U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

     For the fiscal year ended March 31, 2008 Commission File No. 2-93231-NY

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

     For the transition period from           to           .
                                    ----------   ----------

                        FASHION TECH INTERNATIONAL, INC.
            --------------------------------------------------------
                 (Name of small business issuer in its charter)

               Nevada                                     87-0395695
         --------------------                          ---------------
         State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization                Identification No.)


                      12890 Hilltop Road, Argyle, TX 76226
                      ------------------------------------
               (Address of principal executive offices) (zip code)

         Issuer's telephone number, including area code:  (972) 233-0300
                                                          --------------


          311 South State Street, Suite 460, Salt Lake City, Utah 84111
          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  None

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days.                                                            Yes [X]  No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. (Not applicable) [ ]

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


Issuer's  revenues for its most recent fiscal year. $ -0-


<PAGE>


The  aggregate  market value of the voting stock held by  non-affiliates  is not
determinable because of the lack of any meaningful market value quotations. (See
Item 5 herein).

The number of shares outstanding of the Issuer's common stock at March 31, 2008:
28,728,656





















<PAGE>

FORWARD-LOOKING STATEMENT NOTICE


         When  used  in  this  report,   the  words  "may,"  "will,"   "expect,"
"anticipate,""continue,"    "estimate,"   "project,"   "intend,"   and   similar
expressions  are  intended to  identify  forward-looking  statements  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934  regarding  events,  conditions,  and financial
trends  that may affect  the  Company's  future  plans of  operations,  business
strategy,  operating  results,  and financial  position.  Persons reviewing this
report are cautioned that any  forward-looking  statements are not guarantees of
future  performance and are subject to risks and  uncertainties  and that actual
results may differ  materially  from those included  within the  forward-looking
statements as a result of various factors.  Such factors are discussed under the
headings "Item 1. Description of Business," and "Item 6. Management's Discussion
and Analysis of Financial Condition and Results of Operations," and also include
general economic  factors and conditions that may directly or indirectly  impact
the Company's financial condition or results of operations.



                                     PART I
                                     ------

Item 1.    Description of Business
-------    -----------------------

         (a)  Business Development.

         Fashion  Tech  International,  Inc.  was  originally  formed  as a Utah
corporation in April 1983 under the name Portofino  Investment,  Inc. In January
1984, the Company  changed its name to Fashion Tech  International,  Inc. It has
been an  inactive  shell  corporation  for at least the past 10 years.  In April
1999, the stockholders approved a merger with Fashion Tech International,  Inc.,
a Nevada  corporation to change the domicile of the Company from Utah to Nevada.
For the past several  years the Company has had no active  business  operations,
and has been seeking to acquire an interest in a business with long-term  growth
potential.

         The Company  currently has no commitment or  arrangement to participate
in a business  and cannot now predict what type of business it may enter into or
acquire.  It is emphasized  that the business  objectives  discussed  herein are
extremely  general and are not intended to be  restrictive  on the discretion of
the Company's management.

         The  Company  entered  into a  Stock  Purchase  Agreement  with  Halter
Financial Investments, L.P., a Texas limited partnership ("Purchaser"), dated as
of October  18,  2007 (the "Stock  Purchase  Agreement"),  pursuant to which the
Company  agreed  to sell to  Purchaser  25,137,574  unregistered  shares  of the
Company's  common  stock for  $400,000.  This  agreement  has now closed and all
transactions and matters described therein have been consummated.


<PAGE>

         The Purchaser holds 25,137,574 shares or 87.5% of the 28,728,656 shares
of the Company's common stock presently  outstanding following the completion of
all  matters  referred  to above.  As such,  the Stock  Purchase  Agreement  has
resulted in a change of control of the Company.

         The subject shares were sold to Purchaser  without  registration  under
the Securities Act of 1933, as amended (the  "Securities  Act"),  in reliance on
the exemption from such  registration  requirements  provided by Section 4(2) of
the  Securities  Act for  transactions  not involving any public  offering.  The
shares were sold without  general  advertising  or  solicitation,  the Purchaser
acknowledged that it was purchasing  "restricted  securities" which had not been
registered   under  the  Securities  Act  and  which  were  subject  to  certain
restrictions  on  resale,  and  the  certificate  representing  the  shares  was
imprinted with a restricted stock legend indicating that the shares had not been
registered and could not be resold without registration under the Securities Act
or the availability of an exemption from the registration requirements thereof.

         (b)  Business of Company.

Selection of a Business

         The Company  anticipates that businesses for possible  acquisition will
be  referred  by  various   sources,   including  its  officers  and  directors,
professional advisors, securities broker-dealers,  venture capitalists,  members
of the financial  community,  and others who may present unsolicited  proposals.
The Company will not engage in any general  solicitation  or  advertising  for a
business  opportunity,  and will rely on personal  contacts of its  officers and
directors and their affiliates,  as well as indirect  associations  between them
and other business and professional  people. By relying on "word of mouth",  the
Company may be limited in the number of potential  acquisitions it can identify.
While it is not presently  anticipated that the Company will engage unaffiliated
professional  firms  specializing in business  acquisitions or  reorganizations,
such firms may be retained if  management  deems it in the best  interest of the
Company.

         Compensation to a finder or business  acquisition firm may take various
forms,  including  one-time  cash  payments,  payments  based on a percentage of
revenues or product  sales  volume,  payments  involving  issuance of securities
(including  those  of the  Company),  or  any  combination  of  these  or  other
compensation  arrangements.  Consequently,  the Company is  currently  unable to
predict the cost of utilizing such services.

         The Company will not restrict  its search to any  particular  business,
industry,  or  geographical  location,  and  management  reserves  the  right to
evaluate  and enter into any type of business in any  location.  The Company may
participate in a newly organized business venture or a more established  company
entering  a new phase of growth or in need of  additional  capital  to  overcome
existing  financial  problems.  Participation  in a new business venture entails
greater risks since in many instances management of such a venture will not have
proved its ability,  the eventual  market of such venture's  product or services
will likely not be  established,  and the  profitability  of the venture will be
unproved and cannot be predicted  accurately.  If the Company  participates in a



                                       4
<PAGE>

more established firm with existing financial  problems,  it may be subjected to
risk  because  the  financial  resources  of the  Company may not be adequate to
eliminate or reverse the circumstances leading to such financial problems.

