2006
            
            December
                31,
              2005Current
                federal tax expense
            
            $
            -
            
            $
            -Current
                state tax expense
            
            
            -
            
            
            -Change
                in NOL benefits
            
            
            (54,000
            )
            
            (80,000
            )Change
                in valuation allowance
            
            
            54,000
            
            
            80,000Income
                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,
                2006
              
              December 31,
                2005Tax
                  expense (credit) at statutory rate-federal
              
              
              (35
              )%
              
              (35
              )%State
                  tax expense net of federal tax
              
              
              (6
              )%
              
              (6
              )%Changes
                  in valuation allowance
              
              
              41
              %
              
              41
              %Tax
                  expense at actual rate
              
              
              0
              %
              
              0
              %  **NOTE 8
        - RELATED PARTY TRANSACTIONS**





The
      Company’s CEO advanced $20,000 to the company on March 1, 2006 for working
      capital needs. Repayment terms are unscheduled.




The
      Company's headquarters are located at premises owned by a significant
      shareholder of the Company from the PRC. No rent is charged for maintaining
      the
      office at this location. The criteria under accounting principles generally
      accepted in the United States of America necessary to record contributed
      facilities within these financial statements were not met. Therefore, the
      Company has not recorded a value associated with this benefit.





**NOTE 9
      - STOCKHOLDERS' EQUITY**


The
        Company’s Certificate of Incorporation authorizes the Board of Directors (the
“Board”) to determine the preferences, limitations and relative rights of any
        class or series of Company preferred stock prior to issuance and each such
        class
        or series must be designated with a distinguishing designation prior to
        issuance. As of February 29, 2008, no shares of the Company’s preferred stock
        and 397,615,938 shares of the Company’s common stock were issued or
        outstanding.




On
      May 1,
      2006, the Company sold 200,000,000 shares of its common stock to China IPTV
      Industry Park Holdings, Ltd, a British Virgin Islands entity for gross proceeds
      of $600,000.




F-9




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 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, 2006
      and
      as such were included as a long term liability on the Company’s balance
      sheet.




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, 2006 and December 31,
      2005,
      respectively.




**NOTE 10
      - 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**
              
              **2006**
              
              **2005**Net
                  loss
              
              $
              (131,848
              )
              $
              (195,076
              )(Loss)
                  available to common stockholders
              
              $
              (131,848
              )
              $
              (195,076
              )**Basic
                  loss per common share**
              
              $
              (0.00
              )
              $
              (0.00
              )**Weighted-average
                  shares used to computer basic loss per share**
              
              
              330,033,520
              
              
              97,625,071
 **Diluted
                    Earning Per Share Computation**
                
                **2006**
                
                **2005**Net
                    loss
                
                $
                (131,848
                )
                $
                (195,076
                )(Loss)
                    available to common stockholders
                
                $
                (131,848
                )
                $
                (195,076
                )**Diluted
                    loss per common share**
                
                $
                (0.00
                )
                $
                (0.00
                )**Dilutive
                    effect of warrants**
                
                
                Anti-dilutive
                
                
                Anti-dilutive**Weighted-average
                    shares used to computer diluted loss per share**
                
                
                330,033,520
                
                
                97,625,071


F-10




**VIZARIO,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE 10
      - 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,**
              **2006**
            
            **December 31,**
              **2005**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, 2006. 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 11
      - 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 12
      - 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, 2006. The funds were advanced to the Company by Free Productions on February
      22, 2005 for working capital purposes. Repayment terms are
      unscheduled.




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.




**PART
      III**





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





None.





**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, 2006, 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;




17




·
            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 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.




**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, 2006 and 2005 to our President and Chief Executive
      Officer.





**Summary
      Compensation Table**


Name
                  and Principal Position
              
              Year
                Ended
                December 31,
              
              Base Salary
                ($)
              
              Dollar Value of
                Total
                Compensation for
                the Covered Fiscal
                Year
                ($)(a)
              
              (b)
              
              (c)
              
              (d)Kelly
                  Yang
              
              
              2006
              
              $
              30,000
              
              $
              30,000President
                  and Chief Executive Officer
              
              
              2005
              
              $
              5,000
              (1)
              $
              20,000Stephen
                  Siedow
              
              
              2005
              
              $
              0
              (2)
              $
              0Former
                  President and Chief Executive Officer
              
              
              2004
              
              $
              0
              (2)
              $
              0




(1)
            Ms.
                Yang received $15,000 in stock based compensation in
                2005.(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,




18




·
            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,
      2006, the last day of our fiscal year, to each of the named executive officers
      named in the Summary Compensation Table.





**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, 2006.




19




**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 STREETKOWLOONStephen
                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**




The
      Company’s CEO advanced $20,000 to the company on March 1, 2006 for working
      capital needs. Repayment terms are unscheduled.




The
      Company's headquarters are located at premises owned by a significant
      shareholder of the Company from the PRC. No rent is charged for maintaining
      the
      office at this location. The criteria under accounting principles generally
      accepted in the United States of America necessary to record contributed
      facilities within these financial statements were not met. Therefore, the
      Company has not recorded a value associated with this benefit.





**DIRECTOR
      INDEPENDENCE**




As
      of
      December 31, 2006, 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
      2006,
      we paid $21,500 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, 2006.




21




**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, 2006 were $0.





**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 2006, 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:
                March 7, 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:
                March 7, 2008




23