U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-KSB


                                    (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
                                     OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                     ______________ TO ______________

                   COMMISSION FILE NUMBER: 000-51245

                         NORTH SHORE CAPITAL ADVISORS CORP.
                  (Name of Small Business Issuer in Its Charter)

                         Delaware                     20-1354612
              (State or Other Jurisdiction of       (I.R.S. Employer
             Incorporation or Organization)         Identification No.)

                  20 Marlin Lane, Port Washington, New York 11050
                 (Address of Principal Executive Offices) (Zip Code)

                      Company's telephone number: (516) 765-6220

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

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

        Common Stock, $0.0001 Par Value

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [  ].

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes    [X]      No  [  ]

     Indicate by check mark 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 [X]

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

     State issuer's revenues for its most recent fiscal year: $18,267

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified  date  within the past 60 days:  Registrant's  common  stock has not
traded and there is no market for the common stock at this time. Based solely on
the price per share of $1.00 paid to the registrant in the most recent  purchase
of shares of common stock by third party  investors in the past, it is estimated
that the aggregate market value of the voting and non-voting  common equity held
by non-affiliates is approximately $64,150.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity:  As of March 27, 2008,  282,350 shares of common stock, par value
$.001 per share, were outstanding.

                Documents Incorporated by Reference
                               None

Transitional Small Business Disclosure Format (check one): Yes  [  ]   No  [X]

                                1





<PAGE>

    FORWARD LOOKING STATEMENTS

     Certain   statements  made  in  this  Annual  Report  on  Form  10-KSB  are
"forward-looking  statements"  (within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995) regarding the plans and objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause actual  results,  performance or
achievements  of North  Shore  Capital  Advisors  Corp.  (the  "Company")  to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such  forward-looking  statements.  The  forward-looking
statements  included  herein  are based on  current  expectations  that  involve
numerous risks and uncertainties.  The Company's plans and objectives are based,
in  part,  on  assumptions   involving  the  continued  expansion  of  business.
Assumptions  relating to the foregoing  involve judgments with respect to, among
other things,  future  economic,  competitive  and market  conditions and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions  underlying the forward-looking  statements are
reasonable,  any of the assumptions could prove inaccurate and, therefore, there
can be no assurance the forward-looking  statements included in this Report will
prove to be accurate. In light of the significant  uncertainties inherent in the
forward-looking  statements  included herein particularly in view of the current
state  of our  operations,  the  inclusion  of such  information  should  not be
regarded as a statement by us or any other person that our  objectives and plans
will be achieved.  Factors that could cause actual results to differ  materially
from those expressed or implied by such forward-looking  statements include, but
are not limited to, the factors set forth herein under the headings "Description
of Business,"  "Management's  Discussion  and Analysis" and "Risk  Factors".  We
undertake  no  obligation  to  revise  or update  publicly  any  forward-looking
statements for any reason.

Part I

Item 1. DESCRIPTION OF BUSINESS

Our Company

     North Shore Capital Advisors Corp.  ("we", "us" or "NSCA" or the "Company")
is a financial  services and management  consulting firm which delivers hands-on
business  and  financial   consulting   services  including  corporate  advisory
services,   business   development   services,   mergers  &  acquisitions,   and
divestitures, including business and asset valuations. Our focus is on small and
emerging growth public and private  companies that historically have not had the
access to or resources to hire the larger,  more established  financial services
and management consulting firms. As of the date hereof, the Company has only one
part-time  employee,  its  President,  Steven Cohen.  Mr. Cohen has  substantial
experience in the financial services  industry,  having spent over fifteen years
at several major investment banking and financial services firms. See "Directors
and Executive  Officers,  Promoters and Control Persons".  The Company has three
clients  and,  from   inception   through   December  31,  2007,  has  generated
approximately $50,800 in revenues from operations.  The Company's activities for
its  clients  to date  include  advising  one  client  with  respect  to  merger
candidates,  seeking  investment  opportunities  for a second client and general
advisory  work for all three of its clients.  We provide or offer the  following
services:

     Mergers - We assist  private and public  companies  in merger  transactions
encompassing a spectrum of  requirements  from  valuations and evaluation of the
business  and  economic   attractiveness   of  a  potential  merger  partner  to
negotiations of definitive agreements.

     Acquisitions  - We  advise  clients  on  acquisition  strategies,  evaluate
corporate  synergies and negotiate  purchase  agreements.  Such acquisitions may
take  the form of stock or asset  transactions.  We use  industry  contacts  and
relationships,  extensive  databases and effective  search  concepts to identify
potential acquisition targets that fit with a client's business and strategy.

     Sales and  Divestitures  - We also advise  sellers of  specific  assets and
companies.  We  prepare  in-depth  valuations,   economic  models,   descriptive
memoranda,  research  the  marketplace  for the most  logical  buyers,  and work
proactively with our clients' legal and tax advisors.

     Corporate  Finance and Business  Development - We identify and evaluate the
strategic   merits  and   financial   attractiveness   of  potential   strategic
investments,  new business ventures,  capital sources and business combinations.
We assist  clients  develop  business  and  financial  strategies  and help them
prepare business plans and corporate presentations.

     Business  and Asset  Valuations  - We may provide  clients and their owners
with independent business and asset valuations with respect to the businesses of
our clients.  We will use proven financial  methodologies that derive value, and
incorporate   cross  functional   reviews  of  relevant   markets,   operational
capabilities and financial strengths and weaknesses.

                                2
<PAGE>
     Since the  beginning  of 2005,  NSCA has entered  into  financial  services
consulting agreements with three clients.

     We may seek acquisitions or mergers with other entities in our current area
of business which are intended to enhance our value.  In the event we are unable
to identify suitable  acquisition or merger candidates,  we may elect to acquire
or merge with an entity in a related or unrelated  field.

     On March  13,  2007,  the  Company  entered  into a letter  agreement  (the
"Agreement") with Harron,  S.A.  ("Harron") and Dan Mamane, the sole shareholder
of Harron  (the  "Shareholder")  pursuant  to which  Harron and the  Shareholder
agreed to enter into a share  exchange  agreement  with the Company  pursuant to
which the  Company  will  acquire  (the  "Transaction")  all of the  issued  and
outstanding  capital  stock of Harron in exchange  for the issuance of 7,000,000
shares of the  Company's  common  stock and  2,000,000  shares of the  Company's
Series A  Preferred  Stock  (the  "Preferred  Stock")  to the  Shareholder.  The
Preferred Stock will  automatically  be converted into an additional  13,564,650
shares of the  Company's  common  stock  upon the  filing by the  Company  of an
amendment to its  certificate of  incorporation  which  increases the authorized
shares  of the  Company's  common  stock to  50,000,000.  Harron  is a  consumer
electronics company based in Switzerland.

     In  consideration  for Harron and the Shareholder  agreeing to enter into a
share  exchange  agreement,  one of the  stockholders  of the Company  agreed to
reimburse Harron for $100,000 of expenses  incurred by Harron in connection with
the share exchange agreement and the transactions  contemplated thereby upon the
execution of the Agreement and an additional $50,000 of such expenses upon the

     closing of the share exchange agreement.  At the closing, it is anticipated
that all of the present  officers  and  directors of the Company will resign and
the  Shareholder  will become the President and Chief  Executive  Officer of the
Company pursuant to a five year employment agreement. The Company is negotiating
with Harron and the  Shareholder  with respect to the share exchange  agreement,
and, therefore,  any closing under that agreement is subject to the execution of
a definitive  agreement and the satisfaction of the closing conditions set forth
therein.  Among  the  closing  conditions  that have not been  satisfied  is the
delivery of Harron's audited  financial  statements for the years ended December
31, 2006 and 2007.

     On March 15, 2007 the Company  filed a Current  Report on Form 8-K with the
Securities and Exchange Commission with respect to the foregoing.

Industry Background

     All aspects of the Company's business are highly competitive. We compete in
markets  directly with numerous  other firms in the areas of financial  services
and strategic advisory services,  including investment banking firms, investment
advisors,  management  and strategy  consulting  firms,  and certain  commercial
banks.

     The financial  services and management  consulting  industries  have become
considerably more concentrated as numerous firms have been acquired by or merged
into other firms.  This provides an opportunity  for NSCA to provide  consulting
services to smaller and emerging growth companies,  which services can generally
not be provided  on a  cost-efficient  basis by many of our larger  competitors.
However, these developments have increased competition from other firms, most of
which have  significantly  greater equity capital than the Company.  Legislative
and  regulatory  changes in the United  States allow  commercial  banks to enter
businesses  previously limited to investment banks, and several large commercial
banks,  insurance companies and other broad-based  financial services firms have
merged with other financial  institutions.  Most of these firms have far greater
capital than the Company and have the ability to offer a wide range of products,
from loans,  deposit-taking  and insurance to brokerage,  asset  management  and
investment banking services,  which may enhance their competitive position. They
also have the  ability  to  support  their  financial  services  and  management
consulting  services with  commercial  banking,  insurance  and other  financial
services  revenues in an effort to gain  market  share,  which  could  result in
pricing pressure in the Company's businesses.

