UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K





(Mark
One)


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





For
      the fiscal year ended December 31,
2006





or





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





For
      the transition period from __________________ to
      __________________Commission
      file number: 0-27828





DIGITAL
      LIFESTYLES GROUP INC.(Exact
      name of registrant as
      specified in its charter)





Delaware
              13-3779546(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)





649
      Sparta Highway, Suite 102, Crossville, TN
              38555(Address
      of principal executive offices)
              (Zip
      Code)





Registrant's
      telephone number, including area code:
              (931)
      707-9601





Securities
registered under Section 12(b) of the Act:





Title
      of each class
              Name
      of each exchange on which registeredNone
              Not
      applicable





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





Common
      Stock, par value $0.03 per share(Title
      of class)





Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.   [ ] Yes [√] No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. [ ] Yes
[√] No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 [ ] No [√]




1





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [
]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:





Large
      accelerated filer
                [
      ]
                Accelerated
      filer
                [  ]Non-accelerated
      filer
                  (Do
      not check if smaller reporting company)
                [
      ]
                Smaller
      reporting company
                [√]





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of the last
business day of the registrant's most recently completed second fiscal
quarter.  Approximately $17,447,816 on June 30, 2006.





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.   32,223,975 shares of
common stock are issued and outstanding as of August 4, 2009.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).  None.




2





DIGITAL
LIFESTYLES GROUP INC.


FORM
10-K


TABLE
OF CONTENTS





Page
      No.Part
      IItem
      1.
                                  Business.
                                  5Item
      1A.
                                  Risk
      Factors.
                                  9Item
      1B.
                                  Unresolved
      Staff Comments.
                                  11Item
      2.
                                  Properties.
                                  12Item
      3.
                                  Legal
      Proceedings.
                                  12Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders.
                                  12Part
      IIItem
      5.
                                  Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                                  12Item
      6.
                                  Selected
      Financial Data.
                                  13Item
      7.
                                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                                  13Item
      7A.
                                  Quantitative
      and Qualitative Disclosures About Market Risk.
                                  19Item
      8.
                                  Financial
      Statements and Supplementary Data.
                                  19Item
      9.
                                  Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                                  19Item
      9A.(T)
                                  Controls
      and Procedures.
                                  20Item
      9B.
                                  Other
      Information.
                                  20Part
      IIIItem
      10.
                                  Directors,
      Executive Officers and Corporate Governance.
                                  21Item
      11.
                                  Executive
      Compensation.
                                  22Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                  25Item
      13.
                                  Certain
      Relationships and Related Transactions, and Director
      Independence.
                                  25Item
      14.
                                  Principal
      Accounting Fees and Services.
                                  26Part
      IVItem
      15.
                                  Exhibits,
      Financial Statement Schedules.
                                  27





3




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION





This
report contains forward-looking statements. These forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.  These forward-looking statements
were based on various factors and were derived utilizing numerous assumptions
and other factors that could cause our actual results to differ materially from
those in the forward-looking statements.  These factors include, but
are not limited to, our ability to bring our filing requirements with the
Securities and Exchange Commission current, our ability to satisfy our
obligations, our ability to consummate the acquisition of an operating entity
and/or assets, our ability to generate revenues and pay our operating expenses,
our ability to raise capital as necessary, economic, political and market
conditions and fluctuations, government and industry regulation, interest rate
risk, U.S. and global competition, and other factors.  Most of these
factors are difficult to predict accurately and are generally beyond our
control.  You should consider the areas of risk described in
connection with any forward-looking statements that may be made
herein.  Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this report in
its entirety, including the risks described in "Item 1A. - Risk
Factors".  Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events.  These
forward-looking statements speak only as of the date of this report, and you
should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.





OTHER
PERTINENT INFORMATION





Unless
specifically set forth to the contrary, when used in this prospectus the terms
“Digital Lifestyles", "we"", "our", the "Company" and similar terms refer to
Digital Lifestyles Group Inc., a Delaware corporation, and our
subsidiaries.  In addition, when used herein and unless specifically
set forth to the contrary, “2006” refers to the year ended December 31, 2006 and
“2005” refers to the year ended December 31, 2005.




4




PART I





ITEM
1.              
DESCRIPTION OF BUSINESS.





We do not have any business or
operations and are considered a "shell" company under Federal securities
laws.  We are actively seeking to acquire assets or shares of an
entity actively engaged in business which generates revenues, in exchange for
our securities.  Our purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to us by persons or firms who or which desire to seek the perceived advantages
our company may offer.  We will not restrict our search to any
specific business, industry, or geographical location and we may participate in
a business venture of virtually any kind or nature.  This discussion
of the proposed business is purposefully general and is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our stockholders because it will not permit us
to offset potential losses from one venture against gains from
another.





We may seek a business opportunity with
entities which have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital in order to expand into
new products or markets, to develop a new product or service, or for other
corporate purposes.  We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.  We anticipate that the selection of a business
opportunity in which to participate will be complex and extremely
risky.  Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking the perceived benefits
of a publicly registered corporation.  These perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes), for all stockholders and other
factors.  Potentially, available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.





The analysis of new business
opportunities will be undertaken by, or under the supervision of, Mr. Ken Page,
our Chief Executive Officer, who may not be considered a professional business
analyst.  Mr. Page will be the key person in the search, review and
negotiation with potential acquisition or merger candidates.  We
intend to concentrate on identifying preliminary prospective business
opportunities which may be brought to our attention through present associations
of Mr. Page and legal counsel or by our stockholders.  In analyzing
prospective business opportunities, we will consider such matters
as:




•
              the
      available technical, financial and managerial resources;•
              working
      capital and other financial requirements;•
              history
      of operations, if any;•
              prospects
      for the future;•
              nature
      of present and expected competition;•
              the
      quality and experience of management services which may be available and
      the depth of that management;


•
            the
      potential for further research, development, or
    exploration;


•
            specific
      risk factors not now foreseeable but which then may be anticipated to
      impact our proposed activities;


•
            the
      potential for growth or expansion;


•
            the
      potential for profit;


•
              the
      perceived public recognition of acceptance of products, services, or
      trades; name identification; and•
              other
      relevant factors.


We will
not acquire or merge with any company for which audited financial statements
cannot be obtained within the time period prescribed by applicable rules of the
United States Securities and Exchange Commission which is presently four
business days from the closing date of the transaction.  This
requirement for readily available audited financial statement may require us to
preclude a transaction with a potential candidate which might otherwise be
beneficial to our stockholders.




5





We will not restrict our search for any
specific kind of company, but may acquire a venture which is in its preliminary
or development stage, which is already in operation, or in essentially any stage
of its corporate life. It is impossible to predict at this time the status of
any business in which we may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which we may offer.  However, we do
not intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as we have
successfully consummated such a merger or acquisition.





In implementing a structure for a
particular business acquisition, we may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity.  We may also acquire stock or assets of
an existing business.  On the consummation of a transaction, it is
probable that our present management and stockholders will no longer be in
control of our company.  In addition, our existing directors may, as
part of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our stockholders.





We anticipate that any securities
issued in any such reorganization would be issued in reliance upon exemption
from registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of a transaction, we may agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter.  If such registration
occurs, of which there can be no assurance, it will be undertaken by the
surviving entity after we have successfully consummated a merger or acquisition
and we are no longer considered a "shell" company.  Until such time as
this occurs, we will not attempt to register any additional
securities.  The issuance of substantial additional securities and
their potential sale into any trading market which may develop in our securities
may have a depressive effect on the value of our securities in the future, if
such a market develops, of which there is no assurance.





Employees





As of August 11, 2009, we had one
employee, Mr. Page, our Chief Executive Officer.  Mr. Page is involved
in other part-time business activities and devotes approximately 90% of his time
and attention to our business.





Transaction
with Laurus Master Fund, Ltd.





On
November 30, 2004, we closed a financing transaction with Laurus Master Fund,
Ltd. to obtain a $7.5 million credit facility. The financing was completed
pursuant to a security agreement with Laurus, pursuant to which we issued to
Laurus a $2,750,000 secured convertible minimum borrowing note, a $4,750,000
secured convertible revolving note and a common stock purchase warrant to
purchase 3,846,154 shares of our common stock (70% of which are vested as of
December 31, 2005). Laurus was permitted to convert all or a portion of the
outstanding principal amount of the notes and accrued interest thereon into
shares of our common stock at a conversion price of $0.39 per share, subject to
certain anti-dilution adjustments. The warrant issued to Laurus is dated
November 29, 2004, has an exercise price of $0.44 per share, and expires on
November 29, 2009. We agreed to file a registration statement covering the
shares issued upon the conversion of the note or the exercise of the
warrant.  We have not filed this registration statement and,
accordingly, at December 31, 2006 our balance sheet includes registration rights
penalties of approximately $2,165,625.





As of
December 31, 2004, we had borrowed approximately $3.3 million under this
facility, net of issuing costs. A portion of these funds were used to repay our
existing short-term financing. Our obligations to Laurus under the credit
facility were secured by substantially all of our assets (other than
intellectual property), including our ownership interests in our operating
subsidiaries. In May 2005, following the occurrence of a number of events of
default under the credit facility, Laurus accelerated our payment obligations
and ultimately commenced foreclosure proceedings against all of our assets for
failure to make payment. Following the liquidation of all of our accounts
receivable, inventories and equipment we presently owed Laurus approximately
$2.1 million under this credit facility. On December 8, 2005, we entered into a
letter agreement with Laurus whereby we agreed to a payment plan for the
outstanding secured debt we owed to Laurus. Under our agreement with Laurus we
agreed to make interest only payments to them beginning retroactively on
December 1, 2005, until the earlier of the consummation of a merger with Protron
Digital Corporation which is described later in this section under “Our History”
or February 20, 2006.  On February 15, 2006, Laurus agreed to extend
the date that interest only payments would be made until March 1, 2006. Our
agreement with Laurus provided that on the date we consummated the merger with
Protron, in full satisfaction of our debt to Laurus, we would pay Laurus
$950,000 in cash and issue to them that number of shares of our common stock
that is equal to $950,000, based upon a conversion price of the 30 day average
volume weighted average price calculated as of the date prior to the merger. On
March 1, 2006, Laurus agreed to indefinitely extend our right to make interest
only payments to them, subject to our assurances that we will use our best
efforts to consummate a merger with Protron as soon as is
practicable.




6





On April 23, 2007, we entered into a
letter agreement with Laurus whereby we agreed to make payment of $200,000 in
cash and issue a warrant to purchase 1, 000,000 shares of our common stock at
$0.40 in consideration for the extinguishment of the balance of the $2.1 million
in outstanding debt.  We agreed to pay $50,000 in cash immediately,
and had until August 1, 2007 to pay the remaining $150,000 cash
obligation.  We also agreed to amend the exercise price of a
previously issued warrant to Laurus from $0.44 to $0.40.





On June 26, 2007, Laurus agreed to
further amend the payment terms of the April 2007 agreement by allowing us to
pay immediately $50,000 of the remaining balance and extending the time due for
the remaining $100,000 owed until September 14, 2007. On June 27, 2007, we made
the $50,000 payment to Laurus.  On July 31, 2007, Laurus agreed to amend
the payment terms of the April 2007 agreement to allow us to make a payment of
$25,000 of the remaining $100,000 owed to Laurus on August 1, 2007, and agreeing
to a payment schedule that allowed us to pay another $25,000 on or by September
1, 2007, another $25,000 on or by October 1, 2007 and the final $25,000 on or by
November 1, 2007. As of December 31, 2007, we owed $35,000.  By April
2008 we made the final payments to Laurus in full satisfaction of the original
agreement.





Sale
of Convertible Promissory Notes to Mr. L.E. Smith





On September 29, 2005, we executed an
agreement with Mr. L.E. Smith whereby we received an initial amount of $250,000
from Mr. Smith in immediately available funds through the issuance of a
promissory note convertible into common stock at a conversion price of
$0.25.  Mr. Smith also committed an additional $250,000 in funds upon
achievement of certain milestones by us. The convertible promissory note issued
to Mr. Smith bears interest at a rate of 7% per annum and had an initial
maturity date on September 29, 2005. Presently, the Company is in default under
its obligations to make interest payments to Mr. Smith. The convertible note is
convertible at any time from the date of issuance into shares of our common
stock at a price per share equal to $0.25. Mr. Smith was also issued
corresponding warrants to purchase shares of common stock. The number of shares
that the purchaser is eligible to purchase is equal to 20% of the aggregate
amount of shares issued upon conversion of each convertible promissory note and
the with an exercise price of $0.25 per share. The warrants expire five years
from the date of issuance and are exercisable immediately. In connection with
both the convertible note and the warrants, we entered into a registration
rights agreement with the purchaser whereby we agreed to register for resale the
shares underlying the convertible note and warrants.  The note remains
outstanding and at December 31, 2006 we owed Mr. Smith $500,000.  We
have not filed the required registration statement.




Sale
of $250,000 principal amount 7.5% Convertible Promissory Note to Mr. Dan
Page





In April 2007 we issued executed an
agreement with Mr. Dan Page whereby we received $250,000 in funds to be advanced
through the issuance of a promissory line of credit note.  The
convertible promissory note issued bears interest at a rate of 7.5% per annum
and had a maturity date of April 23, 2008. The convertible note is convertible
at any time from the date of issuance into shares of our common stock at a price
per share equal to $0.35.  We pay interest only payments until the
maturity date of the convertible note, unless it is converted or
prepaid.   We also agreed to issue to the purchaser a four year
warrant to purchase shares of common stock. The number of shares that the
purchaser was eligible to purchase pursuant to the warrant was equal to 20% of
the total share amount issued upon conversion of the note, with an exercise
price of $0.25 per share. These warrants expired in June 2008.  In
connection with both the convertible note and the warrant, we entered into a
registration rights agreement with the purchaser whereby we agreed to register
for resale the shares underlying the convertible note and warrants. We have not filed the
required registration statement.




7





On September 27, 2007, Mr. Page agreed
to amend the note and provide an additional $100,000 of working capital to us.
Under the terms of the amendment, the additional $100,000 is convertible into
shares of our common stock at a price per share equal to $0.18. As consideration
for this extension, we agreed to issue to the purchaser a warrant to purchase
shares of common stock. The number of shares that the purchaser will be eligible
to purchase pursuant to the warrant will be equal to 20% of the total share
amount issued upon conversion of the note, with an exercise price of $0.18 per
share, solely as it relates to this additional $100,000. The warrant will expire
four years from the date of issuance, which shall be deemed to be on the earlier
of (i) the maturity date of the Note; (ii) the date on which the funds are
advanced in full and owing by us; or (iii) the date on which we elect to pay off
the note in full during the term. In connection with both the convertible note
and the warrant, we agreed to register for resale the shares underlying the
convertible note and warrants.





Mr. Dan Page is the father of Mr. Ken
Page, currently our sole officer and a member of our Board of
Directors.





Our
History





We were incorporated in Delaware on May
17, 1994 as CD Kidz Inc.  On March 20, 1995, our name was changed to
Wanderlust Interactive, Inc.  In March 1996, we completed an initial
public offering of our securities and the net proceeds were used principally to
establish our New York headquarters and to produce two CD-ROM games based upon
the Pink Panther character, which games were completed in September 1996 and
September 1997, respectively.  We initially marketed such games
through distributors in the United States and licensed such games for
distribution by others both in the United States and in over fifteen foreign
countries.





In
February 1997, we acquired all of the outstanding stock of Western Technologies,
Inc. as well as certain assets and liabilities of Smith Engineering, a sole
proprietorship, from Jay Smith III, our then President, Chief Executive Officer
and Treasurer.  Western Technologies designed and developed video and
computer games and electronic toys and electronic consumer products, mostly
pursuant to funded contracts with other name brand manufacturers.  The
agreement provided for the sale of 100% of the outstanding shares of stock of
Western Technologies and certain assets and certain liabilities of Smith
Engineering in exchange for 266,667 shares of our common stock. The cost of the
acquired enterprise was $5,082,000.  We assigned value of $15 per
share to the shares issued and assumed liabilities in excess of assets which
amounted to $1,082,000.  As part of the acquisition, a license
agreement was entered into between Western Technologies and Mr. Smith in which
Mr. Smith granted to Western Technologies the exclusive right to use and market
patents and license agreements owned by Mr. Smith.





After expending most of the funds
raised in our initial public offering to produce the two Pink Panther CD-ROM
games during 1996 and 1997, we realized that the development costs of such
CD-ROM games greatly exceeded both the short-term and long-term anticipated
revenue streams from such products and shifted our focus to pre-funded or
contract design and development work, such as that historically conducted by
Western Technologies. In September 1997, we substantially downsized our New York
office and shifted our headquarters to Western Technologies’ offices located in
Los Angeles. In April 1998, we closed our New York office permanently and
consolidated our entire staff in our remaining Los Angeles office and production
space.





