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

                                    FORM 10-Q

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

                               For the quarterly period ended September 30, 2008
                                                              ------------------

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

                                                Commission file number 000-30567
                                                                       ---------

                                    GREM USA
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

NEVADA                                                                35-2281610
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                              315 E. WALLACE STREET
                            FORT WAYNE, INDIANA 46803
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (260) 456-2354
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_|                     Accelerated filer |_|
Non-accelerated filer |_|                       Smaller reporting company [x]

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

The number of shares of Common Stock, $0.001 par value, outstanding on
September 30, 2008, was 958,997,481 shares.


                                       1
<PAGE>

                                   GREM USA
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                  SEPTEMBER 30,    DECEMBER 31,
                                                      2008            2007
                                                  ----------------------------
                                                  (UNAUDITED)
ASSETS
Current Assets:
   Cash                                           $        379    $        692
   Deposits                                              1,834           1,834
                                                  ------------    ------------
      Total Currents Assets                              2,213           2,526
                                                  ------------    ------------
Property and Equipment, net                            340,764         362,235
                                                  ------------    ------------
TOTAL ASSETS                                      $    342,977    $    364,761
                                                  ============    ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
   Accounts payable                                     61,269          55,069
   Accrued management services                       1,429,664       1,307,864
   Advances from related parties                        91,767          12,960
   Current portion of long-term debt                   236,264         236,076
                                                  ------------    ------------
      Total Current Liabilities                      1,814,131       1,611,969
                                                  ------------    ------------
Long-Term Liabilities:
    Notes payable, long-term portion                   400,618         404,984
                                                  ------------    ------------
     Total Long-term liabilities                       400,618         404,984
                                                  ------------    ------------
   Total Liabilities                                 2,214,749       2,016,953
                                                  ------------    ------------
Stockholders' Deficiency
   Preferred stock                                       5,200              --
   Common stock                                        959,016           5,016
   Additional paid-in capital                       35,569,646      35,750,647
   Treasury stock                                      (60,593)        (60,593)
   Accumulated deficit                             (38,345,041)    (37,347,262)
                                                  ------------    ------------
       Total Stockholders' Deficiency               (1,871,772)     (1,652,192)
                                                  ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY    $    342,977    $    364,761
                                                  ============    ============


                                       2
<PAGE>

                                    GREM USA
                            STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   For the Three Months Ended       For the Nine Months Ended
                                                           September 30                   September 30
                                                  --------------------------------------------------------------
                                                      2008            2007            2008            2007
                                                  ------------    ------------    ------------    --------------
<S>                                               <C>             <C>             <C>             <C>
REVENUES - net                                    $         --    $      9,800    $      3,040    $       26,900

EXPENSES:
 Management compensation                               300,000         300,000         600,000           900,000
 Consulting fees                                            --         644,800              --           859,150
 Other selling, general and administrative exp.          6,630          22,738          31,185            83,518
 Depreciation                                            7,156           7,156          14,320           21,471,
                                                  ------------    ------------    ------------    --------------
  Total Operating Expenses                             313,786         974,694         645,505         1,864,139
                                                  ------------    ------------    ------------    --------------
OTHER REVENUES & EXPENSES:
 Interest income                                            --              46               4               376
 Interest expense                                      (20,524)        (17,493)        (38,629)          (51,617)
 Other income                                               --              --              --                --
                                                  ------------    ------------    ------------    --------------
  Total Other Revenues & Expenses                      (20,524)        (17,447)        (38,625)          (51,241)
                                                  ------------    ------------    ------------    --------------
NET LOSS                                          $   (334,310)   $   (982,341)   $   (681,090)   $   (1,888,480)
                                                  ============    ============    ============    ==============
Per share information
   Weighted average number
     of common shares outstanding                  200,499,758       4,481,119     328,576,681     3,820,437,786
                                                  ------------    ------------    ------------    --------------
Basic and Diluted Loss per common share           $       0.00    $       0.00    $       0.00    $         0.00
                                                  ============    ============    ============    ==============
</TABLE>


                                       3
<PAGE>

                                    GREM USA
                            STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         For the Nine Months Ended
                                                               September 30,
                                                       ----------------------------
                                                           2008            2007
                                                       ------------    ------------
<S>                                                    <C>             <C>
Cash Flows from Operating Activities:
  Net Loss                                             $   (681,090)   $ (1,888.480)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation expense                                      14,320          21.471
   Stock issued for services                                606,199       2.390.850
    Change in Assets and Liabilities:
     (Increase) in inventory                                     --            (508)
     (Increase) in accounts receivable                           --           7,478
     (Increase) in interest on loan to shareholder               --            (207)
     Increase in accounts payable                               752          25,931
     Increase in accrued management fee                      (6,199)       (600,829)
                                                       ------------    ------------
  Total adjustments                                         615,071       1,845,114
                                                       ------------    ------------
Net Cash Used in Operating Activities                       (66,019)        (43,366)