         In seeking a business  venture,  the decision of management will not be
controlled  by an attempt to take  advantage  of any  anticipated  or  perceived
appeal of a specific industry,  management group, product, or industry, but will
be based on the business objective of seeking long-term capital  appreciation in
the real value of the Company.

         The  analysis  of new  businesses  will be  undertaken  by or under the
supervision of the officers and directors.  In analyzing prospective businesses,
management will consider,  to the extent  applicable,  the available  technical,
financial, and managerial resources; working capital and other prospects for the
future;  the  nature of  present  and  expected  competition;  the  quality  and
experience of management  services  which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance of products,  services,  or trade or service
marks; name identification; and other relevant factors.

         The  decision to  participate  in a specific  business  may be based on
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the merit of technological  changes,  and other factors which are difficult,  if
not  impossible,  to analyze through any objective  criteria.  It is anticipated
that the  results  of  operations  of a  specific  firm may not  necessarily  be
indicative  of the  potential  for the  future  because  of the  requirement  to
substantially shift marketing approaches,  expand significantly,  change product
emphasis, change or substantially augment management, and other factors.

         The Company will analyze all available factors and make a determination
based on a composite of available facts,  without reliance on any single factor.
The period  within  which the Company may  participate  in a business  cannot be
predicted  and will  depend  on  circumstances  beyond  the  Company's  control,
including the  availability of businesses,  the time required for the Company to
complete its  investigation  and analysis of  prospective  businesses,  the time
required to prepare  appropriate  documents  and  agreements  providing  for the
Company's participation, and other circumstances.

Acquisition of a Business

         In implementing a structure for a particular business acquisition,  the
Company may become a party to a merger,  consolidation,  or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
a majority or all of the  Company's  directors  may, as part of the terms of the



                                       5
<PAGE>

acquisition transaction,  resign and be replaced by new directors without a vote
of the Company's shareholders.

         In connection with the Company's acquisition of a business, the present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment  in the  Company.  It is not  unusual  for  affiliates  of the entity
participating in the  reorganization to negotiate to purchase shares held by the
present  shareholders  in order to reduce the number of "restricted  securities"
held by persons no longer  affiliated  with the Company  and thereby  reduce the
potential adverse impact on the public market in the Company's Common Stock that
could result from  substantial  sales of such shares after the  restrictions  no
longer apply. As a result of such sales,  affiliates of the entity participating
in  the  business  reorganization  with  the  Company  would  acquire  a  higher
percentage of equity ownership in the Company. Public investors will not receive
any  portion of the  premium  that may be paid in the  foregoing  circumstances.
Furthermore,  the Company's  shareholders  may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

         In the event sales of shares by present  shareholders  of the  Company,
including  officers  and  directors,   is  a  negotiated  element  of  a  future
acquisition,  a  conflict  of  interest  may  arise  because  directors  will be
negotiating  for the  acquisition on behalf of the Company and for sale of their
shares for their own respective  accounts.  Where a business opportunity is well
suited  for  acquisition  by  the  Company,   but  affiliates  of  the  business
opportunity  impose a condition  that  management  sell their  shares at a price
which is  unacceptable  to them,  management may not sacrifice  their  financial
interest  for the  Company  to  complete  the  transaction.  Where the  business
opportunity  is not well  suited,  but the price  offered  management  for their
shares is high,  management will be tempted to effect the acquisition to realize
a substantial  gain on their shares in the Company.  Management  has not adopted
any policy for resolving the foregoing potential  conflicts,  should they arise,
and does not intend to obtain an independent  appraisal to determine whether any
price  that may be offered  for their  shares is fair.  Stockholders  must rely,
instead,  on the  obligation of  management to fulfill its fiduciary  duty under
state law to act in the best interests of the Company and its stockholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of the  transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  times  thereafter.  Although  the  terms  of such
registration  rights  and  the  number  of  securities,  if  any,  which  may be
registered  cannot  be  predicted,  it  may be  expected  that  registration  of
securities  by the  Company  in these  circumstances  would  entail  substantial
expense to the Company.  The issuance of substantial  additional  securities and
their  potential  sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.



                                       6
<PAGE>

         While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for  tax-free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation will hold 50% or more of the voting stock of the surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the issued and outstanding shares of the surviving entity.

         Therefore,  regardless of the form of the business acquisition,  it may
be anticipated  that  stockholders  immediately  prior to the  transaction  will
experience  a  significant  reduction  in their  percentage  of ownership in the
Company.  Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances,  generally accepted accounting principles
will ordinarily require that such transaction be accounted for as if the Company
had been acquired by the other entity owning the business and,  therefore,  will
not permit a write-up in the carrying value of the assets of the other company.

         The manner in which the Company  participates in a business will depend
on the nature of the business,  the respective  needs and desires of the Company
and other parties, the management of the business,  and the relative negotiating
strength of the Company and such other management.

         The Company will  participate in a business only after the  negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements cannot be predicted,  generally such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

         The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest  acquired.  The Company
is unable to predict  whether the Company  will be in control of the business or



                                       7
<PAGE>

whether  present  management  will be in control of the  Company  following  the
acquisition.  It may be expected that the business will present  various  risks,
which cannot be predicted at the present time.

Governmental Regulation

         It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.  The
use of assets and/or  conduct of  businesses  that the Company may acquire could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

         The Company will be involved in intense competition with other business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in  obtaining  suitable
investments.

Employees

         The Company currently has no employees. Executive officers, who are not
compensated  for their time  contributed  to the Company,  will devote only such
time to the affairs of the Company as they deem appropriate,  which is estimated
to be  approximately  20 hours per month per person.  Management  of the Company
expects to use consultants,  attorneys,  and accountants as necessary,  and does
not anticipate a need to engage any full-time employees so long as it is seeking
and evaluating businesses. The need for employees and their availability will be
addressed in connection with a decision whether or not to acquire or participate
in a specific business industry.

Item 2.    Description of Property.
-------    ------------------------

         The Company has no office facilities and does not presently  anticipate
the need to lease commercial  office space or facilities.  The Company may lease
commercial  office  facilities  in the  future at such time as  operations  have
developed to the point where the facilities  are needed,  but has no commitments
or arrangements for any facilities.  There is no assurance  regarding the future
availability of commercial  office  facilities or terms on which the Company may
be able to lease  facilities  in the future,  nor any  assurance  regarding  the
length of time the present arrangement may continue.



