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 JUNE 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
incorporation or organization)                         Identification No.)

                              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 August 4,
2008, was 708,997,481 shares.



<PAGE>




                                 FORM 10-Q INDEX


PART I. FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS (UNAUDITED)

            BALANCE SHEETS AS OF JUNE 30, 2008 AND DECEMBER 31, 2007           4

            STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
            JUNE 30, 2008 AND 2007                                             5

            STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008
            AND 2007                                                           6

            NOTES TO UNAUDITED CONDENSED  FINANCIAL STATEMENTS                 7

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS                                         14

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        22

Item 4.     CONTROLS AND PROCEDURES                                           23

PART II. OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS                                                 24

Item 1a. RISK FACTORS 24

Item 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS       24

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               24

Item 6.     EXHIBITS                                                          25

SIGNATURE                                                                     27



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 KENYON AVENUE, SUITE 100
DENVER, CO 80237
303-796-0099


             Report of Independent Registered Public Accounting Firm

To the Board of Directors
 GREM, USA, Inc.

We have reviewed the accompanying balance sheets of GREM, USA, Inc. as of June
30, 2008 and the related statements of operations for the three-months and six
months ended June 30, 2008, and 2007 and related statements of cash flows for
the six-months ended June 30, 2008 and 2007, included in the accompanying
Securities and Exchange Commission Form 10-Q for the period ended June 30, 2008.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements as a whole. Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.





Jaspers + Hall, PC
August 19, 2008



<PAGE>

<TABLE>
<CAPTION>

                                    GREM USA
                                 BALANCE SHEETS
                                   (UNAUDITED)
                                                     JUNE 30,       DECEMBER 31,
                                                       2008            2007
                                                   ------------    ------------
                                                    (UNAUDITED)
ASSETS
Current Assets:
<S>                                                <C>             <C>
    Cash                                           $      1,328    $        692
   Deposits                                               1,834           1,834
                                                   ------------    ------------
      Total Currents Assets                               3,162           2,526
                                                   ------------    ------------

Property and Equipment, net                             347,915         362,235
                                                   ------------    ------------
TOTAL ASSETS                                       $    351,077    $    364,761
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
   Accounts payable                                      55,821          55,069
   Accrued management services                        1,301,664       1,307,864
   Advances from related parties                         87,380          12,960
   Current portion of long-term debt                    236,264         236,076
                                                   ------------    ------------
      Total Current Liabilities                       1,681,129       1,611,969
                                                   ------------    ------------
Long-Term Liabilities:
    Notes payable, long-term portion                    397,031         404,984
                                                   ------------    ------------
     Total Long-term liabilities                        397,031         404,984
                                                   ------------    ------------
   Total Liabilities                                  2,078,160       2,016,953
                                                   ------------    ------------

Stockholders' Deficiency
   Preferred stock                                        5,200            --
   Common stock                                         589,016           5,016
   Additional paid-in capital                        35,767,646      35,750,647
   Treasury stock                                       (60,593)        (60,593)
   Accumulated deficit                              (38,028,352)    (37,347,262)
                                                   ------------    ------------
       Total Stockholders' Deficiency                (1,727,083)     (1,652,192)
                                                   ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY     $    351,077    $    364,761
                                                   ============    ============


                 SEE ACCOUNTANTS' REVIEW REPORT AND ACCOMPANYING
                       NOTES TO THE FINANCIAL STATEMENTS.
</TABLE>


                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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

                                                For the Three Months Ended        For the Six Months Ended
                                                         June 30                           June 30

                                                  2008            2007              2008             2007
                                             -------------    -------------    -------------    -------------


<S>                                          <C>              <C>              <C>              <C>
REVENUES - net                               $        --      $       9,800    $       3,040    $      14,600