On May 14, 1998, the Company’s name was
further changed to Adrenalin Interactive, Inc. In December 1999, we completed a
reverse merger with McGlen Micro, Inc., in which the stockholders of McGlen
Micro, Inc. acquired control of us. As a result of the acquisition, each share
of McGlen Micro, Inc. was converted into 0.0988961 shares of our common stock,
with 2,548,553 shares being issued. On December 17, 1999, we changed our name to
McGlen Internet Group, Inc. and on March 15, 2002, we changed our name to
Northgate Innovations, Inc.





On March 20, 2002, we completed a
reverse acquisition with Lan Plus Corporation in which the stockholders of Lan
Plus acquired control of our company. As a result of the acquisition, each share
of Lan Plus was converted into approximately 3.128 shares of our common stock,
with approximately 14,113,000 shares being issued.  In addition,
immediately prior to the close of the merger, we instituted a 10:1 reverse stock
split and the our accounts payable to, and advances from Lan Plus, in the amount
of approximately $2.3 million were converted to common stock eliminating the
debt; the stock was then retired to treasury and cancelled. Lan Plus was a
manufacturer of branded turnkey computer products and services. Under our
Northgate(R) brand name we developed, manufactured, marketed, and sold a wide
range of desktop systems, notebook computers, workstations and network servers,
as well as offering a variety of hardware components and peripherals to
complement our desktop systems, notebook computers, and network
servers.




8





In December 2003, an investor group
acquired a majority of our outstanding common stock and in early 2004 this
investor group brought in a new management team and implemented a new business
strategy. As part of this new business strategy, in June 2004, we changed our
name from Northgate Innovations, Inc. to Digital Lifestyles Group, Inc.
Beginning in late 2004, we deemphasized the sale of our Northgate(R) brand
products to focus our resources solely on the development, marketing and sale of
a new product line, branded hip-e, which featured desktop computers, notebook
computers and peripherals and was designed and targeted to the teen
market.





In April 2005, we received notice from
Microsoft Corporation that it had terminated our license to use its proprietary
Windows(R) operating system due to our failure to make required royalty
payments. Due to the loss of the license, we were unable to ship our products,
the majority of which use Microsoft’s proprietary Windows(R) operating system
and as a result we were unable to fulfill any orders for our hip-e brand desktop
computers.  As we lacked sufficient funds required to renew our
license with Microsoft and were unable to distribute or sell our products, our
management team decided to cease all operations other than to liquidate our
assets for the benefit of Laurus.





On March
8, 2006, we entered into a definitive merger agreement with Protron Digital
Corporation, a consumer electronics company focused on the manufacture and sale
of home entertainment systems. Under the terms of the merger agreement, Protron
would continue as the surviving entity as a wholly-owned subsidiary of our
company.  Protron was a privately held company, of which one of its
principal owners was Leo Chen, then a member of our board of
directors.  At the effective time of the merger, we were to issue
74,353,942 shares of our common stock to the stockholders of Protron,
representing 70% of our issued and outstanding shares.  The
consummation of the merger was subject to customary closing conditions,
including, among others (i) the approval of the merger agreement and the merger
by our stockholders; (ii) our company having filed all reports required to be
filed pursuant to the Securities Exchange Act of 1934, as amended; (iii) receipt
of all applicable regulatory approvals; (iv) the absence of any government
action prohibiting consummation of the merger; and (v) neither our company nor
Protron having suffered any material adverse effect.  The terms of the
merger agreement required that all conditions to closing be satisfied and the
merger completed by December 31, 2006.  On September 6, 2006, we
delivered a notice of termination of the merger agreement to Protron due to our
determination that Protron had breached certain covenants of the merger
agreement, including the failure to timely deliver audited financial statements.
Pursuant to the terms of the merger agreement, the termination of the agreement
was effective on September 11, 2006 and we did not incur any material penalties
in connection with the termination of the merger agreement. On September 7,
2006, we received correspondence from Protron disputing our contention that
Protron breached the merger agreement and notifying us Protron was also seeking
to terminate the merger agreement.  We have not been contacted further
on this matter.





ITEM
1.A              
RISK FACTORS.





Before
you invest in our securities, you should be aware that there are various risks.
You should consider carefully these risk factors, together with all of the other
information included in this annual report before you decide to purchase our
securities. If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
materially adversely affected.





Our auditors have raised substantial
doubts as to our ability to continue as a going concern.





Our
consolidated financial statements have been prepared assuming we will continue
as a going concern. Since inception we have experienced recurring losses from
operations, which losses have caused an accumulated deficit of approximately
$24.6 million as of December 31, 2006. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.  We anticipate that we will continue to
incur losses in future periods until we are successful in completing a business
combination with an operating entity.  There are no assurances that we
will be able to consummate a transaction with an operating company or continue
as a going concern, in which event investors would lose their entire investment
in our company.




9





We
are not current in our reporting obligations with the SEC and our status as a
public company could be revoked at any time.





We are
not current in our filing obligations with the SEC and in March 2009 we were
notified by the SEC that it appeared we were delinquent in our reporting
obligations pursuant to Section 13(a) of the Securities Exchange Act of 1934 and
could be subject, without further notice, to an administrative hearing to revoke
the registration of our securities under Section 12(g) of the Securities
Exchange Act of 1934.  We are filing this Annual Report on Form 10-K
for the year ended December 2006 in August 2009 and  we will need to
file our annual reports for  2007 and 2008, as well as our quarterly
reports for the 2009 interim periods, to become current in our reporting
obligations.  While we are using our best efforts to file all
delinquent reports with the SEC, if we are unable to complete those filings
before the SEC seeks to bring an administrative action against it is likely that
we would cease being a public company.  In that event the
attractiveness of our vehicle to an operating company would be severely
diminished and our ability to consummate a business combination would be in
jeopardy.





We
have a significant amount of past due debt and no cash or assets.





At December 31, 2006 our balance sheet
includes approximately $13.972 million of debt, including past due secured and
unsecured notes, accounts payable, liquidated damages and accrued
expenses.  While subsequent to that date all outstanding amounts due
the only secured creditor, Laurus, which totaled $2.1 million at December 31,
2006 including principal and unpaid, interest. Subsequent to December 31, 2006,
we settled the principal and unpaid interest due to Laurus, however, we accrued
$2,165,000 in liquidating damages at December 31, 2006 which remains
outstanding.





We
currently do not have an operating business, but also do not intend to pursue a
course of complete liquidation and dissolution, and accordingly, the value of
your shares may decrease.





We
currently do not have any operating business.  We continue to incur
operating expenses while we consider alternative operating plans. These plans
may include business combinations with or investments in other operating
companies, or entering into a completely new line of business. We have not yet
identified any such opportunities, and thus, you will not be able to evaluate
the impact of such a business strategy on the value of your stock. In addition,
we cannot assure you that we will be able to identify any appropriate business
opportunities. Even if we are able to identify business opportunities that our
Board deems appropriate, we cannot assure you that such a strategy will provide
you with a positive return on your investment, and it may in fact result in a
substantial decrease in the value of your stock. These factors will
substantially increase the uncertainty, and thus the risk, of investing in our
shares.





Our
sole officer does not devote all of his time and attention to our
business.





Mr. Page, who serves as our sole
officer, devotes only approximately 90% of his time to the business and affairs
of our company.  Because Mr. Page is primarily responsible for the
identification and consummation of an acquisition of an operating company for
us, we are materially dependent upon his efforts on our part.  It is
possible that because he does not spend his all of his time and efforts on our
behalf that it may take longer to identify and close an acquisition of an
operating company than if he was employed by us on a full-time
basis.





We
may not be able to identify or fully capitalize on any appropriate business
opportunities.





We have
not yet identified any appropriate business opportunities, and, due to a variety
of factors outside of our control, we may not be able to identify or fully
capitalize on any such opportunities. These factors include:





•
            competition
      from other potential acquirers and partners of and investors in potential
      acquisitions, many of whom may have greater financial resources than we
      do;


•
            in
      specific cases, failure to agree on the terms of a potential acquisition,
      such as the amount or price of our acquired interest, or incompatibility
      between us and management of the company we wish to acquire;
      and


•
            the
      possibility that we may lack sufficient capital and/or expertise to
      develop promising opportunities.





10




Even if
we are able to identify business opportunities that our Board deems appropriate,
we cannot assure you that such a strategy will provide you with a positive
return on your investment, and may in fact result in a substantial decrease in
the value of your stock. In addition, if we enter into a combination with a
business that has operating income, we cannot assure you that we will be able to
utilize all or even a portion of our existing net operating loss carryover for
federal or state tax purposes following such a business combination. If we are
unable to make use of our existing net operating loss carryover, the tax
advantages of such a combination may be limited, which could negatively impact
the price of our stock and the value of your investment. These factors will
substantially increase the uncertainty, and thus the risk, of investing in our
shares.





Our
common stock is quoted in the over the counter market on the Pink
Sheets.





Our common stock is
quoted on the Pink Sheets.  Pink Sheets offers a quotation service to
companies that are unable to list their securities on an exchange or for
companies, such as ours, whose securities are not eligible for quotation on the
OTC Bulletin Board.  The requirements for quotation on the Pink Sheets
are considerably lower and less regulated than those of the OTC Bulletin Board
or an exchange.  Because our common stock is quoted on the Pink
Sheets, it is possible that even fewer brokers or dealers would be interested in
making a market in our common stock which further adversely impacts its
liquidity.





You
may find it extremely difficult or impossible to resell our shares. Even if an
active public market is established, we cannot guarantee you that there will
ever be any liquidity in our common stock.





While our common stock is quoted on the
Pink Sheets, there is not an active market for our common stock and there can be
no assurance that an active public market for our common stock will ever be
established.  Purchasers of our shares of common stock will face
significant obstacles if they wish to resell the shares. Absent an active public
market for our common stock, an investment in our shares should be considered
illiquid.  Even if an active public market is established, it is
unlikely a liquid market will develop. Because we are a shell company, the
investment community may show little or no interest in our securities and
investors may not be readily able to liquidate their investment, if at all.
Investors seeking liquidity in a security should not purchase our shares of
common stock.





The
tradability of our common stock is limited under the penny stock regulations
which may cause the holders of our common stock difficulty should they wish to
sell the shares.





Because the quoted price of our common
stock is less than $5.00 per share, our common stock is considered a “penny
stock,” and trading in our common stock is subject to the requirements of Rule
15g-9 under the Securities Exchange Act of 1934.  Under this rule,
broker/dealers who recommend low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser’s written
consent prior to the transaction.





SEC regulations also require additional
disclosure in connection with any trades involving a “penny stock,” including
the delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and its associated risks. These requirements
severely limit the liquidity of securities in the secondary market because few
broker or dealers are likely to undertake these compliance activities and this
limited liquidity will make it more difficult for an investor to sell his shares
of our common stock in the secondary market should the investor wish to
liquidate the investment.  In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.





ITEM
1B.              
UNRESOLVED STAFF COMMENTS.





Not applicable to a smaller reporting
company.




11





ITEM
2.                 
DESCRIPTION OF PROPERTY.





We rent our principal executive offices
from an unrelated third party on a month to month basis for a monthly rental of
$350.00.





ITEM
3.                 
LEGAL PROCEEDINGS.





We are
not a party to any pending or threatened litigation.





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





None.





PART
II





ITEM
5.                 
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.





Market
Price of and Dividends on Common Equity and Related Stockholder
Matters





Since May 2005 our common stock has
been quoted in the over-the-counter market on the Pink Sheets under the symbol
DLGF.  Trading in our common stock is extremely
limited.  The reported high and low bid prices for the common stock as
reported on the OTC Bulletin Board and subsequently on the Pink Sheets are shown
below for the periods indicated. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not represent actual
transactions.





High
                      
                      
                      Low2005First
      quarter ended March 31, 2005
                      
                      $
                      .65
                      
                      
                      $
                      .23Second
      quarter ended June 30, 2005
                      
                      $
                      .22
                      
                      
                      $
                      .02Third
      quarter ended September 30, 2005
                      
                      $
                      .52
                      
                      
                      $
                      .03Fourth
      quarter ended December 31, 2005
                      
                      $
                      .51
                      
                      
                      $
                      .262006First
      quarter ended March 31, 2006
                      
                      $
                      .81
                      
                      
                      $
                      .44Second
      quarter ended June 30, 2006
                      
                      $
                      .84
                      
                      
                      $
                      .37Third
      quarter ended September 30, 2006
                      
                      $
                      .51
                      
                      
                      $
                      .07Fourth
      quarter ended December 31, 2006
                      
                      $
                      .15
                      
                      
                      $
                      .08





The last
sale price of our common stock as reported on the Pink Sheets was $0.01 per
share on July 29, 2009.  No shares of our common stock have traded
since that date.  As of August 4, 2009, there were approximately 140
record owners of our common stock.





Dividend
Policy





We have never paid cash dividends on
our common stock.  Under Delaware law, we may declare and pay
dividends on our capital stock either out of our surplus, as defined in the
relevant Delaware statutes, or if there is no such surplus, out of our net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year.  If, however, the capital of our company,
computed in accordance with the relevant Delaware statutes, has been diminished
by depreciation in the value of our property, or by losses, or otherwise, to an
amount less than the aggregate amount of the capital represented by the issued
and outstanding stock of all classes having a preference upon the distribution
of assets, we are prohibited from declaring and paying out of such net profits
any dividends upon any shares of our capital stock until the deficiency in the
amount of capital represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets shall have been
repaired.





12




Recent
Sales of Unregistered Securities





None.





ITEM
6.                 
SELECTED FINANCIAL DATA.





Not applicable to a smaller reporting
company.





ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





The following discussion of our
financial condition and results of operationfor 2006 and 2005
should be read in conjunction with the financial statements and the notes to
those statements that are included elsewhere in this report. Our discussion
includes forward-looking statements based upon current expectations that involve
risks and uncertainties, such as our plans, objectives, expectations and
intentions. Actual results and the timing of events could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under the Item 1A. Risk Factors, Cautionary
Notice Regarding Forward-Looking Statements and Business sections in this Form
10-K.  We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,”
“will,” “should,” “could,” and similar expressions to identify forward-looking
statements.





Plan
of Operations




Our current business objective is to investigate and,
if such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal
business objective is to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





We do not currently engage in any
business activities and do not have any cash resources. As such, the costs of
investigating and analyzing business combinations will be paid through either
funds advanced by Mr. Page, our sole officer and director, or funds borrowed
from his father, an existing debt holder of our company.  We also
anticipate incurring costs related to the filing of quarterly, annual and other
reports with the Securities and Exchange Commission and costs relating to
consummating an acquisition.  We do not have any firm commitments,
however, for the provision of any additional capital to our company to fund
these costs.





We may consider a business which has
recently commenced operations, is a developing company in need of additional
funds for expansion into new products or markets, is seeking to develop a new
product or service, or is an established business which may be experiencing
financial or operating difficulties and is in need of additional capital. In the
alternative, a business combination may involve the acquisition of, or merger
with, a company which does not need substantial additional capital, but which
desires to establish a public trading market for its shares, while avoiding,
among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.





Any target business that is selected
may be a financially unstable company or an entity in its early stages of
development or growth, including entities without established records of sales
or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.





Our management anticipates that it will
likely be able to effect only one business combination, due primarily to our
limited financing, and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our management’s plan to
offer a controlling interest to a target business in order to achieve a tax free
reorganization. This lack of diversification should be considered a substantial
risk in investing in us, because it will not permit us to offset potential
losses from one venture against gains from another.




13





We anticipate that the selection of a
business combination will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, our management believes that there are
numerous firms seeking even the limited additional capital which we will have
and/or the perceived benefits of becoming a publicly traded corporation. Such
perceived benefits include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Going
Concern





We are a shell company.  We
do not have any revenue generating operations and have incurred net losses of
approximately $24.6 million since inception through December 31,
2006.  At December 31, 2006 we do not have any cash or other assets
and total liabilities of approximately $13.972 million, all of which are past
due.  The report of our independent registered public accounting firm
on our financial statements for the year ended December 31, 2006 contains an
explanatory paragraph regarding our ability to continue as a going concern based
upon  recurring operating losses and our need to obtain additional
financing to sustain operations.  Our ability to continue as a going
concern is dependent upon our ability to obtain the necessary financing to meet
our obligations and repay our liabilities when they become due and to consummate
a business combination with an operating company.  There are no
assurances that we will continue as a going concern.





Results
of Operations





2006
compared to 2005





Net
sales





For 2006 we had no revenues from
operations which reflects an April 2005 decision by our then management to
discontinue all revenue producing operations.





