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

                                   FORM 10-KSB

(Mark One)

[X]  Annual Report  Pursuant to Section 13 or 15(d) of The  Securities  Exchange
     Act of 1934

                   For the Fiscal Year Ended December 31, 2006

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
     Exchange Act of 1934

                        Commission File Number: 000-31199

                        CALYPSO FINANCIAL SERVICES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                                            87-0638338
-------------------------------                             ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

            19 East 200 South, Suite 1080, Salt Lake City, Utah 84111
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone no.:  (801) 322-3401

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

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common

         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 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
 Yes [X]   No [ ]
[ ]

         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 the  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. [ ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X No [ ]

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

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and ask prices of such stock as of a specified date within 60
days. $ -0-

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         Class                              Outstanding as of December 31, 2006

Common Stock, Par Value
  $0.00001 par value                                    1,500,000

                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part III,
Item 14.


Transitional Small Business Disclosure Format.   Yes [ ]   No [X]


<PAGE>

<TABLE>
<CAPTION>
                                         CALYPSO FINANCIAL SERVICES, INC.

                                                 TABLE OF CONTENTS

                                                                                                          Page
                                                                                                          ----
                                                      PART I

<S>               <C>                                                                                   <C>
Item 1.           Description of Business .......................................................            3

Item 2.           Description of Property........................................................            7

Item 3.           Legal Proceedings..............................................................            7

Item 4.           Submission of Matter to a Vote of Security Holders.............................            7

                                                      PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.......................            7

Item 6.           Management's Discussion and Analysis or Plan of Operation......................           10

Item 7.           Financial Statements...........................................................           12

Item 8.           Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure.....................................................           12

Item 8A.          Controls and Procedures........................................................           12

Item  8B          Other Information..............................................................           12
                                                     PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons; Corporate Governance;
                     Compliance with Section 16(a) of the Exchange Act...........................           12

Item 10.          Executive Compensation.........................................................           17

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................           17

Item 12.          Certain Relationships and Related Transactions and Director Independence.......           18

Item 13.          Exhibits.......................................................................           18

Item 14.          Principal Accountant Fees and Services.........................................           18

                  Signatures.....................................................................           20
</TABLE>

                                                        -2-

<PAGE>
                                     PART I

Item 1.       Description of Business

     History
     -------

     Calypso  Financial  Services,  Inc. was incorporated on July 27, 1999 under
the laws of the State of Delaware, for the purpose of actively seeking potential
operating businesses and/or business  opportunities,  with the intent to acquire
or merge with such  businesses.  Following its  organization,  Calypso  issued a
total of 1.5 million shares of its common stock.

     On November 17, 1999,  Calypso filed a registration  statement with the SEC
on Form SB-2 under the Securities Act of 1933 for the purpose of registering for
resale the 1.5 million shares of common stock then outstanding. The registration
statement  was  subsequently  withdrawn  and,  on  July  31,  2000,  we  filed a
registration  statement on Form 10-SB under the Securities Exchange Act of 1934.
The registration  statement became effective  automatically 60 days after filing
with the SEC.

     Current Business Activities
     ---------------------------

     Since our inception,  we have engaged in only sporadic business  operations
and are deemed a development stage company.  Presently,  we are actively seeking
out and investigating  potential operating businesses and business opportunities
with the goal of  potentially  acquiring  or  merging  with one or more of these
businesses. No representation is made, nor is any intended, that we will be able
to carry on future business activities  successfully.  Further,  there can be no
assurance  that we will have the  ability to acquire or merge with an  operating
business, business opportunity or property that will be of material value to us.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge  with one or more  businesses  or  business  opportunities.  We
currently  have no firm  commitment  nor have we  entered  into  any  definitive
agreement  to  participate  in  any  business   opportunity  and,   accordingly,
management  cannot predict the nature of any potential  business  opportunity it
may ultimately  consider.  Management has broad discretion in its search for and
negotiations with any potential business or business opportunity.

     Our  principal  executive  offices are located at 19 East 200 South,  Suite
1080, Salt Lake City, Utah 84111, and our telephone number is (801) 322-3401.

     Sources of Business Opportunities
     ---------------------------------

     Management  intends to use various  resources  in its search for  potential
business  opportunities   including,  but  not  limited  to,  our  officers  and
directors,  consultants,  special advisors,  securities broker-dealers,  venture
capitalists,  members of the  financial  community  and  others who may  present
management with unsolicited  proposals.  Because of our lack of capital,  we may
not be able to  retain,  on a fee  basis,  professional  firms  specializing  in
business  acquisitions and reorganizations.  Rather, we will most likely have to
rely on outside  sources,  not  otherwise  associated  with us, that will accept
their  compensation  only after we have  finalized a successful  acquisition  or
merger.  To date, we have not engaged or entered into any discussion,  agreement
or understanding with a particular  consultant regarding our search for business
opportunities. Presently, no final decision has been made nor is management in a
position to identify any future prospective consultants.

     If we elect to  engage  an  independent  consultant,  we will  look only to
consultants that have experience in working with small companies in search of an
appropriate business  opportunity.  Also, the consultant must have experience in
locating  viable merger and/or  acquisition  candidates  and have a proven track
record of finalizing such business  consolidations.  Further, we would prefer to
engage a  consultant  that  will  provide  services  for only  nominal  up-front
consideration  and is  willing  to be fully  compensated  only at the close of a
business consolidation.

     We do not  intend to limit our  search to any  specific  kind of  industry,
business or geographical  location.  We may investigate and ultimately acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation,  or in various  stages of its corporate  existence  and  development.
Management  cannot  predict at this time the status or nature of any  venture in
which we may participate.  A potential venture might need additional  capital or
merely desire to have its shares publicly traded. The most likely scenario for a


                                       -3-

<PAGE>

possible business arrangement would involve the acquisition of or merger with an
operating  business  that does not need  additional  capital,  but which  merely
desires to establish a public trading market for its shares. Management believes
that we could provide a potential public vehicle for a private entity interested
in becoming a publicly held corporation  without the time and expense  typically
associated with an initial public offering.

     Evaluation
     ----------

     Once we identify a particular  entity as a potential  acquisition or merger
candidate,  management will seek to determine  whether  acquisition or merger is
warranted,  or whether further  investigation is necessary.  Such  determination
will generally be based on management's  knowledge and  experience,  or with the
assistance  of outside  advisors  and  consultants  evaluating  the  preliminary
information   available  to  them.   Management  may  elect  to  engage  outside
independent  consultants to perform  preliminary  analysis of potential business
opportunities.  However,  because  of our  lack of  capital  we may not have the
necessary  funds for a complete and exhaustive  investigation  of any particular
opportunity.

     In evaluating such potential business  opportunities,  we will consider, to
the extent relevant to the specific opportunity, several factors including:

     o   potential benefits to us and our stockholders;
     o   working capital;
     o   financial requirements and availability of additional financing;
     o   history of operation, if any;
     o   nature of present and expected competition;
     o   quality and experience of management;
     o   need for further research, development or exploration;
     o   potential for growth and expansion;
     o   potential for profits; and
     o   other factors deemed relevant to the specific opportunity.

     Because  we are  subject  to the  reporting  provisions  of the  Securities
Exchange Act of 1934, we are required to file certain annual, periodic and other
reports with the SEC. These  requirements  include the affirmative  duty to file
independent  audited financial  statements  annually as part of our Form 10-KSB.
Further,  any  business  or entity  that we acquire or merge with must also have
independent audited financial statements for at least the two most recent fiscal
years, or from the date of their  inception if less than two years.  Within four
days after  completion of a merger or acquisition,  we are required to file with
the SEC a Form 8-K that must include,  among other things,  detailed information
of the acquired business or entity and its audited financial statements. If such
audited financial statements are not available at the closing of the acquisition
or merger, or if the audited financial statements provided do not conform to the
representations  made  by the  business  to be  acquired,  we may not be able to
finalize  the  transaction.  Accordingly,  we intend to  consider  as  potential
acquisition  or merger  candidates,  only those  businesses or entities that can
provide the requisite financial statements.

     Because we have not yet identified a specific business  opportunity,  there
are certain  unidentified risks that cannot be adequately expressed prior to the
identification  of a specific  business  opportunity.  There can be no assurance
following  consummation of any  acquisition or merger that the business  venture
will develop into a going concern or, if the business is already operating, that
it will continue to operate successfully.  Many potential business opportunities
available  to us may  involve new and  untested  products,  processes  or market
strategies which may not ultimately prove successful.

     Form of Potential Acquisition or Merger
     ---------------------------------------

     We cannot predict the manner in which we might participate in a prospective
business opportunity.  Each separate potential opportunity will be reviewed and,
upon  the  basis of that  review,  a  suitable  legal  structure  or  method  of
participation will be chosen. The particular manner in which we participate in a
specific  business  opportunity will depend upon the nature of that opportunity,
the  respective  needs and  desires  of our  management  and  management  of the
opportunity,  and the  relative  negotiating  strength of the parties  involved.
Actual  participation  in a  business  venture  may  take  the  form of an asset
purchase,   lease,  joint  venture,   license,   partnership,   stock  purchase,
reorganization, acquisition, merger or consolidation. We may act directly or

                                       -4-

<PAGE>

indirectly through an interest in a partnership,  corporation,  or other form of
organization, however, we do not intend to participate in an opportunity through
the purchase of a minority stock position.

     Because we have no assets and a limited operating history,  in the event we
successfully  acquire or merge with an  operating  business  opportunity,  it is
likely that our present  stockholders will experience  immediate and substantial
dilution.  It is also  probable  that  there  will be a change in control of our
company.  The owners of any business  opportunity which we acquire or merge with
will most likely acquire control following such transaction.  Management has not
established  any  guidelines  as to the  amount  of  control  it will  offer  to
prospective  business  opportunities,  but  rather  management  will  attempt to
negotiate the best possible agreement for the benefit of our stockholders.