                                3
<page>


Historical Operations


     NSCA was  organized in the State of Delaware in 2004.  Since its  formation
NSCA has raised an aggregate $83,350 from the sale of NSCA Stock to its founders
and  in a  private  placement  which  closed  in  February  2005  (the  "Private
Placement").  The Private  Placement was effected  pursuant to an exemption from
registration  set  forth in Rule  504 of  Regulation  D  promulgated  under  the
Securities Act of 1933, as amended (the "Act"). Prior to the commencement of the
Company's Private Placement,  the Company filed a Registration Statement on Form
U-7 (the  "Registration  Statement")  with the State of Nevada,  which underwent
review by the Securities Division of the Nevada Secretary of State,  Pursuant to
such review,  the Company received and responded to comments with respect to the
Registration  Statement  from  the  Securities  Division  and  the  Registration
Statement was declared effective on October 13, 2004. At the time of the Private
Placement, the Company was not:

1.   subject  to the  reporting  requirements  of  section  13 or  15(d)  of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

2.   an investment company; or

3.   a development  stage  company that either has no specific  business plan or
     purpose or has indicated that its business plan is to engage in a merger or
     acquisition with an unidentified company or companies,  or other entity or
     person.

     In addition, the Private Placement was for less than $1,000,000.

     Since the  beginning  of 2005,  NSCA has entered  into  financial  services
consulting agreements with three clients.

     NSCA believes that its business can grow in two ways. The first would be to
expand  internally  by  hiring  more  employees  and  entering  into  additional
financial  services   consulting   agreements.   The  second  would  be  through
acquisitions  or mergers with other entities in its or related  businesses.  See
"Description  of Business - Our  Company"  for recent  information  concerning a
potential share exchange  agreement with Harron and its sole  shareholder.  NCSA
anticipates  funding this growth  through a  combination  of debt and public and
private equity.

Financial Services Consulting Agreements

     As of the date hereof,  NSCA has entered into financial services consulting
agreements with three clients.

     On October 28,  2005,  the Company  amended and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during July 2005) with The Telmarc Group, LLC ("Telmarc"), pursuant to which the
Company,  among other things, assists Telmarc in the development of its business
plan and advises Telmarc with respect to investment  opportunities.  The Company
will be paid an advisory fee of $300 per hour for each hour it provides services
to Telmarc during the term of the agreement.

     On October 31,  2005,  the Company  amended and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during  February 2005) with Rivkalex Corp.  ("Rivkalex"),  pursuant to which the
Company is acting as a consultant to Rivkalex in connection, among other things,
with the development of its business plan,  identifying and evaluating potential
investments   for  Rivkalex  and  analyzing   potential   business   development
opportunities and business  combinations.  For its services, the Company is paid
$500 per month  plus $300 per hour in excess of one and one half hours per month
for every hour of consulting services provided by the Company to Rivkalex during
the term of the agreement.

     On November 1, 2005,  the Company  amended  and  superseded  its  financial
services  consulting  agreement  (which  agreement was  originally  entered into
during May 2005) with The Gorlin Companies  ("TGC").  Pursuant to the agreement,
among other things,  the Company advises TGC and its portfolio  companies on the
development  of their  business  plans and  business  strategies  and helps them
identify  and  analyze  potential  financings  and  business  combinations.   In
consideration  for such services,  the Company is paid $1,000 per month and $300
per hour in excess  of three  hours  per  month  for  every  hour of  consulting
services provided by the Company to TGC during the term of the agreement.

Compensation

     Under its  existing  contracts,  NSCA is  compensated  on a flat  hourly or
monthly basis. We anticipate  that our compensation on future  contracts will be
similarly structured. Since NSCA is not a registered broker-dealer,  it does not
and will not  receive  any  compensation  contingent  on the  success of NSCA's
structuring,  arranging  or  facilitating  financing  or any  other  transaction
involving securities.

                                4
<PAGE>
Selection of Business Opportunities

     NSCA anticipates that in the event that it is unable to grow internally, it
may  elect  to  seek  a  business  opportunity.  The  selection  of  a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management believes (but has not conducted any research to confirm) that being a
public  corporation will help the Company find an acquisition  candidate for the
following  reasons:  facilitate and improve the terms on which additional equity
financing may be sought,  provide incentive stock options or similar benefits to
key employees,  increase the  opportunity  to use  securities for  acquisitions,
provide  liquidity for  shareholders and other factors.  Management  anticipates
that business opportunities may be available in many different industries,  both
within and without the financial services and management  consulting  industries
and at various stages of development,  all of which make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

     NSCA will have limited capital with which to provide the owners of business
entities with any cash or other  assets.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of, NSCA's  officers and directors.  In analyzing  prospective
business  opportunities,  management  may consider such matters as the available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations; if any; prospects for the future;
nature of present  and  expected  competition;  the quality  and  experience  of
management  services  which may be available  and the depth of that  management;
specific risk factors not now  foreseeable  but which then may be anticipated to
impact the proposed  activities of the company  after the business  combination;
the potential for growth or expansion;  the potential for profit;  the perceived
public recognition or acceptance of services,  or trades;  name  identification;
and other relevant factors.

     With respect to negotiations  with an acquisition or merger  candidate,  in
addition to the other  consideration  discussed above,  management will evaluate
and  consider  the   percentage  of  the  Company  which  the  other   company's
shareholders would acquire in exchange for their  shareholdings in that company.
In the  event  of such  merger  or  acquisition,  it can be  expected  to have a
significant  dilutive  effect  on  the  percentage  of  shares  held  by  NSCA's
shareholders  at such time.

     See  "Description  of  Business - Our  Company"  for  recent  information
concerning  a  potential  share  exchange   transaction   with  Harron  and  its
sole shareholder.

     We intend to develop a marketing  team which we believe  will be crucial to
our future growth and success.  The marketing team will be engaged  full-time to
develop our brand and image  recognition.  We have developed a web site and will
participate in executive seminars, trade shows and market research. In addition,
we intend to make presentations at seminars to improve our visibility.

Employees

     NSCA currently employs one person, its President. He devotes such amount of
his  business  time as is  necessary  to fulfill  NSCA's  obligations  under its
contracts,  which,  it is  estimated,  will not exceed 50% of his business  time
until NSCA's business expands further.

     We  may  seek  to  acquire  other   businesses  and  to  retain   qualified
professionals from such businesses.  In addition, we intend to recruit qualified
professionals   from  other   financial   services  and  management   consulting
organizations.   We  will  use  internal  and  external  recruiting   resources,
employees' referrals and the Internet to attract new professionals.

Competition

     The financial  services and management  consulting  marketplaces are highly
competitive.  Many of our  competitors  are  much  larger  than us and  have far
greater  resources than us and have been in business for a longer period than we
have. Such competition includes McKinsey & Company and Accenture.

     The  market for our  services  is  subject  to rapid  change and  increased
competition from large existing  companies,  smaller existing  companies and new
entrants.  However,  we believe  the market will  continue to offer  significant
opportunity for multiple companies due to the ever-increasing need for financial
services, particularly small and emerging growth public and private companies.

     We are a Delaware  corporation with executive  offices located at 20 Marlin
Lane, Port Washington, New York 11050, telephone (516) 765-6220, facsimile (516)
706-8440.
                                5
<page>

RISK FACTORS

     The following factors should be considered carefully in evaluating NSCA and
its business.  Additional risks and  uncertainties not presently known to us may
also effect our business  operations.  If any of the  following  risks  actually
occur,  our  business,   financial  condition  or  operating  results  could  be
materially adversely affected.

     We have limited operating history and revenues and only minimal assets.

     We have limited operating history,  limited revenues,  and no earnings from
operations to date. We have no significant assets or financial resources, except
for the funds  raised in the  Private  Placement,  funds  contributed  by NSCA's
founders and revenue from our three contracts. No assurance can be given that we
will be able to develop our  business or find a suitable  merger or  acquisition
candidate.

     The Harron  Transaction has been delayed and may never close.

     The Agreement with Haron was executed on March 13, 2007 but the transaction
has not yet closed.  No assurance can be given that such  Transaction will close
and if it does not close, we will need to continue to grow our business or enter
into another acquisition.

     We depend on our senior  management,  which  consists of only one part-time
employee and his loss may adversely affect our business.

     We believe that our success will depend on the continued  employment of Mr.
Cohen,  our sole  Officer and Director who devotes only a portion of his time to
the business of the  Company.  We will also need to hire  additional  members of
senior  management.  This dependence is  particularly  important to our business
since personal  relationships  are a critical  element of obtaining and maintain
client  engagements.  If one or more members of our senior  management team were
unable or unwilling to continue in their present positions,  such persons may be
difficult to replace and our business could be seriously harmed. Accordingly our
inability to hire any members of senior  management,  or the loss of one or more
members of our senior  management  team,  could  impact our future  revenue.  In
addition,  if any of these key  employees  were to join a  competitor  or form a
competing company,  some of our clients might choose to use the services of that
competitor  or new  company  instead of our own.  Furthermore,  clients or other
companies seeking to develop in-house capabilities may hire away some of our key
employees.  Employee  defections to clients could not only result in the loss of
key  employees but could also result in the loss of a client  relationship  or a
new business  opportunity.  Any losses of client  relationships  could seriously
harm our business.