EXPENSES:
 Management compensation                           300,000          300,000          600,000          600,000
 Consulting fees                                      --            644,800             --            648,000
 Other selling, general and
   administrative exp.                               6,630           22,738           31,185           76,131
 Depreciation                                        7,156            7,156           14,320           14,320
                                             -------------    -------------    -------------    -------------
  Total Operating Expenses                         313,786          974,694          645,505        1,338,451
                                             -------------    -------------    -------------    -------------

OTHER REVENUES & EXPENSES:
 Interest income                                      --                 46                4              366
 Interest expense                                  (20,524)         (17,493)         (38,629)         (33,895)
 Other income                                         --               --               --               --
                                             -------------    -------------    -------------    -------------
  Total Other Revenues & Expenses                  (20,524)         (17,447)         (38,625)         (33,529)
                                             -------------    -------------    -------------    -------------

NET LOSS                                     $    (334,310)   $    (982,341)   $    (681,090)   $  (1,357,380)
                                             =============    =============    =============    =============
Per share information
   Weighted average number
     of common shares outstanding              200,499,758        4,481,119      328,576,681        3,343,614
                                             =============    =============    =============    =============

Basic and Diluted Loss per common share      $        0.00    $        0.00    $        0.00    $        0.00
                                             =============    =============    =============    =============









                 SEE ACCOUNTANTS' REVIEW REPORT AND ACCOMPANYING
                       NOTES TO THE FINANCIAL STATEMENTS.
</TABLE>


                                      -5-
<PAGE>

<TABLE>
<CAPTION>

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

                                                         For the Six Months Ended
                                                                 June 30,
                                                       --------------------------
                                                          2008           2007
                                                       -----------    -----------
Cash Flows from Operating Activities:
<S>                                                    <C>            <C>
  Net Loss                                             $  (681,090)   $(1,353,643)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation expense                                     14,320         14,320
   Stock issued for services                               606,199      2,163,700
    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         27,751
     Increase in accrued management fee                     (6,199)      (900,146)
                                                       -----------    -----------
  Total adjustments                                        615,071      1,312,569
                                                       -----------    -----------

Net Cash Used in Operating Activities                      (66,019)       (41,074)

Cash Flows Used in Investing Activities                       --             --

Cash Flows from Financing Activities:
  Payments on notes payable                                 (7,765)        (6,495)
  Repayments on advances from related parties              (11,500)          --
  Proceeds from short-term loan to shareholder              85,920         44,164
                                                       -----------    -----------

Cash Flows Provided by Financing Activities                 66,655         37,669
                                                       -----------    -----------

Net Increase (Decrease) in cash and cash equivalents           636         (3,405)

Cash and cash equivalents - beginning of period                692         12,803
                                                       -----------    -----------

Cash and cash equivalents - end of period              $     1,328    $     9,398
                                                       ===========    ===========






                 SEE ACCOUNTANTS' REVIEW REPORT AND ACCOMPANYING
                       NOTES TO THE FINANCIAL STATEMENTS.
</TABLE>

                                      -6-
<PAGE>


                                    GREM USA
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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 June 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 June 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.


                                      -7-
<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:

                                       JUNE 30,     DECEMBER 31,   DEPRECIABLE
                                         2008          2007           LIFE
                                      ---------     ---------    --------------
Land                                  $  15,000     $  15,000     NA
Building                                285,300       285,300     27.5 years
Office Furniture                          2,650         2,650     5 years
Equipment                               122,650       122,650     5 - 7 years
                                      ---------     ---------
                                        425,600       425,600
Less accumulated depreciation           (77,685)      (63,365)
                                      ---------     ---------
                                      $ 347,915     $ 362,235
                                      =========     =========


NOTE 4- NOTES PAYABLE AND CONVERTIBLE DEBENTURE

Notes payable at June 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 June 2007                                               1,918
                                                                     ----------
Total notes payable                                                     633,295
Less: current portion                                                  (236,264)
                                                                     ----------

Total long-term debt                                                 $  397,031
                                                                     ==========


For the six month periods ended June 30, 2008 and 2007, the Company has recorded
interest expense totaling $38,629 and $33,895, respectively.