Operating
expenses





Our operating expenses include rent,
insurance, payroll and professional fees.  Operating expenses
decreased $1.815 million, or approximately 71%, for 2006 as compared to
2005.  The decrease is attributable to lower payroll costs and
professional fees and other operating expenses due to downsizing operations and
our move to our current location.





Total
other income (expense)





Interest expense decreased
approximately $1.113 million, or approximately 73%, for 2006 as compared to 2005
which reflects the expiration of derivative and warranty liabilities and
resulting amortization of debt discounts which had previously increased interest
expense.





In 2006 we recognized $2.435 million of
penalty expense which includes approximately $2.165 million related to the
Laurus obligations and approximately $271,000 related to the obligations to
Alloy Marketing and Promotions, LLC.  We did not have any comparable
expense in 2005.





Change in fair value of derivative and
warrant liabilities expense consist of income or expense associated with the
change in the fair value of derivative liabilities associated with the Laurus
obligation and the note to Alloy Marketing and Promotions, LLC which is
described later in this section as a result of the application of EITF Issue No.
00-19 to our financial statements.  The difference in fair value of
the derivative liabilities between the date of their issuance and their
measurement date, which amounted to an decrease of approximately $4.9 million
and an increase of approximately $1.3 million for fiscal 2006 and 2005,
respectively, has been recognized as other income/expense in those periods.
While these are non-cash items, the application of EITF 00-19 has a significant
impact on our financial statements.




14





Liquidity
and Capital Resources





As of December 31, 2006, we had no cash
and a working capital deficit of approximately $12.63 million.  At
December 31, 2006 we had no assets and approximately $13.972 million of
liabilities, all of which are past due, and we do not have the funds necessary
to settle these obligations.  Included in our liabilities at December
31, 2006 are the following:





•              
approximately $6.443 million of accounts payable which represents obligations to
various vendors including Alloy Marketing which precede 2005 and represent
amounts incurred for product marketing, development and
manufacturing,





•              
approximately $2.436 million of liquidated damages due Laurus and Alloy
Marketing and Promotions,





•              
approximately $482,000 of accrued expenses which represents interest on the
convertible notes, unpaid payroll taxes and royalties,





•              
approximately $3.269 million principal amount of convertible notes payable which
includes approximately $2.1 million which was due Laurus which has been
subsequently satisfied and approximately $1.25 million principal amount of other
notes which are described below under “Past Due Notes”,





•             
 approximately $84,000 due Mr. Andy Teng, an executive officer and director
from August 2005 to March 2007 , for working capital advances, and





•              
approximately $1.258 million of non-cash deriviate and warrant
liabilities.





Our yearly overhead costs are
approximately $150,000, which include rent, utilities, employee compensation,
costs of maintain the company has a public entities including legal, accounting
and EDGAR filing fees and professional expenses associated with our search for a
suitable business combination.  We do not have any internal or
external sources of capital and our dependent upon advances from our sole
officer and director or his father, an existing debt holder, for funds necessary
to pay our operating expenses.  Our ability to continue our company in
the next 12 months depends on our continued ability to obtain sources of capital
to fund our continuing operations and to seek out potential merger and
acquisition partners.  There are no assurances, however, that either
part will advance funds to us as needed.  If we are not able to access
capital as necessary it is possible we will be unable to close an acquisition
which will provide operating revenues to our company.  In that event,
the likelihood that we can continue as a going concern is doubtful and investors
could lose their entire investment in our company.





Cash
Flow from Operating Activities





For 2006, net cash used by operating
activities was approximately $321,000 as compared to approximately $449,000 in
2005.  In 2006, we used cash to reduce our accounts payable, which was
offset by a decrease in accounts receivable and an increase in accrued
expenses.  In 2005, we used cash to reduce our accounts payable and
accrued expenses which were offset by decreases in accounts receivable,
inventories, prepaid expenses and other current assets and other
assets.  The changes in net cash used in operating activities from
period to period is reflective of the cessation of our revenue producing
activities in April 2005.





Cash
Flow from Investing Activities





For 2006, net cash provided by
investing activities was $0 as compared to approximately $915,000 for 2005 which
reflected the proceeds from the sale of assets net of purchase of equipment and
software development costs.




15





Cash
Flow from Financing Activities





For 2006, net cash provided by
financing activities was approximately $259,000 as compared to net cash used in
financing activities of approximately $870,000 in 2005.  In the 2006
period, we generated $259,000 in cash from the issuance of a convertible note
versus cash used for the repayment of notes in the 2005 period, net of cash
generated through the issuance of notes and sale of common stock.





Past
Due Notes at December 31, 2006





In addition to the amounts owed Laurus
at December 31, 2006 which have subsequently been satisfied, at December 31,
2006 we have approximately $1.250 million principal amount of past due notes
including:





•              
$600,000 principal amount due Alloy Marketing and Promotions, LLC under the
terms of an unsecured convertible promissory note issued to it in April 2005 in
payment to Alloy for marketing and promotional services rendered to
us.  Under the terms of this demand note which originally bore
interest at the rate of 10% per annum, the principal and interest could be
converted into shares of our common stock at any time after April 1, 2005 at a
conversion price equal to 75% of the fair market value of our common stock
providing that the underlying shares were covered by an effective registration
statement.  In connection with the issuance of the note we entered
into a registration rights agreement with Alloy whereby we agreed to file a
registration statement with the SEC to cover the resale of the shares of common
stock into which the note could be converted.  We agreed to pay Alloy
liquidated damages if we did not file the registration statement within a
specified period, if we failed to maintain an effective registration statement
or if our common stock was suspended from trading on any market.  We
have not filed the registration statement and at December 31, 2006 we have
accrued liquidated damages in the amount of $270,000 which were due
Alloy.  This note remains outstanding and interest is now being
accrued at the default rate of 15% per annum, with a late payment fee of 6% per
month.  At December 31, 2006 we owed Alloy an aggregate of $735,000
under this note, which includes principal, accrued but unpaid interest and late
fees;





•              
$500,000 principal amount due Mr. L.E. Smith under the terms of a convertible
promissory note issued in September 2005.  This note, which bears
interest at 7% per annum and is convertible into shares of our common stock at a
conversion price of $0.25 per share, was due in September 2006.  This
note is in default.  At December 31, 2006 we owed Mr. Smith an
aggregate of $539,147 under this note, which includes principal and accrued but
unpaid interest;





•              
$100,000 principal amount due  McGlen Micro under the terms of a
convertible promissory note issued in June 1999.  This note, which
initially bore interest at 10% per annum and is convertible into shares of our
common stock at a conversion price of $20.00 per share, was due in December
2000.  This note is in default and interest is now being accrued at
the default rate of 12% per annum.  At December 31, 2006 we owed the
lender an aggregate of $136,087 under this note, which includes principal and
accrued but unpaid interest; and





•             
 $50,000 principal amount due Mr. Robert Wood under the terms of a
convertible promissory note issued in October 2005.  This note, which
bears interest at 7% per annum and is convertible into shares of our common
stock at a conversion price of $0.25 per share, was due in October
2006.  The  purchaser  was also issued
corresponding five warrants to purchase 40,000 shares of our common stock common
stock at an exercise price of $0.25 per share.  In connection with
both the convertible note and the warrants, we entered into a registration
rights agreement with the purchaser whereby we agreed to register for resale the
shares  underlying the convertible note and warrants.  This
note is in default and we did not register the shares underlying either the note
or the warrant.  At December 31, 2006 we owed Mr. Wood an aggregate of
$59,109 under this note, which includes principal and accrued but unpaid
interest.





Recent
Accounting Pronouncements





In December 2004, the Financial
Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), “Shared-Based Payment” (“SFAS
123R), which replaces SFAS No. 123, “Accounting for Stock-Based
Compensation,” (SFAS 123”) and supersedes APB Opinion No. 25, “Accounting
for Stock Issued to Employees” which we adopted in 2006 using the prospective
method of transition as described therein. SFAS 123R requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the financial statements based on their fair values and requires a
modified prospective application method of adoption. Under this method, the
provisions of SFAS 123R will be applied prospectively to new awards granted on
or after the date of adoption. In addition, compensation cost is required to be
recognized over the remaining vesting period for the unvested portion of
outstanding awards granted prior to the adoption date.




16





In July 2006, the FASB issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement 109” (“FIN 48”), which
clarifies the accounting for uncertainty in tax positions taken or expected to
be taken in a tax return, including issues relating to financial statement
recognition and measurement. FIN 48 provides that the tax effects from an
uncertain tax position can be recognized in the financial statements only if the
position is “more-likely-than-not” to be sustained if the position were to be
challenged by a taxing authority. The assessment of the tax position is based
solely on the technical merits of the position, without regard to the likelihood
that the tax position may be challenged. If an uncertain tax position meets the
“more-likely-than-not” threshold, the largest amount of tax benefit that is more
than 50 percent likely to be recognized upon ultimate settlement with the taxing
authority, is recorded. The provisions of FIN 48 were effective for fiscal years
beginning after December 15, 2006, with the cumulative effect of the change in
accounting principle recorded as an adjustment to opening retained earnings.
Consistent with the requirements of FIN 48, we adopted FIN 48 on January 1,
2007. Adoption of FIN 48 did not have a material impact on our results of
operations or financial position. We currently have tax return periods open
beginning with December 31, 2006 through December 31, 2008.





In September 2006, the FASB issued
Statement No. SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), a standard that provides enhanced guidance for using fair value to
measure assets and liabilities. SFAS 157 also responds to investors’ requests
for expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the
effect of fair value measurements on earnings. SFAS 157 applies whenever other
standards require (or permit) assets or liabilities to be measured at fair
value. SFAS 157 does not expand the use of fair value in any new circumstances.
SFAS 157 establishes a fair value hierarchy that prioritizes the information
used to develop fair value assumptions. SFAS 157 is effective for fiscal years
and interim periods beginning after November 15, 2007. We have not yet
determined the impact on our financial statements of adopting SFAS
157.





In December 2007, the FASB issued SFAS
No. 141 (revised 2007), “Business Combinations” (SFAS
141(R)), which replaces SFAS No. 141, “Business Combinations” (SFAS
141). SFAS 141(R) retains the underlying concepts of SFAS 141 in that all
business combinations are still required to be accounted for at fair value under
the acquisition method of accounting but SFAS 141(R) changed the method of
applying the acquisition method in a number of significant aspects. Acquisition
costs will generally be expensed as incurred; noncontrolling interests will be
valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible
asset at the acquisition date, until either abandoned or completed, at which
point the useful lives will be determined; restructuring costs associated with a
business combination will generally be expensed subsequent to the acquisition
date; and changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect income tax
expense. SFAS 141(R) is effective on a prospective basis for all business
combinations for which the acquisition date is on or after the beginning of the
first annual period subsequent to December 15, 2008, with the exception of
the accounting for valuation allowances on deferred taxes and acquired tax
contingencies. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes”
(SFAS 109) such that adjustments made to valuation allowances on deferred taxes
and acquired tax contingencies associated with acquisitions that closed prior to
the effective date of SFAS 141(R) would also apply the provisions of SFAS
141(R). Early adoption is not permitted. Upon adoption, SFAS 141(R) will not
have a significant impact on our consolidated financial position and results of
operations; however, any business combination entered into after the adoption
may significantly impact our financial position and results of operations when
compared to acquisitions accounted for under existing U.S. Generally Accepted
Accounting Principles (GAAP).





In December 2007, the FASB issued SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51.” This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008, with
earlier adoption prohibited. This statement requires the recognition of a
noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. It also amends
certain of ARB No. 51’s consolidation procedures for consistency with the
requirements of SFAS 141(R). This statement also includes expanded disclosure
requirements regarding the interests of the parent and its noncontrolling
interest. We have evaluated this new statement and have determined that the
statement will not have a significant impact on the reporting of our financial
position and results of operations.




17





In December 2007, the Securities
and Exchange Commission (SEC) issued Staff Accounting Bulletin
(SAB) No. 110. This guidance allows companies, in certain
circumstances, to utilize a simplified method in determining the expected term
of stock option grants when calculating the compensation expense to be recorded
under Statement of Financial Accounting Standards
(SFAS) No. 123(R),Share-Based Payment . The simplified method can be used after
December 31, 2007 only if a company’s stock option exercise experience does
not provide a reasonable basis upon which to estimate the expected option term.
Through 2007, we utilized the simplified method to determine the expected option
term, based upon the vesting and original contractual terms of the option. On
January 1, 2008, we began calculating the expected option term based on our
historical option exercise data. We do not anticipate that this change will have
a significant impact on the compensation expense recognized for stock options
granted in 2008.





In March 2008, the FASB issued SFAS
No. 161, “Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133” (SFAS 161). This statement is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an
entity’s derivative instruments and hedging activities and their effects on the
entity’s financial position, financial performance, and cash flows. SFAS 161
applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged
items, bifurcated derivatives, and nonderivative instruments that are designated
and qualify as hedging instruments. Entities with instruments subject to SFAS
161 must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement; however, the new statement will not have an
impact on the determination of our financial results.





In April 2008, the FASB issued FSP No.
FAS 142-3, “Determination of
the Useful Life of Intangible Assets.” This FSP amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
No. 142, “Goodwill and
Other Intangible Assets” (SFAS 142). The objective of this FSP is to
improve the consistency between the useful life of a recognized intangible asset
under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R), and other principles of GAAP. This FSP
applies to all intangible assets, whether acquired in a business combination or
otherwise, and shall be effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those
fiscal years and applied prospectively to intangible assets acquired after the
effective date. Early adoption is prohibited. We have evaluated the new
statement and have determined that it will not have a significant impact on the
determination or reporting of our financial results.





In May 2008, the FASB issued SFAS
No. 162, “The Hierarchy
of Generally Accepted Accounting Principles” (SFAS 162). This statement
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in accordance with GAAP. With the
issuance of this statement, the FASB concluded that the GAAP hierarchy should be
directed toward the entity and not its auditor, and reside in the accounting
literature established by the FASB as opposed to the American Institute of
Certified Public Accountants (AICPA) Statement on Auditing Standards
No. 69, “The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles.” This statement is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board (PCAOB) amendments to
AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” We have evaluated the new statement and have determined that
it will not have a significant impact on the determination or reporting of our
financial results.





In May 2008 the FASB issued FASB Staff
Position (FSP) APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).” APB 14-1 requires the issuer to separately account for the
liability and equity components of convertible debt instruments in a manner that
reflects the issuer’s nonconvertible debt borrowing rate. The guidance will
result in companies recognizing higher interest expense in the statement of
operations due to amortization of the discount that results from separating the
liability and equity components. APB 14-1 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. We are currently evaluating the
impact of adopting APB 14-1 on our consolidated financial
statements.




18





In June 2008, the FASB issued FSP No.
EITF 03-6-1, “Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities”. This FASB Staff Position (FSP) addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore, need to be included in
the earnings allocation in computing earnings per share (EPS) under the
two-class method described in paragraphs 60 and 61 of FASB Statement No. 128,
Earnings per Share. This FSP provides that unvested share-based payment awards
that contain non forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included in
the computation of EPS pursuant to the two-class method. The provisions of FSP
No. 03-6-1 shall be effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those years. All
prior-period EPS data presented shall be adjusted retrospectively (including
interim financial statements, summaries of earnings, and selected financial
data) to conform with the provisions of this FSP. Early application is not
permitted.  The provisions of FSP No. 03-6-1 are effective for our
retroactively in the first quarter ended March 31, 2009. We are currently
assessing the impact of FSP No. EITF 03-6-1 on the calculation and presentation
of earnings per share in its’ consolidated financial statements.





In June 2008, the FASB ratified the
consensus reached on EITF Issue No. 07-05, “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock.” EITF Issue No.
07-05 clarifies the determination of whether an instrument (or an embedded
feature) is indexed to an entity’s own stock, which would qualify as a scope
exception under SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities.” EITF Issue No. 07-05 is effective
for financial statements issued for fiscal years beginning after December 15,
2008. Early adoption for an existing instrument is not permitted. We are
evaluating the impact of the adoption of EITF Issue No. 07-05 on our
consolidated financial statements.





Other accounting standards that have
been issued or proposed by the FASB or other standards-setting bodies that do
not require adoption until a future date are not expected to have a material
impact on the consolidated financial statements upon adoption.





ITEM
7A.              
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not applicable for a smaller reporting
company.





ITEM
8.                 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Please see our Financial Statements
beginning on page F-1 of this annual report.





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





On
December 31, 2007, KMJ Corbin & Company LLP (“Corbin”) advised the SEC that
the firm had resigned as our independent registered public accounting firm,
effective immediately.  The reports of Corbin on our financial statements
for the previous two fiscal years for which Corbin issued reports, for the years
ended December 31, 2005 and December 31, 2004, did not contain an adverse
opinion or a disclaimer of an opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such reports on
our financial statements contained explanatory paragraphs with respect to
uncertainty as to our ability to continue as a going
concern.  Our Board of Directors did not recommend a change in
accountants.