     A loss of one of our clients  could have a material  adverse  effect on our
business.

     As of the date hereof,  NSCA has financial services  consulting  agreements
with three  clients.  The loss of any one of these clients could have a material
adverse effect on our business and business prospects.

         We must recruit and retain qualified professionals to succeed in our
labor-intensive business.

     Our future  success will depend in large part on our ability to recruit and
retain qualified professional  personnel.  Qualified professionals are in demand
and are  likely to remain a limited  resource  in the  foreseeable  future.  Any
inability to recruit and retain a sufficient number of qualified employees could
hinder the growth of our business.


         Potential future acquisitions could be difficult to integrate and
could, therefore, adversely affect our operating results.




                                6
<page>
     One of our  strategies for growth is the  acquisition  of  businesses.  See
"Description of Business - Our Company" for recent information about a potential
share  exchange  agreement with Harron and its sole  shareholder.  We may not be
able to close the share  exchange  agreement or to find and consummate any other
acquisition   on  terms  and  conditions   reasonably   acceptable  to  us.  The
acquisitions  we do undertake may involve a number of special risks,  including:
Diversion of management's  attention;  Potential  failure to retain key acquired
personnel;  Loss of capital  we spend on an  acquisition  which  fails to close;
Assumptions of unanticipated legal liabilities and other problems;  difficulties
of integrating  systems,  operations and cultures;  and amortization of acquired
intangible assets.

     Our failure to successfully manage future acquisitions could seriously harm
our  operating  results.  It is  anticipated  that  acquisitions  will be funded
through a combination of cash from operations or from debt or equity  financings
and/or by the  issuance  of NSCA Stock  directly to the  acquired  entity or its
shareholders.

         We may not be able to protect our confidential information and
proprietary rights.

     While we  intend  to  require  our  employees  to  execute  confidentiality
agreements,   we  cannot   assure   that  this   will  be   adequate   to  deter
misappropriation  of our confidential  information.  In addition,  we may not be
able  to  detect  unauthorized  use  of  our  intellectual   property  and  take
appropriate   steps  to  enforce  our  rights.  If  third  parties  infringe  or
misappropriate  our  proprietary  information,  our business  could be seriously
harmed. In addition,  other parties may assert infringement claims against us or
claim that we have violated their  intellectual  property  rights.  Such claims,
even if not true, could result in significant legal and other costs and may be a
distraction to management.

     Competition   in  the   financial   services  and   management   consulting
marketplaces is strong.

     The market for our  services is subject to intense  competition  from large
existing  players,  smaller  existing  players and new  entrants.  Many of these
competitors have much greater resources then us.

         Current management devotes limited time to company.

     Management  anticipates  devoting  only part of its time to the business of
the Company.  The Company's only officer is Steven Cohen,  President,  Secretary
and Treasurer. Mr. Cohen has a written employment agreement with the Company but
will not receive any compensation  thereunder  until annualized  revenue of NSCA
exceeds  $500,000,  on a quarterly  basis.  The Company has not obtained key man
life  insurance on Mr.  Cohen.  Notwithstanding  the limited time  commitment of
management, loss of the services of Mr. Cohen would adversely affect development
of the Company's business.


         Lack of public market for our common stock.

     There has  previously  been no public market for our common stock,  and our
stockholders  may not be able to  resell  their  shares at or above the price at
which they purchased their shares, or at all.

     An active  public  market for our common  stock may not be sustained in the
future.  The market price of our common  stock may  fluctuate  significantly  in
response to factors, some of which are beyond our control.


     These  factors  include  competitors  entering  the  financial  services or
management  consulting market, changes in earnings estimates or recommendations
by  securities  analysts,  developments  in our  industry,  and  general  market
conditions and other factors,  including  factors unrelated to our own operating
performance.

                                7
<PAGE>

     The stock  market in general has  recently  experienced  extreme  price and
volume  fluctuations.  Continued  market  fluctuations  could  result in extreme
volatility in the price of our common stock,  which could cause a decline in the
value of our common stock.  Price  volatility may be worse if the trading volume
of our common stock is low.

     Several principal shareholders currently have substantial control over the
Company.

     Six principal shareholders  (including our President) own 218,200 shares of
Common  Stock,   which   represents   77.3%  of  the  outstanding   NSCA  Stock.
Consequently,  they will be able to control the direction of the Company.  These
shareholders  also own 772,800  warrants  to purchase  NSCA Stock at an exercise
price of $0.12 per share.  The warrants owned by these  shareholders are held in
escrow and are not exercisable  until the date on which the closing price of the
shares of NSCA's  common  stock has equaled or  exceeded  $1.00 per share on the
NASDAQ Bulletin  Board,  NASDAQ National Market System or on the American or New
York Stock Exchange for at least ten (10) consecutive trading days.

     Reporting requirements may delay or preclude acquisition.

     Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
requires  companies  subject  thereto  to  provide  certain   information  about
significant  acquisitions including audited financial statements for the company
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude consummation of an otherwise desirable acquisition by NSCA.
Acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements  may  not be  appropriate  for  acquisition  so  long as the
reporting requirements of the Exchange Act are applicable.

     NSCA's officers and directors have limited liability and have indemnity
rights which may discourage stockholders from bringing an action against them.

     NSCA's  Certificate of Incorporation  provides that NSCA will indemnify its
officers and directors  against losses  sustained or liabilities  incurred which
arise from any transaction in that officer's or director's respective managerial
capacity unless that officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional  misconduct or knowingly violated the law,
approved  an  improper  dividend,  or  derived  an  improper  benefit  from  the
transaction.   NSCA's   Certificate  of  Incorporation  also  provides  for  the
indemnification  by it of its  officers  and  directors  against  any  losses or
liabilities  incurred  as a result  of the  manner  in which  the  officers  and
directors operate NSCA's business or conduct its internal affairs, provided that
in connection with these activities they act in good faith and in a manner which
they reasonably  believe to be in, or not opposed to, the best interests of NSCA
and their conduct does not constitute gross negligence,  misconduct or breach of
fiduciary obligations.  The existence of these provisions may discourage holders
of NSCA Stock from  bringing an action  against  management  because NSCA may be
responsible for paying all costs  associated  therewith,  which could negatively
impact the value of the NSCA Stock.

     Lack of dividends

     NSCA has not paid any  dividends on the NSCA Stock and does not  anticipate
paying cash  dividends  in the  foreseeable  future.  NSCA intends to retain any
earnings to finance the growth of its business. Management of NSCA cannot assure
you that NSCA will ever pay cash dividends.  Accordingly,  holders of NSCA Stock
will have to rely on the appreciation thereof to realize any monies from holding
these securities.

     Failure to achieve and maintain  effective  internal controls in accordance
with Section 404 of the  Sarbanes-Oxley Act could have a material adverse effect
on our business  and  operating  results.  In  addition,  current and  potential
stockholders could lose confidence in our financial reporting,  which could have
a material adverse effect on our stock price.

                                8
<page>

     Effective  internal  controls  are  necessary  for us to  provide  reliable
financial  reports and effectively  prevent fraud. If we cannot provide reliable
financial  reports or prevent  fraud,  our  operating  results  could be harmed.
Commencing  in fiscal  2007,  we are  required to document and test our internal
control  procedures in order to satisfy the  requirements  of Section 404 of the
Sarbanes-Oxley  Act,  which  requires  annual  management   assessments  of  the
effectiveness  of our internal  controls over  financial  reporting for the year
ending  December  31,  2007 and a report by our  independent  registered  public
accounting  firm addressing  these  assessments for the year ending December 31,
2009. During the course of our testing,  we may identify  deficiencies  which we
may not be able to  remediate  in time  to  meet  the  deadline  imposed  by the
Sarbanes-Oxley  Act for  compliance  with the  requirements  of Section  404. In
addition,  if we fail to maintain the adequacy of our internal controls, as such
standards are modified, supplemented or amended from time to time, we may not be
able to ensure that we can conclude on an ongoing  basis that we have  effective
internal controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley  Act.  Failure to achieve  and  maintain  an  effective  internal
control  environment  could  also  cause  investors  to lose  confidence  in our
reported  financial  information,  which could have a material adverse effect on
our stock price.

     Compliance  with  changing  regulation of corporate  governance  and public
disclosure may result in additional expenses.