As of June 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.

                                      -8-
<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.

                                      -9-
<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 June 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 June 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.

                                      -10-
<PAGE>



NOTE 9 - RELATED PARTY TRANSACTIONS

In each three and six month period ended June 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
June 30, 2008, the balance outstanding is $60.


NOTE 10 - NEW ACOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (SFAS 162). SFAS 162 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 conformity with generally accepted accounting principles (the GAAP
hierarchy). SFAS 162 will become 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." The Company does not expect the adoption of SFAS 162 to have a
material effect on its results of operations and financial condition.
In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 "Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis and will be adopted by the Company in the first quarter of fiscal 2009.
The Company does not expect the adoption of FSP APB 14-1 to have a material
effect on its results of operations and financial condition.

In April 2008, the FASB issued FASB Staff Position (FSP) 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 FASB
Statement No. 142, "Goodwill and Other Intangible Assets." The intent of this
FSP is to improve the consistency between the useful life of a recognized
intangible asset under Statement 142 and the period of expected cash flows used
to measure the fair value of the asset under FASB Statement No. 141 (Revised
2007), "Business Combinations," and other U.S. generally accepted accounting
principles (GAAP). This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is prohibited. The Company does not expect the
adoption of FAS 142-3 to have a material effect on its results of operations and
financial condition.

In March 2008, the FASB issued Statement No. 161, "Disclosures about Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 133"
(SFAS 161). The Statement requires companies to provide enhanced disclosures
regarding derivative instruments and hedging activities. It requires companies
to better convey the purpose of derivative use in terms of the risks that such
company is intending to manage. Disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items

                                      -11-
<PAGE>

are accounted for under SFAS No. 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company's financial
position, financial performance, and cash flows are required. This Statement
retains the same scope as SFAS No. 133 and is effective for fiscal years and
interim periods beginning after November 15, 2008, or January 1, 2009 for the
Company. The Company does not expect the adoption of SFAS 161 to have a material
effect on its results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141, "Business Combinations" (revised
2007) (SFAS 141-R), which provides greater consistency in the accounting and
financial reporting of business combinations. It requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to disclose the nature and financial effect of the
business combination. SFAS 141-R is effective for acquisitions in fiscal years
beginning after December 15, 2008, or January 1, 2009 for the Company. The
Company does not expect the adoption of SFAS 141 to have a material effect on
its results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements" (SFAS 160). This Statement amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective
for fiscal years beginning after December 15, 2008, or January 1, 2009 for the
Company. The Company is currently assessing the impact, if any, the adoption
will have on its financial position and results of operations.

On February 15, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (SFAS 159). Under this standard, the Company may elect to
report financial instruments and certain other items at fair value on an
investment-by-investment basis with changes in value reported in earnings. This
election is irrevocable. SFAS 159 provides an opportunity to mitigate volatility
in reported earnings that is caused by measuring hedged assets and liabilities
that were previously required to use a different accounting method than the
related hedging contracts when the complex provisions of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," hedge accounting
are not met. SFAS 159 is effective for years beginning after November 15, 2007.
Early adoption within 120 days of the beginning of the Company's 2007 fiscal
year is permissible, provided the Company has not yet issued interim financial
statements for 2007 and has adopted SFAS 157, "Fair Value Measurements" (SFAS
157). Adoption of this standard did not have a material effect on its
consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
No. 157), which clarifies the definition of fair value whenever another standard
requires or permits assets or liabilities to be measured at fair value.
Specifically, the standard clarifies that fair value should be based on the
assumptions market participants would use when pricing the asset or liability,
and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. SFAS No. 157 does not expand the use of fair value to
any new circumstances, and must be applied on a prospective basis except in
certain cases. The standard also requires expanded financial statement
disclosures about fair value measurements, including disclosure of the methods
used and the effect on earnings.