Cash Flows Used in Investing Activities                          --              --

Cash Flows from Financing Activities:
  Payments on notes payable                                  (7,765)        (14,754)
  Repayments on advances from related parties               (11,500)             --
  Proceeds from short-term loan to shareholder               85,920          49,375
                                                       ------------    ------------
Cash Flows Provided by Financing Activities                  66,655          34,621
                                                       ------------    ------------
Net Increase (Decrease) in cash and cash equivalents            636          (8,745)

Cash and cash equivalents - beginning of period                 692          12,803
                                                       ------------    ------------
Cash and cash equivalents - end of period              $      1,328    $      4,058
                                                       ============    ============
</TABLE>


                                       4
<PAGE>

                                    GREM USA
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008

NOTE 1 - BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
consolidated financial statements of the Company for the period ended December
31, 2007 and notes thereto included in the Company's Form 10-KSB. The Company
follows the same accounting policies in the preparation of consolidated interim
reports.

Results of operations for the interim periods are not indicative of annual
results.

GREM USA (the Company) was incorporated in the state of Nevada on March 26, 1999
under the name Last Company Clothing, Inc. ("LCC"). In February 2001, LCC
entered into an "Agreement and Plan of Merger" with Premier ASP, Inc, whereby
LCC acquired 100% of all the outstanding stock of Premier ASP. Inc. and
subsequently changed its name to Premier Axium Asp. Inc. On August 9, 2002, the
Company changed its name to Core Solutions, Inc. On May 2, 2003, the Company
changed its name to Sunshine Ventures, Inc. On May 30, 2003, the Company changed
its name to Christine's Precious Petal, Inc. On July 29, 2003, the Company
changed its name to Global Business Markets, Inc. On December 29, 2004, the
Company changed its name to GREM USA.

NOTE 2 - GOING CONCERN

The Company has an accumulated deficit as of September 30, 2008 of $38,028,353.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. As of September 30, 2008, the current liabilities
exceed the current assets by $1,677,968. As shown in the financial statements,
the Company incurred a net loss of $681,090 for the six months then ended.

The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products and ultimately, upon its
ability to attain future profitable operations. There can be no assurance that
the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


                                       5
<PAGE>

NOTE 3 - PROPERTY, PLANT & EQUIPMENT

Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated useful life of the asset.

The following summarizes the components of property, plant and equipment:

                                SEPTEMBER 30,   DECEMBER 31,
                                    2008            2007
                                    ----            ----
Land                            $     15,000    $     15,000    DEPRECIABLE LIFE
Building                             285,300         285,300    ----------------
Office Furniture                       2,650           2,650           NA
Equipment                            122,650         122,650       27.5 years
                                ------------    ------------        5 years
                                     425,600         425,600      5 - 7 years
Less accumulated depreciation        (84,836)        (63,365)
                                ------------    ------------
                                $    340,764    $    362,235
                                ============    ============

NOTE 4- NOTES PAYABLE AND CONVERTIBLE DEBENTURE

Notes payable at September 30, 2008 consisted of the following:

    Unsecured note payable to an individual, interest at 10%,
    principal and interest due April 2008                           $ 150,000

    Unsecured note payable to an individual, interest at 10%,
    principal and interest due May 2008                                30,000

    Unsecured note payable to an individual, interest at 10%,
    principal and interest due May 2008                                20,000

    Unsecured note payable to a company, interest at 8%,
    principal and interest due June 2008                               15,000

    Loan Payable to Bayview Loan Servicing, interest at 10.75%,
    monthly installments of principal and interest and real
    estate taxes in the amount of $5476, maturing July 2021           416,377

    Note payable to a company, interest at 8%, monthly
    installments of principal and interest in the amount of
    $959, maturing September 2007                                       1,918
                                                                    ---------
    Total notes payable                                               633,295
    Less: current porti                                              (236,264)
                                                                    ---------
    Total long-term debt                                            $ 397,031
                                                                    =========

As of September 30, 2008, the Company is in default of its note payable to
Advanced Molded Products, Inc. Under the terms of the note agreement, the
interest rate rises to 12% in the event of default and Grem USA becomes liable
for collection fees, including legal fees. As of August 1, 2008, the Company
still owes $1,918 on this note plus accrued interest. GREM USA has not accrued
for the additional fees and penalties as they are not considered material to
GREM's financial statements. The Company anticipates repaying this note in full
by the end of December 2008.