     Changing laws,  regulations and standards relating to corporate  governance
and public disclosure, including the Sarbanes-Oxley Act, new SEC regulations and
exchange  rules  (although  some are not, as of the date of this Annual  Report,
applicable to us), are creating  uncertainty  for companies such as ours.  These
new  or  changed  laws,   regulations  and  standards  are  subject  to  varying
interpretations in many cases due to their lack of specificity, and as a result,
their  application  in practice may evolve over time as new guidance is provided
by regulatory and governing bodies, which could result in continuing uncertainty
regarding  compliance matters and higher costs necessitated by ongoing revisions
to disclosure and  governance  practices.  We are committed to maintaining  high
standards of corporate  governance and disclosure.  As a result,  our efforts to
comply with evolving laws,  regulations  and standards have resulted in, and are
likely to continue to result in, increased general and  administrative  expenses
and a  diversion  of  management  time  and  attention  from  revenue-generating
activities to compliance activities.  In particular,  our efforts to comply with
Section 404 of the Sarbanes-Oxley Act and the related regulations  regarding our
required  assessment of our internal  controls over financial  reporting and our
independent  registered  public  accounting firm's audit of that assessment will
require the commitment of significant financial and managerial resources.  We do
not have any independent  directors,  audit committee,  compensation  committee,
nominating  committee,  or code of ethics and other written corporate governance
policies.  Compliance with the above is time consuming and costly.  Further, our
board members, chief executive officer and chief financial officer could face an
increased risk of personal liability in connection with the performance of their
duties. As a result, we may have difficulty  attracting and retaining  qualified
board members and  executive  officers,  which could harm our  business.  If our
efforts to comply with new or changed laws,  regulations  and  standards  differ
from  the  activities   intended  by  regulatory  or  governing  bodies  due  to
ambiguities related to practice, our reputation may be harmed.

    Because  we may be  subject  to the  "penny  stock"  rules,  you  may  have
difficulty in selling our common stock.

     If a public market  develops for our common stock and if our stock price is
less than $5.00 per share,  our stock may be  subject to the SEC's  penny  stock
rules,  which impose additional sales practice  requirements and restrictions on
broker-dealers  that sell our stock to persons other than established  customers
and  institutional  accredited  investors.  The  application  of these rules may
affect the  ability of  broker-dealers  to sell our common  stock and may affect
your ability to sell any common stock you may own.

     According  to the SEC,  the market for penny  stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include:

o    Control of the market for the security by one or a few broker-dealers  that
     are often related to the promoter or issuer;

o    Manipulation of prices through prearranged  matching of purchases and sales
     and false and misleading press releases;

o    "Boiler  room"   practices   involving  high  pressure  sales  tactics  and
     unrealistic price projections by inexperienced sales persons;

o    Excessive  and  undisclosed  bid-ask  differentials  and markups by selling
     broker-dealers; and

o    The   wholesale   dumping  of  the  same   securities   by  promoters   and
     broker-dealers after prices have been manipulated to a desired level, along
     with the  inevitable  collapse  of those  prices with  consequent  investor
     losses.

                                9
<PAGE>
     As an  issuer of "penny  stock'  the  protection  provided  by the  federal
securities laws relating to forward looking statements does not apply to us.

     Although   the   federal   securities   law   provide  a  safe  harbor  for
forward-looking statements made by a public company that files reports under the
federal  securities  laws, this safe harbor is not available to issuers of penny
stocks.  As a result,  if we are a penny  stock we will not have the  benefit of
this safe  harbor  protection  in the event of any based  upon a claim  that the
material  provided  by us,  including  this  prospectus,  contained  a  material
misstatement  of fact or was misleading in any material  respect  because of our
failure  to  include  any  statements  necessary  to  make  the  statements  not
misleading.

     The  exercise of  outstanding  warrants  may have a dilutive  effect on the
price of our common stock.

     To the extent that  outstanding  warrants  are  exercised,  dilution to our
stockholders  may  occur.  Moreover,  the terms  upon  which we will be able to
obtain additional equity capital may be adversely affected, since the holders of
the  outstanding  warrants  can be expected  to exercise  them at a time when we
would,  in all  likelihood,  be able to obtain any needed  capital on terms more
favorable to us than the exercise terms provided by the outstanding  options and
warrants.

     Transfers of our securities may be restricted by virtue of state securities
"blue sky" laws which prohibit  trading absent  compliance with individual state
laws.  These  restrictions may make it difficult or impossible to sell shares in
those states.

     Transfers of our common stock may be  restricted  under the  securities  or
securities   regulations   laws   promulgated  by  various  states  and  foreign
jurisdictions,  commonly  referred to as "blue sky" laws. Absent compliance with
such  individual  state  laws,  our  common  stock  may  not be  traded  in such
jurisdictions.  Because  the  securities  registered  hereunder  have  not  been
registered for resale under the blue sky laws of any state,  the holders of such
shares and persons who desire to purchase them should be aware that there may be
significant  state blue sky law  restrictions  upon the ability of  investors to
sell  the  securities  and of  purchasers  to  purchase  the  securities.  These
restrictions may prohibit the secondary  trading of our common stock.  Investors
should consider the secondary market for our securities to be a limited one.

ITEM 2.  DESCRIPTION OF PROPERTIES

     NSCA has no  properties  and at this time has no  agreements to acquire any
properties.  NSCA  currently  uses the office of its  management at no cost. The
amount of office space utilized by NSCA is considered insignificant.  Management
has agreed to continue this arrangement  until such time as NSCA requires larger
space.  Management  believes  that office space will be available at  reasonable
rents when such space is needed.

ITEM 3.  LEGAL PROCEEDINGS

     We are not  presently  party to any material  legal  proceeding  nor are we
aware of any  material  pending  or  potential  legal  proceeding  which  may be
instituted against us.

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

     None.







                                10

<PAGE>

PART II

ITEM 5. MARKET FOR COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.


     As of the date hereof,  none of NSCA's  securities are traded on any public
market.  We intend to explore the  possibility of causing the Common Stock to be
admitted for quotation on the Over the Counter  Electronic  Bulletin  Board (the
"OTCBB"); however, management of NSCA cannot assure you that it will pursue such
course of action,  that it will identify a broker to sponsor such listing,  that
the common  stock will be admitted for trading or if admitted for trading that a
liquid market for the securities ever will develop.

     As of March 27,  2008,  there were  approximately  119 holders of record of
NSCA's common stock.

     We currently intend to retain all available earnings,  if any, generated by
our operations.  Accordingly,  we do not anticipate paying cash dividends on the
common  stock in the  foreseeable  future.  Any future  determination  as to the
payment of dividends  will be in the  discretion  of our Board of Directors  and
will be dependent  upon NSCA's results of  operations,  financial  condition and
other factors deemed relevant by our Board.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

     We are a New York  based  company  formed in 2004 to provide  business  and
financial  consulting services including  corporate advisory services,  business
development  services,  mergers and  acquisitions and  divestitures,  including
business and asset valuations.

     Our business has been dependent upon a small number of clients.  During the
year ended December 31, 2007 we had only three clients.

We do not believe that our business is seasonal.

Critical Accounting Policies and Estimates

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our financial statements,  which have been prepared in
accordance with generally accepted accounting  principles ("GAAP") in the United
States.  We believe the  following  are the critical  accounting  policies  that
impact the financial  statements,  some of which are based on management's  best
estimates  available at the time of  preparation.  Actual  experience may differ
from these estimates.




















                                   11

<PAGE>

Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.  Significant
estimates  made by us include the valuation of the deferred tax asset  allowance
and the allowance for doubtful accounts.

Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
by us approximate their fair value due to their short-term nature.

Revenue Recognition

     We  recognize  revenue  from our  agreements  as services are provided on a
monthly and hourly basis, based on a standardized fee structure. No upfront fees
are received and consequently we are not required to defer revenue.

Cash and Cash Equivalents

     Cash  equivalents are comprised of certain highly liquid  investments  with
maturity of three  months or less when  purchased.  We maintain our cash in bank
deposit  accounts,  which at times may exceed federally  insured limits. We have
not experienced any losses to date as a result of this policy.

Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance  for  doubtful  accounts  is  estimated  by us through  evaluation  of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  Our policy is to review individual
past due amounts  periodically  and write off  amounts for which all  collection
efforts are deemed to have been exhausted. As of December 31, 2007, no allowance
was deemed necessary.


Income Taxes

     We follow the  provisions  of Statement of Financial  Accounting  Standards
Board No. 109,  "Account for Income Taxes," and Financial  Accounting  Standards
Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
- an Interpretation of FASB Statement No. 109 (FIN 48), which require the use of
the liability  method of  accounting  for income  taxes.  The  liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred assets or liabilities are adjusted to reflect changes in tax
laws as they occur.  A valuation  allowance  is provided  when it is more likely
than not that a deferred tax asset will not be realized.









                                 12
<PAGE>

Recent Accounting Pronouncements

     Management does not believe that any recently issued,  not  yet effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.

     The financial  information  included  herein should be read in  conjunction
with the Financial Statements, including the Notes thereto.

OPERATIONS

     NSCA was formed on June 29, 2004 as a Delaware corporation.  As of December
31, 2007, NSCA had net working capital of  approximately  $12,490.  For the year
ended  December  31, 2007 we had  revenues of $18,267 as compared to revenues of
$19,862 for the year ended  December 31, 2006.  The decrease in revenue  results
primarily from the Company not  completing  any  consulting  work for one of its
clients in 2007  compared  to 2006.  Such  revenue  was  derived  from our three
consulting agreements and interest income on our cash balances. Expenses for the
year ended  December 31, 2007 were $29,195,  as compared to $36,625 for the year
ended December 31, 2006. The decrease in expenses is primarily attributable to a
decrease in accounting  expenses.  For the year ended December 31, 2007, our net
loss from  operations was $(10,928) as compared to a net loss from operations of
$(16,763) for the year ended December 31, 2006, because the decrease in expenses
more than offsets the decrease in revenues.