                                       8
<PAGE>


Item 3.    Legal Proceedings.
-------    ------------------

         The Company is not a party to any material  pending  legal  proceedings
and, to the best of its knowledge,  no action has been  threatened by or against
the Company.

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

         No matter was  submitted  to a vote of  security  holders  through  the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II
                                     -------

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

         (a)  Market information.

         In  September  2001,  the  Company's  common  stock was included in the
NASD's  Bulletin Board system under the symbol "FTEC".  Although  quotations for
the  Company's  common  stock  appear  on the OTC  Bulletin  Board,  there is no
established   trading  market  for  the  common  stock.  Since  September  2001,
transactions   in  the  common   stock  can  only  be   described  as  sporadic.
Consequently,  the Company is of the opinion that any published prices cannot be
attributed  to a  liquid  and  active  trading  market  and,  therefore,  is not
indicative of any meaningful market value.

         The  following  sets forth high and low bid price  quotations  for each
calendar  quarter  during the last two fiscal  years that  trading  occurred  or
quotations were available.  Such quotations reflect inter-dealer prices, without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.

         Quarter Ended                               High          Low
         -------------                               ----          ---
         June 30, 2006                               $0.35         $0.30
         September 30, 2006                          $0.35         $0.35
         December 31, 2006                           $1.05         $0.35
         March 31, 2007                              $0.65         $0.65
         June 30, 2007                               $0.65         $0.65
         September 30, 2007                          $0.65         $0.65
         December 31, 2007                           $0.51         $0.30
         March 31, 2008                              $0.25         $0.20



         (b)  Holders.

         On April 18,  2008,  there were 458 holders of record of the  Company's
Common Stock.



                                       9
<PAGE>

         (c)  Dividends.

         Except as described below, the Company has not previously paid any cash
dividends  on  common  stock  and  does not  anticipate  or  contemplate  paying
dividends  on  common  stock in the  foreseeable  future.  Management's  present
intention is to utilize all available funds for the development of the business.
The only  restrictions  that limit the ability to pay dividends on common equity
or that are likely to do so in the  future,  are those  restrictions  imposed by
law. Under Nevada corporate law, no dividends or other distributions may be made
which would render a company  insolvent or reduce assets to less than the sum of
liabilities   plus  the  amount  needed  to  satisfy   outstanding   liquidation
preferences.

            The Board of Directors  declared and the Company paid a special cash
dividend of $0.11  per-share to the  shareholders  of the Company on October 29,
2007.  The payment date of the  dividend was October 31, 2007.  The dividend was
payable to the  Company's  shareholders  of record at October 29, 2007,  holding
3,591,082  shares  of its  common  stock  which  resulted  in a  total  dividend
distribution  of  $395,020.  The funds for the  dividend  came from the $400,000
proceeds received from the sale of common stock described above.

         During the fourth  quarter of the fiscal year  covered by this  report,
there was no  repurchase  made by or on behalf of the  issuer or any  affiliated
purchaser,  of  equity  securities  registered  pursuant  to  section  12 of the
Exchange Act. None of the issuer's  securities is registered pursuant to section
12 of the Exchange Act.

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

Plan of Operations.
-------------------

         The Company  had no  operations  or revenue  during the last two fiscal
years. Due to this, the Company realized a net loss. The Company does not expect
to generate  any  meaningful  revenue or incur  operating  expenses,  except for
administrative,  legal,  professional,  accounting and auditing costs associated
with the filing requirements of a public reporting company,  unless and until it
acquires an interest in an operating company.

         The Company does not have sufficient cash to meet its operational needs
for the next twelve months.  Management's  plan of operation for the next twelve
months is to attempt to raise  additional  capital  through  loans from  related
parties, debt financing, equity financing or a combination of financing options.
Currently,  there are no  understandings,  commitments or agreements for such an
infusion of capital and no  assurances  to that  effect.  Unless the Company can
obtain additional  financing,  its ability to continue as a going concern during
the next  twelve-month  period is doubtful.  The Company's  need for capital may
change  dramatically  if and during  that  period,  it acquires an interest in a
business opportunity.



                                       10
<PAGE>


         The   Company's   current   operating   plan  is  to  (i)   handle  the
administrative and reporting  requirements of a public company,  and (ii) search
for potential businesses,  products, technologies and companies for acquisition.
At present,  the Company has no  understandings,  commitments or agreements with
respect  to the  acquisition  of  any  business  venture,  and  there  can be no
assurance  that the  Company  will  identify a  business  venture  suitable  for
acquisition in the future.  Further,  there can be no assurance that the Company
would be successful in  consummating  any acquisition on favorable terms or that
it will be able to profitably manage any business venture it acquires.

         The accompanying  financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern.  However,  the Company has incurred losses since
its inception,  has no on-going operations and has current liabilities in excess
of current assets.  These factors raise  substantial  doubt about the ability of
the  Company to continue  as a going  concern.  In this  regard,  management  is
proposing to raise any  necessary  additional  funds not provided by  operations
through loans and/or through  additional sales of its common stock.  There is no
assurance that the Company will be successful in raising this additional capital
or in achieving profitable  operations.  The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

Item 7.    Financial Statements.
-------    ---------------------

         See attached Financial Statements and Schedules.

Item 8.    Changes In and  Disagreements  With  Accountants  on  Accounting  and
-------    ---------------------------------------------------------------------
           Financial Disclosure.
           ---------------------

         There are not and have not been any  disagreements  between the Company
and its  accountants  on any matter of  accounting  principles  or  practices or
financial statement disclosure.

Item 8A.   Controls and Procedures.
--------   ------------------------

        Management's Annual Report on Internal Control Over Financial Reporting.
        ------------------------------------------------------------------------

         Management  of  the  Company  is  responsible  for   establishing   and
maintaining  adequate  internal control over financial  reporting.  Our internal
control  system was designed to provide  reasonable  assurance to our management
and Board of  Directors  regarding  the  preparation  and fair  presentation  of
financial statements.

         All internal  controls  over  financial  reporting,  no matter how well
designed,  have inherent  limitations,  including the possibility of human error
and the  circumvention  or overriding  of controls.  Therefore,  even  effective
internal control over financial  reporting can provide only reasonable,  and not
absolute,   assurance  with  respect  to  financial  statement  preparation  and
presentation.  Further,  because of changes in conditions,  the effectiveness of
internal  controls over financial  reporting may vary over time.  Because of its
inherent limitations, internal control over financial reporting may also fail to



                                       11
<PAGE>

prevent or detect misstatements.  Therefore, even those systems determined to be
effective  can provide only  reasonable  assurance of  achieving  their  control
objectives.