     Presently,  we do not  intend to borrow  funds to  compensate  any  person,
consultant, promoter or affiliate in relation to the consummation of a potential
merger or acquisition.  However,  if we engage any outside advisor or consultant
in our search for business opportunities,  it may be necessary for us to attempt
to  raise  additional  funds.  As of the  date  hereof,  we have  not  made  any
arrangements or definitive  agreements to use outside advisors or consultants or
to raise any capital. In the event we do need to raise capital,  most likely the
only method  available to us would be the private sale of our securities.  These
possible  private  sales would most  likely  have to be to persons  known by our
directors  or to venture  capitalists  that would be willing to accept the risks
associated with investing in a company with no current operation. Because of our
nature as a  development  stage  company,  it is  unlikely  that we could make a
public sale of securities or be able to borrow any significant sum from either a
commercial or private  lender.  Management  will attempt to acquire funds on the
best available terms. However, there can be no assurance that we will be able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available,  can be obtained on  reasonable  or  acceptable  terms.  Although not
presently  anticipated,  there  is a  remote  possibility  that  we  could  sell
securities to our management or affiliates.

     There  exists a  possibility  that the terms of any future  acquisition  or
merger  transaction  might  include  the sale of  shares  presently  held by our
officers,  directors and/or principal stockholders to parties affiliated with or
designated by the potential business opportunity.  Presently,  management has no
plans to seek or actively negotiate such terms.  However, if this situation does
arise,  management is obligated to follow our Articles of Incorporation  and all
applicable  corporate  laws in  negotiating  such  an  arrangement.  Under  this
scenario  of a possible  sale by officers  and  directors,  it is unlikely  that
similar terms and conditions would be offered to all other  stockholders or that
stockholders would be given the opportunity to approve such a transaction.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to a person or persons  instrumental in
facilitating  the  transaction.  No criteria or limits have been established for
the determination of an appropriate finder's fee, although it is likely that any
fee will be based upon  negotiations  by us, the  business  opportunity  and the
finder.  We cannot at this time make an  estimate  as to the type or amount of a
potential  finder's fee that might be paid.  If a fee is paid to an affiliate of
the  company,  it would have to be in such a manner so as not to  compromise  an
affiliate's  possible  fiduciary  duty  to us  or to  violate  the  doctrine  of
corporate opportunity.

     The board of directors  believes  that it is highly  unlikely  that we will
acquire or merge with a business opportunity in which our management, affiliates
or promoters have an ownership interest.  Any possible related party transaction
of this type would have to be ratified by a disinterested board of directors and
by the  stockholders.  Management  does not  anticipate  that we will acquire or
merge with any  related  entity.  Further,  as of the date  hereof,  none of our
officers,  directors,  or  affiliates  or  associates  have had any  preliminary
contact or discussions with any specific business opportunity, nor are there any
present  plans,   proposals,   arrangements  or  understandings   regarding  the
possibility of an acquisition or merger with any specific business opportunity.

Rights of Stockholders

     Management  anticipates  that  prior to  consummating  any  acquisition  or
merger, if required by relevant state laws and regulations, we will seek to have
the transaction  ratified by stockholders  in the appropriate  manner.  However,
under Delaware law,  certain  actions that would routinely be taken at a meeting
of stockholders, may be taken by written consent of stockholders having not less
than the minimum  number of votes that would be  necessary  to authorize or take
the  action  at a meeting  of  stockholders.  Thus,  if  stockholders  holding a
majority of the  outstanding  shares decide by written  consent to consummate an
acquisition  or  a  merger,   minority  stockholders  would  not  be  given  the


                                       -5-

<PAGE>

opportunity  to  vote on the  issue.  The  board  of  directors  will  have  the
discretion to consummate an  acquisition  or merger by written  consent if it is
determined to be in our best interest to do so.  Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a stockholders'
meeting,  we will  provide to  stockholders  complete  disclosure  documentation
concerning a potential  target  business  opportunity  including the appropriate
audited   financial   statements  of  the  target.   This  information  will  be
disseminated by proxy statement in the event a stockholders' meeting is held, or
by an  information  statement  pursuant to Regulation 14C of the Exchange Act if
the action is taken by written consent.

     Under  Delaware  corporate  laws,  stockholders  may be  entitled to assert
appraisal  or  dissenters'  rights  if we  acquire  or  merge  with  a  business
opportunity. Stockholders will be entitled to dissent from and obtain payment of
the fair value of their shares in the event of  consummation of a plan of merger
to which we are a party,  if approval  by the  stockholders  is  required  under
applicable Delaware law. Also, stockholders will be entitled to appraisal rights
if we enter into a share  exchange  whereby  our shares  are to be  acquired.  A
stockholder who is entitled to assert appraisal rights and obtain the fair value
for  their  shares,  may  not  challenge  the  corporate  action  creating  this
entitlement,  unless the action is unlawful or  fraudulent  with  respect to the
stockholder or the company.  A dissenting  stockholder shall refrain from voting
their shares in approval of the  corporate  action.  If the  proposed  action is
approved  by the  required  vote of  stockholders,  we must  give  notice to all
stockholders who delivered to us their written notice of dissent.

Competition

     Because no potential  acquisition or merger  candidate has been identified,
we are unable to evaluate the type and extent of our likely competition.  We are
aware that there are several  other public  companies  with only nominal  assets
that  are  also   searching  for  operating   businesses   and  other   business
opportunities  as potential  acquisition  or merger  candidates.  In addition to
competing with these other public companies,  we are also in direct  competition
with  many  established   venture  capital  and  financial  concerns  that  have
significantly  greater financial and personnel resources and technical expertise
than us. In view of our limited financial resources and limited  experience,  we
will be at a significant competitive disadvantage compared to our competitors.

Employees

     As of the date hereof,  we do not have any  employees and have no plans for
retaining  employees  until such time as our business  warrants the expense,  or
until we successfully  acquire or merge with an operating business.  We may find
it necessary to periodically hire part-time clerical help on an as-needed basis.

Facilities

     We currently use as our  principal  place of business the offices of one of
our directors,  Geoff Williams,  located in Salt Lake City, Utah. The facilities
are shared with other businesses.

     Although we have no written agreement and currently pay no rent for the use
of these  facilities,  it is contemplated that at such future time as we acquire
or merge with an operating business, we will secure commercial office space from
which we will conduct our business.  However,  until such time as we complete an
acquisition or merger,  the type of business in which we will be engaged and the
type of office and other facilities that will be required,  is unknown.  We have
no current plans to secure such commercial office space.

Industry Segments

     No information is presented regarding industry segments. We are presently a
development  stage company  seeking a potential  acquisition of or merger with a
yet to be identified business  opportunity.  Reference is made to the statements
of income  included  herein in  response  to Part F/S of this Form  10-KSB for a
report of our operating history for the past two fiscal years.

                                      -6-
<PAGE>
Risk Factors Related to Our Business

     We are and may be subject to  substantial  risks  specific to a  particular
business or business  opportunity,  which  specific  risks cannot be ascertained
until a potential acquisition or merger candidate has been identified.  However,
at a minimum,  our  present  and  proposed  business  operations  will be highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include the types of risk factors outlined below.

     We have no assets and no source of revenue
     ---------------------------------------------------------------------------

     We currently have no assets and have had no revenues for several years.  It
is unlikely that we will receive any revenues  until we complete an  acquisition
or merger. There can be no assurance that any acquired business will produce any
material  revenues for us or our  stockholders  or that any such  business  will
operate on a profitable basis.

     Our auditors have expressed a going concern opinion
--------------------------------------------------------------------------------

     Our  independent   auditors  discuss  in  their  report  significant  doubt
regarding our ability to continue as a going  concern.  They include a statement
in the notes to our financial statements as follows:

         "The ability of the Company to continue as a going concern is dependent
         on the Company  obtaining  adequate  capital to fund  operating  losses
         until it  becomes  profitable.  If the  Company  is  unable  to  obtain
         adequate capital, it could be forced to cease operations."

     Accordingly,  if  we  are  not  able  to  secure  necessary  funding  or to
consummate a successful  acquisition or merger,  our business might fail and our
shareholders could lose their entire investment. You are encouraged to read note
2 to financial statements included herewith.

     Discretionary use of proceeds
     ---------------------------------------------------------------------------

     We are not currently engaged in any substantive  business  activities other
than  looking  for  and  investigating  business   opportunities.   Accordingly,
management has broad discretion with respect to the potential acquisition of any
business, assets, property. Although management intends to apply any proceeds it
may receive through the future issuance of stock or debt to a suitable  acquired
business, we will have broad discretion in applying these funds. There can be no
assurance  that our use or  allocation of such proceeds will allow it to achieve
its business objectives.

     No substantive disclosure relating to prospective acquisitions
     ---------------------------------------------------------------------------

     Because  we have  not yet  identified  any  specific  industry,  assets  or
business  that we may seek,  nor have we finalized  any  acquisition  or merger,
potential investors in our securities will have no substantive  information upon
which to base a  decision  whether  to invest  in our  securities  until  such a
transaction  is  completed.  Prospective  investors  currently  have no basis to
evaluate  the  comparative  risks and merits of  investing  in the  industry  or
business  in which we may  acquire.  Potential  investors  would have  access to
significantly  more  information  if  we  had  already  identified  a  potential
acquisition or if the acquisition  target had made an offering of its securities
directly to the public.

     Future acquisition or merger may result in substantial dilution
     ---------------------------------------------------------------------------

     We are currently authorized to issued 20 million shares of common stock, of
which 1.5 million shares are outstanding as of the date hereof.  The issuance of
additional  shares in connection with any  acquisition or merger  transaction or
the raising of capital  may result in  substantial  dilution of the  holdings of
current stockholders.

     Management  devotes only minimal time to our business
     ---------------------------------------------------------------------------

     Presently,  our directors have other full time  obligations and devote only
such time to our business as necessary  to maintain  our  viability.  Because of


                                      -7-
<PAGE>
management's  other  time  commitments  and the  fact  that we have no  business
operations,  management anticipates that it will devote only a minimal amount of
time to our  activities,  at  least  until  such  time as we have  identified  a
suitable acquisition candidate.