LIQUIDITY AND CAPITAL RESOURCES

     Since our inception,  we have funded our operations from the sale of common
stock to our founders and in connection with the Private  Placement,  as well as
from revenues from our financial services  consulting  agreements.  In addition,
our principal  stockholder has agreed to lend the Company up to $25,000. No such
borrowings are currently outstanding under this agreement. We anticipate that as
we expand, additional funds will be required.

     We may seek to  borrow  funds  from  banks or  other  lending  institutions
although  we  currently  have no  commitments  for any  such  borrowings  and no
assurance  can be given  that any such  commitments  will be  obtained  on terms
acceptable to us.

     In addition we may seek to sell additional  shares of our Common Stock in a
private placement or public offering or our Board of Directors may authorize the
sale of our Preferred  Stock.  No such stock offering is currently  contemplated
and no  assurance  can be  given  that any such  offering  will be  successfully
completed.

OFF-BALANCE SHEET ARRANGEMENTS

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

ITEM 7.  FINANCIAL STATEMENTS

     Please see the Financial Statements,  including the Notes thereto, appended
to the end of this Form 10-KSB.




















                                13
<PAGE>

ITEM 8. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.

ITEM 8A(T).  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures.

     Disclosure  controls and procedures are controls and other  procedures that
are  designed to ensure that  information  required to be disclosed by us in the
reports we file or submit under the Securities  Exchange Act of 1934  ("Exchange
Act") is recorded, processed,  summarized, and reported, within the time periods
specified by the Securities and Exchange Commission's rules and forms.

     Disclosure  controls and procedures include,  without limitation,  controls
and  procedures  designed  to  provide  reasonable  assurance  that  information
required  to be  disclosed  by us in the  reports  we file or  submit  under the
Exchange Act is accumulated and communicated to management,  including the Chief
Executive Officer (who is also our Chief Financial  Officer),  as appropriate to
allow timely decisions regarding required disclosure.

     As of the end of the period covered by this report, our management with the
participation  of our Chief  Executive  Officer who is also our Chief  Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls and procedures pursuant to Rule 13a-15(e) or Rule 15d-15(e)
of the Securities  Exchange Act. Based on that  evaluation,  the Chief Executive
Officer has concluded that our disclosure  controls and procedures as of the end
of the period  covered by this report  have been  designed  and are  functioning
effectively to provide reasonable assurance that the information we are required
to disclose in reports  filed under the  Exchange  Act is  recorded,  processed,
summarized and reported  within the time period  specified in the Securities and
Exchange Commission's rules and forms.

       (b) Changes in Internal Controls

     There were no changes in our  internal  control over  financial  reporting,
identified in  connection  with the  evaluation  of such  internal  control that
occurred  during our last  fiscal  year that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

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

ITEM 8B.  OTHER INFORMATION

         None

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS PROMOTORS AND CONTROL PERSONS OF
         REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The  following  table lists,  as of December 31,  2007,  NSCA's  directors,
executive  officers and key employees,  as well as promoters and control persons
of NSCA:

NAME               AGE              TITLE

Steven Cohen        45              President, Treasurer, Secretary & Director


                                14
<page>

     Mr. Cohen is the President,  Treasurer,  Secretary and Director of NSCA. He
is also a  Principal  of Gold Coast  Advisors,  LLC, an  independent,  fee-based
registered  investment  advisory  firm  headquartered  in New York.  Gold  Coast
Advisors began operations in 2002 and provides  comprehensive  wealth management
services to high net worth individuals. From May, 2002 to April, 2004, Mr. Cohen
was also Senior Vice President - Head of Sales & Marketing at TradingLab,  Inc.,
the structured  products  subsidiary of Italian Bank UniCredito  Italiano.  From
2001 to May 2002,  Mr.  Cohen was a financial  advisor at AXA  Advisors,  LLC, a
financial  planning  and  investment  firm.  From  1999 to 2001,  Mr.  Cohen was
President  and  Co-founder  of  eFrontiers,  Inc.,  a  startup  Internet  wealth
management  firm.  eFrontiers  filed for protection  under Chapter 7 of the U.S.
Bankruptcy  Code in December  2000.  Mr.  Cohen was a Vice  President  at Morgan
Stanley  Asset  Management  from  1998 to 1999 and from  1996 to 1998 was a Vice
President  -  Product   Development  /  Mergers  &  Acquisitions  at  Prudential
Investments.  Prior to Prudential,  Mr. Cohen worked in Business Development and
Product  Marketing  at Lehman  Brothers.  He  received  his B.S.  in Finance and
Accounting  from the  University  of Buffalo  in 1985 and a Masters in  Business
Administration (MBA) in Finance from New York University in 1992. Mr. Cohen is a
Certified  Financial  Planner (CFP) and a Certified Public  Accountant (CPA) and
holds NASD Series 7, 24, 63 and 65 licenses.

     Mr. Cohen engages in other business  activities.  Accordingly,  he will not
devote his entire efforts or time to the affairs of NSCA. Currently,  he devotes
such  amount of his  business  time to the  affairs of NSCA as is  necessary  to
fulfill  it  obligations,  which,  it is  estimated,  will not exceed 50% of his
business time until NSCA's business expands further.

Control Person

     Dov Perlysky,  age 44, is the managing member of Nesher LLC, the manager of
Krovim,  LLC, which owns 39% of the Company's  outstanding  common stock. He has
been the managing member of Nesher,  LLC, a private  investment firm since 2000.
From 1998 until 2002,  Mr.  Perlysky was a vice  president in the Private Client
Group of Laidlaw Global Securities, a registered broker-dealer.  He received his
B.S. in Mathematics and Computer Science from the University of Illinois in 1985
and a Masters in Management from the JL Kellogg  Graduate School of Northwestern
University  in 1991.  Mr.  Perlysky is a director of Engex,  Inc.,  a closed-end
mutual fund and a director of Pharma-Bio Serv, Inc., a pharmaceutical consulting
company.

     All directors hold office until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  The Board of Directors
appoints officers as necessary.

Committees Of The Board

     The Board does not have an audit,  nominating or a compensation  committee.
The selection of nominees for the Board of Directors is made by the entire Board
of  Directors.  Compensation  of management is determined by the entire Board of
Directors.

     We  expect  that  at such  time as the  business  grows  we will  formulate
appropriate committees of the board.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Such executive officers,  directors and stockholders have furnished to
us copies of such reports. To our knowledge, based solely upon the review of the
copies of such reports  furnished  to us, we believe that all of our  directors,
officers and greater than 10% stockholders have complied with applicable Section
16 (a) reporting requirements in a timely manner.

Code Of Ethics

     NSCA has not adopted a code of ethics.  Though we do intend to adopt a Code
of Ethics if we are successful in implementing our business plan, our management
currently  believes  that,  due to the  fact  that we only  have  one  part-time
employee such a Code of Ethics is unnecessary at this time.

                                15

<page>
ITEM 10.  EXECUTIVE COMPENSATION

     To date no  compensation  has been paid to Mr. Cohen. In February 2005, Mr.
Cohen entered into an employment  agreement (the "Cohen  Agreement")  with NSCA.
This  agreement  has an initial term of three years and provides  that Mr. Cohen
will receive  compensation of $50,000 per annum once NSCA's annualized  revenues
exceed $500,000 on a quarterly  basis.  The Cohen Agreement does not require Mr.
Cohen to devote his full time and effort to our  business.  In  addition in July
2004 the Company entered into a bonus  agreement  ("Bonus  Agreement")  with Mr.
Cohen which provides that if Mr. Cohen first introduces an entity to the Company
that  results in a merger  with the  Company,  the Company  will  issue,  at the
closing of the merger,  to Mr. Cohen five year  warrants to purchase  200,000 of
Common Stock at an exercise price of $1.00 per share.

Compensation Of Directors

     Directors do not receive any direct or indirect compensation for serving in
such capacity. We will reimburse directors for all reasonable costs and expenses
incurred in connection with attending or participating in meetings of the Board.

Employment Agreements

     Other than the Cohen Agreement and the Bonus Agreement, we are not party to
any employment agreements with management.

Stock Based Compensation

     We do not have a stock  option or  compensation  plan and have never issued
any stock-based  compensation.  No stock options or restricted stock grants have
been issued through the date of this annual report.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following table sets forth information as of March 27, 2008,  regarding
the  beneficial  ownership of Common  Stock by (1) each  director and officer of
NSCA; (2) each person or group known by NSCA to  beneficially  own 5% or more of
the  outstanding  shares of Common  Stock;  and (3) all  executive  officers and
directors of NSCA as a group.  Unless  otherwise  noted, the persons named below
have sole  voting  and  investment  power with  respect  to the shares  shown as
beneficially owned by them.