                                       6
<PAGE>

On May 2, 2008, the Company became in default of its $150,000 note payable to
David A. and Kathleen S. King. Under the terms of the note agreement, GREM USA
becomes liable for all reasonable costs and expenses, including legal fees for
collection of this note. GREM USA has not accrued for these potential costs as
the Company is currently renegotiating repayments terms with Mr. And Mrs. King.
The Company anticipates repaying this note in full by the end of December 2008.

On June 1, 2008, the Company became in default of its $30,000 note payable Glen
and Christina Maggart. Under the terms of the note agreement, GREM USA becomes
liable for all reasonable costs and expenses, including legal fees for
collection of this note. GREM USA has not accrued for these potential costs as
the Company is currently renegotiating repayments terms with Mr. And Mrs.
Maggart. The Company anticipates repaying this note in full by the end of
December 2008.

On June 1, 2008, the Company became in default of its $20,000 note payable
Stephen King. Under the terms of the note agreement, GREM USA becomes liable for
all reasonable costs and expenses, including legal fees for collection of this
note. GREM USA has not accrued for these potential costs as the Company is
currently renegotiating repayments terms with Mr. King. The Company anticipates
repaying this note in full by the end of December 2008.

On July 1, 2008, the Company became in default of its $15,000 note payable to
Stanley Sutphin. Under the terms of the note agreement, GREM USA becomes liable
for all reasonable costs and expenses, including legal fees for collection of
this note. GREM USA has not accrued for these potential costs as the Company is
currently renegotiating repayments terms with Mr. Sutphin. The Company
anticipates repaying this note in full by the end of December 2008.

NOTE 5- COMMON STOCK

On February 22, 2007, the Company filed with the Secretary of State of the State
of Nevada, a Certificate of Change (the "Certificate") to the Company's Articles
of Incorporation. The Certificate is effective as of February 22, 2007, (the
"Effective Date") and effects a 4-for-1 reverse stock split of the Company's
issued and outstanding shares of Common stock, par value $.001(the "Reverse
Split"). The number of shares of Common Stock the Company is authorized to issue
remains unchanged at 5,000,000,000. As of the Effective Date, every 4 shares of
the Company's issued and outstanding Common Stock, $.001 par value,
automatically converted to one share of Common Stock, $.001 par value. No
fractional shares were issued in connection with the Reverse Split. Fractional
shares were rounded up to the next whole share. The Reverse Split did not alter
any voting rights or other terms of the Company's Common Stock. As a result of
the Reverse Split, beginning March 2, 2007, the Company's Common Stock began
trading on the OTC Bulletin Board under the trading symbol GRUS.

On February 6, 2008, the Company filed with the Secretary of State of the State
of Nevada, a Certificate of Amendment (the "Certificate") to the Company's
Articles of Incorporation. The Certificate is effective as of February 6, 2008,
(the "Effective Date"). The number of shares of Common Stock the Company is
authorized to issue is 4,990,000,000. In addition, the company authorized
10,000,000 shares of $0.001 par value preferred stock. The same certificate of
amendment also effects a 1000-for-1 reverse stock split of the Company's issued
and outstanding shares of Common stock, par value $0.001(the "Reverse Split").

As of February 2, 2008, every 1000 shares of the Company's issued and
outstanding Common Stock, $0.001 par value, automatically converted to 1 share
of Common Stock, $0.001 par value. No fractional shares were issued in
connection with the Reverse Split. Fractional shares will be rounded down to the
next whole share. The Reverse Split did not alter any voting rights or other
terms of the Company's Common Stock.

As a result of the Reverse Split, beginning February 6, 2008, the Company's
Common Stock will trade on the OTC Bulletin Board under the trading symbol GRMU.


                                       7
<PAGE>

All share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock splits.

NOTE 6 - PREFERRED STOCK

As discussed more fully in Note 5, above, the Company issued 5,200,000 of newly
created Series A Preferred Stock. The preferred shares were issued at their par
value of $0.001 per share. Such Series A preferred stock is convertible into
common shares of the Company on a one-for-one thousand basis at any time at the
option of the holder.

NOTE 7 - TREASURY STOCK

On October 01, 2006, the Company bought back 65,000,000 shares registered in the
name of GREM USA and retired these shares. Also, on August 10, 2006 the Company
bought back 9,000,000 shares of its $0.001 par value restricted common stock
from J. Pat Taylor for $5,400 cash and retired these shares. As of September 30,
2008, these repurchased shares are held in treasury and are available for future
reissuance.