During our then most recent two fiscal
years for which Corbin performed audits on our financial statements and during
the period from December 31, 2005 through December 31, 2007 there were no
disagreements with the Corbin on any matter of accounting principles or
practices financial statements disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Corbin, would have caused
Corbin to make reference to the subject matter of the disagreements in
connection with its report.  During this time period, there were no
“reportable events” as such term is described in Item 304(a)(1)(v) of Regulation
S-K.




19





On May 8, 2009, we entered into a
written engagement letter with Rodefer Moss & Co, PLLC (“Rodefer Moss”) to
become our new independent accountants to audit our consolidated financial
statements for the fiscal years ending December 31, 2006, 2007 and
2008.  Our Board of Directors authorized the engagement of Rodefer
Moss.  During the two most recent fiscal years and through May 8, 2009, we
had not consulted with Rodefer Moss regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements,
and neither a written report nor oral advice was provided to us that Rodefer
Moss concluded was an important factor considered by us in reaching a decision
as to the accounting, auditing or financial reporting issue; or (ii) any matter
that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K or the related instructions thereto) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).





ITEM
9A(T).         CONTROLS AND
PROCEDURES.





Evaluation of Disclosure Controls
and Procedures.  We maintain “disclosure controls and
procedures” as such term is defined in Rule 13a-15(e) under the Exchange
Act.  In designing and evaluating our disclosure controls and
procedures, our management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of disclosure controls and procedures
are met.  Additionally, in designing disclosure controls and
procedures, our management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures.  The design of any disclosure controls and procedures also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.  Based on his
evaluation as of the end of the period covered by this Annual Report on Form
10-K, our Chief Executive Officer who also serves as our principal financial and
accounting officer has concluded that our disclosure controls and procedures
were not effective such that the information relating to our company, required
to be disclosed in our Securities and Exchange Commission reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer, to allow timely decisions
regarding required disclosure.





Our
management concluded that our disclosure controls and procedures were not
effective as a result of a material weakness in our disclosure controls and
procedures. The material weakness identified was that our accounting resources
are not adequate to allow sufficient time to (i) perform a review of the
consolidation and supporting financial statement disclosure schedules
independent of the preparer (ii) adequately prepare for our quarterly reviews
and annual audit and (iii) research all applicable accounting pronouncements as
they relate to our financial statements and underlying disclosures. Inadequate
levels of accounting personnel have also caused us difficulty in filing our
quarterly and annual reports with the Securities and Exchange Commission within
the required time frame.  Due to this material weakness, in preparing
our financial statements for the year ended December 31, 2006 we performed
additional analysis and other post close procedures to ensure that such
financial statements were stated fairly in all material respects in accordance
with U.S. generally accepted accounting principles.  We do not expect
our disclosure controls and procedures to be effective until such time as we
complete an acquisition of an operating company and even then there are no
assurances that our disclosure controls and procedures will be adequate in
future periods.





Changes in Internal Control over
Financial Reporting.There have been no changes in our
internal control over financial reporting during our fourth fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





ITEM
9B.               Other
Information.





None.




20





PART
III





ITEM
10.                DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Executive
officers and directors





Name
                      Age
                      PositionsKen
      Page
                      37
                      Chairman
      of the Board, Chief Executive OfficerBrad
      McNeil
                      42
                      Director





Ken Page.  Mr. Page
has served as Chairman of the Board and Chief Executive Officer of our company
since September 2007.  Prior to joining the company, in 2006 Mr. Page
was an associate broker with No. 1 Quality Realty in Tennessee. From 2002 to
2006, Mr. Page was a programmer with S &S Precision Inc., a Tennessee
manufacturer of industrial molds, tool and die material and packing. Mr. Page
devotes approximately 90% of his time to the business and affairs of our
company.





Brad McNeil.  Mr.
McNeil has been a member of our Board of Directors since October
2007.  Since 2000 Mr. McNeil has been the Plant Manager for Certified
Cylinder, Inc., a Tennessee tank refurbisher.





There are
no family relationships between our officers and directors.  Each
director is elected at our annual meeting of stockholders and holds office until
the next annual meeting of stockholders, or until his successor is elected and
qualified.





Compliance
with Section 16(a) of the Exchange Act





Section 16(a) of theSecurities Exchange Act
of 1934, as amended, requires our executive officers and directors, and persons
who beneficially own more than 10% of a registered class of our equity
securities to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common shares and other equity
securities, on Forms 3, 4 and 5 respectively.  Executive officers,
directors and greater than 10% stockholders are required by the Securities and
Exchange Commission regulations to furnish us with copies of all Section 16(a)
reports they file.  Based on our review of the copies of such forms
received by us, and to the best of our knowledge, all executive officers,
directors and persons holding greater than 10% of our issued and outstanding
stock have filed the required reports in a timely manner during 2006 except as
follows:





•              
Mr. Andy Teng was appointed as an officer on August 10, 2005, and filed a
delinquent Form 3 on March 23, 2006. Mr. Teng also filed a delinquent Form 4 on
March 23, 2006, to report the grant of stock options in connection with his
appointment as our Chief Executive Officer and his receipt of 1,000,000 shares
of our common stock in exchange for the extinguishment of all outstanding debt
we owed to him.





Code
of Ethics and Business Conduct





We have
adopted a code of ethics applicable to our chief executive officer, who is our
principal executive officer, and our chief financial officer, who is our
principal financial and accounting officer. We will provide a copy of the code
of ethics to any person, without charge, upon written request delivered to our
offices We will provide a copy, without charge, to any person desiring a copy of
the code of ethics, by written request to, 649 Sparta Highway, Suite 102,
Crossville, TN  38555.





Committees
of our Board of Directors





Our Board of Directors has not
established any committees, including an Audit Committee, a Compensation
Committee or a Nominating Committee, any committee performing a similar
function. The functions of those committees are being undertaken by Board of
Directors as a whole.  Because we only have two directors, one of
which is not independent, we believe that the establishment of these committees
would be more form over substance.




21





We do not have a policy regarding the
consideration of any director candidates which may be recommended by our
stockholders, including the minimum qualifications for director candidates, nor
has our Board of Directors established a process for identifying and evaluating
director nominees. We have not adopted a policy regarding the handling of any
potential recommendation of director candidates by our stockholders, including
the procedures to be followed.  Our Board has not considered or
adopted any of these policies as we have never received a recommendation from
any stockholder for any candidate to serve on our Board of
Directors.  Given our relative size and lack of directors and officers
insurance coverage, we do not anticipate that any of our stockholders will make
such a recommendation in the near future. While there have been no nominations
of additional directors proposed, in the event such a proposal is made, all
members of our Board will participate in the consideration of director
nominees.





Neither
of our directors is an “audit committee financial expert” within the meaning of
Item 401(e) of Regulation S-K. In general, an “audit committee financial expert”
is an individual member of the audit committee or Board of Directors
who:




•
              understands
      generally accepted accounting principles and financial
      statements,


•
            is
      able to assess the general application of such principles in connection
      with accounting for estimates, accruals and
  reserves,




•
            has
      experience preparing, auditing, analyzing or evaluating financial
      statements comparable to the breadth and complexity to our financial
      statements,




•
              understands
      internal controls over financial reporting,
and
  •
              understands
      audit committee functions.


Our securities are not quoted on an
exchange, however, that has requirements that a majority of our Board members be
independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
“independent” directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.





ITEM
11.                EXECUTIVE
COMPENSATION.





The following table summarizes all
compensation recorded by us in 2006 for our then principal executive officer,
each other executive officer serving as such whose annual compensation exceeded
$100,000, and up to two additional individuals for whom disclosure would have
been made in this table but for the fact that the individual was not serving as
an executive officer of our company at December 31, 2006. The value attributable
to any option awards is computed in accordance with FAS123R.





SUMMARY
      COMPENSATION TABLEName
      and principal
                                                      position(a)
                                                    
                                                    Year
                                                      (b)
                                                    
                                                    Salary
                                                      ($)(c)
                                                    
                                                    
                                                    Bonus
                                                      ($)(d)
                                                    
                                                    
                                                    StockAwards
                                                      ($)(e)
                                                    
                                                    
                                                    OptionAwards
                                                      ($)(f)
                                                    
                                                    
                                                    Non-Equity
                                                      Incentive
      Plan
                                                      Compensation
                                                      ($)(g)
                                                    
                                                    
                                                    Non-qualified
                                                      Deferred
                                                      Compensation
                                                      Earnings
                                                      ($)(h)
                                                    
                                                    
                                                    AllOther
                                                      Compensation
                                                      ($)(i)
                                                    
                                                    
                                                    Total
                                                      ($)(j)Andy
      Teng 1
                                                    
                                                    2006
                                                    
                                                    
                                                    28,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    336,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    364,0002005
                                                    
                                                    
                                                    30,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    92,000
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    
                                                    122,000





1           Mr.
Teng served as our Chief Executive Officer from August 2005 until March
2007.  The value of option awards in 2005 represents the value of
options to purchase 3,000,000 shares of our common stock at an exercise price of
$0.20 per share granted to Mr. Teng which expired in August 2008. The value of
option awards in 2006 represents the value of options to purchase 600,000 shares
of our common stock at an exercise price of $0.20 per share granted to Mr. Teng
which expire in 2009.




22





How
Mr. Teng’s Compensation was Determined





On August 10, 2005, we entered into an
Employment Agreement with Andy Teng whereby Mr. Teng agreed to serve as our
Chief Executive Officer and Chairman of our Board of Directors.  The
Employment Agreement had an initial term of one year and thereafter
automatically was extended for successive one year periods unless notice of
non-renewal was given by either party no later than 30 days prior to the end of
the expiration of each term.  Under the Employment Agreement, Mr. Teng
received an annual salary of $72,000, plus $1,000 per month as an expense
allowance.





In addition, under the Employment
Agreement, Mr. Teng received a grant of an option to purchase 3,000,000 shares
of our common stock at a price of $0.20 per share and the right to receive
future option grants in the aggregate amount of 600,000 shares of our common
stock at a purchase price of $0.50 per share.  Mr. Teng also received
a right to immediately appoint one director to our Board of
Directors.





Employment
Agreement with Mr. Page





Although Mr. Page was not our Chief
Executive Officer during 2006, he is currently serving in such
position.  On September 27, 2007, we entered into an Employment
Agreement with Mr. Page whereby he agreed to serve as our Chief Executive
Officer and Chairman of our Board of Directors. The Employment Agreement has an
initial term of one year and thereafter will automatically be extended for two
year periods unless notice of non-renewal is given by either party no later than
30 days prior to the end of the expiration of each term. Under the Employment
Agreement, Mr. Page receives a monthly salary of $6,000, plus $1,000 per month
as an expense allowance.





In addition, under the Employment
Agreement, after six months of employment, Mr. Page will receive a grant of an
option to purchase 3,000,000 shares of our common stock at a price of $0.20 per
share, which shall vest in six monthly installments from the date of issuance.
Mr. Page also received a right to immediately appoint two directors to our Board
of Directors. Pursuant to the agreement, Mr. McNeil was appointed to our Board
of Directors. Mr. Page does not have any present attention to appoint an
additional director to our Board.





Outstanding
Equity Awards at Fiscal Year-End


The
following table provides information concerning unexercised options, stock that
has not vested and equity incentive plan awards for each named executive officer
outstanding as of December 31, 2006:





OPTION
      AWARDS
                                                  
                                                  STOCK
      AWARDSName(a)
                                                  
                                                  Number
      of
                                                    Securities
                                                    Underlying
                                                    Unexercised
                                                    Options
                                                    (#)
      Exercisable
                                                    (b)
                                                  
                                                  
                                                  Number
      of
                                                    Securities
                                                    Underlying
      Unexercised
                                                    Options
                                                    (#)
      Unexercisable
                                                    (c)
                                                  
                                                  
                                                  Equity
                                                    Incentive
      Plan
                                                    Awards:
      Number
                                                    of
      Securities Underlying Unexercised
                                                    Unearned
      Options
                                                    (#)(d)
                                                  
                                                  
                                                  Option
                                                    Exercise
                                                    Price
                                                    ($)(e)
                                                  
                                                  Option
                                                    Expiration
                                                    Date
                                                    (f)
                                                  
                                                  Number
                                                    of
      Shares
                                                    or
      Units
                                                    of
      Stock
                                                    That
      Have
                                                    Not
      Vested
                                                    (#)(g)
                                                  
                                                  
                                                  Market
      Value
                                                    of
      Shares
                                                    or
      Units
                                                    of
      Stock
                                                    That
      Have
                                                    Not
      Vested
                                                    ($)(h)
                                                  
                                                  
                                                  EquityIncentive
                                                    Plan
      Awards:
                                                    Number
      of
                                                    Unearned
      Shares,
                                                    Units
      or Other
                                                    Rights
      that
                                                    Have
      Not
                                                    Vested
                                                    (#)(i)
                                                  
                                                  
                                                  Equity
      Incentive
                                                    Plan
      Awards:
                                                    Market
      or
                                                    Payout
      Value
                                                    of
      Unearned
                                                    Shares,
      Units
                                                    or
      Other Rights
                                                    That
      Have Not
                                                    Vested
                                                    (#)(j)Andy
      Teng
                                                  
                                                  
                                                  3,600,000
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0.25
                                                  
                                                  08/10/2008
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0




23




Employee
Stock Ownership Plan





On December 1, 1999, we established a
leveraged Employee Stock Ownership Plan (“ESOP”) that covered all employees who
completed 1,000 or more hours of service in a plan year. To establish the plan,
the ESOP borrowed $10,000,000 from Mr. Teng, then our majority stockholder,
which we then used to purchase all of our outstanding preferred stock (a total
of 1,350,000 shares) from Mr. Teng at the then estimated fair value, $7.41 per
share. The preferred stock was convertible into common stock at an exchange rate
of 1 share of preferred stock to 3.12828 shares of common stock, and in
September 2004, the ESOP converted all of its preferred stock to common
stock.  We received no funds from the formation of the ESOP; however,
we were required to record the ESOP’s liability on our books as we had
guaranteed the ESOP debt in accordance with the AICPA’s Statement of Position
(“SOP”) 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” Under
SOP 93-6, we recorded an unearned employee benefit expense related to the cost
basis of unreleased shares, and, as such, we recorded it as a reduction to
stockholders’ equity, “Unearned ESOP shares.”





In the aftermath of a review by the
Pension and Welfare Benefits Administration of the Department of Labor (“DOL”),
in December 2003, Mr. Teng agreed to release the ESOP from its remaining
obligations under the $10.0 million promissory note, thereby releasing us from
our guarantee of the ESOP debt. In connection with Mr. Teng’s release of the
ESOP from its obligations under the promissory note, we eliminated the guarantee
of ESOP loan payable and ESOP interest payable balances against additional
paid-in capital, as this debt release was considered a contribution of capital
to us by Mr. Teng.





In December 2003, since the ESOP was
then under investigation by the DOL Mr. Teng was not able to foreclose on the
unreleased shares upon his release of our obligation under the promissory note,
as was his right under the ESOP agreement. At that time, Mr. Teng notified us
that while he was releasing us from our obligation under the promissory note, he
was not waiving any rights he may have to foreclosure against the unreleased
shares. Although the DOL investigation has been completed, we have not yet
released the shares to the ESOP and Mr. Teng has not yet exercised any right he
may have to foreclose on the unreleased shares. If Mr. Teng is able to foreclose
on the ESOP shares, the value of the unearned ESOP shares will be eliminated
against additional paid-in capital, which will reduce our additional paid-in
capital balance by approximately $6,207,000, with no net change to our
stockholders’ deficit.  In the event a terminated ESOP participant
desires to sell his or her shares of our common stock, or for certain employees
who elect to diversify their account balances, we may be required to purchase
the shares from the participant at their fair market value.  During
2006 we did not purchase any stock from ESOP participants nor did we have any
obligation to do so at any time during this period.





2004
Stock Incentive Plan





On March 22, 2004 our Board of
Directors adopted, subject to stockholder approval, the 2004 Stock Incentive
Plan (the “2004 Plan”). The 2004 Plan was approved by our stockholder in May
2004.  No award could be granted under the 2004 Plan subsequent to the
10th anniversary of the date on which the plan was approved by our stockholders.
The number of shares of our common stock available for issuance under the 2004
Plan was 3,500,000. At each of December 31, 2006 and June 30, 2009 there were
outstanding options to purchase 17,701,401 and 18,813,612 shares of our common
stock, respectively, at exercise prices ranging from $0.20 to $1.50 and $0.18 to
$0.56, respectively.