NAME AND ADDRESS                AMOUNT OF                         PERCENTAGE OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP                    OUTSTANDING
                                                                SHARES OWNED (1)
-------------------------  ---------------------               ----------------
Steven Cohen                  10,000 shares (2)                      3.5%
20 Marlin Lane
Port Washington, New York 11050

Krovim LLC                    110,000 shares (2)                    39.0%
Nesher LLC, Manager
Dov Perlysky, Member (3)
P.O. Box 339
Lawrence, New York 11559

Alison Bell                    20,000 shares (2)                     7.1%
1035 Fifth Avenue
New York, New York 10028

Rosalind Davidowitz            25,000 shares                         8.9%
7 Sutton Place South
Lawrence, New York 11556

Pamela Turkel                  25,100 shares (2)                     8.9%
440 East 23rd Street
New York, New York 10010

Pamela Katz                    28,100 shares (2)                     9.95%
One Leeds Drive
Port Washington, New York 11050


All officers and directors
as a group (1 person)          10,000 shares (2)                     3.5%

     -----------

(1)  Based on a total of 282,350 shares outstanding as of March 27, 2008.

(2)  Does not include warrants to purchase 40,000, 440,000, 112,400, 100,400 and
     80,000 shares of common stock beneficially owned by Mr. Cohen,  Krovim LLC,
     Mrs. Katz,  Mrs.  Turkel and Mrs. Bell,  respectively,  each at an exercise
     price of $0.12 per share.  These warrants are not exercisable until the
     date on which the closing  price of the shares of NSCA's  common  stock has
     equaled or exceeded $1.00 per share on the NASDAQ  Bulletin  Board,  NASDAQ
     National Market System or on the American or New York Stock Exchange for at
     least ten (10) consecutive trading days.

                                16
<page>
(3)  All of such shares are owned by Krovim LLC.  Mr.  Perlysky is the  managing
     member of the manager of Krovim LLC.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     The Company has issued  110,000  shares of its Common Stock and warrants to
purchase  an  additional  440,000  shares of Common  Stock at $0.12 per share to
Krovim LLC, a  stockholder,  in exchange for an aggregate of $550.  In addition,
Krovim has agreed to loan the Company up to $25,000.  Any borrowings  under this
agreement  will bear  interest  at the rate of prime plus 2% per annum.  No such
borrowings are currently outstanding.

     The Company sold (i) 10,000  shares of Common Stock and 40,000  Warrants to
its  President,  Steven Cohen,  in exchange for an aggregate of $50; (ii) 28,100
shares of Common  Stock and 112,400  Warrants to Mrs.  Katz, a  stockholder,  in
exchange  for an  aggregate  of $140,  (iii)  25,100  shares of Common Stock and
100,400 Warrants to Mrs. Turkel, a stockholder,  in exchange for an aggregate of
$125.50 and (iv) 20,000 shares of Common Stock and 80,000 Warrants to Mrs. Bell,
a stockholder, in exchange for an aggregate of $100.

     In July  2004,  the  Company  sold  25,000  shares of  Common  Stock to Ms.
Davidowitz,  a  stockholder,  in  exchange  for $2,000 in cash and a note in the
amount of $23,000 (the "Note"). The Note was paid in full in February, 2005. Ms.
Davidowitz is the sole owner of Rivkalex,  one of the Company's clients. In each
of the years ended December 31, 2007 and December 31, 2006, the Company received
consulting revenue of $6,000 from Rivkalex.

ITEM 13.  EXHIBITS


DESCRIPTION OF EXHIBITS

         (a)  Financial Statements see Index to Financial Statements on page
              F-1 of this Annual Report.

         (b)  Exhibits See Exhibit Index.

EXHIBIT NO.
-------
3.1      Certificate of Incorporation of NSCA*
3.2      Bylaws of NSCA*
4.1      Form of Warrant*
10.1     Financial Services Consulting Agreement between NSCA
         and The Telmarc Group, LLC*
10.2     Financial Services Consulting Agreement between NSCA
         and Rivkalex Corp.*
10.3     Employment Agreement between NSCA and Steven Cohen*
10.4     Agreement between NSCA and Steven Cohen*
10.5     Agreement between NSCA and The Gorlin Companies*
10.6     Letter Agreement between NSCA and Krovim LLC dated June 18, 2005*
10.7     Escrow Agreement among NSCA and the founding stockholders of NSCA*
10.8     Agreement among NSCA, Harron, S.A., Dan Mamane and Rosalind Davidowitz
         effective March 13, 2007.*
31.1     Certification of Chief Executive and Chief Financial Officer pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002


* previously filed



                                   17
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


AUDIT FEES

     The  following  table sets forth fees billed to us during the fiscal  years
ended December 31, 2007 and December 31, 2006 by our independent auditors:

                                  December 31, 2007         December 31, 2006
                                   -----------------       ----------------
(i)      Audit Fees                 $  22,000                  $ 25,000
(ii)     Audit Related Fees         $       0                  $      0
(iii)    Tax Fees                   $       0                  $      0
(iv)     All Other Fees             $       0                  $      0


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the  Company's  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by our auditors in  connection  with  statutory  and
regulatory filings or engagements.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
There were no such services provided in fiscal 2006 or 2007.

     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice, tax planning and tax return preparation.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2006 or 2007.

     Policy on  Pre-Approval  of Audit and  Permissible  Non-Audit  Services  of
Independent Auditors

     NSCA's   policy  is  that  the  NSCA's   auditor   performs   its  services
independently  and with the highest integrity and  professionalism.  There is no
formal written policy.  Any engagement of our outside auditor must be consistent
with principles  determined by the SEC,  namely,  that the  independent  auditor
cannot audit its own work,  perform  management  functions or act as an advocate
for the client.


     NSCA currently does not have a designated Audit Committee, and accordingly,
our Board of  Directors'  policy  is to  pre-approve  all audit and  permissible
non-audit  services  provided by the  independent  auditors.  These services may
include audit services, audit-related services, tax services and other services.
Pre-approval  is generally  provided for up to one year and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The  independent  auditors  and  management  are
required to periodically  report to our Board of Directors  regarding the extent
of  services  provided  by the  independent  auditors  in  accordance  with this
pre-approval,  and the fees for the  services  performed  to date.  The Board of
Directors may also pre-approve particular services on a case-by-case basis.





                                18

<PAGE>



                               SIGNATURES

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


Date:  March 27, 2008
                          NORTH SHORE CAPITAL ADVISORS CORP.

                      /s/ Steven Cohen
                          Steven Cohen
                          Chief Executive Officer and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)


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

    Signature      Title                                       Date
/s/ Steven Cohen   Chief Executive Officer,
    Steven Cohen   Chief Financial Officer and Director        March 27, 2008




EXHIBIT 31.1
              CERTIFICATION

I, Steven Cohen, certify that:

     1. I have reviewed this annual report on Form 10-KSB of North Shore Capital
Advisors Corp.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations and cash flows of North
Shore Capital Advisors Corp. as of and for, the periods presented in this annual
report;








                                19
<PAGE>

     4. North Shore Capital Advisors Corp.'s other certifying officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for North Shore Capital Advisors Corp. and have:


     a.  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that material information relating to North Shore Capital Advisors Corp.,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this annual report is
being prepared;


     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c.  Evaluated the  effectiveness  of North Shore Capital  Advisors  Corp.'s
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure  controls and procedures as of the end
of the period covered by this annual report based on such evaluation; and

     d.  Disclosed  in this  report any change in North Shore  Capital  Advisors
Corp.'s internal control over financial  reporting that occurred during its most
recent  fiscal  quarter  (North Shore  Capital  Advisors  Corp.'s  fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  North Shore Capital  Advisors Corp.'s
internal control over financial reporting.

     5. North Shore Capital  Advisors  Corp.'s other  certifying  officers and I
have  disclosed,  based on our most recent  evaluation of internal  control over
financial  reporting,  to North Shore Capital  Advisors Corp.'s auditors and the
audit committee of North Shore Capital  Advisors  Corp.'s board of directors (or
persons performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
operation  of internal  control  over  financial  reporting  which are likely to
adversely  affect  North  Shore  Capital  Advisors  Corp.'s  ability  to record,
process, summarize and report financial information, and

     b. Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in North Shore Capital  Advisors  Corp.'s
internal control over financial reporting.




                                  20
<PAGE>

Date: March 27, 2008


/s/ Steven Cohen
Steven Cohen
Chief Executive Officer and Chief Financial Officer


EXHIBIT 32.1

                       NORTH SHORE CAPITAL ADVISORS CORP.

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of North Shore Capital  Advisors Corp.
(the  "Company")  on Form 10-KSB for the year ending  December 31, 2007 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Steven Cohen,  Chief  Executive  Officer and Chief  Financial  Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.  To my  knowledge,  the  information  contained  in  the  Report  fairly
presents,  in all  material  respects,  the  financial  condition  and result of
operations of the Company as of the period covered by the Report.

/s/  Steven Cohen
     Steven Cohen
     Chief Executive Officer and Chief Financial Officer

March 27, 2008



                               21
<PAGE>

   NORTH SHORE CAPITAL ADVISORS CORP. FINANCIAL STATEMENTS


   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
North Shore Capital Advisors Corp.


     We have  audited the  accompanying  balance  sheets of North Shore  Capital
Advisors Corp. as of December 31, 2007 and 2006,  and the related  statements of
operations,  changes in stockholders' equity (deficiency) and cash flows for the
years ended  December  31, 2007 and 2006.  These  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  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 North Shore Capital Advisors
Corp. as of December 31, 2007 and 2006,  and the results of its  operations  and
its cash flows for the years ended December 31, 2007 and 2006 in conformity with
accounting principles generally accepted in the United States of America.