NOTE 8 - STOCKHOLDERS' EQUITY

The following stock transactions occurred during the six months ended September
30, 2008:

On February 19, 2008, the Company issued 4,000,000 shares of its $0.001 par
value common stock to a third party valued at $2,800.

On February 21, 2008, the Company issued 10,000,000 shares of its $0.001 par
value common stock to a third party valued at $7,000.

On February 27, 2008, the Company issued 80,000,000 shares of its $0.001 par
value common stock to a third party valued at $56,000.

On March 6, 2008, the Company issued 60,000,000 shares of its $0.001 par value
common stock to a third party valued at $42,000.

On March 13, 2008, the Company issued 80,000,000 shares of its $0.001 par value
common stock to a third party valued at $56,000.

On April 24, 2008, the Company issued 60,000,000 shares of its $0.001 par value
common stock to a third party valued at $72,000.

On May 2, 2008, the Company issued 70,000,000 shares of its $0.001 par value
common stock to a third party valued at $49,000.

On June 4, 2008, the Company issued 130,000,000 shares of its $0.001 par value
common stock to a third party valued at $52,000.

On June 17, 2008, the Company issued 90,000,000 shares of its $0.001 par value
common stock to a third party valued at $108,000.


                                       8
<PAGE>

NOTE 9 - RELATED PARTY TRANSACTIONS

In each three and six month period ended September 30, 2008 and 2007, the
Company accrued management fees totaling $300,000 and $600,000, respectively,
for services performed by its President and majority shareholder.

In November 2007, the Company received a cash advance from its President and
majority shareholder, Edward Miers in the amount of $1,400. During the first
quarter of 2008, Edward Miers advanced an additional $56,670 to the Company to
fund the Company's short-term operating needs. The Company considers this a
short-term advance and anticipates repaying this advance is full within 180
days.

In December 2007, the Company received a cash advance from one of its
consultants and shareholders, Matthew Lettau in the amount of $11,560. During
the first half of 2008, the Company repaid $11,500 of this advance and as of
September 30, 2008, the balance outstanding is $60.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD LOOKING STATEMENTS - SAFE HARBOR

This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes of
federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect," or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Except for our ongoing securities laws, we
do not intend, and undertake no obligation, to update any forward-looking
statement.

Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include, but
are not limited to:

      o     Our current lack of working capital;
      o     Our ability to successfully market and sell our products;
      o     Deterioration in general or regional economic conditions;
      o     Adverse state or federal legislation or regulation that increases
            the costs of compliance, or adverse findings by a regulator with
            respect to existing operations;
      o     Our ability to continue to issue shares of our common stock in
            exchange for consultant services;
      o     Our ability to continue to issue shares of our common stock due to
            the limited number of authorized shares remaining under our Articles
            of Incorporation, as amended;
      o     Risks and benefits associated with moving our operations to a new
            facility;
      o     Whether we could be deemed a shell company under Rule 12b-2 of the
            Exchange Act;
      o     The unavailability of funds for capital expenditures; and
      o     Operational inefficiencies in distribution or other systems.


                                       9
<PAGE>

For a detailed description of these and other factors that could cause actual
results to differ materially from those expressed in any forward-looking
statement, please see "Factors That May Affect Our Plan of Operation" in this
document and in our Annual Report on Form 10-KSB for the year ended December 31,
2007.

In this filing references to "Grem," "Company," "we," "our," and/or "us," refers
to GREM USA.

The following discussion should be read in conjunction with the financial
statements and notes thereto.

OVERVIEW

We are a Nevada corporation formed on March 26, 1999 under the name "Last
Company Clothing, Inc." which planned to engage in the business of importing and
wholesaling a line of clothing to serve the retail trade known as the "action
sports" or "extreme" sports industry. After a number of name changes, on
December 29, 2004 at our annual meeting of stockholders we approved a change of
name to GREM USA. We have repositioned the company as a designer and
manufacturer of custom handmade and mass-produced electronic guitars,
amplifiers, and accessories.

CRITICAL ACCOUNTING POLICIES

GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company has experienced significant losses. The
future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products and ultimately, upon its
ability to attain future profitable operations. There can be no assurance that
the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the periods presented. Actual results could differ from those estimates.
Significant estimates made in preparing the financial statements include the
lives of property, plant and equipment.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. The Company depreciates
property and equipment using the straight-line method over the estimated useful
lives of the assets, which are generally five to seven years. The Company's
building is being depreciated over an estimated life of twenty seven and a half
years.