     Effective voting control held by directors
--------------------------------------------------------------------------------

     Our directors own in the aggregate  approximately  59.0% of our outstanding
voting securities. Only one other stockholder owns in excess of 5%. Accordingly,
our current  directors will have the ability to elect all of our directors,  who
in turn  elect  all  executive  officers,  without  regard to the votes of other
stockholders.

     No public market for our common stock
--------------------------------------------------------------------------------

     There is  currently  no market for our shares and there can be no assurance
that any such market will ever  develop or be  maintained.  We  anticipate  that
following a successful  acquisition  or merger,  we will make an  application to
have our shares  included on either the OTC Bulletin  Board.  Any trading market
that  ultimately  develops  will most likely be volatile  and  numerous  factors
beyond our control may have a significant  effect on the market.  Only companies
that  report  their  current  financial  information  to the SEC may have  their
securities  included on the OTCBB.  Therefore,  to be eligible  for the OTCBB we
must keep  current  in our filing  obligations  with the SEC,  including  filing
periodic and annual reports and the financial statements required thereby.

Item 2.       Description of Property

     We do not presently own any property.

Item 3.       Legal Proceedings

     There are no material  pending legal  proceedings to which our company,  or
any  subsidiary  thereof,  is a party or to which any of our property is subject
and, to the best of our knowledge,  no such actions against us are  contemplated
or threatened.

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

     No matters were  submitted to a vote of our  securities  holders during the
fourth quarter of the fiscal year ended December 31, 2006.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

     There is not  currently,  nor has there ever been, a public  trading market
for our common  stock.  We anticipate  that upon the  completion of a successful
acquisition  or  merger,  we will  make an  application  to the NASD to have our
shares quoted on the OTC Bulletin Board. Our application will consist of current
corporate  information,  financial statements and other documents as required by
Rule 15c2-11 of the Securities Exchange Act of 1934.

     Inclusion on the OTCBB would permit price  quotations  for our shares to be
published by that service.  Although we intend to submit an  application  to the
OTCBB  following an  acquisition  or merger,  there can be no assurance that our
shares will immediately be traded in the public market.  Also, secondary trading
of our shares may be subject to certain state imposed  restrictions.  Except for
the  application to the OTCBB,  there are no plans,  proposals,  arrangements or
understandings with any person concerning the development of a trading market in
any of our  securities.  There  can be no  assurance  that  our  shares  will be
accepted for trading on the OTCBB or any other recognized trading market.  Also,
there can be no assurance that a public  trading  market will develop  following
acceptance  by the OTCBB or at any other time in the  future or,  that if such a
market does develop, that it can be sustained.

     The  ability  of  individual  stockholders  to  trade  their  shares  in  a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to trade in that state.  Presently,  we have no plans to register our
securities in any particular state.

                                      -8-
<PAGE>

     It is most unlikely that our  securities  will be listed on any national or
regional  exchange or on The Nasdaq  Stock  Market in the  foreseeable  futures.
Therefore  our shares most likely will be subject to the  provisions  of Section
15(g) and Rule 15g-9 of the  Exchange  Act,  commonly  referred to as the "penny
stock" rule.  Section 15(g) sets forth certain  requirements  for  broker-dealer
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The SEC generally  defines penny stock to be any equity security that has a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is:

     o   registered  and  traded  on  a  national  securities  exchange  meeting
         specified criteria set by the SEC;
     o   authorized for quotation on The NASDAQ Stock Market;
     o   issued by a registered investment company;
     o   excluded from the  definition on the basis of price (at least $5.00 per
         share) or the issuer's net tangible assets; or
     o   exempted from the definition by the SEC.

     Broker-dealers  who sell  penny  stocks to persons  other than  established
customers and accredited  investors  (generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000,  or $300,000 together with their
spouse), are subject to additional sales practice  requirements.  Broker-dealers
must also make a special  suitability  determination  for the  purchase  of such
securities  and must  have  received  the  purchaser's  written  consent  to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock,  unless exempt, the rules require the delivery,  prior to the first
transaction, of a risk disclosure document relating to the penny stock market. A
broker-dealer   also  must  disclose  the   commissions   payable  to  both  the
broker-dealer and the registered representative,  and current quotations for the
securities.  Finally,  monthly  statements  must be sent to  clients  disclosing
recent  price  information  for  the  penny  stocks  held  in  the  account  and
information on the limited market in penny stocks.

     Consequently,  these rules may  restrict the ability of  broker-dealers  to
trade and/or maintain a market in our common stock and may affect the ability of
stockholders  to  sell  their  shares.  These  requirements  may  be  considered
cumbersome by  broker-dealers  and could impact the  willingness of a particular
broker-dealer to make a market in our shares,  or they could affect the value at
which our shares trade.  Classification  of the shares as penny stocks increases
the risk of an investment in our shares.

     As of February 7, 2007,  there were  approximately  30 holders of record of
our common  stock.  Because all of our  outstanding  shares of common stock were
issued  pursuant  to  exemptions  under the 1933  Act,  we have  considered  all
outstanding shares as restricted securities. Corporate records indicate that all
of  the  issued  and   outstanding   shares  were  issued  in  1999  in  private
transactions.  We have relied upon the exemption provided by Section 4(2) of the
1933 Act in the private  issuance of shares.  To the best of our  knowledge,  no
private placement memorandum was used in relation to the issuance of shares.

Dividend Policy

     We have not declared or paid cash  dividends or made  distributions  in the
past on our  common  stock,  and we do not  anticipate  that we  will  pay  cash
dividends or make  distributions in the foreseeable  future. We currently intend
to retain and invest future earnings to finance operations.

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

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

     We are considered a development stage company with no assets or capital and
with no material  operations or income.  The costs and expenses  associated with
the  preparation  and  filing of this and  other  reports  and  other  corporate
expenses have been paid for by advances  from  stockholders.  It is  anticipated
that we will require only nominal  capital to maintain our  corporate  viability
and  necessary  funds will most likely be provided by our officers and directors
in  the  immediate  future.  However,  unless  we  are  able  to  facilitate  an
acquisition  of or  merger  with an  operating  business  or are able to  obtain
significant  outside financing,  there is substantial doubt about our ability to
continue as a going concern.

                                      -9-
<PAGE>

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on our operations until such time as we successfully complete an
acquisition  or merger.  At that time,  management  will  evaluate  the possible
effects of inflation related to our business and operations.

Plan of Operation

     During  the next 12  months,  we will  actively  seek  out and  investigate
possible business  opportunities with the intent to acquire or merge with one or
more business  ventures.  In our search for business  opportunities,  management
will follow the procedures  outlined in Item 1 above.  Because we lack funds, it
may be necessary for our officers and directors to either advance funds to us or
to accrue expenses until such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and to obtain services on
a  contingency  basis  when  possible.  Further,  our  directors  will defer any
compensation until such time as an acquisition or merger can be accomplished and
will  strive  to have  the  business  opportunity  provide  their  remuneration.
However,  if engage  outside  advisors or consultants in our search for business
opportunities,  it may be necessary for us to attempt to raise additional funds.
As of the  date  hereof,  we  have  not  made  any  arrangements  or  definitive
agreements to use outside  advisors or consultants  or to raise any capital.  In
the event we do need to raise capital,  most likely the only method available to
us would be the  private  sale of our  securities.  Because  of our  nature as a
development  stage  company,  it is unlikely that we could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There  can be no  assurance  that we  will  be able to  obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on acceptable terms.

     We do not  intend to use any  employees,  with the  possible  exception  of
part-time  clerical  assistance  on an  as-needed  basis.  Outside  advisors  or
consultants  will be used only if they can be obtained  for minimal cost or on a
deferred payment basis.  Management is confident that it will be able to operate
in this manner and to continue its search for business  opportunities during the
next twelve months.

Net Operating Loss

     We  have   accumulated   approximately   $15,600  of  net  operating   loss
carryforwards  as of December 31,  2006.  This loss  carryforward  may be offset
against  taxable income and income taxes in future years and expires in the year
2026.  The use of these losses to reduce  future income taxes will depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.  In the event of certain changes in control, there
will be an annual  limitation on the amount of net operating loss  carryforwards
which can be used. No tax benefit has been reported in the financial  statements
for the year ended  December  31,  2006  because  it has been fully  offset by a
valuation  reserve.  The use of future tax benefit is undeterminable  because we
presently have no operations.

Forward-Looking and Cautionary Statements

     This report on Form 10-KSB includes "forward-looking statements" within the
meaning of Section  27A of the  Securities  Act of 1933,  and Section 21E of the
Securities Exchange Act of 1934. These forward-looking  statements may relate to
such matters as anticipated financial performance,  future revenues or earnings,
business prospects,  projected ventures, new products and services,  anticipated
market  performance  and similar  matters.  When used in this report,  the words
"may,"  "will,"  expect,"  anticipate,"   "continue,"   "estimate,"   "project,"
"intend,"  and similar  expressions  are  intended  to identify  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 regarding events, conditions,
and financial  trends that may affect our future plans of  operations,  business
strategy,  operating results, and financial position.  We caution readers that a
variety of factors could cause our actual results to differ  materially from the
anticipated  results or other matters expressed in  forward-looking  statements.
These risks and uncertainties, many of which are beyond our control, include:

     o   the sufficiency of existing capital  resources and our ability to raise
         additional capital to fund cash requirements for future operations;
     o   uncertainties following any successful acquisition or merger related to
         the  future  rate of  growth  of our  business  and  acceptance  of our
         products and/or services;
     o   volatility  of the stock  market,  particularly  within the  technology
         sector; and
     o   general economic conditions.

                                      -10-
<PAGE>

     Although we believe the  expectations  reflected  in these  forward-looking
statements are reasonable,  such  expectations  cannot guarantee future results,
levels of activity, performance or achievements.