/s/ Raich Ende Malter & Co. LLP
    New York, New York
    March 24, 2008


                                F-1


<PAGE>
                          North Shore Capital Advisors Corp.
                                   Balance Sheets


                                                     As of December 31,
                                                   -----------------------

                                                2007                  2006

                                            -------------        -------------

 ASSETS

CURRENT ASSETS

   CASH                                         $14,094             $ 23,392
   ACCOUNTS RECEIVABLE                            6,000                6,000
                                            ----------------   ---------------
TOTAL ASSETS                                     20,094               29,392
                                             ===============    ==============


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    ACCRUED LIABILITIES                        $  7,604             $  5,974
                                           ----------------    ---------------

 STOCKHOLDERS' EQUITY

 PREFERRED STOCK $0.0001 PAR VALUE,
 AUTHORIZED 2,000,000 SHARES, ISSUED-NONE             -                    -

 COMMON STOCK $0.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES,
 ISSUED & OUTSTANDING
 282,350 SHARES AS OF
 DECEMBER 31, 2006 AND 2007                          28                   28

 ADDITIONAL PAID IN CAPITAL                      83,322               83,322



 ACCUMULATED DEFICIT                            (70,860)             (59,932)
                                             ----------------    -------------

 TOTAL STOCKHOLDERS' EQUITY                      12,490               23,418
                                             ----------------    -------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $20,094             $ 29,392
                                             ================    ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS


                                F-2

<PAGE>


                        North Shore Capital Advisors Corp.
                            Statements of Operations




                                         For the                   For the
                                        Year Ended                Year Ended
                                     December 31, 2007        December 31, 2006

                          -----------------------------------------------------

REVENUES:
 CONSULTING INCOME                    $    18,000               $   19,000
 INTEREST INCOME                              267                      862
                                     -----------------         ---------------
TOTAL REVENUES                             18,267                   19,862


GENERAL & ADMINISTRATIVE EXPENSES          29,195                   36,625
                                     -----------------         ----------------

NET LOSS                            $     (10,928)              $  (16,763)
                                     -----------------         ----------------
                                     -----------------         ----------------

LOSS PER COMMON SHARE
BASIC AND DILUTED                   $       (0.04)              $     (0.06)
                                     -----------------         ----------------
                                     -----------------         ----------------



WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED      282,350                  282,350
                                      ----------------         ----------------
                                      ----------------         ----------------


                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-3

<PAGE>




                  North Shore Capital Advisors Corp.
         Statements of Changes in Stockholders' Equity (Deficiency)
              for the years ended December 31, 2007 and 2006

<TABLE>
<CAPTION>


                                                                      ADDITIONAL                          TOTAL
                     PREFERRED         COMMON       COMMON               PAID-IN         ACCUMULATED   STOCKHOLDERS'
                      STOCK            STOCK       STOCK WARRANTS        CAPITAL            DEFICIT         EQUITY
                                                                                                       (DEFICIENCY)
                     --------          -------    --------------      -----------         ----------    -----------
                   Shares Amount      Shares Amount  Shares
                     ---  ------     ------  ------  ------

<S>                  <C>  <C>          <C>   <C>     <C>                   <C>              <C>           <C>
BALANCE-
January 1, 2006       -   $-       282,350   $28     800,000             $83,322         $(43,169)      $(40,181)


NET LOSS                                                                                  (16,763)       (16,763)

                      ------------------------------------------------------------------------------------------------------------
BALANCE-
December 31, 2006     -    -       282,350    28    800,000               83,322          (59,932)        23,418
                     ---  ---     --------  ----   ---------             ---------       ----------      ---------



NET LOSS                                                                                  (10,928)       (10,928)

                      -----------------------------------------------------------------------------------------------------------

BALANCE -
DECEMBER 31, 2007     -    $-      282,350  $28     800,000               $83,322         $(70,860)      $12,490

                     ---  ---     --------  ----   ---------             ---------        ----------    ---------
                     ---  ---     --------  ----   ---------             ---------        ----------    ---------



</TABLE>






                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS







                                       F-4


<PAGE>

                   North Shore Capital Advisors Corp.
                        Statements of Cash Flow
                   For the years ended December 31, 2007 and 2006



                                         For the Year            For the Year
                                      ended December 31,      ended December 31,
                                           2007                      2006

                                   --------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                   $ (10,928)                $(16,763)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable                               -0-                  (1,000)
Accrued Liabilities                            1,630                   (5,563)
                                         ---------------         --------------

NET CASH USED IN OPERATING ACTIVITIES       $ (9,298)                ($23,326)
                                         ---------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock           ---                      --
Proceeds from stock subscription receivable      ---                      --
                                         ---------------         --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES        ---                      --
                                        ---------------          --------------


NET INCREASE (DECREASE) IN CASH             $ (9,298)                $(23,326)

CASH -- beginning of period                 $ 23,392                 $ 46,718
                                        ---------------          --------------

CASH --  end of period                      $ 14,094                 $ 23,392
                                        ----------------         --------------







                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                F-5



<PAGE>
                       NORTH SHORE CAPITAL ADVISORS CORP.
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     North Shore Capital  Advisors Corp. (the "Company") was organized under the
laws of the State of Delaware on June 29, 2004 to offer consulting and financial
services.  In 2005,  the  Company  entered  into its  three  financial  services
consulting agreements.  The Company's clients are currently located in New York,
New Jersey and Florida.

         Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.  Significant
estimates  made by  management  include the valuation of the deferred tax asset
allowance and the allowance for doubtful accounts.

         Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

        Cash and Cash Equivalents

     Cash  equivalents are comprised of certain highly liquid  investments  with
maturity of three  months or less when  purchased.  We maintain our cash in bank
deposit  accounts,  which at times may exceed federally  insured limits. We have
not experienced any losses to date as a result of this policy.

         Revenue Recognition

     The Company recognizes revenue from its financial consulting  agreements as
services are provided on a monthly and hourly basis, based on a standardized fee
structure.  No up-front fees are received and  consequently,  the Company is not
required to defer revenue.

        Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  The Company's  policy is to review
individual  past due  amounts  periodically  and write off amounts for which all
collection  efforts are deemed to have been exhausted.  As of December 31, 2007,
no allowance is deemed necessary.

         Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.

     On January 1, 2007,  the Company  adopted  Financial  Accounting  Standards
Board (FASB)  Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
- an  interpretation of FASB Statement No. 109" (FIN 48). There was no impact on
the Company's  consolidated  financial  position,  results of operations or cash
flows  at  December  31,  2007  and for the  year  then  ended  as a  result  of
implementing FIN 48. At the adoption date of January 1, 2007 and at December 31,
2007,  the Company did not have any  unrecognized  tax  benefits.  The Company's
practice is to recognize interest and/or penalties related to income tax matters
in income tax expense.  As of January 1, 2007 and December 31, 2007, the Company
had no accrued  interest or penalties.  The Company  currently has no federal or
state tax  examinations  in  progress  nor has it had any  federal  or state tax
examinations  since its  inception.  All of its tax years are subject to federal
and state tax examination.

                                F-6
<PAGE>
Loss Per Common Share

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which modified the  calculation of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been  antidilutive.  Accordingly,  basic and dilutive loss per
share are the same for the Company.

Loss Per Share
                         For the                     For the
                        Year Ended                  Year Ended
                     December 31, 2007           December 31, 2006

           Basic         $ (0.04)                     $ (0.06)

           Diluted       $ (0.04)                     $ (0.06)

Recent Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
that defines fair value,  establishes a framework  for  measuring  fair value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements  that  require or permit fair value  measurements.  Prior to this
Statement,  there were different  definitions of fair value and limited guidance
for applying those  definitions in GAAP.  Moreover,  that guidance was dispersed
among many  accounting  pronouncements  that  require  fair value  measurements.
Differences  in  that  guidance  created   inconsistencies  that  added  to  the
complexity in applying GAAP. The changes to current practice  resulting from the
application  of this  statement  relate to the  definition  of fair  value,  the
methods used to measure  fair value,  and the  expanded  disclosures  about fair
value measurements.  Statement 157 is effective for financial  statements issued
for fiscal years  beginning  after November 15, 2007, and interim periods within
those fiscal years. The Company does not expect the adoption of SFAS 157 to have
an effect on its financial statements.

     In February 2007, the FASB issued Statement of Financial  Standards No. 159
("FAS  159"),   The  Fair  Value  Option  for  Financial  Assets  and  Financial
Liabilities,  which  permits  entities  to  choose  to  measure  many  financial
instruments  and  certain  other  items at fair  value  which are not  currently
required  to be  measured  at fair value.  FAS 159 is  effective  for  financial
statements  issued for fiscal years  beginning  after  November  15,  2007,  and
interim  periods  within  those  fiscal  years.  The Company does not expect the
adoption of FAS 159 to have an effect on its financial statements.