                                      -12-
<PAGE>


In February 2008, FASB Staff Position (FSP) FAS No. 157-2, "Effective Date of
FASB Statement No. 157" (FSP No. 157-2) was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The partial adoption of SFAS No. 157 on January
1, 2008 with respect to financial assets and financial liabilities recognized or
disclosed at fair value in the financial statements on a recurring basis did not
have a material effect on the Company's consolidated financial statements. The
Company is currently assessing the impact, if any, of SFAS No. 157 relating to
its planned January 1, 2009 adoption of the remainder of the standard.




                                      -13-
<PAGE>





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.

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.

                                      -14-
<PAGE>


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. As
of June 30, 2008, the current liabilities exceed the current assets by
$1,667,968. 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.


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.

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.

                                      -15-
<PAGE>


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.

NEW ACCOUNTING PRONOUNCEMENTS

For new accounting pronouncements see Note 10 in Notes to Financial Statements.

                                      -16-
<PAGE>


RESULTS OF OPERATIONS

The following table summarizes certain aspects of the Company's results of
operations for the three and six months ended June 30, 2008, compared to the
three and six months ended June 30, 2007:

<TABLE>
<CAPTION>

                            For the Three Months                            For the Six Months Ended
                                Ended June 30                                       June 30
                          ------------------------                          ------------------------
                             2008          2007      $ CHANGE   % CHANGE       2008         2007      $ CHANGE    % CHANGE
                          -------------------------------------------------------------------------------------------------
<S>                       <C>          <C>          <C>           <C>       <C>          <C>          <C>           <C>
REVENUES - net            $    --      $   9,800    $  (9,800)   -100.0%    $   3,040    $  14,600    $ (11,560)   -79.2%

EXPENSES:

Management compensation     300,000      300,000    $    --          0.0%     600,000      600,000    $    --          0.0%

Consulting fees                --        644,800    $(644,800)   -100.0%         --        648,000    $(648,000)   -100.0%
Other selling, general
and admin                     6,630       22,738    $ (16,108)   -70.8%        31,185       76,131    $ (44,946)   -59.0%

Depreciation                  7,156        7,156    $    --          0.0%      14,320       14,320    $    --          0.0%

OTHER:

Interest income                --             46    $     (46)   -100.0%            4          366    $    (362)   -98.9%

Interest expense            (20,524)     (17,493)   $  (3,031)      17.3%     (38,629)     (33,895)   $  (4,734)      14.0%
</TABLE>

REVENUE

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

                                      -17-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes the Company's cash and cash equivalents, working
capital deficit, long-term debt and cash flows as of and for the six months
ended June 30, 2008:

                                                              JUNE 30,
                                                                2008
                                                            -----------
           Cash and cash equivalents                        $     1,328
           Working capital (deficit)                         (1,677,968)
           Net cash (used in) operating activities             (672,218)
           Net cash (used in) investing activities                 --
           Net cash provided by financing activities            672,854
           Long-term debt, less current portion                 397,031

As of June 30, 2008, the Company's balance sheet included cash and cash
equivalents of $1,328. The Company's operations used $672,218 in cash during the
six months ended June 30, 2008. As of June 30, 2008, the Company had $1,357,486
in cash obligations for accounts payable and accrued management services. The
Company's working capital deficit is $1,677,968.

The Company currently is not investing its cash flow in capital projects as the
majority of cash is being used to fund its current operations.

Financing activities for the six months ended June 30, 2008 included $606,199 in
proceeds from the issuance of its stock and proceeds of $85,920 from a
short-term advance from its CEO, Ed Miers. In addition, the Company used $7,765
to repay its mortgage loan obligation and it used $11,500 to repay Matt Lettau,
a Company consultant and shareholder.

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.

A critical component of our operating plan impacting our continued existence is
the ability to obtain additional capital through additional equity and/or debt
financing. We do not anticipate enough positive internal operating cash flow
until such time as we can generate substantial revenues, which may take the next
few years to fully realize. In the event we cannot obtain the necessary capital
to pursue our strategic plan, we may have to cease or significantly curtail our
operations. This would materially impact our ability to continue operations.