Compensation
of Directors





We have
not established standard compensation arrangements for our directors and the
compensation, if any, payable to each individual for their service on our Board
will be determined from time to time by our Board of Directors based upon the
amount of time expended by each of the directors on our behalf.  None
of our directors received compensation for services for the year ended December
31, 2006.




24





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





At August
4, 2009, we had 32,223,975 shares of our common stock issued and outstanding.
The following table sets forth information regarding the beneficial ownership of
our common stock as of August 4, 2009 by:





•
            each person known by us to be the
      beneficial owner of more than 5% of our common
    stock;


•
            each of our
      directors;


•
            each of our named executive
      officers; and


•
            our named executive officers,
      directors and director nominees as a
  group.





Unless otherwise indicated, the
business address of each person listed is in care of 649 Sparta Highway, Suite
102, Crossville, TN  38555. The percentages in the table have been
calculated on the basis of treating as outstanding for a particular person, all
shares of our common stock outstanding on that date and all shares of our common
stock issuable to that holder in the event of exercise of outstanding options,
warrants, rights or conversion privileges owned by that person at that date
which are exercisable within 60 days of that date. Except as otherwise
indicated, the persons listed below have sole voting and investment power with
respect to all shares of our common stock owned by them, except to the extent
that power may be shared with a spouse.





Name
      of Beneficial Owner
                        
                        Amount
      and Nature of Beneficial Ownership
                        
                        
                        %
      of ClassKen Page 1
                        
                        
                        3,000,000
                        
                        
                        
                        8.5
                        %Brad
      McNeil
                        
                        
                        0
                        
                        
                        
                        n/aAll officers and
      directors as a group (two persons)1
                        
                        
                        3,000,000
                        
                        
                        
                        8.5
                        %





1           The
number of shares beneficially owned by Mr. Page includes options to purchase
3,000,000 shares of our common stock with an exercise price of $0.20 per
share.





ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





On August 11, 2006, we issued Mr. Andy
Teng, then our Chief Executive Officer, a promissory note in connection with a
loan of $40,000 from Mr. Teng to us. The note bore interest at a rate of 6% per
annum and was due on September 7, 2006. On July 18, 2006, we entered into an
additional promissory note with Mr. Teng, pursuant to which Mr. Teng loaned us
an additional $10,000. The second note bore interest at a rate of 8% per annum
and is was due on February 23, 2007.  On October 14, 2006, we entered
into a third promissory note with Mr. Teng, pursuant to which Mr. Teng loaned us
additional $20,000. The third note bore interest at a rate of 8% per annum and
was due on February 23, 2007.  During 2007 we issued Mr. Teng 358,000
shares of common stock in exchange for $84,278 payable to a related party
referred to above and $79,000 in unpaid compensation.





On March 8, 2006, we entered into a
definitive merger agreement with Protron Digital Corporation, a consumer
electronics company focused on the manufacture and sale of home entertainment
systems. Under the terms of the merger agreement, Protron would continue as the
surviving entity as a wholly-owned subsidiary of our company.  Protron
was a privately held company, of which one of its principal owners was Leo Chen,
then a member of our board of directors.  The terms of the merger
agreement required that all conditions to closing be satisfied and the merger
completed by December 31, 2006.  On September 6, 2006, we delivered a
notice of termination of the merger agreement to Protron due to our
determination that Protron had breached certain covenants of the merger
agreement, including the failure to timely deliver audited financial statements.
Pursuant to the terms of the merger agreement, the termination of the agreement
was effective on September 11, 2006 and we did not incur any material penalties
in connection with the termination of the merger agreement. On September 7,
2006, we received correspondence from Protron disputing our contention that
Protron breached the merger agreement and notifying us Protron was also seeking
to terminate the merger agreement.  We have not been contacted further
on this matter.




25





Director
Independence





Mr. McNeil is considered “independent”
within the meaning of FINRA Marketplace Rule 4200.








ITEM
14.                PRINCIPAL
ACCOUNTING FEES AND SERVICES.





Rodefer Moss served as our independent
registered public accounting firm for 2006 and Corbin served as our independent
registered public accounting firm for 2005.  The following table shows
the fees that were billed for the audit and other services provided by such firm
for 2006 and 2005.


2006
                      
                      
                      2005Audit
      Fees
                      
                      $
                      16,500
                      
                      
                      $
                      84,765Audit-Related
      Fees
                      
                      
                      0
                      
                      
                      
                      0Tax
      Fees
                      
                      
                      0
                      
                      
                      
                      0All
      Other Fees
                      
                      
                      0
                      
                      
                      
                      0Total
                      
                      $
                      16,500
                      
                      
                      $
                      84,765


Audit Fees — This category
includes the audit of our annual financial statements, review of financial
statements included in our Quarterly Reports on Form 10-Q and services that are
normally provided by the independent registered public accounting firm in
connection with engagements for those fiscal years. This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.
 
 Audit-Related Fees — This
category consists of assurance and related services by the independent
registered public accounting firm that are reasonably related to the performance
of the audit or review of our financial statements and are not reported above
under “Audit Fees.” The services for the fees disclosed under this category
include consultation regarding our correspondence with the Securities and
Exchange Commission and other accounting consulting.
 
 Tax Fees — This category
consists of professional services rendered by our independent registered public
accounting firm for tax compliance and tax advice. The services for the fees
disclosed under this category include tax return preparation and technical tax
advice.
 
 All Other Fees — This
category consists of fees for other miscellaneous items.


Our Board of Directors has adopted a
procedure for pre-approval of all fees charged by the our independent registered
public accounting firm.  Under the procedure, the Board approves the
engagement letter with respect to audit, tax and review
services.  Other fees are subject to pre-approval by the Board, or, in
the period between meetings, by a designated member of Board.  Any
such approval by the designated member is disclosed to the entire Board at the
next meeting.  The audit and tax fees paid to the auditors with
respect to 2007 were pre-approved by the entire Board of Directors.




26





ITEM
15.                EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.





Exhibit
      No.
              Description3.1
              Restated
      Certificate of Incorporation (1)3.2
              Certificate
      of Designation of Series A Preferred Stock (2)3.2
              Amended
      and Restated By-Laws (2)4.1
              Specimen
      stock certificate for common stock (2)4.2
              Warrant
      issued on November 29, 2004 to Laurus Master Fund, Ltd.
  (1)4.3
              Convertible
      Promissory Note dated April 1, 2005 issued to Alloy Marketing and
      Promotions, LLC (3)4.4
              Form
      of convertible promissory note issued to Mr. L.E. Smith in September 2005
      (4)4.5
              Form
      of common stock purchase warrant issued to Mr. L.E. Smith in connection
      with convertible promissory note (4)4.6
              Form
      of $250,000 principal amount 7.5% convertible promissory note issued to
      Mr. Dan Page in April 2007 (9)4.7
              Form
      of warrant issued to Mr. Dan Page in connection with $250,000 principal
      amount 7.5% convertible promissory note issued in April 2007
      (9)4.8
              Amendment
      to Convertible Line of Credit Note (10)10.1
              2004
      Stock Incentive Plan (2)10.2
              Form
      of registration rights agreement in favor of Mr. L.E. Smith
      (4)10.3
              Merger
      Agreement, dated March 8, 2006, by and among Digital Lifestyles Group,
      Inc., Protron Acquisition, Inc., Protron Digital Corporation, Leo Chen and
      Alex Chung (5)10.4
              Form
      of Registration Rights Agreement with Laurus Master Fund, Ltd.
      (1)10.5
              Employment
      Agreement with Andy Teng (7)10.6
              Promissory
      Note dated August 7, 2006 in the principal amount of $40,000 to Andy Teng
      (8)10.7
              Form
      of Registration Rights Agreement $250,000 principal amount 7.5%
      convertible promissory note issued in April 2007 (9)10.8
              Employment
      Agreement with Ken Page (10)21.1
              Subsidiaries
      of the registrant *31.1
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer
    *31.2
              Rule
      13a-14(a)/15d-14(a) Certification of principal financial and accounting
      officer *32.1
              Section
      1350 Certification of Chief Executive Officer and principal financial and
      accounting officer *





*           filed
herewith.





(1)
              Incorporated
      by reference to the Annual Report on Form 10-K for the year ended December
      31, 2004.(2)
              Incorporated
      by reference to the Annual Report on Form 10-K for the year ended December
      31, 2003.(3)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on April 7,
      2005.(4)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on October 4,
      2005.(5)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on March 13,
      2006.(6)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on September 15,
      2004.(7)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on August 5,
      2005.(8)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on August 14,
      2006.(9)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on April 26,
      2007.(10)
              Incorporated
      by reference to the Current Report on Form 8-K as filed on October 9,
      2007.





27





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Digital
      Lifestyles Group Inc.August 13,
      2009
                  By: /s/Ken
      PageKen
      Page, Chief Executive
Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.








Name
                        
                        Positions
                        
                        Date/s/Ken
      Page
                          Ken
      Page
                        
                        Chief
      Executive Officer, Chief Financial Officer, President, Secretary,
      Treasurer, director, principal executive officer and principal financial
      and accounting officer
                        
                        August 13,
      2009/s/ Brad
      McNeil
                          Brad McNeil
                        
                        Director
                        
                        August
      13,
2009





28


TABLE
      OF CONTENTSReports
      of Independent Registered Public Accounting Firms
              F-2-3Financial
      Statements:Consolidated
      Balance Sheets
              
              
              F-4Consolidated
      Statements of Operations
              
              F-5Consolidated
      Statements of Changes in Shareholders' Equity (Deficit)
              F-6Consolidated
      Statements of Cash Flows
              
              F-7Notes
      to Consolidated Financial Statements
              F-8




F-1




Board of
Directors and Stockholders
 Digital
Lifestyles Group, Inc.
 
 We have
audited the accompanying consolidated balance sheet of Digital Lifestyles Group,
Inc. as of December 31, 2006 and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year ended
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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal controls over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, evaluating principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of December 31, 2006, and the results of its operations and cash flows for the
year ended December 31, 2006, in conformity with accounting principles generally
accepted in the United States.
 
 The
accompanying consolidated financial statements have been prepared assuming that
Digital Lifestyles Group, Inc. will continue as a going concern. As more fully
described in Note 1, the Company has incurred recurring operating losses and
will have to obtain additional financing to sustain operations. These conditions
raise 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 to reflect the
possible effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.
 
 
 /s/
RodeferMoss & Co, PLLC
 Certified
Public Accountants
 
 Knoxville,
Tennessee
 August
11, 2009




F-2




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Shareholders of Digital Lifestyles Group, Inc. and
subsidiaries
  We have
audited the accompanying consolidated balance sheet of Digital Lifestyles Group,
Inc. and subsidiaries (the “Company”) as of December 31, 2005 and the related
consolidated statements of operations, stockholders’ deficit and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Digital Lifestyles Group,
Inc. and subsidiaries as of December 31, 2005 and the results of their
operations and their cash flows for the year then ended, 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. The Company incurred a net loss
and had negative cash flows from operations during 2005, had a working capital
deficit at December 31, 2005, and as more fully disclosed in Note 1, was in
default under its existing credit and loan agreements and ceased operations
during 2005. These matters raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans regarding these matters are
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
  /s/ KMJ
Corbin & Company LLP
  Irvine,
California June 12, 2006







F-3




DIGITAL
      LIFESTYLES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSDecember
      31, 2006 and 2005(In
      thousands)ASSETS2006
                                    
                                    
                                    2005CURRENT
      ASSETSCash
      and cash equivalents
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    62Accounts
      receivable (net of allowance for doubtful accountsof
      $0)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    116TOTAL
      CURRENT ASSETS
                                    
                                    
                                    -
                                    
                                    
                                    
                                    178$
                                    -
                                    
                                    
                                    $
                                    178LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                                    
                                    $
                                    6,443
                                    
                                    
                                    $
                                    6,502Liquidated
      damages payable
                                    
                                    
                                    2,436
                                    
                                    
                                    
                                    -Accrued
      expenses
                                    
                                    
                                    482
                                    
                                    
                                    
                                    252Convertible
      notes payable, net of debt discount
                                    
                                    
                                    3,269
                                    
                                    
                                    
                                    3,032TOTAL
      CURRENT LIABILITIES
                                    
                                    
                                    12,630
                                    
                                    
                                    
                                    9,786Note
      payable to related party
                                    
                                    
                                    84
                                    
                                    
                                    
                                    -Derivitave
      and warrant liabilities
                                    
                                    
                                    1,258
                                    
                                    
                                    
                                    6,186Total
      Liabilities
                                    
                                    
                                    13,972
                                    
                                    
                                    
                                    15,972STOCKHOLDERS'
      DEFICITCommon
      stock, $.03 par value: 50,000 shares authorized,32,866
      shares issued and outstanding
                                    
                                    
                                    986
                                    
                                    
                                    
                                    986Additional
      paid-in capital
                                    
                                    
                                    15,816
                                    
                                    
                                    
                                    15,388Accumulated
      deficit
                                    
                                    
                                    (24,567
                                    )
                                    
                                    
                                    (25,961
                                    )(7,765
                                    )
                                    
                                    
                                    (9,587
                                    )Less:
      Unearned ESOP shares
                                    
                                    
                                    (6,207
                                    )
                                    
                                    
                                    (6,207
                                    )Total
      stockholders' deficit
                                    
                                    
                                    (13,972
                                    )
                                    
                                    
                                    (15,794
                                    )Total
      liabilities and stockholders' deficit
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    178


See
accompanying notes to consolidated financial statements
  F-4




DIGITAL
      LIFESTYLES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the Years ended December 31, 2006 and 2005(In
      thousands, except per share data)2006
                                                
                                                
                                                2005Net
      sales
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                470Cost
      of sales
                                                
                                                
                                                -
                                                
                                                
                                                
                                                450GROSS
      PROFIT
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                20OPERATING
      EXPENSES
                                                
                                                
                                                748
                                                
                                                
                                                
                                                2,563Operating
      loss
                                                
                                                
                                                (748
                                                )
                                                
                                                
                                                (2,543
                                                )OTHER
      INCOME (EXPENSE)Interest
      expense
                                                
                                                
                                                (416
                                                )
                                                
                                                
                                                (1,529
                                                )Liquidation
      damages
                                                
                                                
                                                (2,435
                                                )Change
      in fair value of derivative and warrant liabilities
                                                
                                                
                                                4,928
                                                
                                                
                                                
                                                (1,297
                                                )Loss
      on disposal of assets
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (4,553
                                                )Gain
      on debt settlement
                                                
                                                
                                                52
                                                
                                                
                                                
                                                1,115Other,
      net
                                                
                                                
                                                
                                                13
                                                
                                                
                                                
                                                193TOTAL
      OTHER INCOME (EXPENSE)
                                                
                                                
                                                2,142
                                                
                                                
                                                
                                                (6,071
                                                )INCOME
      (LOSS) BEFORE INCOME TAXES
                                                
                                                
                                                1,394
                                                
                                                
                                                
                                                (8,614
                                                )INCOME
      TAX EXPENSEProvision
      for income taxes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                16NET
      INCOME (LOSS)
                                                
                                                $
                                                1,394
                                                
                                                
                                                $
                                                (8,630
                                                )Basic
      income (loss) per share
                                                
                                                $
                                                0.04
                                                
                                                
                                                $
                                                (0.23
                                                )Diluted
      income (loss) per share
                                                
                                                $
                                                0.04
                                                
                                                
                                                $
                                                (0.23
                                                )Weighted
      average shares of common stock outstanding:Basic
                                                
                                                
                                                
                                                32,866
                                                
                                                
                                                
                                                37,213Diluted
                                                
                                                
                                                
                                                38,190
                                                
                                                
                                                
                                                37,213






See
accompanying notes to consolidated financial statements




F-5




DIGITAL
      LIFESTYLES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICITFor
      the years ended December 31, 2006 and 2005(In
      thousands)Additional
                      
                      
                      UnearnedCommon
      Stock
                      
                      
                      Paid-In
                      
                      
                      ESOP
                      
                      
                      AccumulatedShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Shares
                      
                      
                      Deficit
                      
                      
                      TotalBalance,
      January 1, 2005
                      
                      
                      37,648
                      
                      
                      $
                      1,130
                      
                      
                      $
                      14,204
                      
                      
                      $
                      (6,207
                      )
                      
                      $
                      (17,331
                      )
                      
                      $
                      (8,204
                      )Conversion
      of debtowed
      to shareholder
                      
                      
                      1,000
                      
                      
                      
                      30
                      
                      
                      
                      974
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,004Common
      stock returned toCompany
      by shareholders
                      
                      
                      (5,858
                      )
                      
                      
                      (176
                      )
                      