     In December  2007,  the FASB issued SFAS No. 141 (revised  2007),  Business
Combinations,  which  replaces SFAS No. 141. The statement  retains the purchase
method of  accounting  for  acquisitions,  but  requires  a number  of  changes,
including  changes in the way  assets  and  liabilities  are  recognized  in the
purchase  accounting.  It also changes the  recognition  of assets  acquired and
liabilities assumed arising from contingencies,  requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related  costs as incurred. SFAS No. 141R is effective for financial
statements  issued for fiscal years  beginning  after  December  15,  2008,  and
interim  periods  within  those fiscal  years.  The Company does not expect the
adoption of SFAS No. 141R to have an effect on its financial statements.




                                F-7





<page>



     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements,  an amendment of ARB 51, which  changes the
accounting  and reporting for minority  interests.  Minority  interests  will be
recharacterized as noncontrolling  interests and will be reported as a component
of equity  separate from the parent's  equity,  and purchases or sales of equity
interests  that do not result in a change in control  will be  accounted  for as
equity transactions.  In addition, net income attributable to the noncontrolling
interest will be included in  consolidated  net income on the face of the income
statement  and,  upon a loss  of  control,  the  interest  sold,  as well as any
interest  retained,  will  be  recorded  at fair  value  with  any  gain or loss
recognized  in earnings.  SFAS No. 160 is  effective  for  financial  statements
issued for fiscal years  beginning  after December 15, 2008, and interim periods
within those fiscal years.  The Company does not expect the adoption of SFAS No.
160 to have an effect on its financial statements.

     In March 2007, the FASB issued SFAS No. 161,  Disclosures  about Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement  No. 133.
SFAS No.  161 gives  financial  statement  users  better  information  about the
reporting  entity's  hedges by providing for qualitative  disclosures  about the
objectives and strategies for using derivatives,  quantative data about the fair
value  of  and  gains  and  losses  on  derivative  contracts,  and  details  of
credit-risk-related  contingent features in their hedged positions. The standard
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after November 15, 2008, with early  application  encouraged,
but not required.  We do not anticipate the adoption of SFAS No. 161 will have a
material effect on the Company's financial statements.

     Management does not believe that any recently issued, but not yet effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.














                                    F-8
<page>

NOTE B - INCOME TAXES

     Deferred tax assets and liabilities are determined  using enacted tax rates
for the effects of net operating  losses and temporary  differences  between the
book  and tax  bases of  assets  and  liabilities.  Certain  judgments  are made
relating  to  recoverability  of  deferred  tax  assets,  uses of tax loss carry
forwards,   level  of  expected   taxable  income  and  available  tax  planning
strategies.  At December 31, 2007 and  December  31,  2006,  the Company had net
operating loss carryforwards of $70,860 and $59,932, respectively,  available to
reduce future taxable income  expiring  through 2027.  Management has determined
that it is more likely than not that the net operating loss  carryforwards  will
not be  realized  in the future  and,  accordingly,  the  deferred  tax asset of
$29,013 and $24,718 has been fully reserved as of December 31, 2007 and December
31, 2006,  respectively.  The Company's  valuation allowance increased by $4,295
during 2007. A reconcilliation of the statutory income tax effective rate to the
actual provision shown in the financial statements is as follows:

<TABLE>
<CAPTION>
                                 For the Year ended          For the Year ended
                                  December 31, 2007           December 31, 2006
                                 -----------------          -----------------------
<S>                                <C>         <C>              <C>            <C>

(Loss) before income taxes      ($10,298)                    ($16,763)
                                ---------                    ---------
                                ---------                    ---------

Computed tax benefit at
statutory rate:

Federal                         ($ 3,715)      (34%)          ($5,699)       (34%)

State                              ($579)     (5.3%)            ($889)        (5.3%)

Surtax exemption                   2,076      19.0%             3,185         19.0%

Net Operating Loss
Valuation allowance              $ 2,218      20.3%            $3,403         20.3%
                                --------      ------         ---------      -------

Total tax benefit                 $ --          --%            $ --            --%

                                --------      -------        --------       -------
                                --------      -------        --------       -------
</TABLE>


NOTE C - CAPITAL TRANSACTIONS

     On July 1, 2004,  the Company  issued  200,000  shares of common  stock and
800,000  warrants  in  exchange  for $1,000.  Management  allocated  $800 of the
purchase price to the warrants.  The warrants are exercisable at $0.12 per share
and expire on July 1, 2014. The warrants are not  exercisable  until the date on
which the closing price of the shares of the Company's  common stock has equaled
or exceeded $1.00 per share on the NASDAQ Bulletin Board, NASDAQ National Market
System  or on the  American  or New York  Stock  Exchange  for at least ten (10)
consecutive trading days.

     On July 14, 2004,  25,000 shares were sold for $1.00 per share. The Company
received  cash of $2,000 in 2004 and issued a note  receivable  for $23,000.  On
February 1, 2005,  the  subscription  receivable was satisfied by the receipt of
$23,000 in cash.

     On February 10, 2005, the Company  completed a private  placement of 57,350
shares of common stock at $1.00 per share.

     Six principal shareholders  (including the Company's President) own 218,200
shares of Common Stock.  These  shareholders  have agreed to escrow their shares
until the earlier of (i) February 10, 2008 or (ii) the date on which the closing
price of the shares of the Company's  common stock has equaled or exceeded $1.00
per share on the NASDAQ Bulletin Board,  NASDAQ National Market System or on the
American or New York Stock  Exchange for at least ten (10)  consecutive  trading
days. While in escrow,  the holders will be able to vote such securities but may
not sell them.

                                F-9

<PAGE>

     On March  13,  2007,  the  Company  entered  into a letter  agreement  (the
"Agreement") with Harron,  S.A.  ("Harron") and Dan Mamane, the sole Shareholder
of Harron  (the  "Shareholder")  pursuant  to which  Harron and the  Shareholder
agreed to enter into a share  exchange  agreement  with the Company  pursuant to
which the  Company  will  acquire  (the  "Transaction")  all of the  issued  and
outstanding  capital  stock of Harron in exchange  for the issuance of 7,000,000
shares of the  Company's  common  stock and  2,000,000  shares of the  Company's
Series A  Preferred  Stock  (the  "Preferred  Stock")  to the  Shareholder.  The
Preferred Stock will  automatically  be converted into an additional  13,564,650
shares of the  Company's  common  stock  upon the  filing by the  Company  of an
amendment to its  certificate of  incorporation  which  increases the authorized
shares of the Company's common stock to 50,000,000.

     In  consideration  for Harron and the Shareholder  agreeing to enter into a
share  exchange  agreement,  one of the  stockholders  of the Company  agreed to
reimburse Harron for $100,000 of expenses  incurred by Harron in connection with
the share exchange agreement and the transactions  contemplated thereby upon the
execution of the Agreement  and an additional  $50,000 of such expenses upon the
closing of the share exchange agreement.

     At the  closing,  it is  anticipated  that all of the present  officers and
directors  of the  Company  will  resign  and the  Shareholder  will  become the
President  and Chief  Executive  Officer of the Company  pursuant to a five year
employment agreement.

     The Company is negotiating  with Harron and the Shareholder with respect to
the share exchange agreement,  and, therefore,  any closing under that agreement
is subject to the execution of a definitive  agreement and the  satisfaction  of
the closing conditions set forth therein.

     On March 15, 2007 the Company  filed a Current  Report on Form 8-K with the
Securities and Exchange Commission with respect to the foregoing.

NOTE D - RELATED PARTY TRANSACTIONS

     Krovim, LLC, a principal stockholder of the Company, has agreed to loan the
Company up to $25,000. Any borrowings under this agreement will bear interest at
the  rate  of  prime  plus  2% per  annum.  No  such  borrowings  are  currently
outstanding.

     The Company  utilizes the office space provided by its president at no cost
to the Company. The amount of office space utilized by the Company is considered
insignificant.

     In February  2005, the Company  entered into a consulting  agreement with a
company  whose  sole  shareholder  is also a  shareholder  of the  Company.

NOTE E - COMMITMENTS

Long-term Employment Agreement & Executive Compensation

     On  February  7, 2005,  the Company  entered  into a three year  employment
agreement  with its  president,  which shall be extended from year to year after
the initial term. The president  shall not be entitled to any cash  compensation
from the Company for his services until the Company's annualized revenues exceed
$500,000 on a quarterly  basis. At such time, the president shall be entitled to
receive a salary of $50,000 per annum. In addition,  in July,  2004, the Company
entered into a bonus agreement ("Bonus Agreement") with Mr. Cohen which provides
that if Mr.  Cohen first  introduces  an entity to the Company that results in a
merger with the Company,  the Company will issue,  at the closing of the merger,
to Mr. Cohen five year warrants to purchase 200,000 shares of Common Stock at an
exercise price of $1.00 per share.

NOTE F - CONCENTRATION OF RISKS

     The Company's  cash balances are maintained in a high quality bank checking
account.  Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectible receivables.

     As of December 31, 2006 and 2007 respectively, one of the Company's clients
accounted for approximately 67% of the Company's accounts receivable and another
client  accounted  for the  balance.  95% and 100% of the  Company's  consulting
income in the years ended December 31, 2006 and December 31, 2007, respectively,
is from  these two  clients,  one of which  accounted  for 67% of the  Company's
revenues for each of the years ended  December 31, 2006 and 2007, and 67% of the
Company's accounts receivable as of December 31, 2006 and 2007.

                                F-10