Recent Accounting Pronouncements
--------------------------------

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 158,  "Employers'
Accounting for Defined  Benefit Pension and Other  Postretirement  Plans" ("SFAS
158"), SFAS 158 amends SFAS 87, "Employers'  Accounting for Pensions",  SFAS 88,
"Employers'  Accounting for  Settlements  and  Curtailments  of Defined  Benefit
Pension Plans and for Termination  Benefits",  SFAS 106, "Employers'  Accounting
for Postretirement  Benefits Other Than Pensions",  and SFAS 132 (revised 2003),
"Employers' Disclosures about Pensions and Other Postretirement  Benefits". SFAS
158 requires  employers to recognize in its  statement of financial  position an
asset for a plan's  overfunded  status or a liability  for a plan's  underfunded
status.  It also requires  employers to measure plan assets and obligations that
determine its funded status as of the end of the fiscal year. Lastly,  employers
are  required to  recognize  changes in the funded  status of a defined  benefit
postretirement plan in the year that the changes occur with the changes reported
in  comprehensive  income.  SFAS 158 is required to be adopted by entities  with
fiscal years ending after  December 15, 2006.  The adoption of this  standard is
not expected to have a material  impact on our financial  condition,  results of
operation or liquidity.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value  Measurements"
("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring
fair value in accordance  with U.S.  GAAP,  and expands  disclosures  about fair
value measurements. The statement clarifies that the exchange price is the price
in an  orderly  transaction  between  market  participants  to sell an  asset or
transfer a liability at the measurement date. The statement emphasizes that fair
value is a market-based measurement and not an entity- specific measurement.  It
also  establishes a fair value  hierarchy  used in fair value  measurements  and
expands the  required  disclosures  of assets and  liabilities  measured at fair
value.  SFAS 157 is effective for financial  statements  issued for fiscal years
beginning after November 15, 2007. The adoption of this standard is not expected
to have a material  impact on our financial  condition,  results of operation or
liquidity.

     In September 2006, the Securities and Exchange  Commission ("SEC") released
SEC Staff  Accounting  Bulletin No. 108,  "Considering the Effects of Prior Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements,"  ("SAB 108"),  which addresses how  uncorrected  errors in previous
years should be considered when  quantifying  errors in  current-year  financial
statements.  SAB 108  requires  registrants  to consider the effect of all carry
over and reversing effects of prior-year  misstatements  when quantifying errors
in current-year  financial  statements.  SAB 108 does not change the SEC staff's
previous guidance on evaluating the materiality of errors. It allows registrants
to record the  effects  of  adopting  SAB 108  guidance  as a  cumulative-effect
adjustment to retained earnings.  This adjustment must be reported in the annual
financial  statements  of the first fiscal year ending after  November 15, 2006.
The adoption of this  standard is not expected to have a material  impact on our
financial condition, results of operation or liquidity.

     In July  2006,  the FASB  issued  FASB  Interpretation  No. 48 ("FIN  48"),
Accounting  for  Uncertainty  in  Income  Taxes  -- an  interpretation  of  FASB
Statement No. 109, which  prescribes  comprehensive  guidelines for recognizing,
measuring,  presenting and disclosing in the financial  statements tax positions
taken or expected to be taken on tax returns. FIN 48, effective for fiscal years
beginning  after  December 15, 2006,  seeks to reduce the  diversity in practice
associated with certain  aspects of the  recognition and measurement  related to
accounting for income taxes. We are currently  assessing the impact of FIN 48 on
our consolidated financial position and results of operations.

     In May  2005,  the FASB  issued  SFAS  154,  Accounting  Changes  and Error
Corrections,  requiring  retrospective  application  to  prior-period  financial
statements  of changes in  accounting  principle,  unless it is  impractical  to
determine  either the  period-specific  effects or the cumulative  effect of the
change.  SFAS 154 also  redefines  "restatement"  as the revising of  previously
issued financial  statements to reflect the correction of errors. This statement
is  effective  for us  beginning  November  2006.  Although  we have no  current
application  for this  statement,  the adoption of this statement may affect our
future results of operations, financial position, or cash flows.

                                      -11-
<PAGE>

     In  December  2004 the FASB  issued  revised  SFAS No.  123R,  "Share-Based
Payment."  SFAS  No.  123R set  accounting  requirements  for all  "share-based"
compensation  and requires  companies to recognize in the income  statement  the
grant-date fair value of stock options and other equity-based compensation. SFAS
123R also requires  additional  accounting and disclosures related to income tax
effects and cash flows resulting from share-based compensation arrangements.  In
March 2005, the SEC issued SAB 107, Share-Based Payment,  providing interpretive
guidance on SFAS 123R valuation  methods,  assumptions used in valuation models,
and the interaction of SFAS 123R with existing SEC guidance. Although we have no
current  application  for  this  statement,  adoption  of this  standard  is not
expected  to have a  material  impact on our  financial  condition,  results  of
operation or liquidity.

Item 7.       Financial Statements

     Financial  statements for the fiscal years ended December 31, 2006 and 2005
have  been  examined  to the  extent  indicated  in  their  reports  by  Moore &
Associates,  Chartered,  independent  certified public accountants and have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and pursuant to Regulation  S-B as  promulgated  by the
SEC. The aforementioned  financial  statements are included herein starting with
page F-1.

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

     On January 22, 2007, we have terminated  Chisholm  Bierwolf & Nilson,  LLC,
Certified Public Accountants,  as our independent  certifying  accountants.  The
termination of our relationship  with Chisholm Bierwolf & Nilson was unanimously
accepted  by our board of  directors  on January 22,  2007.  Also on January 22,
2007, our board of directors unanimously approved a resolution to engage Moore &
Associates,   Chartered,   Certified  Public  Accountants,  to  become  our  new
independent certifying accountants.

Item 8A.      Controls and Procedures

     As of the end of the period covered by this annual  report,  we carried out
an evaluation,  under the supervision and with the  participation of management,
including our chief executive officer and principal  accounting  officer, of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934. In designing and evaluating  the  disclosure  controls and
procedures,  management  recognizes  that there are inherent  limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the  circumvention  or overriding of the controls
and procedures.  Accordingly,  even effective disclosure controls and procedures
can only  provide  reasonable  assurance  of  achieving  their  desired  control
objectives.  Additionally,  in evaluating and implementing possible controls and
procedures, management is required to apply its reasonable judgment.

     Based  upon the  required  evaluation,  our  chief  executive  officer  and
principal  accounting  officer concluded as of December 31, 2006, our disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  relating  to the  company  required  to be  disclosed  by us in the
reports that we file or submit under the Exchange Act to be recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.  There have been no  significant  changes in our internal  controls  over
financial reporting or in other factors that could significantly affect internal
controls  over  financial  reporting  subsequent  to the date we carried out our
evaluation.

Item  8B.     Other Information

     Not applicable.

                                    PART III

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

     The  following  table sets forth the names,  ages,  and offices held by our
directors and executive officers:

                                      -12-
<PAGE>
         Name                     Age         Position
         ----                     ---         --------
         J. Rockwell Smith         67         Chairman of the Board and Director
         Edward F. Cowle           51         President, C.E.O. and Director
         Geoff Williams            37         Secretary and Director

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with respect to the election of directors.  We have not  compensated
our directors  for service on the board of directors or any  committee  thereof,
but directors are entitled to be reimbursed for expenses incurred for attendance
at meetings of the board and any  committee  of the board.  However,  due to our
lack of funds,  directors will defer their expenses and any  compensation  until
such time as we can  consummate a successful  acquisition  or merger.  As of the
date hereof, no director has accrued any expenses or compensation.  Officers are
appointed  annually  by the  board  and each  executive  officer  serves  at the
discretion of the board. We do not have any standing committees.

     None of our  directors  are  currently,  nor for the past three  years have
been, a director of a "shell" or "blank check" company or other corporation that
is actively pursuing acquisitions or mergers, except as set forth below in their
respective resumes.

     No  director,  officer,  affiliate  or promoter  has,  within the past five
years, filed any bankruptcy  petition,  been convicted in or been the subject of
any  pending  criminal  proceedings,  or is any such  person the  subject or any
order,  judgment,  or decree  involving  the  violation  of any state or federal
securities laws.

     Our present directors have other full-time  employment or sources of income
and will routinely  devote only such time to our business  necessary to maintain
our  viability.  It is estimated  that each  director  will devote less than ten
hours  per month to our  activities.  The  directors  will,  when the  situation
requires,  review potential  business  opportunities or actively  participate in
negotiations for a potential merger or acquisition on an as- needed-basis.

     Currently,  there is no  arrangement,  agreement or  understanding  between
management  and  non-  management   stockholders   under  which   non-management
stockholders  may  directly  or  indirectly  participate  in  or  influence  the
management of our affairs. Present management openly accepts and appreciates any
input or  suggestions  from  stockholders.  However,  the board of  directors is
elected by the stockholders  and the  stockholders  have the ultimate say in who
represents them on the board.  There are no agreements or understandings for any
officer or director  to resign at the request of another  person and none of the
current  offers  or  directors  are  acting  on  behalf  of,  or will act at the
direction of any other person.

     The business experience of each of the persons listed above during the past
five years is as follows:

     J.  Rockwell  Smith.  Mr. Smith has been a director and Chairman  since our
inception in July 1999.  From 1977 to 1989,  he owned and  operated  Rocky Smith
Construction,  a  construction  company  in  Park  City,  Utah  that  supervised
construction  projects in the resort  community.  Since 1990, Mr. Smith has been
semi-retired  while being active with his private  investments  and working as a
part-time  driver  for Park  City  Transportation  Company.  Mr.  Smith  studied
engineering at Seattle University and the University of Washington.

     Mr. Smith has been an executive  officer and director within the last three
years of the following companies that may also be deemed blank check companies:

     o   Big Flash Corporation,  now known as Intelgenx Technologies Corporation
         (Chairman of the Board and director from July 1999 to April 28, 2006);
     o   Consolidated  Travel  Systems,  Inc., now known as Knobias,  Inc. (Vice
         President and director from February 2001 to October 2004);
     o   Eagle's Nest Mining  Company,  now known as  Nanoscience  Technologies,
         Inc. (director from October 1997 to March 2004);
     o   Grant Silver,  Inc., now known as Grant Life Sciences,  Inc. (principal
         stockholder until September 1997);
     o   Green MT. P.S. (Principal stockholder until January 1998), now known as
         Generex Biotechnology Corporation;

                                      -13-
<PAGE>
     o   Index Daley  Mines,  now known as  International  Digital  Technologies
         (principal stockholder until June 1998); and
     o   Nava Leisure,  U.S.A.,  Inc., now known as Senesco  Technologies,  Inc.
         (President and director until January 1999).