         Our  management,  including  our  chief  executive  officer  and  chief
financial  officer,  assessed the  effectiveness  of our  internal  control over
financial  reporting as of March 31, 2008. In making its  assessment of internal
control over financial reporting,  management used the criteria set forth by the
Committee  of  Sponsoring  Organizations  of the Treadway  Commission  (COSO) in
Internal Control--Integrated Framework. Based on this evaluation, our management
concluded  that,  as of March 31,  2008,  our internal  control  over  financial
reporting was effective based on those criteria.

         This  annual  report  does not  include  an  attestation  report of the
Company's  independent  registered  public  accounting  firm regarding  internal
control  over  financial  reporting.  Management's  report  was not  subject  to
attestation  by the  Company's  registered  public  accounting  firm pursuant to
temporary  rules of the  Securities  and  Exchange  Commission  that  permit the
Company to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting.
-----------------------------------------------------

        There have been no changes in internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION.

None.






                                    PART III
                                    --------

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


         (a)  Identify Directors and Executive Officers.

         The  following  table sets certain  information  with regard to Richard
Crimmins,  the new executive  officer and director of the Company.  Mr. Crimmins
was appointed to serve for a term of one year, commencing on October 30, 2007.

         Name                    Age         Title
         ----                    ---         -----
         Richard Crimmins        53          President, Secretary, Treasurer
                                             and Director



                                       12
<PAGE>

         The term of  office of each  director  is one year and until his or her
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to removal by the shareholders.  The term of office for each
officer is for one year and until his successor is elected at the annual meeting
of the board of directors and is  qualified,  subject to removal by the board of
directors.

         Certain  biographical  information  of  Richard  Crimmins  is set forth
below.

         Richard Crimmins.  Mr. Crimmins has spent over 25 years in the consumer
products industry in various executive management positions. Mr. Crimmins served
15 years at Nu-kote International  (formerly Unisys Office Products Group) where
he held numerous  management roles including Vice President Sales and Marketing.
Mr.  Crimmins has spent the last five years as an independent  consultant in the
technology services industry working with major retailers and warranty companies
to secure national service contracts.

         Except for SMSA El Paso Acquisition Corporation,  the director holds no
other directorships in any other companies subject to the reporting requirements
of the Securities Exchange Act of 1934.

         (b)  Identify Significant Employees.

         None other than the person previously identified.



         (c)  Family Relationships.

         None

         (d)  Involvement in Certain Legal Proceedings.

         No present officer or director of the Company;  1) has had any petition
filed,  within the past five years,  in Federal  Bankruptcy or state  insolvency
proceedings  on such  person's  behalf or on behalf of any  entity of which such
person was an officer or general  partner within two years of filing;  or 2) has
been  convicted  in a  criminal  proceeding  within  the past  five  years or is
currently a named subject of a pending criminal  proceeding;  or 3) has been the
subject,  within the past five years, of any order, judgment,  decree or finding
(not  subsequently  reversed,  suspended or vacated) of any court or  regulatory
authority  involving  violation of securities or  commodities  laws, or barring,
suspending,   enjoining  or  limiting  any  activity   relating  to  securities,
commodities or other business practice.



                                       13
<PAGE>

         (e) Audit committee financial expert. The issuer does not have an audit
committee financial expert serving on its audit committee, due to lack of funds.
The Company is not presently engaged in any significant  business activities and
has no operations or assets.

         Compliance  with Section  16(a) of the Exchange  Act.  Section 16(a) is
inapplicable.

         Code of Ethics. The issuer has adopted a code of ethics that applies to
its  principal  executive  officer,   principal  financial  officer,   principal
accounting officer or controller,  or persons performing similar functions.  For
purposes of this Item, the term code of ethics means written  standards that are
reasonably  designed  to deter  wrongdoing  and to  promote:  Honest and ethical
conduct,  including  the ethical  handling of actual or  apparent  conflicts  of
interest between personal and professional relationships;  Full, fair, accurate,
timely, and  understandable  disclosure in reports and documents that the issuer
files with,  or submits to, the  Commission  and in other public  communications
made by the issuer;  Compliance with  applicable  governmental  laws,  rules and
regulations;  The prompt  internal  reporting of  violations  of the code to the
board of directors or another appropriate person or persons;  and Accountability
for adherence to the code. The issuer hereby undertakes to provide to any person
without charge, upon request, a copy of such code of ethics. Such request may be
made in writing to the board of directors at the address of the issuer.

Item 10.   Executive Compensation.
--------   -----------------------

         The  Company  has not  paid  any  cash  compensation  to its  executive
officers during the last three fiscal years.

         The Company has no agreement or understanding, express or implied, with
any  officer,  director,  or  principal  stockholder,  or  their  affiliates  or
associates,  regarding employment with the Company or compensation for services.
There  is  no  understanding   between  the  Company  and  any  of  its  present
stockholders  regarding  the  sale  of a  portion  or all of  the  common  stock
currently  held by them in  connection  with  any  future  participation  by the
Company in a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers,  directors, or principal stockholders, or
any of their  affiliates or  associates,  would receive funds,  stock,  or other
assets in connection with the Company's participation in a business. No advances
have been made or contemplated by the Company to any of its officers, directors,
or principal stockholders, or any of their affiliates or associates. There is no
policy that prevents  management from adopting a plan or agreement in the future
that would provide for cash or stock based compensation for services rendered to
the Company.

         On  acquisition of a business,  it is possible that current  management
will resign and be replaced by persons  associated  with the business  acquired,
particularly  if the Company  participates  in a business  by  effecting a stock
exchange,  merger,  or  consolidation.  In the event  that any member of current
management  remains after effecting a business  acquisition,  that member's time
commitment  and  compensation  will likely be  adjusted  based on the nature and
location  of such  business  and the  services  required,  which  cannot  now be
foreseen.



                                       14
<PAGE>

Compensation of Directors  None

Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Arrangements

         The Company has not entered into any contracts or arrangements with any
named  executive  officer  which would  provide such  individual  with a form of
compensation  resulting from such  individual's  resignation,  retirement or any
other termination of such executive officer's employment with the Company or its
subsidiary,  or from a change-in-control of the Company or a change in the named
executive officer's responsibilities following a change-in-control.