                                       10
<PAGE>

INCOME TAXES

Income taxes are provided for based on the asset and liability method of
accounting pursuant to Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes". The asset and liability method requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the reported amount and assets and
liabilities and their tax basis.

STOCK-BASED COMPENSATION

SFAS No. 123R, "Accounting for Stock-Based Compensation" ("SFAS No. 123R')
allows an entity to elect to continue to measure compensation cost under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB No. 25"), but requires pro forma disclosures of net loss and
loss per share as if the fair-valued-based method of accounting had been
applied. In accordance with SFAS 123R, the Company elected to continue to
measure compensation cost under APB No. 25, and comply with the pro forma
disclosure requirements.

The Company has adopted for footnote disclosure purposes SFAS No. 123R, which
requires that companies disclose the cost of stock-based employee compensation
at the grant date based on the value of the award (the fair value method) and
disclose this cost over the service period. The value of the stock-based award
is determined using a pricing model whereby compensation cost is the excess of
the fair value of the award as determined by the model at grant date or other
measurement date over the amount an employee must pay to acquire the stock.

Transactions in which goods or services are received from non-employees for the
issuance of equity securities or stock-based awards are accounted for based on
the fair value of the consideration received.


                                       11
<PAGE>

RESULTS OF OPERATIONS

REVENUE

The decrease in revenue for the three and six months ended September 30, 2008,
compared to the same period in 2007, is primarily due the worsening economic
climate in the United States. Furthermore, production of guitars substantially
decreased as the Company struggled with negative cash flow from its operations.

EXPENSES

Consulting fees decreased 100% for the three and nine months ended September 30,
2008, as compared to the same periods in 2007, as a result of the Company's cost
cutting efforts implemented during the beginning of 2008.

Other selling, general and administrative expenses also decreased for the three
and six months ended September 30, 2008, as compared to the same periods in
2007. These decreases were primarily due to the aforementioned Company cost
cutting efforts implemented during the beginning of 2008.

OTHER

Interest expense increased for the three and six months ended September 30,
2008, as compared to the same periods in 2007, due to increased interest rates
charged by the Company's mortgage company.


                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As a company with minimal operations and not having generated revenues, we do
not have the cash flow to operate our business. In the past we have been
dependent on a combination of borrowed funds, the sale of our restricted common
stock, and the issuance of unrestricted common stock registered under S-8 to
facilitate our cash requirements. Until such time as we generate revenues, if at
all, we plan to accrue the money expensed by Mr. Miers and will compensate him
with either stock or cash when available.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

SATISFACTION OF OUR CASH OBLIGATIONS FOR THE NEXT 12 MONTHS.

We plan on satisfying our cash obligations over the next twelve months through
additional equity and/or third party financing and through revenue generated
from our anticipated guitar sales. During 2007 and during the first half of 2008
we were able to sustain operations through the issuance of stock for services.
However, under our current plan of operation we may not have the minimal cash
requirement to continue in operation for the next 12 months without additional
equity or third party financing. Management anticipates the needs for additional
funds but at this time is not able to determine how much will be necessary. We
do not anticipate generating revenues sufficient enough to satisfy our working
capital requirements within the next twelve months. Additionally, we will
continue to issue stock to our consultants in lieu of making cash payment to
consultants. In 2007, we issued consultants shares of our common stock valued at
approximately $876,050. During the first six months of 2008, we issued
consultants 584,000,000 shares of our common stock valued at $444,800.

SUMMARY OF ANY PRODUCT RESEARCH AND DEVELOPMENT THAT WE WILL PERFORM FOR THE
TERM OF OUR PLAN OF OPERATION.

Gregory Reszel has been continually researching and developing our five initial
prototype guitars and at this time we have completed the design of the five
prototypes. We will now focus on operations on implementing mass production
capabilities once sufficient funds are available, if ever, now that we have
successfully moved our operations to our newly purchased building. We expect in
the near future to begin selling and shipping these five prototypes. Mr. Reszel
however, will continually develop and fine tune our prototypes to constantly
improve the quality and sound of the guitar. In 2007, we issued shares of our
common stock to Mr. Reszel in exchange for services amounting to $38,000. No
shares have been issued during 2008.

SIGNIFICANT CHANGES IN THE NUMBER OF EMPLOYEES.

As of September 30, 2008, we had one employee, other than our sole officer and
director, Edward Miers. We are dependent upon Edward Miers but we have also
relied on the services of independent consultants and contractors to perform
various professional services when needed. We believe that this use of
third-party service providers enhances our ability to contain general and
administrative expenses in the future, as we are not bound by long term
contracts. We will need to hire full time operational staff as our operations
commence. We anticipate the need for seven to twenty employees to be fully
operational. However, due to our limited cash resources, we do not plan to add
employees until such time as we have raised adequate funds to support our
operations.