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
Name of Company                         Date of Registration      Status
---------------                         --------------------      ------
<S>                                     <C>                       <C>
Big Flash Corporation                   11-16-1999 (SB-2)         Active and current with SEC
(n.k.a. Intelgenx Technologies Corp.)   7-28-2000 (10-SB)         Acquired Intelgenx Corp. on April 28, 2006
                                                                  Traded on OTCBB("IGXT")

Consolidated Travel Systems, Inc.       11-9-2001(10-SB)          Active and current with SEC
(n.k.a. Knobias, Inc.)                                            Completed merger with Knobias Holdings, Inc.
                                                                  on November 4, 2004 Traded on
                                                                  OTCBB ("KNBS")

Eagles Nest Mining Company              5-14-1999 (10-SB)         Active and current with SEC
(n.k.a. Nanoscience Technologies, Inc.)                           Entered into research and license agreement
                                                                  with New York University in September 2003
                                                                  to develop certain technologies

Grant Ventures, Inc.                    12-20-2002 (10-SB)        Active and current with SEC
(n.k.a. Grant Life Sciences, Inc.)                                Completed merger with Impact Diagnostics, Inc.
                                                                  in July 2004

Green MT. P.S.                          1-8-2004 (10-SB)          Active and current with SEC

(n.k.a. Generex Biotechnology Corporation)                        Acquired Generex Pharmaceuticals, Inc.  in  1998
                                                                  Traded on OTCBB ("GNBT")

Index Daley Mines                       None                      Current status unknown
                                                                  Acquired Overlook Health Care Systems in
                                                                  1998 and became International Digital
                                                                  Technologies in 1999

Nava Leisure, U.S.A., Inc.              3-27-1997 (10-SB)         Active and current with SEC
(n.k.a. Senesco Technologies, Inc.)                               Merged with Senesco, in January 1999 and
                                                                  change its domicile to New Jersey in
                                                                  September 1999
</TABLE>

     Edward F. Cowle.  Mr.  Cowle has been  President  and a Director of Calypso
since our inception in July 1999.  Mr. Cowle has been self employed in financial
public  relations  from 1994 to the present,  assisting  public  companies  with
financial and  investment  banking  activities.  From 2000 to December 2003, Mr.
Cowle served as a director of Laser Technology, Inc., a public company listed on
the American  Stock  Exchange  that designs,  manufactures  and markets of pulse
laser  measuring  instruments  and  systems.  Mr.  Cowle was a principal  of LTI
Acquisition  Corp., a stockholder  group that took Laser  Technology  private in
December  2003.  From 1992 to 1994,  Mr.  Cowle was a Senior Vice  President  --
Investments  with Paine Webber in New York City and from 1991 to 1992,  he was a
Registered  Representative  with Bear Stearns & Company,  also in New York City.
Mr. Cowle graduated from Fairleigh Dickinson  University in Madison,  New Jersey
in 1978 with a B.A. Degree in English, American Studies. Mr. Cowle also attended
Vermont Law School in South Royalton,  Vermont from 1978 to 1979. Mr. Cowle is a
principal stockholder of LTI Acquisition.

     Edward F. Cowle has been an executive  officer,  director and/or  principal
stockholder (10%) within the last three years of the following public companies:

     o   Big  Flash  Corporation,   n.k.a.  Intelgenx  Technologies  Corporation
         (President,  CEO and director and principal  stockholder from July 1999
         to April 28, 2006);
     o   Cementitious Materials, Inc., now known as NaturalNano, Inc. (President
         and  director   from   February  2004  to  November  2005  -  principal
         stockholder until November 2005);
     o   Consolidated  Travel Systems,  Inc., n.k.a.  Knobias,  Inc.  (principal
         stockholder until November 2005);
     o   Eastgate  Acquisition  Corp.,  (President and director from 1999 to the
         present);
     o   Hazelwood  Ventures,  Inc.,  formerly  known as Thorium  Nuclear Energy
         Corporation (principal stockholder);

                                      -14-
<PAGE>

     o   Interstate  Development,  Inc., know known as Pro-Tect, Inc. (currently
         principal stockholder);
     o   Laser Technology, Inc. (Director from 2000 to December 2003);
     o   Silver  River  Ventures,  Inc.,  now  known  as  BioForce  Nanosciences
         Holdings,  Inc. (President and director and principal  stockholder from
         December 2005 to February 2006); and
     o   Westgate  Acquisitions  Corp.  (President and director from 1999 to the
         present).

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
Name of Company                         Date of Registration      Status
---------------                         --------------------      ------
<S>                                     <C>                       <C>
Big Flash Corporation                   11-16-1999 (SB-2)         Active and current with SEC
(n.k.a. Intelgenx Technologies Corp.)   7-28-2000 (10-SB)         Acquired Intelgenx Corp. on April 28, 2006
                                                                  Traded on OTCBB("IGXT")

Calypso Financial Services, Inc.        11-17-1999 (SB-2)         Active and current with SEC
                                        7-31-2000 (10-SB)         Seeking merger and/or acquisition

Cementitious Materials, Inc.            7-3-2002 (10-SB)          Active and current with SEC
(f.k.a. Ocean Express Lines, Inc.)                                Acquired Cementitious Material
(n.k.a. NaturalNano Holdings, Inc.)                               Technologies, Inc. in November 2003
                                                                  (rescinded in 2004)
                                                                  Acquired NaturalNano, Inc. in November 2005
                                                                  Traded on OTCBB ("NNAN")

Eastgate Acquisition Corp.              11-29-1999 (SB-2)         Registration not effective
                                                                  Seeking merger and/or acquisition

Hazelwood Ventures, Inc.                4-19-2004 (SB-2)          Registration withdrawn 9-13-2005
(f.k.a. Thorium Nuclear Energy Corporation)                       Seeking merger and/or acquisition
                                                                  Quoted on "Pink Sheets" ("HZLW")

Interstate Development, Inc.            None                      Seeking merger and/or Acquisition
(n.k.a. Pro-Tech, Inc. , Inc.)                                    Quoted on "Pink Sheets" ("PRTT")

Laser Technology, Inc.                  1-11-1993 (S-1)           Traded on AMEX ("LSR") until January 2004
                                                                  Became a private company and filed Form 15
                                                                  in January 2004

Silver River Ventures, Inc.             12-13-2005 (10-SB)        Active and current with SEC
(n.k.a. BioForce Nanosciences Holdings, Inc.)                     acquired  BioForce Nanosciences, Inc. on
                                                                  February 24, 2006
                                                                  Traded on OTCBB ("BFNH")

Westgate Acquisitions Corp.             11-30-1999 (SB-2)         Registration not effective
                                                                  Seeking merger and/or acquisition
</TABLE>

     Geoff Williams has been an executive  officer,  director  and/or  principal
stockholder (10%) within the last three years of the following public companies:

     o   Big  Flash  Corporation,   n.k.a.  Intelgenx  Technologies  Corporation
         (Secretary,  director and principal  stockholder from 1999 to April 28,
         2006);
     o   Bull  Trout  Lake,  Inc.  (President  and  director  since July 2005 to
         present);
     o   Cathay  International  Holdings,  Inc., n.k.a.  Cyber Operations,  Inc.
         (director  and  Secretary / Treasurer  from April 12, 2002 to September
         2005 - President from September, 2005 to January 8, 2007);
     o   Cementitious Materials, Inc., (f.k.a. Ocean Express Lines, Inc.) n.k.a.
         NaturalNano  Holdings,  Inc. (Director and President from February 2000
         to February 2003 - Director and  Secretary/Treasurer  from October 2004
         to November 2005 - principal stockholder until November 2005);
     o   Consolidated Travel Systems,  Inc., n.k.a. Knobias, Inc. (Director from
         August 1999 and President from February 2001 to November 2004);
     o   Eastgate  Acquisition  Corp.  (Secretary  and director from 1999 to the
         present);
     o   Genex  Biopharma,  Inc.  (Treasurer  and Director  from October 2005 to
         present);
     o   GMMT, Inc. (President and director from March 2005 to present);

                                      -15-

<PAGE>

     o   Grant Ventures,  Inc. n.k.a., Grant Life Sciences,  Inc. (Secretary and
         director from July 2001 to July 2004);
     o   Green Mt. Labs.,  Inc., n.k.a.  Hydrogen Engine Center,  Inc. (director
         from August 2002, and President from April 2004 to August 2005);
     o   Green Mountain Merger,  Inc.  (director and President from July 2005 to
         present);
     o   Hazelwood  Ventures,  Inc.  (director  since October 2003 and President
         since May 2006);
     o   Interstate  Development,  n.k.a. Pro-Tect, Inc. (President and director
         since April 2002);
     o   RAKO Capital Corporation  (President and director from February 2001 to
         December 2002);
     o   Silver River Ventures, Inc., n.k.a BioForce Nanosciences Holdings, Inc.
         (President and director from September 2004 to December 2005); and
     o   Westgate  Acquisitions  Corp.  (Secretary and director from 1999 to the
         present).