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

         The  following  table  sets forth as of March 31,  2008,  the number of
shares of the  Company's  common  stock,  par value  $0.001,  owned of record or
beneficially  by each person known to be the  beneficial  owner of 5% or more of
the issued and outstanding  shares of the Company's common stock, and by each of
the  Company's  officers and  directors,  and by all officers and directors as a
Investments.  On March 31, 2008,  there were 28,728,656  shares of the Company's
common stock issued and outstanding.







Title                                                   Number of       Percent
of Class          Name                                 Shares Owned     of Class
--------          ----                                 ------------     --------
          Principal Shareholders
Common    Halter Financial Investments, L.P. (1)(2)      25,137,574       87.5%
Common    Lynn Dixon                                      1,974,000        6.9%
                   Officers and Directors
Common    Richard Crimmins                                    -0-         -0-%
Common    All Officers and Directors                          -0-         -0-%
                   as a group (1 person)
---------------------------------
 (1)     Halter  Financial   Investments,   L.P.  ("HFI")  is  a  Texas  limited
         partnership  of which  Halter  Financial  Investments  GP, LLC, a Texas
         limited  liability  company,  is the sole general partner.  The limited
         partners of HFI are: (i) TPH Capital, L.P., a Texas limited partnership
         of which TPH Capital GP, LLC, a Texas limited  liability  company ("TPH
         GP"),  is the general  partner and Timothy P. Halter is the sole member
         of TPH GP; (ii) Bellfield Capital, L.P., a Texas limited partnership of
         which  Bellfield  Capital  Management,  LLC, a Texas limited  liability
         company  ("Bellfield  LLC"),  is the sole  general  partner  and  David



                                       15
<PAGE>

         Brigante is the sole member of Bellfield LLC;  (iii)  Colhurst  Capital
         LP, a Texas limited  partnership of which  Colhurst  Capital GP, LLC, a
         Texas  limited  liability  company  ("Colhurst  LLC"),  is the  general
         partner and George L.  Diamond is the sole member of Colhurst  LLC; and
         (iv) Rivergreen  Capital,  LLC, a Texas limited liability  company,  of
         which Marat  Rosenberg  is the sole  member.  As a result,  each of the
         foregoing  persons may be deemed to be a beneficial owner of the shares
         held of record by HFI.
 (2)     Halter  Financial  Investments  GP, LLC,  ("HFIGP") is a Texas  limited
         liability  company and acts as General  Partner of HFI.  The members of
         HFIGP are TPH Capital,  LP, Bellfield Capital, LP, Colhurst Capital, LP
         and Rivergreen Capital, LLC. As a result, each of the foregoing persons
         and their  individual  owners may be deemed to be a beneficial owner of
         the shares held of record by HFI.

         The  foregoing  amounts  include all shares these persons are deemed to
beneficially own regardless of the form of ownership.

Item 12.   Certain Relationships and Related Transactions.
--------   -----------------------------------------------

         The  Company has  entered  into  certain  transactions  with  officers,
directors or affiliates of the Company which include the following:

         The Company is not aware of any  indebtedness  or other  transaction in
which the amount  involved  exceeds $60,000 between the Company and any officer,
director, nominee for director, or 5% or greater beneficial owner of the Company
or an immediate  family member of such person;  nor any  relationship in which a
director or nominee for  director of the Company was also an officer,  director,
nominee for director,  greater than 10% equity owner,  partner, or member of any
firm or other entity which  received  from or paid the Company,  for property or
services,  amounts  exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.

Item 13.   Exhibits
--------   --------

         Exhibits to this report are all  documents  previously  filed which are
incorporated  herein as  exhibits to this report by  reference  to  registration
statements  and other reports  previously  filed by the Company  pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934.

         Exhibits required by Item 601 of Regulation S-B.

                  31.  Certifications  required by Rules 13a-14(a) or 15d-14(a).
                  32.  Section 1350 Certifications

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

(1) Audit Fees



                                       16
<PAGE>

         The  aggregate  fees  billed for each of the last two fiscal  years for
professional  services rendered by the principal accountant for the audit of the
Company's  annual  financial  statements  and  review  of  financial  statements
included  in the  Company's  Form  10-Q  (17 CFR  249.308a)  or  10-QSB  (17 CFR
249.308b)  for  services  that  are  normally  provided  by  the  accountant  in
connection with statutory and regulatory filings or engagements for those fiscal
years was  $6,085 for the fiscal  year ended  March 31,  2007 and $7,708 for the
fiscal year ended March 31, 2008.

(2) Audit-Related Fees
         The  aggregate  fees  billed in each of the last two  fiscal  years for
assurance and related  services by the principal  accountant that are reasonably
related to the  performance  of the audit or review of the  Company's  financial
statements  was $-0- for the fiscal  year ended  March 31, 2007 and $-0- for the
fiscal year ended March 31, 2008.

(3) Tax Fees
         The  aggregate  fees  billed in each of the last two  fiscal  years for
professional  services rendered by the principal  accountant for tax compliance,
tax advice,  and tax  planning was $250 for the fiscal year ended March 31, 2007
and $300 for the fiscal year ended March 31, 2008.

(4) All Other Fees

         The  aggregate  fees  billed in each of the last two  fiscal  years for
products  and  services  provided by the  principal  accountant,  other than the
services  reported  above was $-0- for the fiscal  year ended March 31, 2007 and
$-0- for the fiscal year ended March 31, 2008.

(5) Pre-approval Policies and Procedures

         Before the  accountant  is  engaged  by the  issuer to render  audit or
non-audit  services,  the  engagement  is  approved  by the  company's  board of
directors acting as the audit committee.







                                       17
<PAGE>


                                   SIGNATURES

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


                                                Fashion Tech International, Inc.