                      
                      176
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Exercise
      of warrantsby
      holders
                      
                      
                      76
                      
                      
                      
                      2
                      
                      
                      
                      34
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      36Net
      Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (8,630
                      )
                      
                      
                      (8,630
                      )Balance,
      December 31, 2005
                      
                      
                      32,866
                      
                      
                      
                      986
                      
                      
                      
                      15,388
                      
                      
                      
                      (6,207
                      )
                      
                      
                      (25,961
                      )
                      
                      
                      (15,794
                      )Issuance
      of optionsto
      employees
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      428
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      428Net
      Income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,394
                      
                      
                      
                      1,394Balance,
      December 31, 2006
                      
                      
                      32,866
                      
                      
                      $
                      986
                      
                      
                      $
                      15,816
                      
                      
                      $
                      (6,207
                      )
                      
                      $
                      (24,567
                      )
                      
                      $
                      (13,972
                      )


See
accompanying notes to consolidated financial statements
  F-6




DIGITAL
      LIFESTYLES GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the years ended December 31, 2006 and 2005(In
      thousands)2006
                                
                                
                                2005Cash
      flows from operating activities:Net
      income (loss)
                                
                                $
                                1,394
                                
                                
                                $
                                (8,630
                                )Adjustments
      to reconcile net income (loss) to net cashused
      in operating activitiesAmortization
      and depreciation
                                
                                
                                -
                                
                                
                                
                                113Gain
      on debt settlement
                                
                                
                                (52
                                )
                                
                                
                                (1,115
                                )Change
      in fair value of derivative and warrant liabilities
                                
                                
                                (4,928
                                )
                                
                                
                                1,297Stock-based
      compensation
                                
                                
                                428
                                
                                
                                
                                -Stock
      and stock rights issued for services
                                
                                
                                -
                                
                                
                                
                                21Amortization
      of debt discount and issuance costs
                                
                                
                                62
                                
                                
                                
                                1,306Loss
      on disposal of Assets
                                
                                
                                -
                                
                                
                                
                                4,553Changes
      in operating assets and liabilities:Accounts
      receivable
                                
                                
                                116
                                
                                
                                
                                2,041Inventories
                                
                                
                                -
                                
                                
                                
                                1,262Prepaid
      expenses and other current assets
                                
                                
                                -
                                
                                
                                
                                218Other
      assets
                                
                                
                                -
                                
                                
                                
                                98Accounts
      payable
                                
                                
                                (7
                                )
                                
                                
                                (962
                                )Liquidating
      damages payable
                                
                                
                                2,435
                                
                                
                                
                                -Accrued
      expenses
                                
                                
                                231
                                
                                
                                
                                (651
                                )Net
      cash used in operating activities
                                
                                
                                (321
                                )
                                
                                
                                (449
                                )Cash
      flows from investing activities:Proceeds
      from sale of fixed assets
                                
                                
                                -
                                
                                
                                
                                1,063Purchase
      of equipment and software development costs
                                
                                
                                -
                                
                                
                                
                                (148
                                )Net
      cash provided by investing activities
                                
                                
                                -
                                
                                
                                
                                915Cash
      flows from financing activities:Proceeds
      from convertible note payable, net of issuance costs
                                
                                
                                259
                                
                                
                                
                                375Sale
      of common stock and exercise of warrantsnet
      of issuance costs
                                
                                
                                -
                                
                                
                                
                                36Payments
      on notes payable
                                
                                
                                -
                                
                                
                                
                                (1,281
                                )Net
      cash provided (used) by financing activities
                                
                                
                                259
                                
                                
                                
                                (870
                                )Net
      Change in cash and cash equivalents
                                
                                
                                (62
                                )
                                
                                
                                (404
                                )Cash
      and cash equivalents, beginning of year
                                
                                
                                62
                                
                                
                                
                                466Cash
      and cash equivalents, end of year
                                
                                $
                                -
                                
                                
                                $
                                62


See
accompanying notes to consolidated financial statements
  F-7


DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2006 and 2005
 
 NOTE
1 - ORGANIZATION AND BASIS OF PRESENTATION
 
 The
accompanying consolidated financial statements include the accounts of Digital
Lifestyles Group, Inc. ("Digital" "we," "our," "us," or the "Company") (formerly
Northgate Innovations, Inc. or "Northgate") and Digital's wholly owned
subsidiaries. All significant intercompany transactions have been
eliminated.
 
 In late
2004, we focused our resources on the development, marketing and sale of our
then-new hip-eTM brand product line, which was designed and targeted to the teen
market. In April 2005, we received notice from Microsoft Corporation
("Microsoft") that it had terminated our license to use its proprietary
Windows(R) operating system, due to our failure to make required royalty
payments. Due to the loss of the license, we were unable to ship our products,
the majority of which use Microsoft's proprietary Windows(R) operating system
and as a result we were unable to fill any orders for our hip-eTM brand desktop
computers.
 
 As we
lacked sufficient funds required to renew our license with Microsoft and were
unable to distribute or sell our products, our management team decided to cease
all ongoing operations, except for operations related to helping our secured
creditor, Laurus Master Fund, Ltd. ("Laurus"), liquidate their collateral. As a
result of the liquidation effort, the Company generated cash to repay $1,063,000
of the outstanding principal owed to Laurus during 2005, resulting in a loss on
disposition of assets of $4,553,000.
 
 As of
December 31, 2006, we continued to have no business operations. Currently, we
have approximately $2.0 million of secured debt and approximately $10
million in unsecured liabilities, virtually all of which is past due, and we
have no assets. During the fiscal year ended December 31, 2006, we incured
operating costs of approximately $.8 million for office space, utilities,
employee compensation, costs of maintaining the business as a public entity,
professional expenses (including legal and accounting fees) related to
negotiating a business combination and bringing the Company current in its SEC
filings, interest, liquidating damages and insurance.
  Our current business objective is to investigate and,
if such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal
business objective is to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
 
 We do not
currently engage in any business activities and do not have any cash resources.
As such, the costs of investigating and analyzing business combinations will be
paid through either funds advanced by Mr. Page, our sole officer and director,
or funds borrowed from his father, an existing debt holder of our
company.  We also anticipate incurring costs related to the filing of
quarterly, annual and other reports with the Securities and Exchange Commission
and costs relating to consummating an acquisition.  We do not have any
firm commitments, however, for the provision of any additional capital to our
company to fund these costs.
  Due to
the insolvency stemming from our lack of operations, severe shortage of capital,
significant debt, and our default under existing credit and loan agreements, we
may not be able to arrange for debt or equity financing from third parties on
favorable terms, or at all.
  F-8
 
 DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 USE OF
ESTIMATES
 
 The
preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us 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 consolidated financial statements and the recorded amount of
revenues and expenses during the reporting periods. On an on-going basis, we
evaluate our estimates including but not limited to, those related to (i)
valuation of derivative instruments, (ii) fair value of stock transactions,
and  (iii) deferred tax asset valuation allowances. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis of making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions, and such differences
may be material to the consolidated financial statements.
 
 CASH AND CASH
EQUIVALENTS
 
 Cash and
cash equivalents consist of cash on hand, cash on deposit and all highly liquid
investments with original maturities at the date of purchase less than three
months. Cash equivalents consist primarily of cash deposited in money market
accounts. While our cash and cash equivalents are on deposit with high quality
financial institutions, at times deposits may exceed federally insured limits.
We have not experienced any losses in such accounts.
 
 FAIR VALUE OF FINANCIAL
INSTRUMENTS
 
 It is not
practicable to estimate the fair value of our liabilities because there is no
established market for these instruments as we do not currently have the
resources to settle them and it is inappropriate to estimate future cash flows,
which are largely dependent on the need for additional capital.
 
 EQUIPMENT
 
 As a
result of our shut down of operations in the second quarter of 2005, we wrote
down equipment balances to the amounts ultimately realized upon their
liquidation. We have no equipment as of December 31, 2006.
 
 CONCENTRATIONS
 
 There are
no financial instruments that potentially subject us to a concentration of
credit risk. Due to the shutdown of business operations in the second quarter of
2005, we have no cash and no accounts receivable as of December 31,
2006.
  F-9
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 We had a
nonexclusive licensing agreement with Microsoft for various operating system and
application software for which we were obligated to pay Microsoft a licensing
fee. Microsoft terminated this license in April 2005 due to the Company's
failure to pay outstanding licensing fees totaling $1,377,895 at December 31,
2006 and 2005, respectively.
 
 DERIVATIVE FINANCIAL
INSTRUMENTS
 
 Our
derivative financial instruments consist of embedded and free-standing
derivatives related to Laurus notes entered into on November 30, 2004 and the
Alloy note (see Note 3). The embedded derivatives include the conversion
features, and liquidated damages clauses in the registration rights agreement.
In addition, under the provisions of Emerging Issues Task Force ("EITF") Issue
No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock," the Company is required to
classify certain other non-employee stock options and warrants (free-standing
derivatives) as liabilities. The accounting treatment of derivative financial
instruments requires that the Company record the derivatives and related
warrants at their fair values as of the inception date of the agreement and at
fair value as of each subsequent balance sheet date. The fair value of all
derivatives at December 31, 2006 totaled approximately $1.3 million. Any change
in fair value of these instruments will be recorded as non-operating, non-cash
income or expense at each reporting date. If the fair value of the derivatives
is higher at the subsequent balance sheet date, the Company will record a
non-operating, non-cash charge. If the fair value of the derivatives is lower at
the subsequent balance sheet date, the Company will record non-operating,
non-cash income. At December 31, 2006 derivatives were valued primarily using
the Black-Scholes Option Pricing Model with the following assumptions: dividend
yield of 0%, annual volatility of 27% - 364%, risk free interest rate of 2.11% -
4.83%, and expected life of 3-10 years. At December 31, 2005 derivatives were
valued primarily using the Black-Scholes Option Pricing Model with the following
assumptions: dividend yield of 0%, annual volatility of 212% - 364%, risk free
interest rate of 2.11% - 4.39%, and expected life of 3-10 years.
 
 The
derivatives are classified as long-term liabilities.
 
 For the
years ended December 31, 2006 and 2005, the net increase (decrease) in the
derivative and warrant liabilities was approximately $(4,298,000) and
$1,297,000, respectively, which are recorded as components of other income
(expense) in the accompanying consolidated statements of
operations.
 
 REVENUE
RECOGNITION
 
 We ceased
all operations in April 2005 and have no current revenues.
  F-10
 
 DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 MERCHANDISE RETURN AND
WARRANTY POLICY
 
 We
provided warranties for our products for one year following the date of sale.
The majority of the products used in the production of our computers are covered
by the original manufacturer's warranties, which are generally one to three
years. Other products that we sold are covered by the third-party manufacturer's
warranty. We provided allowances for estimated future returns and product
warranty (included in accrued liabilities) to the customer based on historical
experience.
 
 While
certain of the products we sold are covered by third-party manufacturer's
warranties, we may have products returned by customers the costs of which we may
not be able to recover from the manufacturer. Returns of this nature have been
immaterial in the past; however, should actual product failure rates increase,
or if the manufacturers go out of business or refuse to honor their warranty
obligations, we may be forced to cover these warranty costs and the costs may
differ from our estimates.
 
 INCOME
TAXES
 
 We follow
the provisions of SFAS No. 109, "Accounting for Income Taxes," which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements and
tax returns. Deferred tax assets and liabilities are determined based upon the
difference between the financial statement and tax bases of assets and
liabilities, using the enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is provided when it
is more likely than not that deferred tax assets will not be
realized.
 
 STOCK-BASED
COMPENSATION
 
 At
December 31, 2006, we had one stock-based compensation plan. Prior to January 1,
2006, we accounted for options granted to employees under this and previous
plans under the recognition and measurement provisions of Accounting Principles
Board ("APB") Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and
related interpretations, as permitted by SFAS No. 123, ACCOUNTING FOR STOCK
BASED COMPENSATION. No stock-based employee compensation cost was recognized in
the statement of operations for the year ended December 31, 2005, as all options
granted under this plan had an exercise price equal to or greater than the
market value of the underlying common stock on the date of grant.
 
 Effective
January 1, 2006, we adopted the fair value recognition provisions of SFAS No.
123(R), SHARE BASED PAYMENT, using the modified-prospective transition method.
Under this transition method, compensation cost recognized in the year ended
December 31, 2006 includes: (a) compensation cost for all share-based payments
granted and not yet vested prior to January 1, 2006, based on the
grant
  F-11
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 date fair
value estimated in accordance with the original provisions of SFAS No. 123, and
(b) compensation cost for all share-based payments granted subsequent to
December 31, 2005 based on the grant-date fair value estimated in accordance
with the provisions of SFAS No. 123(R). Results for prior periods have not been
restated. Since stock-based compensation expense recognized in the statement of
operations for the year ended December 31, 2006 is based on awards ultimately
expected to vest, the compensation expense has been reduced for estimated
pre-vesting forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at
the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. We estimated forfeitures to be 0% of
the options issued.
 
 401(k)
PLAN
 
 Prior to
June 30, 2005 we offered a 401(k) plan that covered all full time employees who
were not covered by a collective bargaining agreement. Employees were eligible
for the plan following one year of service. We made matching contributions to
participants equal to 50% of the first 6% of the employee's contribution through
June 2001. Expenses relating to the 401(k) plan was $0 for the years ended
December 31, 2006 and 2005, respectively.
 
 Effective
June 30, 2005, we discontinued our 401(k) plan and all participant accounts
became fully vested and were liquidated.
 
 NET LOSS PER
SHARE
 
 Basic net
loss per share excludes dilution and is computed by dividing net loss by the
weighted average number of common shares outstanding during the reported
periods. Diluted net loss per share reflects the potential dilution that could
occur if other commitments to issue common stock were exercised.
 
 Since we
reported losses for 2005, basic and diluted weighted average shares are the same
for that year, as the effect of potentially dilutive shares totaling 10,454,000
are anti-dilutive and thus not included in the diluted loss per share
calculation at December 31, 2005.
 
 The
company’s potentially dilutive securities consist of options & warrants as
well as convertible debt. For the year December 31, 2006, approximatley 147,000
options & warrants are dilutive, under the provisions of SFAS 128, since,
for all other issuances, the average market price of the common stock during the
period was less than the exercise price of the options or warrants (they were
“out of the money”).
 
 The
company’s convertible debt consists of notes payable which are considered
dilutive whenever their interest (net of tax and nondiscretionary adjustments)
per common share obtainable on conversion is less
  F-12
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 than
basic EPS. For 2006, approximately 5,186,000 convertible shares were included in
the denominator and earnings were adjusted by about 334,000 shares for the
effects of convertible securities.
 
 PRODUCT
LICENSES
 
 From time
to time, we receive notices from companies and individuals asserting exclusive
patent, copyright, trademark or other intellectual property rights to
technologies or marks that are important to the technology industry and/or our
business. We evaluate each claim relating to its products and, if appropriate,
seek a license to use the protected technology. The licensing agreements
generally do not require
the licensor to assist us in duplicating its patented technology nor do these
agreements protect us from trade secret, copyright or other violations by us, or
our suppliers in developing or selling these products. Liabilities are recorded
when claims asserted are probable and such costs to the Company can be
estimated. No such costs have been recorded during the years ended December 31,
2006.
 