     The current status of each of these companies is set forth below:
<TABLE>
<CAPTION>
Name of Company                         Date of Registration      Status
---------------                         --------------------      ------
<S>                                     <C>                       <C>
Big Flash Corporation                   11-16-1999 (SB-2)         Active and current with SEC
(n.k.a. Intelgenx Technologies Corp.)   7-28-2000 (10-SB)         Acquired Intelgenx Corp. on April 28, 2006
                                                                  Traded on OTCBB("IGXT")

Bull Trout Lake, Inc.                   None                      Seeking merger and/or acquisition
                                                                  Traded on "Pink Sheets" ("BTLK")

Cathay International Holdings, Inc.     None                      Active
(n.k.a. Cyber Operations, Inc.)                                   Acquired Cyber Operations, LLC on January
                                                                  8, 2007
                                                                  Traded on "Pink Sheets" ("CYPJ")

Cementitious Materials, Inc.            7-3-2002 (10-SB)          Active and current with SEC
(f.k.a. Ocean Express Lines, Inc.)                                Acquired Cementitious
(n.k.a. NaturalNano Holdings, Inc.)                               Material Technologies, Inc. in  November 2003
                                                                  (rescinded in 2004)
                                                                  Acquired NaturalNano, Inc. in November 2005
                                                                  Traded on OTCBB ("NNAN")

Consolidated Travel Systems, Inc.       11-9-2001(10-SB)          Active and current with SEC
(n.k.a. Knobias, Inc.)                                            Completed merger with Knobias Holdings, Inc.
                                                                  on November 4, 2004
                                                                  Traded on OTCBB ("KNBS")

Eastgate Acquisition Corp.              11-29-1999 (SB-2)         Registration not effective
                                                                  Seeking merger and/or acquisition
                                                                  Not trading

Genex Biopharma, Inc.                   None                      Private corporation

GMMT, Inc.                              None                      Seeking merger and/or acquisition
                                                                  Not trading

Grant Ventures, Inc.                    12-20-2002 (10-SB)        Active and current with SEC
(n.k.a. Grant Life Sciences, Inc.)                                Completed merger with Impact
                                                                  Diagnostics, Inc.  in July 2004
                                                                  Traded on OTCBB ("GLIF")

Green Mt. Labs., Inc.                   1-8-2004 (10-SB)          Active and current with SEC
(n.k.a. Hydrogen Engine Center, Inc.)                             Acquired Hydrogen Engine Center, Inc.
                                                                  in August 2005
                                                                  Traded on OTCBB  ("HYEG")

Green Mountain Merger, Inc.             None                      Seeking merger and/or Acquisition
                                                                  Application to "Pink Sheets" pending
</TABLE>
                                                       -16-

<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>                       <C>
Hazelwood Ventures, Inc.                4-19-2004 (SB-2)          Registration withdrawn 9-13-2005
(f.k.a. Thorium Nuclear Energy Corporation)                       Seeking merger and/or acquisition
                                                                  Quoted on "Pink Sheets" ("HZLW")

Interstate Development, Inc.            None                      Seeking merger and/or Acquisition
(n.k.a. Pro-Tect, Inc.)                                           Traded on "Pink Sheets" ("PRTT")

RAKO Capital Corporation                7-16-1998 (10-SB)         Currently delinquent in filings
                                                                  with SEC
                                                                  Acquired Centra Industries, Inc. in January
                                                                  2003, a telecommunications infrastructure
                                                                  company
                                                                  Formerly traded on OTCBB and now on Pink
                                                                  Sheets  ("RKOC")

Silver River Ventures, Inc.             12-13-2005 (10-SB)        Active and current with SEC
(n.k.a. BioForce Nanosciences Holdings, Inc.)                     Acquired  BioForce Nanosciences, Inc. on
                                                                  February 24, 2006
                                                                  Traded on OTCBB ("BFNH")

Westgate Acquisitions Corp.             11-30-1999 (SB-2)         Registration not effective
                                                                  Seeking merger and/or acquisition
                                                                  Not trading
</TABLE>

Compliance With Section 16(a) of the Exchange Act

     Section  16(a) of the Exchange Act requires  our  directors  and  executive
officers,  and persons who own more than 10% of our common  stock,  to file with
the SEC initial  reports of ownership and reports of changes in ownership of our
common stock and other equity securities. We believe that these reports were not
filed during the fiscal year 2006.

Item 10.      Executive Compensation

     We have not had a bonus, profit sharing, or deferred  compensation plan for
the benefit of employees,  officers or directors.  We have not paid any salaries
or other  compensation  to officers,  directors or employees for the years ended
December  31, 2006 and 2005.  Further,  we have not entered  into an  employment
agreement  with any of our officers,  directors or any other persons and no such
agreements  are  anticipated  in the immediate  future.  It is intended that our
directors  will  defer any  compensation  until such time as an  acquisition  or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide  their  remuneration.  As of the date hereof,  no person has accrued any
compensation.

Item 11.      Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information,  to the best of our knowledge,
as of  December  31,  2006,  with  respect  to each  person  known  by us to own
beneficially more than 5% of the outstanding common stock, each director and all
directors and officers as a group.
<TABLE>
<CAPTION>
Name and Address                                       Amount and Nature of                 Percent
of Beneficial Owner                                    Beneficial Ownership               of Class(1)
--------------------                                   --------------------               -----------
<S>                                                               <C>                          <C>
J. Rockwell Smith *                                               1,000                        .1 %
   19 East 200 South, Suite 1080
   Salt Lake City, UT 84111
Geoff Williams *                                                284,200                      18.9 %
   19 East 200 South, Suite 1080
   Salt Lake City, UT 84111
Edward F. Cowle *                                               600,000                      40.0 %
   300 Park Avenue, Suite 1712
   New York, NY 10022
H. Deworth Williams                                             596,000                      39.7 %
   19 East 200 South, Suite 1080
   Salt Lake City, UT 84111
All directors and officers                                      885,200                      59.0 %
   a group (3 persons)

      *  Director and/or executive officer
</TABLE>

                                                       -17-

<PAGE>

     Note:    Unless  otherwise  indicated in the footnotes  below, we have been
              advised  that each  person  above has sole  voting  power over the
              shares indicated above.

     (1) Based upon 1.5 million  shares of common stock  outstanding on December
         31, 2006.

Item 12.      Certain  Relationships and  Related  Transactions  and  Director
              Independence.

     During the past two fiscal years, there have been no material  transactions
between us and any officer,  director,  nominee for election as director, or any
stockholder owning greater than 5% of our outstanding  shares, nor any member of
the above referenced individuals' immediate family.

     Our  officers  and  directors  are  subject to the  doctrine  of  corporate
opportunities  only insofar as it applies to business  opportunities in which we
have indicated an interest, either through a proposed business plan or by way of
an express  statement of interest  contained in our  minutes.  If directors  are
presented with business  opportunities that may conflict with business interests
identified by us, such  opportunities must be promptly disclosed to the board of
directors  and made  available  to us. In the event  the board  shall  reject an
opportunity  so  presented  and  only  in that  event,  any of our  officers  or
directors may avail themselves of such an opportunity. Every effort will be made
to  resolve  any  conflicts  that may  arise in  favor  of us.  There  can be no
assurance, however, that these efforts will be successful.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities,  may be paid to persons instrumental in facilitating
the  transaction.  We have  not  established  any  criteria  or  limits  for the
determination  of a finder's fee,  although it is likely that an appropriate fee
will be based upon negotiations by us and the appropriate  business  opportunity
and the finder.  Such fees are estimated to be customarily  between 1% and 5% of
the size of the transaction,  based upon a sliding scale of the amount involved.
Management  cannot at this time make an  estimate  as to the type or amount of a
potential  finder's fee that might be paid,  but is expected to be comparable to
consideration normally paid in like transactions.

     None of the Company's directors are deemed to be independent directors. The
Company does not have a  compensation,  audit or  nominating  committee,  rather
those functions are carried out by the Board as a whole.

Item 13.          Exhibits

         (a)      Exhibits

Exhibit No.                 Exhibit Name
-----------                 ------------
     3.1*         Certificate of Incorporation
     3.2*         By-Laws
     4.1*         Instrument  defining rights of  stockholders  (See Exhibit No.
                  3.1, Certificate of Incorporation)
    31.1          Certification  of  C.E.O.  Pursuant  to  Section  302  of  the
                  Sarbanes-Oxley Act of 2002
    31.2          Certification  of  Principal  Accounting  Officer  Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002
    32.1          Certification of C.E.O. Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002
    32.2          Certification of Principal  Accounting  Officer Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002
----------------
     * Previously filed as an Exhibit to the Form 10-SB filed July 28, 2000.

Item 14.      Principal Accountant Fees and Services

     We do not  have an audit  committee  and as a result  our  entire  board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor  renders audit and non-audit  services.  As a result,  we do not rely on
pre-approval policies and procedures.

     We do not  have an audit  committee  and as a result  our  entire  board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor  renders audit and non-audit  services.  As a result,  we do not rely on
pre-approval policies and procedures.

     Audit Fees
     ----------

     The aggregate fees billed by our independent auditors, Chisholm, Bierwolf &
Nilson, for professional services rendered for the audit of our annual financial
statements included in our  Annual Reports on Form  10-KSB  for the year  ended

                                      -18-

<PAGE>

December 31, 2005, and for the review of quarterly financial statements included
in our Quarterly Reports on Form 10-QSB for the quarters ended March 31, June 30
and September 30, 2006, were $2,573 for 2006 and $1,766 for 2005.

     The  aggregate  fees  billed  by our  new  independent  auditors,  Moore  &
Associates,  Chartered,  for professional services rendered for the audit of our
annual  financial  statements  included in our Annual Reports on Form 10-KSB for
the year ended December 31, 2006, was $-0-.

     Audit Related Fees
     ------------------

     For the years ended  December 31, 2006 and 2005,  there were no fees billed
for  assurance  and related  services by Chisholm,  Bierwolf & Nilson or Moore &
Associates,  Chartered relating to the performance of the audit of our financial
statements which are not reported under the caption "Audit Fees" above.

     Tax Fees
     --------

     For the years  ended  December  31,  2006 and 2005,  no fees were billed by
Chisholm, Bierwolf & Nilson or Moore & Associates, Chartered for tax compliance,
tax advice and tax planning.

     We do not use  Moore &  Associates,  Chartered  for  financial  information
system design and  implementation.  These services,  which include  designing or
implementing  a system that  aggregates  source data  underlying  the  financial
statements  or  generates  information  that  is  significant  to our  financial
statements,  are provided  internally or by other service  providers.  We do not
engage Moore & Associates, Chartered to provide compliance outsourcing services.

     The board of directors has  considered the nature and amount of fees billed
by Moore & Associates, Chartered and believes that the provision of services for
activities  unrelated  to the  audit  is  compatible  with  maintaining  Moore &
Associates, Chartered's independence.