Date: June 16, 2008                             /s/ Richard Crimmins
      -------------                             ---------------------------
                                                Richard Crimmins,
                                                President and Sole Director


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



Date: June 16, 2008                             /s/ Richard Crimmins
      -------------                             ---------------------------
                                                Richard Crimmins,
                                                President and Sole Director


















                                       18
<PAGE>
















                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2008



























<PAGE>


                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                            PAGE

    --   Report of Independent Registered Public Accounting Firm               1


    --   Balance Sheets, March 31, 2008 and March 31, 2007                     2


    --   Statements of Operations,  for the years ended March 31, 2008 and
         2007 and from the  re-entering of  development  stage on April 1,
         1985 through March 31, 2008
                                                                               3

    --   Statement of Stockholders' Equity (Deficit), from the re-entering
         of development stage on April 1, 1985 through March 31, 2008        4-5


    --   Statements of Cash Flows,  for the years ended March 31, 2008 and
         2007 and from the  re-entering of  development  stage on April 1,
         1985 through March 31, 2008                                           6


    --   Notes to Financial Statements                                      7-10


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Fashion Tech International, Inc.
Argyle, Texas

We have audited the accompanying  balance sheets of Fashion Tech  International,
Inc.  [a  development  stage  company]  as of March 31,  2008 and 2007,  and the
related statements of operations,  stockholders' equity (deficit) and cash flows
for the years ended March 31, 2008 and 2007 and for the period from  re-entering
of development  stage on April 1, 1985 through March 31, 2008.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Fashion Tech  International,
Inc. as of March 31, 2008 and 2007,  and the results of its  operations  and its
cash flows for the years  ended  March 31, 2008 and 2007 and for the period from
re-entering  of  development  stage on April 1, 1985 through  March 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared assuming that Fashion
Tech International,  Inc. will continue as a going concern. As discussed in Note
5 to the financial  statements,  Fashion Tech  International,  Inc. has incurred
losses since its inception and has not yet  established  profitable  operations.
These  factors  raise  substantial  doubt  about the  ability of the  Company to
continue as a going concern.  Management's plans in regards to these matters are
also  described  in  Note  5.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.
June 16, 2008
Salt Lake City, Utah



<PAGE>


                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                                 BALANCE SHEETS

                                                          March 31     March 31
                                                            2008         2007
                                                         ---------    ---------
                                     ASSETS

Current Assets

Cash                                                     $    --      $    --
                                                         ---------    ---------
Total Current Assets                                          --           --
                                                         ---------    ---------
Total Assets                                             $    --      $    --
                                                         =========    =========

                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current Liabilities
Accounts Payable                                         $   2,058    $   1,625
Advances - related party                                     1,034       25,350
                                                         ---------    ---------
Total Current Liabilities                                    3,092       26,975
                                                         ---------    ---------
Total Liabilities                                            3,092       26,975

Stockholder's Deficit
Preferred stock, $.001 par value, 5,000,000 shares

   authorized, no shares issued and outstanding               --           --
Common stock, $.001 par value, 120,000,000 shares
   authorized, 28,728,656 shares issued and outstanding     28,729        3,591
Capital in excess of par value                             591,392      574,843
Retained deficit                                          (413,549)    (413,549)
Deficit accumulated during the development stage          (209,664)    (191,860)
                                                         ---------    ---------
Total Stockholder's Deficit                                 (3,092)     (26,975)
                                                         ---------    ---------
Total Liabilities and Stockholder's Deficit              $    --      $    --
                                                         =========    =========









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



                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS


                                                                         From the
                                                                      Re-entering of
                                                      For the          Development
                                                    Year Ended      Stage on April 1,
                                                     March 31,        1985 Through
                                              ----------------------    March 31,
                                                 2008         2007         2008
                                              ---------    ---------    ---------
<S>                                           <C>          <C>          <C>

REVENUE                                       $    --      $    --      $    --

EXPENSES:
     General and administrative                  17,672        9,380      209,240
                                              ---------    ---------    ---------

LOSS FROM OPERATIONS BEFORE
  OTHER INCOME (EXPENSE)                        (17,672)      (9,380)    (209,240)
                                              ---------    ---------    ---------
OTHER INCOME (EXPENSE):
     Interest expense                              (132)        (524)      (2,368)
     Gain on disposal of assets                    --           --          1,944
                                              ---------    ---------    ---------
               Total Other Income (Expense)        (132)        (524)        (424)
                                              ---------    ---------    ---------

LOSS BEFORE INCOME TAXES                        (17,804)      (9,904)    (209,664)

CURRENT TAX EXPENSE                                --           --           --

DEFERRED TAX EXPENSE                               --           --           --
                                              ---------    ---------    ---------

NET LOSS                                      $ (17,804)   $  (9,904)   $(209,664)
                                              ---------    ---------    ---------

LOSS PER COMMON SHARE                         $    (.00)   $    (.00)
                                              ---------    ---------









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



                                      -3-
<PAGE>



                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

                      APRIL 1, 1985 THROUGH MARCH 31, 2008


                                                                                                                 Deficit
                                                                                                                Accumulated
                                                             Common Stock           Capital in                  During the
                                                        ------------------------    Excess of      Retained     Development
                                                          Shares        Amount      Par Value      Deficit         Stage
                                                        ----------    ----------    ----------    ----------    ----------
BALANCE, April 1, 1985                                   183,063    $      183    $  327,382    $ (413,549)   $     --

Issuance of 108,000 shares of common stock for
  cash at $.50 per share, November 1985                  108,000           108        53,892          --            --

Return and cancellation of 20,000 shares of
  common stock, November 1985                            (20,000)          (20)       (9,998)         --            --

Issuance of 80 shares of common stock for cash
  at $.50 per share, November 1985                            80          --              40          --            --

Issuance of 80,000 shares of common stock for
  assets at $.50 per share, March 1986                    80,000            80        39,920          --            --

Issuance of 20,000 shares of common stock for
  services at $.50 per share, June 1986                   20,000            20         9,998          --            --

Issuance of 220,000 shares of common stock for
  cash at $.50 per share, October 1986                   220,000           220       109,780          --            --

Net loss from the re-entering of development stage
  on April 1, 1985 through March 31, 1998                   --            --            --            --        (118,056)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 1998                                  591,143           591       531,014      (413,549)     (118,056)

Net loss for the year ended March 31, 1999                  --            --            --            --          (8,666)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 1999                                  591,143           591       531,014      (413,549)     (126,722)

Fractional share adjustment                                  (61)         --            --            --            --

Issuance of 3,000,000 shares of common stock to
  retire note payable and accrued interest at $.001
  per share, June 1999                                 3,000,000         3,000        19,434          --            --

Net loss for the year ended March 31, 2000                  --            --            --            --          (9,713)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 2000                                3,591,082         3,591       550,448      (413,549)     (136,435)

Net loss for the year ended March 31, 2001                  --            --            --            --         (11,003)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 2001                                3,591,082         3,591       550,448      (413,549)     (147,438)

Net loss for the year ended March 31, 2002                  --            --            --            --          (6,159)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 2002                                3,591,082         3,591       550,448      (413,549)     (153,597)