WE HAVE NO OPERATING HISTORY TO USE TO EVALUATE OUR BUSINESS.

We have no operating history for you to use to evaluate our business. We have
devoted almost all of our efforts to the repositioning our company as a designer
and manufacturer of custom handmade and mass-produced electronic guitars. We are
in an early stage in our development and it is possible that our products may
not sell in the volumes or at the prices that we anticipate, if at all. If that
occurs, we would receive less than the projected income from sales of products
and our profitability would suffer.


                                       13
<PAGE>

MANY OF OUR COMPETITORS ARE LARGER AND HAVE GREATER FINANCIAL AND OTHER
RESOURCES THAN WE DO AND THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO
COMPETE WITH THEM.

The guitar manufacturing industry is extremely competitive and includes several
companies that have achieved establishing a significant market for their
products and have substantially greater financial, development and marketing
resources than we do. If we are unable to establish a market for our products,
or effectively compete in the market, we will fail.

WE HAVE NOT ACCOUNTED FOR THE WITHHOLDING OF FEDERAL OR STATE TAXES UPON THE
ISSUANCE OF COMMON STOCK FOR SERVICES RENDERED BY OUR OFFICER, EMPLOYEES AND
CONSULTANTS, WHICH MAY SUBJECT US TO SUBSTANTIAL TAX LIABILITIES, INCLUDING
PENALTIES AND INTEREST.

The Company did not recognize withholding tax liabilities on the issuance of
shares of common stock to our sole officer and director for the years ended
December 31, 2006 and 2007. Further, over the past several years we have issued
several million dollars worth of stock compensation, to consultants who may be
deemed to be employees, without withholding potential federal or state income
tax liabilities.

The Company has based its decision not to withhold taxes on the belief such
shares of common stock were issued in connection with the performance of
services by true consultants and not by employees, and, as such, are not subject
to tax withholding requirements. There can be no assurance, however, that the
IRS or state taxing authorities will agree with the Company's position and will
not assert that the Company is liable for the failure to withhold income and
employment taxes with respect to the issuance of common stock services. If the
Company became liable for the failure to withhold taxes on the issuances, the
aggregate potential liability, exclusive of any interest or penalties, would
have a material impact on the Company and its results of operations.

The Company has not recognized accruals for the potential withholding taxes,
penalties and/or interest that may be imposed with respect to the withholding
tax issues. If taxing authorities assert such issues and prevail related to
these withholding tax issues and other related contingencies, including
penalties, the liability that could be imposed by taxing authorities would be
substantial.

WE HAVE NOT RECEIVED ADVICE FROM TAX COUNSEL AS TO THE STATUS OF MR. MIERS AS AN
INDEPENDENT CONTRACTOR VERSUS AN EMPLOYEE, AND AS THE RESULT WE MAY BE SUBJECT
TO LIABILITY FOR EMPLOYMENT TAXES, INTEREST, AND PENALTIES.

Our President, Mr. Miers, has received income from us in the form of cash and
stock wherein we have not held back employment taxes as the result of treating
Mr. Miers as an independent contractor. If we have classified Mr. Miers as a
non-employee incorrectly, and have no reasonable basis for treating Mr. Miers as
an independent contractor, then in that event we may be held liable for
employment taxes, interest, and penalties for the payments made to Mr. Miers.

WE EXPECT A SUBSTANTIAL INCREASE IN EXPENSES AND MAY NOT ACHIEVE SIGNIFICANT
PROFITABILITY, THIS MAY CAUSE OUR STOCK PRICE TO FALL.

Because we are in the early stages of operations, we expect to continue to incur
operating losses and to have a negative cash flow unless and until we are able
to generate substantial revenues and reach profitability. We expect that during
the next twelve months, as we try to develop and launch our products; our
operating expenses will be increasing, especially in the areas of development,
sales and marketing and brand promotion. We anticipate that we will have to
incur substantial costs and expenses related to:


                                       14
<PAGE>

      o     hiring additional executive and administrative personnel, and
            additional product development personnel;
      o     continued development of our guitars and the development of proposed
            accessory products; and
      o     advertising, marketing, and promotional activities.