Our near term cash requirements are to be offset through the issuance of our
unrestricted common stock and through guitar sales. Since inception, we have
financed cash flow requirements through debt financing and issuance of common
stock for cash and services. As we expand operational activities, we may
continue to experience net negative cash flows from operations, pending receipt
of product sales, and will be required to obtain additional financing to fund
operations through common stock offerings and debt financing to the extent
necessary to provide working capital.

Over the next twelve months we believe that existing capital and anticipated
funds from operations will not be sufficient to sustain operations and planned
expansion. Consequently, we may be required to seek additional capital in the
future to fund growth and expansion through additional equity or debt financing
or credit facilities. No assurance can be made that such financing would be
available, and if available it may take either the form of debt or equity. In
either case, the financing could have a negative impact on our financial
condition and our stockholders.

                                      -18-
<PAGE>


We anticipate incurring operating losses over the next twelve months. Our lack
of operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development. Such risks include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks we must, among other things, obtain a customer base, implement and
successfully execute our business and marketing strategy, continue to develop
and upgrade technology and products, respond to competitive developments, and
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.

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 June 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.

                                      -19-
<PAGE>


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.

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.

                                      -20-
<PAGE>



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:

     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 June 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.

                                      -21-
<PAGE>


THE LIMITED NUMBER OF REMAINING AUTHORIZED SHARES OF COMMON STOCK MAY LIMIT OUR
ABILITY TO ISSUE ADDITIONAL SHARES OF COMMON STOCK TO SATISFY OUR OPERATING
EXPENSES.

In the past we have relied on the ability to issue shares of our common stock to
satisfy the majority of our operating expenses. We are authorized to issue 5
billion shares of common stock. As of August 1 2008, we had 708,997,481 shares
outstanding, which allows us to issue an additional 4,291,002,519 shares
(approximately $2,145,501 in value) without amending our Articles of
Incorporation. Our inability to issue shares of our common stock to satisfy our
working capital needs may be substantially impact our ability to continue to
retain the services of consultants and employees.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

INTEREST RATE RISK. The Company's exposure to market risk for changes in
interest rates relates primarily to the Company's cash and cash equivalents and
outstanding debt. At June 30, 2008, the Company had $1,328 in cash and cash
equivalents. Based on the investment interest rate and the balance as of June
30, 2008, a hypothetical 1% decrease in interest rates would decrease interest
income by a nominal amount. The Company has not experienced any losses on
deposits of cash or cash equivalents.

The Company cannot predict market fluctuations in interest rates and their
impact on its variable rate debt, nor can there be any assurance that fixed rate
long-term debt will be available to the Company at favorable rates, if at all.
Consequently, future results may differ materially from the estimated adverse
changes discussed above. Changes in interest rates do not affect the amount of
interest we pay on our fixed rate senior convertible notes, but do affect the
fair value of the debt.

                                      -22-
<PAGE>



ITEM 4. CONTROLS AND PROCEDURES:

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's management evaluated, with the participation of the Chief
Executive Officer and the Chief Financial Officer, the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company's
principal executive officer and principal financial officer have concluded that
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934) (the Exchange Act) are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms and is accumulated and communicated to our
management, including the principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in the Company's internal control over financial reporting
that occurred during the period covered by this Quarterly Report on Form 10-Q
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.



                                      -23-
<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.


<TABLE>
<CAPTION>

     DATE FORM S-8 FILED                   NUMBER OF SHARES REGISTERED                      NAME OF PLAN
---------------------------------------- -------------------------------- --------------------------------------------------
<S>   <C>                                          <C>
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
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None.

                                      -24-
<PAGE>


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

None.

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 June 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)

                                      -25-
<PAGE>

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)
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.


                                      -26-
<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: AUGUST 19, 2008













                                      -27-