Net loss for the year ended March 31, 2003                  --            --            --            --          (5,554)




                                   [Continued]



                                      -4-
<PAGE>



                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

                      APRIL 1, 1985 THROUGH MARCH 31, 2008

                                   [Continued]


                                                                                                               Deficit
                                                                                                              Accumulated
                                                           Common Stock           Capital in                  During the
                                                      ------------------------    Excess of      Retained     Development
                                                        Shares        Amount      Par Value      Deficit         Stage
                                                      ----------    ----------    ----------    ----------    ----------


BALANCE, March 31, 2003                                3,591,082         3,591       550,448      (413,549)     (159,151)

Net loss for the year ended March 31, 2004                  --            --            --            --          (6,638)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 2004                                3,591,082         3,591       550,448      (413,549)     (165,789)

Net loss for the year ended March 31, 2005                  --            --            --            --          (6,284)
                                                      ----------    ----------    ----------    ----------    ----------
BALANCE, March 31, 2005                                3,591,082         3,591       550,448      (413,549)     (172,073)

Forgiveness of debt by
related party, March 2006                                   --            --          14,306          --            --

Net loss for the year ended March 31, 2006                  --            --            --            --          (9,883)
                                                      ----------    ----------    ----------    ----------    ----------
                                                       3,591,082         3,591       564,754      (413,549)     (181,956)
Forgiveness of debt by
related party, March 2007                                   --            --          10,089          --            --

Net loss for the year ended March 31, 2007                  --            --            --            --          (9,904)
                                                      ----------    ----------    ----------    ----------    ----------
                                                       3,591,082         3,591       574,843      (413,549)     (191,860)
Forgiveness of debt by shareholeder
  as a contribution to capital                              --            --          36,707          --            --

Issuance of 25,137,574 shares of common stock to
  Halter Financial Investments at $.016
  per share, November 2007                            25,137,574        25,138       374,862

Dividends paid at $.11 per share
    on October 29, 2007                                     --            --        (395,020)

Net loss for the year ended March 31, 2008                  --            --            --            --         (17,804)
                                                      ----------    ----------    ----------    ----------    ----------

BALANCE, March 31, 2008                               28,728,656    $   28,729    $  591,392    $ (413,549)   $ (209,664)
                                                      ----------    ----------    ----------    ----------    ----------







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


                                      -5-
<PAGE>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]
                            STATEMENTS OF CASH FLOWS
                                                                                     From the
                                                                                  Re-entering of
                                                                   For the          Development
                                                                 Year Ended      Stage on April 1,
                                                                  March 31,        1985 Through
                                                           ----------------------    March 31,
                                                              2008         2007        2008
                                                           ---------    ---------    ---------
Cash Flows from Operating Activities:
   Net loss                                                $ (17,804)   $  (9,904)   $(209,664)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Non-cash expenses                                           132          524       51,669
     Changes in assets and liabilities:
       (Increase) decrease in prepaid expense                   --           --           --
       Increase (decrease) in accounts payable                   433         (185)         114
       Increase (decrease) in accrued interest                  --           --            699
                                                           ---------    ---------    ---------
               Net Cash (Used) by Operating Activities       (17,239)      (9,565)    (157,182)
                                                           ---------    ---------    ---------

Cash Flows from Investing Activities                            --           --           --
                                                           ---------    ---------    ---------
               Net Cash Provided by Investing Activities        --           --           --
                                                           ---------    ---------    ---------

Cash Flows from Financing Activities:
   Advances from related party                                12,259        9,565       60,202
   Payment of dividend                                      (395,020)                 (395,020)
   Proceeds from notes payable                                  --           --         22,000
   Proceeds from common stock issuance                       400,000         --        470,000
                                                           ---------    ---------    ---------
               Net Cash Provided by Financing Activities      17,239        9,565      157,182
                                                           ---------    ---------    ---------

Net Increase (Decrease) in Cash                                 --           --           --

Cash at Beginning of Period                                     --           --           --
                                                           ---------    ---------    ---------

Cash at End of Period                                      $    --      $    --      $    --
                                                           ---------    ---------    ---------

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
       Interest                                            $    --      $    --      $    --
       Income taxes                                        $    --      $    --      $    --

Supplemental Schedule of Non-cash Investing and Financing Activities:
     For the year ended March 31, 2008:
         During the year  ended  March 31,  2008 a  shareholder  of the  Company
         forgave advances  totaling $36,575 and accrued interest of $132. Due to
         the  related  party  nature  of the  debt,  the  forgiveness  has  been
         accounted for as a capital contribution

     For the year ended March 31, 2007:
         During the year  ended  March 31,  2007 a  shareholder  of the  Company
         forgave  advances and accrued  interest  totaling  $10,089.  Due to the
         related party nature of the debt,  the  forgiveness  has been accounted
         for as a capital contribution.

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

</TABLE>


                                      -6-
<PAGE>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  -  Fashion  Tech  International,  Inc.  ("the  Company")  was
     organized  under the laws of the State of Utah on April 22,  1983 under the
     name  Portofino  Investment,  Inc.  The name of the  Company was changed to
     Fashion  Tech  International,  Inc in January  1984.  In 1999,  the Company
     changed its domicile to the State of Nevada.  The Company  currently has no
     on-going  operations and is considered to have  re-entered the  development
     stage as defined in Statement of Financial  Accounting  Standards  No. 7 on
     April 1, 1985. The Company is currently  seeking business  opportunities or
     potential business acquisitions.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number of shares  outstanding  during  the  period  presented,  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 6].

     Accounting   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, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the reported  amount of revenues  and  expenses  during the
     reported period. Actual results could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No.  155,  "Accounting  for Certain  Hybrid  Financial
     Instruments - an amendment of FASB  Statements  No. 133 and 140",  SFAS No.
     156,  "Accounting  for the  Servicing of Financial  Assets",  SFAS No. 157,
     "Fair Value Measurements", SFAS No. 158, "Employers' Accounting for Defined
     Benefit  Pension  and Other  Postretirement  Plans - an  amendment  of FASB
     Statements  No. 87, 88, 106,  and  132(R)",  SFAS No. 159,  "The Fair Value
     Option for  Financial  Assets and  Financial  Liabilities  -  Including  an
     amendment of FASB  Statement  No. 115",  and SFAS No. 160,  "Noncontrolling
     Interest in Consolidated Financial Statements" (as amended),  were recently
     issued.  SFAS  No.  155,  156,  157,  158,  159  and 160  have  no  current
     applicability  to the Company or their effect on the  financial  statements
     would not have been significant.