 RECENT ACCOUNTING
PRONOUNCEMENTS
  In
December 2004, the FASB issued SFAS No. 123 (revised 2004), “Shared-Based
Payment” (“SFAS 123R), which replaces SFAS No. 123, “Accounting for
Stock-Based Compensation,” (SFAS 123”) and supersedes APB Opinion N0. 25,
“Accounting for Stock Issued to Employees” which we adopted in 2006 using the
prospective method of transition as described therein. SFAS 123R requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values and
requires a modified prospective application method of adoption. Under this
method, the provisions of SFAS 123R will be applied prospectively to new awards
granted on or after the date of adoption. In addition, compensation cost is
required to be recognized over the remaining vesting period for the unvested
portion of outstanding awards granted prior to the adoption date.
  In July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement 109” (“FIN 48”), which
clarifies the accounting for uncertainty in tax positions taken or expected to
be taken in a tax return, including issues relating to financial statement
recognition and measurement. FIN 48 provides that the tax effects from an
uncertain tax position can be recognized in the financial statements only if the
position is “more-likely-than-not” to be sustained if the position were to be
challenged by a taxing authority. The assessment of the tax position is based
solely on the technical merits of the position, without regard to the likelihood
that the tax position may be challenged. If an uncertain tax position meets the
“more-likely-than-not” threshold, the largest amount of tax benefit that is more
than 50 percent likely to be recognized upon ultimatesettlement with the taxing
authority, is recorded. The provisions of FIN 48 will be effective for fiscal
years beginning after December 15, 2006, with the cumulative effect of the
change in accounting principle recorded as an adjustment to opening retained
earnings. Consistent with the requirements of
  F-13
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
  FIN 48,
we will adopt FIN 48 on January 1, 2007. Adoption of FIN 48 is not expected to
have a material impact on our results of operations or financial
position.
  In
September 2006, the FASB issued Statement No. SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”), a standard that provides enhanced guidance for using
fair value to measure assets and liabilities. SFAS 157 also responds to
investors’ requests for expanded information about the extent to which companies
measure assets and liabilities at fair value, the information used to measure
fair value, and the effect of fair value measurements on earnings. SFAS 157
applies whenever other standards require (or permit) assets or liabilities to be
measured at fair value. SFAS 157 does not expand the use of fair value in any
new circumstances. SFAS 157 establishes a fair value hierarchy that prioritizes
the information used to develop fair value assumptions. SFAS 157 is effective
for fiscal years and interim periods beginning after November 15, 2007. We
have not yet determined the impact on our financial statements of adopting SFAS
157 effective January 1, 2008.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business
Combinations” (SFAS 141). SFAS 141(R) retains the underlying concepts of SFAS
141 in that all business combinations are still required to be accounted for at
fair value under the acquisition method of accounting but SFAS 141(R) changed
the method of applying the acquisition method in a number of significant
aspects. Acquisition costs will generally be expensed as incurred;
noncontrolling interests will be valued at fair value at the acquisition date;
in-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date, until either
abandoned or completed, at which point the useful lives will be determined;
restructuring costs associated with a business combination will generally be
expensed subsequent to the acquisition date; and changes in deferred tax asset
valuation allowances and income tax uncertainties after the acquisition date
generally will affect income tax expense. SFAS 141(R) is effective on a
prospective basis for all business combinations for which the acquisition date
is on or after the beginning of the first annual period subsequent to
December 15, 2008, with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends
SFAS No. 109, “Accounting for Income Taxes” (SFAS 109) such that
adjustments made to valuation allowances on deferred taxes and acquired tax
contingencies associated with acquisitions that closed prior to the effective
date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early
adoption is not permitted. Upon adoption, SFAS 141(R) will not have a
significant impact on our consolidated financial position and results of
operations; however, any business combination entered into after the adoption
may significantly impact our financial position and results of operations
when
 compared
to acquisitions accounted for under existing U.S. Generally Accepted Accounting
Principles (GAAP).
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.” This
statement is effective for fiscal years, and interim
  F-14
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 periods
within those fiscal years, beginning on or after December 15, 2008, with
earlier adoption prohibited. This statement requires the recognition of a
noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. It also amends
certain of ARB No. 51’s consolidation procedures for consistency with the
requirements of SFAS 141(R). This statement also includes expanded disclosure
requirements regarding the interests of the parent and its noncontrolling
interest. We have evaluated this new
statement and have determined that the statement will not have a significant
impact on the reporting of our financial position and results of
operations.
  In
December 2007, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 110. This guidance allows
companies, in certain circumstances, to utilize a simplified method in
determining the expected term of stock option grants when calculating the
compensation expense to be recorded under Statement of Financial Accounting
Standards (SFAS) No. 123(R),Share-Based
Payment . The simplified method can be used after December 31, 2007
only if a company’s stock option exercise experience does not provide a
reasonable basis upon which to estimate the expected option term. We have not
yet determined the impact on our consolidated financial statements of adopting
SAB No. 110
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the
disclosure implications of this statement; however, the new statement will not
have an impact on the determination of our financial results.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162). This statement identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in accordance with GAAP. With the issuance of this statement, the FASB
concluded that the GAAP hierarchy should be directed toward the entity and not
its auditor, and reside in the accounting literature established by the FASB as
opposed to the American
  F-15
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 Institute
of Certified Public Accountants (AICPA) Statement on Auditing Standards
No. 69, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles.” This statement is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.” We have evaluated the new statement
and have determined that it will not have a significant impact on the
determination or reporting of our financial results.
 
 In May
2008 the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).” APB 14-1 requires the issuer to separately account for the
liability and equity components of convertible debt instruments in a manner that
reflects the issuer’s nonconvertible debt borrowing rate. The guidance will
result in companies recognizing higher interest expense in the statement of
operations due to amortization of the discount that results from separating the
liability and equity components. APB 14-1 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The Company is currently evaluating
the impact of adopting APB 14-1 on its consolidated financial
statements.
 
 In June
2008, the FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities". This
FASB Staff Position (FSP) addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings
per share (EPS) under the two-class method described in paragraphs 60 and 61 of
FASB Statement No. 128, Earnings per Share. This FSP provides that unvested
share-based payment awards that contain non forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of EPS pursuant to the two-class method.
The provisions of FSP No. 03-6-1 shall be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those years. All prior-period EPS data presented shall be adjusted
retrospectively (including interim financial statements, summaries of earnings,
and selected financial data) to conform with the provisions of this FSP. Early
application is not permitted.
  The
provisions of FSP No. 03-6-1 are effective for the Company retroactively in the
first quarter ended March 31, 2009. The Company is currently assessing the
impact of FSP No. EITF 03-6-1 on the calculation and presentation of earnings
per share in its’ consolidated financial statements.
 
 In June
2008, the FASB ratified the consensus reached on EITF Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity's Own Stock. EITF Issue No. 07-05 clarifies the determination of whether
an instrument (or an embedded feature) is indexed to an entity's own stock,
which would qualify as a scope exception under SFAS No. 133, Accounting for
Derivative
  F-16
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)
 
 Instruments
and Hedging Activities. EITF Issue No. 07-05 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption for an existing instrument is not permitted. The Company is evaluating
the impact of the adoption of EITF Issue No. 07-05 on its consolidated financial
statements.
  Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.
 
 NOTE
3 - CONVERTIBLE NOTES PAYABLE
 
 At
December 31, 2006, we had $100,000 of convertible notes payable to an
individual, dated June 18, 1999. Interest was payable at 10% per annum through
December 18, 2000 and is payable at 12% thereafter. The note and accrued
interest were due December 18, 2000. The note is convertible at $20.00 per share
and is currently in default. Management has held settlement discussions with the
note holder but has been unable to reach a settlement for payment.
 
 On
November 30, 2004, we entered into a $7,500,000 secured credit facility with
Laurus. The facility consisted of a $4,750,000 convertible revolving note and a
$2,750,000 convertible term note. We initially borrowed approximately $3,542,000
under this facility, for proceeds of $3,255,000 net of issuance costs of
$287,000. The proceeds represented $2,750,000 under the convertible term note
and $792,000 under the convertible revolving note. These funds were used to fund
the repayment of existing short-term financing. The outstanding balance of the
revolving note and the principal balance of the term note are convertible into
shares of our common stock, subject to certain limitations set forth in the
agreement based upon the stock's trading volume and Laurus' ownership position.
The conversion price of the notes is $0.39 per share, which is a premium over
the average closing price of our common stock over the ten trading days
preceding the execution of the agreement, with conversion reset rights if we
issue any shares for less than the initial conversion price. In connection with
the credit facility, we also issued to Laurus warrants to purchase up to
3,846,154 shares of our common stock at $0.44 per share. We agreed to file a
registration statement with the Securities and Exchange Commission registering
the resale of the shares of our common stock issuable to Laurus upon conversion
of the term note and exercise of the warrants. Failure to file such a
registration statement timely and to maintain its effectiveness will subject us
to liquidated damages as defined in the registration rights agreement. Because
we did not have a currently effective registration statement, in accordance with
EITF 00-19-2 we recorded a liability for the obligation under the warrants to
issue registered shares. See “Note 11 – Subsequent Events” for the effects of
the accrual of the penalties.
  F-17
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
3 - CONVERTIBLE NOTES PAYABLE
 
 The notes
were due on November 29, 2007 and bore interest at the prime rate plus 2% (8.75%
and 9.25% at December 31, 2006 and 2005), subject to downward adjustment based
on our common stock price. Our obligations to Laurus under the credit facility
were secured by substantially all of our assets (other than intellectual
property rights), including our ownership interests in our operating
subsidiaries.
 
 The
convertible revolving note balance was $0 at December 31, 2006 and 2005. The
convertible term note balance at December 31, 2006 and 2005, was $2,018,641 and
is classified as part of convertible notes in the accompanying consolidated
balance sheet (see below).
 
 Because
we did not have an effective registration statement at the time and because the
Laurus warrants require settlement with registered shares, we were also required
to record the related vested warrants as liabilities at their fair market value
on the date we reached our debt agreement with Laurus. The total of the Laurus
related derivative and warrant liability on that date, November 30, 2004,
was  $1,023,000. We recorded the value of the warrants and to debt
discount, which were amortized to interest expense over the
term of the notes. In addition, we incurred debt issuance costs of $287,000,
which are also recorded to debt discount and will be amortized to interest
expense over the term of the notes.
  On May 4,
2005, we received a notice from Laurus that a number of events of default had
occurred and were existing under the Security Agreement entered into by us and
Laurus in connection with the credit facility. As a result of our failure to
cure these defaults, Laurus commenced foreclosure proceedings against all of our
assets. We presently owe Laurus approximately $2.0 million under the credit
facility. On December 8, 2005, we entered into a letter agreement with Laurus
whereby we agreed to a payment plan for the outstanding secured debt we owe to
Laurus (the "Payment Plan"). We agreed to make interest only payments beginning
retroactively on December 1, 2005, until the earlier of the consummation of a
merger with Protron or February 20, 2006. On February 15, 2006, Laurus agreed to
extend the Payment Plan until March 1, 2006. The Payment Plan provides that on
the date we consummate a merger with Protron, in full satisfaction of our debt
to Laurus, we will pay Laurus $950,000 in cash and issue to them that number of
shares of our common stock that is equal to $950,000, based upon a conversion
price of the 30 day average volume weighted average price calculated as of the
date prior to the merger. On March 1, 2006, Laurus agreed to indefinitely extend
our right to make-interest only payments to them, subject to our assurances that
we will use our best efforts to consummate a merger with Protron as soon as is
practicable. If we settle our obligation to Laurus under the Payment Plan, we
intend to record a gain on the settlement of the debt.
 At
December 31, 2006, we have shown all of the convertible note balance as a
current liability because of the default in early 2005, and we have expensed the
remaining balance of our debt discount as a result of the default.
 
 On April
1, 2005, we issued to Alloy Marketing and Promotions, LLC ("Alloy") an unsecured
subordinated convertible promissory note in the principal amount of
approximately $600,000 in payment of services provided to us by Alloy in 2004.
The note matured upon demand by Alloy and could have been converted into shares
of our common stock at any time after April 1, 2005 at a conversion price equal
to 75% of fair market value of the common stock, defined as the lesser of (i)
the average of the closing prices of the common stock for the five trading days
immediately prior to the first to occur of (A) the date on which we include the
registration of the resale of the common stock issuable upon conversion of the
note in a registration statement filed with the Securities and Exchange
Commission and (B) any date on which Alloy delivers to us a notice of
conversion, or (ii) the closing price of the common stock for the trading day
immediately prior to the first to occur of such dates. The note is in default.
In connection with the subordinated convertible promissory note, we entered into
a registration rights agreement with Alloy, pursuant to which we agreed to use
our commercially reasonable efforts to file with the SEC a registration
statement for offerings to be made on a continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, with respect to the resale of the
shares of common stock issuable upon the conversion of the note. We are
obligated to pay Alloy a cash fee, as liquidated damages, equal to 1.50% of the
original principal amount of the note for each thirty day period, beginning
April 1, 2005, until the registration statement is declared effective. We would
also
  F-18
 DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
3 - CONVERTIBLE NOTES PAYABLE
 
 have to
make similar payments if the registration statement, after it is declared
effective, ceases to be effective for more than twenty consecutive calendar days
or more than thirty days in the aggregate during a year, or the common stock is
not listed or quoted or is suspended from trading on any trading market for
three consecutive trading days, and such suspension shall not have been lifted
within thirty days or the common stock is not listed on another trading
market.
  Through December 31, 2005,
we had accrued $81,000 of liquidated damages as penalty expense under this
agreement. Under the provisions of SFAS 5, “Accounting for Contingencies” and
FSP EITF 00-19-2 “Accounting for Registration Payment Arrangements” as of
December 31, 2006, because the previously recognized contingent liability
increased in subsequent periods, the change was recognized in earnings in 2006,
and we have accrued an additional $270,000 ($351,000 total) as penalty expense
and included on our balance sheet under the caption “Liquidation damages
payable” as of December 31, 2006 as a result.
  On
September 19, 2005, we executed an agreement with one investor whereby we
received $250,000 in immediately available funds through the issuance of a
convertible promissory note. The investor also committed an additional $250,000
in funds provided we achieve certain milestones. As of December 31, 2005, we had
received $325,000 on this note and $175,000 was received subsequent to
subsequent to December 31, 2005. The convertible promissory note bears interest
at a rate of 7% per annum and has an initial maturity date of September 19,
2006, which may be extended in the event of the subsequent investment. The note
is convertible at any time from the date of issuance into shares of our common
stock at a price per share equal to $0.25. We will pay interest only payments
until the maturity date of the convertible note, unless it is converted or
prepaid. We have an option to make one prepayment of the note, in whole or in
part, without penalty at any time after six months of the date of issue. In the
event that we elect to prepay the convertible note, the holder of the note may
elect within 3 business days to convert all or a portion of the note into shares
of our common stock and thus prevent prepayment of the convertible note. In
connection with the issuance of the note, the investor was also issued warrants
to purchase an aggregate of 200,000 shares of our common stock. The warrants are
immediately exercisable, have an exercise price of $0.25 per share and expire
five years from the date of issuance. We
  F-19
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
3 - CONVERTIBLE NOTES PAYABLE
 
 have also
granted certain registration rights related to the shares of its common stock
underlying the convertible note and warrants issued to the investor. The value
of these warrants have been recorded as debt discount of $64,000 and amortized
to interest expense on the effective interest method over the life of the
promissory note. $16,000 of amortization expense has been recorded during 2005
for this debt discount.
 
 On
October 28, 2005, we issued a convertible promissory note to an investor in
exchange for $50,000 in immediately available funds. The convertible promissory
note bears interest at a rate of 7% per annum and has an initial maturity date
of October 28, 2006. The convertible promissory note is convertible at any time
into shares of our common stock at a conversion price of $0.25. We are obligated
to make interest only payments until the maturity date or until the note is
converted or prepaid in full. We have an option to make one prepayment of the
note, in whole or in part, without penalty at any time beginning six months
after the date of the note. In the event that we elect to prepay the note, the
noteholder may elect within three business days to convert all or a portion of
the note into shares of our common stock and prevent prepayment of the note. In
connection with the issuance of the note, the investor was also issued warrants
to purchase an aggregate of 40,000 shares of our common stock. The warrant is
exercisable at $0.25 per share, is exercisable immediately and expires five
years from the date of issuance. We have also granted certain registration
rights related to the shares of our common stock underlying the convertible note
and warrants issued to the investor. The value of these warrants have been
recorded as debt discount of $16,000 and amortized to interest expense on the
effective interest method over the life of the promissory note. Approximately
$3,000 of amortization expense has been recorded during 2005 for this debt
discount.
 
 Convertible
notes payable are summarized as follows at December 31,:
  2006
                                  
                                  
                                  2005Convertible
      note payable to a third party with an interest rateof
      7% per annum, due September 19, 2006, net of
      unamortizeddebt
      discount of $0 and $48,000
                                  
                                  $
                                  500,000
                                  
                                  
                                  $
                                  277,000
  F-20
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
3 - CONVERTIBLE NOTES PAYABLE
  2006
                                            
                                            
                                            
                                            2005Convertible
      note payable to a third party with an interest rateof
      7% per annum, due October 27, 2006, net of unamortizeddebt discount of $0
      and $13,000
                                            
                                            
                                            50,000
                                            
                                            
                                            $
                                            37,000Convertible
      note payable to Alloy, payable upon demand
                                            
                                            
                                            600,000
                                            
                                            
                                            
                                            600,000Convertible
      note payable to Masamitsu Ishihara with an interest
      rateof
      10% per annum, matured in December 2000, currently indefault.
      Default interest rate is 15%. Late payment also incur alate
      fee of 6% per month
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            100,000Convertible
      credit facility with Laurus, with an interest rate ofapproximately
      12% as of December 31, 2005, currently in default,settled
      in 2007, see note 11
                                            
                                            
                                            2,018,641
                                            
                                            
                                            
                                            2,018,000$
                                            3,268,641
                                            
                                            
                                            $
                                            3,032,000
   NOTE
4 - RELATED PARTY TRANSACTIONS
 
 On
September 22, 2005, Andy Teng, our then chief executive officer and chairman of
the board, agreed to convert all of the outstanding unsecured debt owed to him
by us into shares of our common stock at a price of $1.00 per share,
substantially above current market price. Mr. Teng has been issued 1,000,000
shares of our common stock in exchange for the extinguishment of all amounts
owed by us to Mr. Teng and a general release of any and all claims held by him
in connection with these debts. No gain on extinguishment of debt is recorded on
this transaction since Mr. Teng is a related party.
 