The extent of our losses in the future will depend on our ability to commence
commercial operations and generate revenues on a profitable basis. To do so, we
will have to develop and implement successful manufacturing, sales, and
marketing programs for our guitars. No assurance can be given that we will be
able to achieve this objective or that, if this objective is achieved, that we
will ever be profitable. Our ability to achieve sustained profitability will
depend on our ability to generate and sustain substantial revenues while
maintaining reasonable expense levels. Although we intend to increase our
spending on the activities listed above, these efforts may not result in the
generation of sufficient revenues. If revenues are not generated, this may have
a subsequent impact on our stock price and your investment.

WE RECEIVED AN OPINION FROM OUR ACCOUNTANTS WHICH RAISES DOUBT ABOUT OUR ABILITY
TO CONTINUE AS A GOING CONCERN.

Our audited financial statements for the year ended December 31, 2007 and our
unaudited financial statements for the period ended September 30, 2008 indicate
that there was substantial doubt about our ability to continue as a going
concern due to our need to generate cash from operations and obtain additional
financing.

BECAUSE OUR COMMON STOCK IS DEEMED A LOW-PRICED "PENNY" STOCK, AN INVESTMENT IN
OUR COMMON STOCK SHOULD BE CONSIDERED HIGH RISK AND SUBJECT TO MARKETABILITY
RESTRICTIONS.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the
Securities Exchange Act, it will be more difficult for investors to liquidate
their investment. Until the trading price of the common stock rises above $5.00
per share, if ever, trading in our common stock is subject to the penny stock
rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10.
Those rules require broker-dealers, before effecting transactions in any penny
stock, to:

      o     Deliver to the customer, and obtain a written receipt for, a
            disclosure document;
      o     Disclose certain price information about the stock;
      o     Disclose the amount of compensation received by the broker-dealer or
            any associated person of the broker-dealer;
      o     Send monthly statements to customers with market and price
            information about the penny stock; and
      o     In some circumstances, approve the purchaser's account under certain
            standards and deliver written statements to the customer with
            information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of
broker-dealers to sell the common stock and may affect the ability of holders to
sell their common stock in the secondary market and the price at which such
holders can sell any such securities. These additional procedures could also
limit our ability to raise additional capital in the future.


                                       15
<PAGE>

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING STOCKHOLDERS
WILL SUFFER SUBSTANTIAL DILUTION.

We will require additional funds to initiate our sales and marketing activities.
We anticipate that we will require additional funds for our continued operations
for the next twelve months, depending on revenues, if and when we become fully
operational. Additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all. The inability to obtain additional capital will
restrict our ability to grow and may reduce our ability to continue to conduct
business operations. If we are unable to obtain additional financing, we will
likely be required to curtail our marketing and development plans and possibly
cease our operations. Any additional equity financing will involve substantial
dilution to our then existing stockholders.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR ABILITY TO CONTINUE OUR NORMAL
OPERATIONS.

A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been primarily financed through the sale of
equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our operations. Such reductions
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, there can be no assurance that we can raise additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient capital in the future, we may not be able to
have the resources to continue our normal operations.


                                       16
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not presently a party to any material litigation, nor to the knowledge of
management is any litigation threatened against us, which may materially affect
us.

ITEM 1. RISK FACTORS:

A description of the risk factors associated with our business is included under
"Certain Factors That May Affect Future Results" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contained in Item 2
of Part I of this report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      RECENT ISSUANCES OF SECURITIES REGISTERED PURSUANT TO FORM S-8

      The following table is a summary of the 2007 registration statements filed
on Form S-8.


DATE FORM S-8 FILED     NUMBER OF SHARES REGISTERED    NAME OF PLAN
--------------------------------------------------------------------------------
April 9, 2007           560,000,000 GREM USA           Stock Compensation Plan

We issued shares to the following consultants from a Registration Statement on
Form S-8 filed on April 9, 2007:

PERSON ISSUED TO     DATE OF ISSUANCE      NUMBER OF SHARES      VALUE OF SHARES
--------------------------------------------------------------------------------
Third party               2/19/08               4,000,000            $  2,800
Third party               2/21/08              10,000,000            $  7,000
Third party               2/27/08              80,000,000            $ 56,000
Third party                3/6/08              60,000,000            $ 42,000
Third party               3/13/08              80,000,000            $ 56,000
Third party               4/24/08              60,000,000            $ 72,000
Third party                5/2/08              70,000,000            $ 49,000
Third party                6/4/08             130,000,000            $ 52,000
Third party               6/17/08             120,000,000            $108,000

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.