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes."  This  statement  requires  an asset  and  liability  approach  for
     accounting for income taxes [See Note 3].

     Restatement - The financial  statements  for all periods have been restated
     to reflect a 100-for-1  reverse  stock  split  which was  effected in April
     1999.

     Reclassification - The financial  statements for periods prior to March 31,
     2008 have been reclassified to conform to the headings and  classifications
     used in the March 31, 2008 financial statements.



                                      -7-
<PAGE>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK

     In April 1999, the Company amended its Articles of  Incorporation to change
     the common stock par value from $.005 to $.001 and to  authorize  5,000,000
     shares of preferred stock with a par value of $.001.

     In April 1999, the Company  authorized a 100-for-1 reverse stock split. The
     financial  statements  for all  periods  have been  restated to reflect the
     stock split.

     In June 1999, the Company issued  3,000,000  shares of common stock for the
     conversion of a $22,000 note payable and $434 of accrued interest.

     In October,  2007, the Company entered into a Stock Purchase Agreement with
     Halter   Financial   Investments,   L.P.,  a  Texas   limited   partnership
     ("Purchaser"),   dated  as  of  October  18,  2007  (the  "Stock   Purchase
     Agreement"),  pursuant  to which the  Company  agreed to sell to  Purchaser
     25,137,574  unregistered shares of the Company's common stock for $400,000.
     The  transactions  under the Agreement  closed on October 30, 2007, and all
     matters described therein were consummated.

     The purchaser holds 25,137,574  shares or 87.5% of the 28,728,656 shares of
     the Company's common stock presently  outstanding  following the completion
     of all matters  referred to above.  As such, the Stock  Purchase  Agreement
     resulted in a change of control of the Company.

     Richard  Crimmins,  as a designee  of  Purchaser,  was  elected as the sole
     director and as the President, CEO, CFO, COO and the Secretary-Treasurer of
     the Company replacing Pam Jowett effective October 30, 2007.

     The Stock Purchase Agreement also required the Company's Board of Directors
     to  declare  and pay a  special  cash  dividend  of $0.11  per share to the
     shareholders  of the Company on October 29,  2007.  The  Purchaser  did not
     participate in such dividend.  The dividend was payable to  shareholders of
     record on October  29,  2007,  which is prior to the date the  shares  were
     issued to Purchaser under the Stock Purchase  Agreement with a payment date
     of October 31, 2007. The dividend was payable to the Company's shareholders
     of record at October 29, 2007, holding 3,591,082 shares of its common stock
     which resulted in a total dividend distribution of $395,020.  The funds for
     the dividend  came from the  $400,000  proceeds  received  from the sale of
     common stock described herein.

     Capital  Contribution  - During the years  ended  March 31,  2008 and 2007,
     respectively  a shareholder  of the Company  forgave  advances  payable and
     accrued interest in the amounts totaling $36,707 and $10,089. In accordance
     with AICPA  Technical  Practice Aids,  Practice Alert 00-1, the forgiveness
     has been charged to Capital in excess of par value.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected future



                                      -8-
<PAGE>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - INCOME TAXES - CONTINUED

     tax benefit/expense of temporary reporting differences between book and tax
     accounting  methods  and  any  available   operating  loss  or  tax  credit
     carryforwards.  At  March  31,  2008,  the  Company  has  available  unused
     operating loss carryforwards of approximately $80,602, which may be applied
     against  future  taxable  income and which expires in various years through
     2028.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately   $12,090   and  $9,420  as  of  March  31,  2008  and  2007,
     respectively,  with an offsetting  valuation  allowance of the same amount,
     resulting in a change in the valuation  allowance of  approximately  $2,670
     during the year ended March 31, 2008.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - During the years ended March 31, 2008 and 2007,
     the Company did not pay any  compensation to any officer or director of the
     Company.

     Office  Space - The  Company  has not had a need to rent  office  space.  A
     shareholder  of the Company is allowing  the Company to use his office as a
     mailing address, as needed, at no expense to the Company.

     Advances  from  Related  Party - During the years  ended March 31, 2008 and
     2007,  respectively,  a  shareholder  of  the  Company  had  no  additional
     advances.  During the year ended March 31, 2008,  the  shareholder  forgave
     advances  of  $25,350.  Due to the  related  party  nature  of the debt the
     Company recorded the forgiveness as a contribution to capital.

     During  the years  ended  March 31,  2008 and 2007,  a  shareholder  of the
     Company  had loaned a total of $12,259  and  $9,565,  respectively,  to the
     Company.  The  advances  were due on demand  and bear  interest  at 10% per
     annum.  Interest  expense  for the  years  ended  March  31,  2008 and 2007
     amounted to $132 and $524, respectively.  During the years ended March 2008
     and 2007 the Shareholder forgave the advances and accrued interest totaling
     $12,391 and $10,089,  respectively.  The  forgiveness of debt was accounted
     for as a capital contribution.

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     accounting  principles  generally accepted in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company,  has incurred  losses since its  inception and has no on-going
     operations.  Further,  the  Company has  current  liabilities  in excess of
     current assets.  These factors raise substantial doubt about the ability of
     the Company to continue as a going concern.



                                      -9-
<PAGE>

                        FASHION TECH INTERNATIONAL, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - GOING CONCERN- CONTINUED

     In this regard,  management is seeking potential business opportunities and
     is  proposing  to raise any  necessary  additional  funds not  provided  by
     operations  through  loans and/or  through  additional  sales of its common
     stock. There is no assurance that the Company will be successful in raising
     additional  capital or in achieving  profitable  operations.  The financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data show the amounts used in computing loss per share:

                                                         For the
                                                        Year Ended
                                                         March 31,
                                               ----------------------------
                                                   2008            2007
                                               ------------    ------------
         Loss from continuing operations
         available to common stockholders
         (numerator)                           $    (17,804)   $     (9,904)
                                               ------------    ------------
         Weighted average number of
         common shares outstanding
         used in loss per share during the
         period (denominator)                    14,030,730       3,591,082
                                               ------------    ------------


     Dilutive  loss per share was not  presented,  as the  Company had no common
     equivalent   shares  for  all  periods  presented  that  would  effect  the
     computation of diluted loss per share.









                                      -10-
<PAGE>