 In 2005,
as part of the liquidation of our assets, Laurus negotiated the sale of a
portion of our inventory to Mr. Teng, who was not a member of our management at
that time. The total proceeds received from Mr. Teng were $460,000, which were
remitted to Laurus.
 
 NOTE
5 - INCOME TAXES
  2006
                          
                          
                          2005Current
                          
                          $
                          -
                          
                          
                          $
                          16Deferred
                          
                          
                          -
                          
                          
                          
                          -$
                          -
                          
                          
                          $
                          16
 
 The
components of the income tax provision (benefit) were as follows for the years
ended December 31 2006 and 2005 (in thousands):
  F-21
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
5 - INCOME TAXES – (Continued)
 
 For the
years ended December 31, 2006 and 2005, income tax provision (benefit) differed
from the amounts computed applying the federal statutory rate of 34% to pre-tax
income (loss) as follows (in thousands):
  2006
                            
                            
                            2005Computed
      "expected" tax provision (benefit)
                            
                            $
                            474
                            
                            
                            $
                            (2,929
                            )Increase
      in income taxes resulting fromexpenses
      not deductible for tax purposes
                            
                            
                            -
                            
                            
                            
                            28Decrease
      in income taxes resulting fromnontaxable
      income
                            
                            
                            (1,676
                            )
                            
                            
                            -State
      and local income taxes, net of federal effect
                            
                            
                            -
                            
                            
                            
                            (577
                            )Increase
      in valuation allowance
                            
                            
                            1,202
                            
                            
                            
                            3,494$
                            -
                            
                            
                            $
                            16
  Deferred
taxes consist of the following at December 31 (in thousands):
  2006
                        
                        
                        2005Deferred
      tax assets:Net
      operating loss carryforward
                        
                        $
                        10,336
                        
                        
                        $
                        11,730Other
                        
                        
                        -
                        
                        
                        
                        40Less
      valuation allowance
                        
                        
                        (9,134
                        )
                        
                        
                        (11,082
                        )Total
      deferred tax assets
                        
                        
                        1,202
                        
                        
                        
                        688Deferred
      tax liabilities:Change
      in fair value of derivativeand
      warrant liabilities
                        
                        
                        (1,202
                        )
                        
                        
                        (688
                        )Total
      deferred tax liabilities
                        
                        
                        (1,202
                        )
                        
                        
                        (688
                        )$
                        -
                        
                        
                        $
                        -
  For the
years ended December 31, 2006 and 2005, we have federal and state net operating
loss carryforwards of approximately $34,000,000 and $35,000,000, respectively.
Utilization of the net operating loss carryforwards is subject to a substantial
annual limitation due to the ownership change limitations provided by the
Internal Revenue Code of 1986, as amended, and similar state provisions. As a
result, we have not recorded approximately $10,000,000 of carryforwards in the
accompanying table of
  F-22
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
  NOTE
5 - INCOME TAXES – (Continued)
 
 deferred
taxes. The remaining net operating loss carryforwards will expire at various
dates through 2026 for federal purposes and 2016 for state purposes, if not
utilized. As of December 31, 2006 all such loss carryforwards have been
reserved, due to the likelihood that such amounts will not be utilized before
expiration.
 
 NOTE
6 – STOCK WARRANTS AND OPTIONS – (Continued)
 
 A summary
of our stock option and warrant activity and related information for the years
ended December 31, 2006 and 2005 follows:
  2006
                                                                        
                                                                        2005Weighted
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        WeightedAverage
                                                                        
                                                                        
                                                                        
                                                                        
                                                                        AverageShares
                                                                        
                                                                        
                                                                        Exercise
      Price
                                                                        
                                                                        Shares
                                                                        
                                                                        
                                                                        Exercise
      PriceOutstanding,
      beginning of year
                                                                        
                                                                        
                                                                        18,199,000
                                                                        
                                                                        
                                                                        $
                                                                        0.49
                                                                        
                                                                        21,567,000
                                                                        
                                                                        
                                                                        0.64Granted
                                                                        
                                                                        
                                                                        730,000
                                                                        
                                                                        
                                                                        
                                                                        0.51
                                                                        
                                                                        3,415,000
                                                                        
                                                                        
                                                                        0.29Exercised
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        (76,000
                                                                        )
                                                                        
                                                                        (0.48
                                                                        )Expired/cancelled
                                                                        
                                                                        
                                                                        (50,000
                                                                        )
                                                                        
                                                                        
                                                                        0.64
                                                                        
                                                                        (6,707,000
                                                                        )
                                                                        
                                                                        (0.78
                                                                        )Outstanding
      and exercisable,end
      of year
                                                                        
                                                                        
                                                                        18,879,000
                                                                        
                                                                        
                                                                        $
                                                                        0.44
                                                                        
                                                                        18,199,000
                                                                        
                                                                        
                                                                        0.49
 Compensation
expense of $0 related to stock options was recognized in 2005 and $428,197 in
2006. During 2005, approximately 76,000 warrants were exercised. Also in 2005,
we issued 175,000 fully vested warrants to consultants valued at
$21,000.
 
 The
following table summarizes our stock options outstanding at December 31,
2006:
  Weighted-average
                            
                            
                            Weighted-remaining
                            
                            
                            averageExercise
      Price Range
                            
                            
                            Shares
                            
                            
                            contractual
      life
                            
                            
                            Exercise
      price$
                            0.20-$.39
                            
                            
                            
                            3,315,000
                            
                            
                            
                            1.86
                            
                            
                            $
                            0.20$
                            .40-$.49
                            
                            
                            
                            12,095,333
                            
                            
                            
                            4.61
                            
                            
                            $
                            0.48$
                            .50-$1.49
                            
                            
                            
                            3,368,667
                            
                            
                            
                            3.46
                            
                            
                            $
                            0.50$
                            1.50
                            
                            
                            
                            100,000
                            
                            
                            
                            2.28
                            
                            
                            $
                            1.50Total
                            
                            
                            
                            18,879,000
  The above
activity for 2006
includes the expiration of 50,000 employee options with an exercise price of
$0.64 and the grant of 600,000 options with an exercise price of $0.50. Total
outstanding and exercisable employee options was 3,600,000 with and weighted
exercise price of $0.25 and a weighted remaining contractual life of 1.73
years.
 
 F-23
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
7 - STOCKHOLDERS' EQUITY
 
 During
2005, we issued 1,000,000 shares of common stock for the settlement of a
$1,004,000 related party note payable.
 
 During
2005, certain stockholders unilaterally returned 5,858,000 shares of our common
stock held by them for no consideration. In connection with the return of these
shares, approximately 76,000 related warrants were exercised for $36,000. The
unexercised warrants related to the returned shares were retained by the
holders.
 
 EMPLOYEE STOCK OPTION
PLANS
 
 Terms and
conditions of our option plans, including exercise price and the period in which
options are exercisable, generally are at the discretion of our board of
directors; however, no options are exercisable for more than 10 years after the
date of grant.
 
 In
February 2000, our board of directors approved the 1999 Stock Option Plan (the
"1999 Plan") for issuance of common stock to eligible participants. In February
2002, our stockholders approved the Mcglen Internet Group, Inc. 2000 Stock
Option Plan for issuance of our common stock to eligible participants (the "2000
Plan"). On March 2004, our board of directors terminated the 1999 Plan and
effective May 2004 our board of directors terminated the 2000 Plan. We will not
make any further grants under either the 1999 Plan or the 2000 Plan. Our
stockholders adopted the Company's 2004 Stock Incentive Plan in May 2004 (the
"2004 Plan"). Each of the 1999 Plan, 2000 Plan and 2004 Plan provides for the
granting of incentive stock options and non-qualified stock options. Options
under each of the plans generally expire 10 years after the date of
grant.
 
 During
the year ended December 31, 2006, we issued to Mr. Teng 300,000 additional
options under his employment agreement.
 
 NOTE
8 - EMPLOYEE STOCK OWNERSHIP PLAN
 
 On
December 1, 1999, we established a leveraged ESOP that covered all employees who
completed 1,000 or more hours of service in a Plan year. To establish the plan,
the ESOP borrowed $10,000,000 from Mr. Teng, then our majority stockholder,
which we then used to purchase all of our outstanding preferred stock (a total
of 1,350,000 shares) from Mr. Teng at the then estimated fair value, $7.41 per
share. The preferred stock was convertible into common stock at an exchange rate
of 1 share of preferred stock to 3.12828 shares of common stock, and in
September 2004, the ESOP converted all of its preferred stock to common
stock.
  F-24
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
8 - EMPLOYEE STOCK OWNERSHIP PLAN – (Continued)
 
 We
received no funds from the formation of the ESOP; however, we were required to
record the ESOP's liability
on our books as we had guaranteed the ESOP debt (see below), in accordance with
the SOP 93-6, "Employers' Accounting for Employee Stock Ownership Plans." Under
SOP 93-6, we recorded an unearned employee benefit expense related to the cost
basis of unreleased shares (determined based on the
portion of the ESOP loan obligation not yet repaid by the ESOP – see below),
and, as such, we recorded it as a reduction to stockholders' equity, "Unearned
ESOP shares."
 
 In the
aftermath of a review by the Pension and Welfare Benefits Administration of the
Department of Labor ("DOL"), in December 2003, Mr. Teng agreed to release the
ESOP from its remaining obligations under the $10.0 million promissory note,
thereby releasing us from our guarantee of the ESOP debt. In connection with Mr.
Teng's release of the ESOP from its obligations under the promissory note, we
eliminated the guarantee of ESOP loan payable and ESOP interest payable balances
against additional paid-in capital, as this debt release was considered a
contribution of capital to us by Mr. Teng..
 
 In
December 2003, since the ESOP was then under investigation by the DOL Mr. Teng
was not able to foreclose on the unreleased shares upon his release of our
obligation under the promissory note, as was his right under the ESOP agreement.
At that time, Mr. Teng notified us that while he was releasing us from our
obligation under the promissory note, he was not waiving any rights he may have
to foreclosure against the unreleased shares. Although the DOL investigation has
been completed, we have not yet released the shares to the ESOP and Mr. Teng has
not yet exercised any right he may have to foreclose on the unreleased shares.
If Mr. Teng is able to foreclose on the ESOP shares, the value of the unearned
ESOP shares will be eliminated against additional paid-in capital, which will
reduce our additional paid-in capital balance by approximately $6,207,000, with
no net change to our stockholders' deficit.
 
 Common
shares held by the ESOP as of December 31,:
  (in
      thousands)
                            
                            2006
                            
                            
                            2005Allocated
      shares
                            
                            
                            1,613
                            
                            
                            
                            1,613Shares
      released from allocation
                            
                            
                            -
                            
                            
                            
                            -Unreleased
      (unearned) shares
                            
                            
                            2,641
                            
                            
                            
                            2,641Total
      ESOP shares
                            
                            
                            4,254
                            
                            
                            
                            4,254
  The fair
value of unreleased (unearned shares) at December 31, 2006 & 2005 (based on
closing price of our stock was $383,000 and $1,162,000,
respectively.
  F-25
  DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
8 - EMPLOYEE STOCK OWNERSHIP PLAN – (Continued)
 
 In the
event a terminated ESOP participant desires to sell his or her shares of our
common stock, or for certain employees who elect to diversify their account
balances, we may be required to purchase the shares
from the participant at their fair market value. During the years ended December
31, 2006 and 2005, we
did not purchase any stock from ESOP participants nor did we have any obligation
to do so at any time
during this period. Our ESOP plan did not have an effect on our calculation of
dilutive earnings per share for the years ended December 31, 2006 and
2005.
 
 NOTE
9 - SEGMENT INFORMATION
 
 SFAS No.
131 "Disclosure about Segments of an Enterprise and Related Information,"
requires companies to report financial and descriptive information about its
reportable operating segments, including segment profit or loss, certain
specific revenue and expense items, and segment assets, as well as
information about the revenues derived from products or services, the countries
in which the companies earn revenues and holds assets, and major customers. SFAS
No. 131 also requires companies that have a single reportable segment to
disclose information about products and services, information about geographic
areas, and information about major customers. SFAS No. 131 requires the use of
the management approach to determine the information to be reported. The
management approach is based on the way management organizes the enterprise to
assess performance and make operating decisions regarding the allocation of
resources. It is management's opinion that we have only one reportable segment,
and have no concentration of customers in one specific geographic area within
the United States.
 
 NOTE
10 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  2006
                          
                          
                          2005Cash
      paid during year ended:Interest
                          
                          $
                          92
                          
                          
                          $
                          124Income
      taxes
                          
                          $
                          -
                          
                          
                          $
                          -Non-cash
      investing and financing activities:Issuance
      of options as compensation
                          
                          $
                          428
                          
                          
                          $
                          -Conversion
      of note payable to common stock
                          
                          $
                          -
                          
                          
                          $
                          1,004
  F-26
 
 DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
11 - COMMITMENTS AND CONTINGENCIES
 
 We lease
office space under a month-to-month operating lease agreement. Minimum annual
operating lease commitments at December 31, 2006 are approximately $21,600. Rent
expense for the years ended December
31, 2006 and 2005 totaled $21,600 and $605,000, respectively.
 
 We have
made certain indemnities and guarantees, under which we may be required to make
payments to a guaranteed or indemnified party, in relation to certain
transactions. We indemnify our directors, officers, employees and agents to the
maximum extent permitted under the laws of the State of California. In
connection with our facility leases, we have indemnified our lessors for certain
claims arising from the use of the facilities. In connection with certain of our
debts, management and stock purchase agreements, have indemnified lenders,
buyers and others for certain claims arising from our breach of representations
and warranties contained in the corresponding agreements. The duration of the
guarantees and indemnities varies, and in many cases is indefinite. These
guarantees and indemnities do not provide for any limitation of the maximum
potential future payments we could be obligated to make. Historically, we have
not been obligated to make any payments for these obligations and no liabilities
have been recorded for these indemnities and guarantees in the accompanying
consolidated balance sheets.
 
 We may
become involved in various litigation and claims, government investigations and
other legal proceedings that arise from time to time in the ordinary course of
business. We could in the future incur judgments or enter into settlements of
claims that could have a material adverse effect on our financial condition,
liquidity and results of operations.
 
 NOTE
12 – SUBSEQUENT EVENTS
  On April
23, 2007 the Company entered into a letter agreement with Laurus Master Fund,
Ltd., or Laurus, the Company’s secured creditor. Under the terms of the
agreement with the Company’s secured creditor, the Company agreed to make
payment of $200,000 in cash and issue a warrant to purchase one million shares
of the Company’s common stock at $0.40 in consideration for the extinguishment
of the balance of the $2.1 million in outstanding debt. Under the agreement
“obligations pursuant to indemnification and other provisions of the Security
Agreement and Ancillary Agreements with by their terms survive the payment of
the Outstanding amount shall so survivie.” The Company paid $50,000 in cash on
signing the agreement, and paid the remaining $150,000 cash obligation. The
Company also amended the exercise price of its previously issued 1,000,000 share
warrant to Laurus from $0.44 to $0.40.
 The Company has
obligations under its warrant agreements and convertible debt instruments (See
Note 3) which may require it to issue registered shares and to maintain the
effectiveness of a registration statement covering those shares. Through July
10, 2009, the Company has not been successful in its
 
 F-27
 
 DIGITAL
LIFESTYLES GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
 
 NOTE
12 – SUBSEQUENT EVENTS – (Continued)
 
 efforts
to file an effective registration statement. As a result, penalties accruing
under various provisions of its warrant and convertible debt instruments have
been recorded as liabilities on the Company’s balance sheet under the caption
“Liquidation damages payable” at December 31, 2006, in accordance with
provisions of FSP EITF 00-19-2, Accounting for Registration Payment
Arrangements.
 
 Derivative
liabilities under the Company’s agreements in place at December 31, 2006 are
measured at estimated fair value using the Black-Scholes method. In accordance
with derivative accounting, these liabilities are restated to fair value at each
reporting date. The Company’s stock price has continued todecline since December
31, 2006 so that the derivative liability of approximately $1,258,000 at
December 31, 2006, if calculated using weighted average stock prices of
$0.023/share prevailing during the first fifteen days of July, 2009, would be
about $279,000 if market prices had been at those levels at the end of 2006 and
all other assumptions had remained the same.
 
  
 F-28