                                      -19-

<PAGE>

                                   SIGNATURES

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

                                      Calypso Financial Services, Inc.



                                      By:     /S/   EDWARD F. COWLE
                                         ---------------------------------------
                                          Edward F. Cowle
                                          President and C.E.O.

Dated:   February 14, 2007

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

           Signature                                             Title                                  Date
           ---------                                             -----                                  ----

<S>                                             <C>                                               <C>
/S/    EDWARD F. COWLE                          President, C.E.O. and director                    February 14, 2007
-----------------------------------------       (Principal Accounting Officer)
         Edward F. Cowle




/S/    J. ROCKWELL SMITH                        Chairman and Director                             February 14, 2007
-----------------------------------------------
         J. Rockwell Smith



/S/    GEOFF WILLIAMS                           Secretary and Director                            February 14, 2007
         Geoff Williams
</TABLE>

                                                       -20-

<PAGE>


                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                December 31, 2006







                                       F-1

<PAGE>



                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm.....................F-3

Balance Sheet...............................................................F-4

Statements of Operations....................................................F-5

Statements of Stockholders' Equity (Deficit)................................F-6

Statements of Cash Flows....................................................F-8

Notes to the Financial Statements...........................................F-9


                                       F-2

<PAGE>



MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            -------------------------------------------------------


To the Board of Directors
Calypso Financial Services Inc.


We have audited the  accompanying  balance sheet of Calypso  Financial  Services
Inc.  as of  December  31,  2006,  and the  related  statements  of  operations,
stockholders'  equity and cash flows as of  December  31, 2006 and 2005 and from
inception July 1, 1983,  through December 31, 2006.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Calypso Financial Services Inc.
as of December 31, 2006 and the results of its  operations and its cash flows as
of December 31, 2006 and 2005 from inception  July 1, 1983 through  December 31,
2006, in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has not established an ongoing
source of revenues to cover its operating costs.  This raises  substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are  also  described  in Note 2.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Moore & Associates, Chartered
-----------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
February 7, 2007



               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                        (702) 253-7511 Fax (702) 253-7501
--------------------------------------------------------------------------------

                                       F-3

<PAGE>
                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                                 Balance Sheets



                                     ASSETS

                                                                 December 31,
                                                                    2006
                                                                 -----------


CURRENT ASSETS

      Cash                                                       $      --
                                                                 -----------

             Total Current Assets                                       --
                                                                 -----------

             TOTAL ASSETS                                        $      --
                                                                 ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


      Accounts payable                                           $     1,600
      Due to stockholder                                              22,341
      Accrued interest - stockholder                                   2,531
                                                                 -----------

             Total Current Liabilities                                26,472
                                                                 -----------


STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock; 20,000,000 shares authorized,
        at $0.00001 par value, 1,500,000 shares issued
        and outstanding                                                   15
      Additional paid-in capital                                       2,985
      Deficit accumulated during the development stage               (29,472)
                                                                 -----------

             Total Stockholders' Equity (Deficit)                    (26,472)
                                                                 -----------

             TOTAL LIABILITIES AND STOCKHOLDERS'
               EQUITY (DEFICIT)                                  $      --
                                                                 ===========



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

                                     F-4
<PAGE>
                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                            Statements of Operations



                                                                      From
                                                                  Inception on
                                                For the             July 27,
                                              Years Ended         1999 Through
                                              December 31,         December 31,
                                     --------------------------    -----------
                                         2006          2005            2006
                                     -----------    -----------    -----------

REVENUES                             $      --      $      --      $      --

EXPENSES

       General and Administrative          9,848          7,836         26,942
                                     -----------    -----------    -----------

              Total Expenses               9,848          7,836         26,942
                                     -----------    -----------    -----------


LOSS FROM OPERATIONS                      (9,848)        (7,836)       (26,942)
                                     -----------    -----------    -----------


OTHER EXPENSES

       Interest Expense                   (1,469)          (942)        (2,530)
                                     -----------    -----------    -----------

              Total Other Expenses        (1,469)          (942)        (2,530)
                                     -----------    -----------    -----------


NET LOSS                             $   (11,317)   $    (8,778)   $   (29,472)
                                     ===========    ===========    ===========


BASIC LOSS PER SHARE                 $     (0.01)   $     (0.01)
                                     ===========    ===========


WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                   1,500,000      1,500,000
                                     ===========    ===========

The accompanying notes are an integral part of these financial statements

                                       F-5
<PAGE>
<TABLE>
<CAPTION>

                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


                                                                                          Deficit
                                                                                        Accumulated
                                      Common Stock          Additional      Stock        During the
                               -------------------------     Paid-In     Subscription   Development
                                  Shares       Amount        Capital      Receivable       Stage
                               -----------   -----------   -----------   -----------    -----------
<S>                            <C>           <C>           <C>           <C>            <C>
Balance at inception of the
  development stage on
  July 27, 1999                       --     $      --     $      --     $      --      $      --

Common stock issued for
  cash on September 8, 1999
  at $0.0003 per share           1,500,000            15           485          (500)          --

Net loss from inception on
  July 27, 1999 through
  December 31, 1999                   --            --            --            --             --
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 1999       1,500,000            15           485          (500)          --

Net loss for the year ended
  December 31, 2000                   --            --            --            --             --
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2000       1,500,000            15           485          (500)          --

Cash received on stock
  subscription receivable             --            --            --             500           --

Net loss for the year ended
  December 31, 2001                   --            --            --            (904)
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2001       1,500,000            15           485          --             (904)

Net loss for the period from
  January 1, 2002 through
  December 31, 2004                   --            --            --            --           (8,473)
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2004       1,500,000            15           485          --           (9,377)

Services contributed by
  shareholders                        --            --             500          --             --

Net loss for the year ended
  December 31, 2005                   --            --            --            --           (8,778)
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2005       1,500,000            15           985          --          (18,155)

Services contributed by
  shareholders                        --            --           2,000          --             --

Net loss for the year ended
  December 31, 2006                   --            --            --            --          (11,317)
                               -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2006       1,500,000            15         2,985          --          (29,472)
                               ===========   ===========   ===========   ===========    ===========
</TABLE>



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

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                        CALYPSO FINANCIAL SERVICES, INC.
                         (A Development Stage Company)
                            Statements of Cash Flows

                                                                                     From
                                                                                  Inception on
                                                              For the                July 1,
                                                            Years Ended           1983 Through
                                                            December 31,          December 31,
                                                    --------------------------    -----------
                                                        2006          2005           2006
                                                    -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>            <C>            <C>
      Net loss                                      $   (11,317)   $    (8,778)   $   (29,472)
      Adjustments to reconcile net loss to
        net cash used by operating activities:
             Impairment loss on mining claims              --             --             --
             Common stock issued for services              --             --             --
             Contributed services by shareholder          2,000            500          2,500
      Changes in operating assets and liabilities
             Decrease in prepaid expenses                  --             --             --
             Increase in accounts payable                 1,250         (1,116)         1,600
             Increase in due to stockholder               8,067          9,394         24,872
                                                    -----------    -----------    -----------

                   Net Cash Used by Operating
                     Activities                            --             --             (500)
                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES                       --             --             --
                                                    -----------    -----------    -----------

CASH FLOWS FROM FINIANCING ACTIVITIES

             Sale of common stock                          --             --              500
                                                    -----------    -----------    -----------

                   Net Cash Provided by Financing
                     Activities                            --             --              500
                                                    -----------    -----------    -----------

             NET DECREASE IN CASH                          --             --             --

             CASH AT BEGINNING OF PERIOD                   --             --             --
                                                    -----------    -----------    -----------

             CASH AT END OF PERIOD                  $      --      $      --      $      --
                                                    ===========    ===========    ===========

SUPPLIMENTAL DISCLOSURES OF
      CASH FLOW INFORMATION

      CASH PAID FOR:

             Interest                               $      --      $      --      $      --
             Income Taxes                           $      --      $      --      $      --
</TABLE>


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

                                      F-7
<PAGE>
                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Business and Organization

         Calypso  Financial  Services,  Inc. (The Company) was organized on July
         27,  1999,  under  the  laws of the  State  of  Delaware.  Pursuant  to
         Statement of Financial  Accounting  Standards  No. 7,  "Accounting  and
         Reporting by Development Stage  Enterprises," the Company is classified
         as a development stage company.

         The  Company's  financial  statements  are  prepared  using the accrual
         method of accounting. The Company has elected a December 31 year-end.

         b. Revenue Recognition

         The Company  currently has no source of revenues.  Revenue  recognition
         policies will be determined when principal operations begin.

         c. Basic Loss Per Share

         The computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding during the period.

                                                      For the Years Ended
                                                         December 31,
                                                     2006            2005
                                                ------------    ------------

                       Loss (numerator)         $    (11,317)   $     (8,778)
                       Shares (denominator)        1,500,000       1,500,000
                                                ------------    ------------

                       Per share amount         $    (0.01)     $      (0.01)
                                                ============    ============

         d. Provision for Taxes

         Deferred taxes are provided on a liability  method whereby deferred tax
         assets  are  recognized  for  deductible   temporary   differences  and
         operating   loss  and  tax  credit   carryforwards   and  deferred  tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences  between the reported amounts of assets
         and liabilities and their tax bases. Deferred tax assets are reduced by
         a valuation  allowance  when, in the opinion of management,  it is more
         likely  than not that some  portion or all of the  deferred  tax assets
         will to be realized.  Deferred tax assets and  liabilities are adjusted
         for the  effects  of  changes  in tax  laws  and  rates  on the date of
         enactment.