                                       17
<PAGE>

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

EXHIBIT                                DESCRIPTION
NUMBER

2.1         Plan of Reorganization between Last Company Clothing Inc. and
            Premier ASP Inc. dated February 23, 2001 (INCORPORATED BY REFERENCE
            TO THE EXHIBITS TO FORM 8-K FILED ON APRIL 25, 2001)
2.2         Plan of Reorganization between Premier Axium ASP Inc. and all of the
            stockholders of The Savvy Employer Inc. dated July 16, 2001
            (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM 10-QSB FILED ON
            AUGUST 23, 2001)
2.3         Plan of Reorganization between Premier Axium ASP Inc. and all of the
            stockholders of Active Employment Solutions Inc. dated July 16, 2001
            (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM 10-QSB FILED ON
            AUGUST 23, 2001)
3(i).1      Articles of Incorporation dated March 26, 1999 (INCORPORATED BY
            REFERENCE TO THE EXHIBITS TO FORM 10-SB FILED ON MAY 8, 2000)
3(i).2      Certificate of Amendment to Articles of Incorporation dated July 12,
            2000 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM S-8 FILED ON
            JANUARY 30, 2002)
3(i).3      Certificate of Amendment to Articles of Incorporation dated October
            5, 2000 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM 10-KSB
            FILED ON FEBRUARY 9, 2001)
3(i).4      Certificate of Amendment to Articles of Incorporation dated November
            16, 2000 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM S-8
            FILED ON JANUARY 30, 2002)
3(i).5      Certificate of Amendment to Articles of Incorporation dated March
            26, 2001 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM S-8
            FILED ON JANUARY 30, 2002)
3(i).6      Certificate of Amendment to Articles of Incorporation dated August
            10, 2002 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM 14C
            FILED ON JULY 24, 2002)
3(i).7      Certificate of Amendment to Articles of Incorporation dated February
            22, 2007 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM 8-K
            FILED ON MARCH 7, 2007)
3(ii).1     Bylaws dated March 25, 1999 (INCORPORATED BY REFERENCE TO THE
            EXHIBITS TO FORM 10-SB FILED ON MAY 8, 2000)
4.1         2005 Stock Option Plan dated April 29, 2005 (INCORPORATED BY
            REFERENCE TO THE EXHIBITS TO FORM S-8 FILED ON AUGUST 9, 2005)
4.2         Amendment to 2005 Stock Option Plan dated January 30, 2006
            (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM S-8 FILED ON
            FEBRUARY 3, 2006)
4.3         Amendment to 2005 Stock Option Plan dated November 15, 2005
            (INCORPORATED BY REFERENCE TO THE EXHIBITS TO FORM S-8 FILED ON
            NOVEMBER 18, 2005)
4.4         2004 Stock Compensation Plan dated February 2, 2004 (INCORPORATED BY
            REVERENCE TO THE EXHIBITS TO FORM S-8 FILED ON FEBRUARY 13, 2004)
4.5         2003 Benefit Plan dated February 22, 2003 (INCORPORATED BY REVERENCE
            TO THE EXHIBITS TO FORM S-8 FILED ON MARCH 4, 2003)
4.6         2002 Benefit Plan dated September 26, 2002 (INCORPORATED BY
            REVERENCE TO THE EXHIBITS TO FORM S-8 FILED ON JULY 11, 2002)
4.7         2001 Restricted Share Plan (INCORPORATED BY REVERENCE TO THE
            EXHIBITS TO FORM S-8 FILED ON JANUARY 1, 2002)
10.1        Memorandum of Understanding between the Company and Taylor Ventures,
            LLC dated September 12, 2002 (INCORPORATED BY REVERENCE TO THE
            EXHIBITS TO FORM 10-QSB FILED ON NOVEMBER 14, 2005)


                                       18
<PAGE>

10.2        Real Estate Mortgage between the Company and Taylor Ventures, LLC
            dated November 9, 2005 (INCORPORATED BY REVERENCE TO THE EXHIBITS TO
            FORM 10-QSB FILED ON NOVEMBER 14, 2005)
10.3        Real Estate Mortgage between the Company and InterBay Funding, LLC
            dated July 18, 2006 (INCORPORATED BY REFERENCE TO THE EXHIBITS TO
            FORM 10-QSB FILED ON AUGUST 14, 2006)
31*         Certification of Ed Miers pursuant to Section 302 of the
            Sarbanes-Oxley Act
32*         Certification of Ed Miers pursuant to Section 906 of the
            Sarbanes-Oxley Act

* Filed Herewith
Items 3 and 5 of Part II are not applicable and have been omitted.


                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

GREM USA
(Registrant)

By: /s/ Edward Miers
    ----------------
    Edward Miers, Principal Accounting Officer
    (On behalf of the registrant and as
    principal accounting officer)

Date: November 17, 2008


                                       20