                                      F-8
<PAGE>
                        CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         d. Provision for Taxes (continued)

         Net  deferred  tax assets  consist of the  following  components  as of
         December 31, 2006 and 2005:

                                                 2006                2005
                                            --------------      -------------
             Deferred tax assets:
               NOL carryover                 $      10,514      $       6,100
               Valuation allowance                 (10,514)            (6,100)
                                            --------------      -------------

             Net deferred tax asset          $        --        $        --
                                            ==============      =============

         The  income  tax  provision  differs  from the  amount  of  income  tax
         determined  by applying the U.S.  federal and state income tax rates of
         39% to pretax  income from  continuing  operations  for the years ended
         December 31, 2006 and 2005 due to the following:

                                                2006                2005
                                            --------------      -------------

               Book Income                   $      (4,414)     $      (3,423)
               Valuation allowance                   4,414              3,423
                                            --------------      -------------

                                             $        --        $        --
                                            ==============      =============

         At December 31, 2006, the Company had net operating loss  carryforwards
         of  approximately  $15,600 that may be offset  against  future  taxable
         income  through  2026. No tax benefit has been reported in the December
         31, 2006 financial statements since the potential tax benefit is offset
         by a valuation allowance of the same amount.

         Due to the  change in  ownership  provisions  of the Tax  Reform Act of
         1986,  net  operating  loss  carry  forwards  for  Federal  income  tax
         reporting purposes are subject to annual  limitations.  Should a change
         in ownership occur, net operating loss  carryforwards may be limited as
         to use in future years.


e.       Cash and Cash Equivalents

         For purposes of financial statement presentation, the Company considers
         all highly liquid  investments with a maturity of three months or less,
         from the date of purchase,  to be cash equivalents.  The preparation of
         financial statements in conformity with accounting principles generally
         accepted in the United  States of America  requires  management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

                                      F-9
<PAGE>
                       CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         f. Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  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 and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         g. Newly Issued Accounting Pronouncements

         In April 2002,  the FASB issued  Statement No. 145  "Rescission of FASB
         Statements  No. 4, 44, and 62,  Amendment of FASB Statement No. 13, and
         Technical  Corrections"  (SFAS 145).  SFAS 145 will  require  gains and
         losses on  extinguishments  of debt to be  classified as income or loss
         from  continuing  operations  rather  than as  extraordinary  items  as
         previously required under Statement of Financial  Accounting  Standards
         No. 4 (SFAS 4).  Extraordinary  treatment  will be required for certain
         extinguishments as provided in APB Opinion No. 30. SFAS 145 also amends
         Statement of Financial  Accounting  Standards No. 13 to require certain
         modifications  to capital  leases be treated  as a  sale-leaseback  and
         modifies the accounting for sub-leases when the original lessee remains
         a secondary obligor (or guarantor). SFAS 145 is effective for financial
         statements issued after May 15, 2002, and with respect to the impact of
         the reporting  requirements  of changes made to SFAS 4 for fiscal years
         beginning after May 15, 2002. The adoption of the applicable provisions
         of  SFAS  145  did  not  have  an  effect  on the  Company's  financial
         statements.

         In June 2002, the FASB issued Statement No. 146,  "Accounting for Costs
         Associated  with  Exit or  Disposal  Activities."  SFAS  146  nullifies
         Emerging  Issues Task Force Issue No. 94-3  "Liability  Recognition for
         Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an
         Activity  (including Certain Costs Incurred in a Restructuring)."  SFAS
         146 applies to costs  associated  with an exit  activity  that does not
         involve an entity newly  acquired in a business  combination  or with a
         disposal  activity  covered by SFAS 144. SFAS 146 is effective for exit
         or disposal activities that are initiated after December 31, 2002, with
         earlier  application   encouraged.   The  adoption  of  the  applicable
         provisions  of SFAS  146  did  not  have  an  effect  on the  Company's
         financial statements.


                                      F-10
<PAGE>


<PAGE>
                       CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

         g. Newly Issued Accounting Pronouncements (Continued)

         In October 2002,  the FASB issued  Statement No. 147  "Acquisitions  of
         Certain Financial Institutions - an amendment of FASB Statements No. 72
         and 144 and FASB  Interpretation  No. 9" (SFAS  147).  SFAS 147 removes
         acquisitions of financial institutions from the scope of both Statement
         72  and  Interpretation  9 and  requires  that  those  transactions  be
         accounted  for in accordance  with FASB  Statements  No. 141,  Business
         Combinations,  and No. 142, Goodwill and Other Intangible Assets. Thus,
         the  requirement  in  paragraph 5 of  Statement  72 to  recognize  (and
         subsequently  amortize)  any  excess of the fair  value of  liabilities
         assumed  over the fair value of tangible  and  identifiable  intangible
         assets acquired as an unidentifiable intangible asset no longer applies
         to acquisitions within the scope of this Statement.  In addition,  this
         Statement amends FASB Statement No. 144,  Accounting for the Impairment
         or Disposal of  Long-Lived  Assets,  to include in its scope  long-term
         customer-relationship  intangible assets of financial institutions such
         as depositor- and  borrower-relationship  intangible  assets and credit
         cardholder intangible assets. Consequently, those intangible assets are
         subject  to the same  undiscounted  cash flow  recoverability  test and
         impairment loss  recognition and measurement  provisions that Statement
         144 requires for other  long-lived  assets that are held and used. SFAS
         147 is  effective  October  1, 2002.  The  adoption  of the  applicable
         provisions of SFAS 147 did not have an effect the  Company's  financial
         statements.

         In December 2002,  the FASB issued  Statement No. 148  "Accounting  for
         Stock-Based  Compensation - Transition and Disclosure - an amendment of
         FASB Statement No. 123" (SFAS 148). SFAS 148 provides alternate methods
         of transition for a voluntary  change to the fair value based method of
         accounting for stock-based  employee  compensation.  In addition,  this
         Statement  amends  the  disclosure  requirements  of  Statement  123 to
         require  prominent  disclosures  in both annual and  interim  financial
         statements  about the method of  accounting  for  stock-based  employee
         compensation  and the effect of the method used on  reporting  results.
         SFAS 148 is effective  for fiscal years  beginning  after  December 15,
         2003.  The  adoption of SFAS No. 148 did not have a material  effect on
         the financial statements of the Company.

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
         133  on  Derivative   Instruments  and  Hedging  Activities"  which  is
         effective  for contracts  entered into or modified  after June 30, 2003
         and for hedging  relationships  designated  after June 30,  2003.  This
         statement  amends and clarifies  financial  accounting  for  derivative
         instruments  embedded in other contracts  (collectively  referred to as
         derivatives)  and hedging  activities  under SFAS 133.  The adoption of
         SFAS No. 149 did not have a material effect on the financial statements
         of the Company.


                                      F-11
<PAGE>
                       CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

         g. Newly Issued Accounting Pronouncements (Continued)

         In  May  2003,  the  FASB  issued  Statement  of  Financial  Accounting
         Standards No. 150,  "Accounting for Certain Financial  Instruments with
         Characteristics  of both Liabilities and Equity" (SFAS 150").  SFAS 150
         addresses certain financial  instruments that, under previous guidance,
         could  be  accounted  for as  equity,  but now  must be  classified  as
         liabilities  in  statements  of  financial  position.  These  financial
         instruments include:  (i) mandatory  redeemable financial  instruments,
         (ii)   obligations  to  repurchase   the  issuer's   equity  shares  by
         transferring  assets,  and (iii) obligations to issue a variable number
         of  shares.   SFAS  150  is  generally   effective  for  all  financial
         instruments  entered into or modified after May 31, 2003, and otherwise
         effective at the first interim  period  beginning  after June 15, 2003.
         The  adoption  of SFAS  150 did not have any  impact  on the  Company's
         financial position or Statement of Operations.

         In January  2003,  and revised in December  2003,  the FASB issued FASB
         Interpretation  No. 46,  "Consolidation of Variable Interest  Entities"
         ("FIN 46"). This interpretation of Accounting Research Bulletin No. 51,
         "Consolidated   Financial  Statements,"   addresses   consolidation  by
         business  enterprises  of variable  interest  entities,  which  possess
         certain characteristics.  FIN 46 requires that if a business enterprise
         has a controlling financial interest in a variable interest entity, the
         assets,  liabilities,  and results of the  activities  of the  variable
         interest  entity  must  be  included  in  the  consolidated   financial
         statements  with  those  of the  business  enterprise.  FIN 46  applies
         immediately  to variable  interest  entities  created after January 31,
         2003 and to variable interest  entities in which an enterprise  obtains
         an interest after that date. The  consolidation  requirements  apply to
         older  entities in the first  fiscal year or interim  period after June
         15, 2003. The adoption of the effective provisions of Interpretation 46
         did  not  have  any  impact  on the  Company's  financial  position  or
         statement of operations.

NOTE 2 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting   principles  in  the  United  States  of  America
         applicable to a going concern which  contemplates  the  realization  of
         assets and liquidation of liabilities in the normal course of business.
         The  Company  has not yet  established  an ongoing  source of  revenues
         sufficient to cover its  operating  costs and allow it to continue as a
         going  concern.  The  ability  of the  Company to  continue  as a going
         concern is dependent on the Company obtaining  adequate capital to fund
         operating losses until it becomes profitable.  If the Company is unable
         to obtain adequate capital, it could be forced to cease operations.

         In order to continue as a going concern,  the Company will need,  among
         other  things,  additional  capital  resources.  Management's  plans to
         obtain such  resources for the Company  include (1)  obtaining  capital
         from  management and  significant  shareholders  sufficient to meet its
         minimal operating expenses, and (2) seeking out and completing a merger
         with an existing operating company. However,  management cannot provide
         any assurances that the Company will be successful in accomplishing any
         of its plans.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to successfully  accomplish the plans described in the
         preceding  paragraph and  eventually  secure other sources of financing
         and attain profitable operations. The accompanying financial statements
         do not include any  adjustments  that might be necessary if the Company
         is unable to continue as a going concern.

                                      F-12
<PAGE>
                       CALYPSO FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                  Notes to the Financial Statements (Continued)


NOTE 3 - RELATED PARTY TRANSACTIONS

         During the years ended December 31, 2006 and 2005, the Company incurred
         various general and administrative expenses. As the Company has not had
         the  wherewithal  to pay these  expenses,  the  Company has relied on a
         related  party to satisfy its debts.  As of December  31, 2006 and 2006
         the Company  had an  obligation,  including  accrued  interest,  to the
         related party totaling $24,872 and $16,805, respectively.


                                      F-13
<PAGE>