UNITED
      STATES


***SECURITIES
      AND EXCHANGE COMMISSION***


WASHINGTON,
      D.C. 20549










**FORM
      10-KSB**










x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934****For
                the fiscal year ended December 31, 2007**o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934****For
                the transition period from ______ to
                ______**





Commission
      file number: **000-24477**





**FERIS
      INTERNATIONAL, INC.**


(Exact
      name of Small Business Issuer as specified in its charter)








**Nevada**
            
            **86-0776876**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                Number)**3155
                East Patrick Lane, Suite 1**
              **Las
                Vegas, Nevada 89120**(Address
                of principal executive offices)**(702)
                492-9413**Issuer’s
                telephone number:





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





Securities
      registered under Section 12(g) of the Act: Common Stock, par value $0.001
      per share





Check
      whether the issuer (1) 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 issuer was required to file such reports), and
      (2) has been subject to such filing requirements for the past 90 days.
      Yes o No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to the best of the 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 o





The
      issuer had no revenues for its most recent fiscal year.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates as of December 31, 2007, was $13,035.




As
      of
      December 31, 2007, the issuer had 242,500 shares of common stock
      outstanding.




Transitional
      Small Business Disclosure Format: Yes o No x







**TABLE
      OF CONTENTS**


**PART
                  I**ITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              1ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              2ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              2ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              2**PART
                  II**ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              2ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
              3ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              4ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              15ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              15ITEM
                  8B.
              OTHER
                  INFORMATION
              15**PART
                  III**ITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION
                  16(a) OF THE EXCHANGE ACT
              16ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              17ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              18ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              18ITEM
                  13.
              EXHIBITS
              18ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              20EXHIBIT
                  31EXHIBIT
                  32







**DISCLOSURE
      REGARDING FORWARD-LOOKING STATEMENTS**




**This
      Report, including any documents which may be incorporated by reference into
      this
      Report, contains “Forward-Looking Statements” within the meaning of Section 27A
      of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended, including, without limitation, statements
      regarding our lack of operating revenues or profits, the risk that shareholders
      could suffer substantial dilution, and the fact that we have not paid dividends
      to date. All statements other than statements of historical fact are
“Forward-Looking Statements” for purposes of these provisions, including any
      projections of earnings, revenues or other financial items, any statements
      of
      the plans and objectives of management for future operations, any statements
      concerning proposed new products or services, any statements regarding future
      economic conditions or performance, and any statements of assumptions underlying
      any of the foregoing. All Forward-Looking Statements included in this document
      are made as of the date hereof and are based on information available to us
      as
      of such date. We assume no obligation to update any Forward-Looking Statement.
      In some cases, Forward-Looking Statements can be identified by the use of
      terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,”
“believes,” “estimates,” “potential,” or “continue,” or the negative thereof or
      other comparable terminology. Although we believe that the expectations
      reflected in the Forward-Looking Statements contained herein are reasonable,
      there can be no assurance that such expectations or any of the Forward-Looking
      Statements will prove to be correct, and actual results could differ materially
      from those projected or assumed in the Forward-Looking Statements. Future
      financial condition and results of operations, as well as any Forward-Looking
      Statements are subject to inherent risks and uncertainties, including any other
      factors referred to in the Company’s press releases and reports filed with the
      Securities and Exchange Commission. All subsequent Forward-Looking Statements
      attributable to the Company or persons acting on its behalf are expressly
      qualified in their entirety by these cautionary statements. Additional factors
      that may have a direct bearing on the Company’s operating results are described
      under “Risk Factors” and elsewhere in this report.**




**Introductory
      Comment**




Throughout
      this Annual Report on Form 10-KSB, the terms “we,” “us,” “our,” and “our
      company” refer to Feris International, Inc., a Nevada corporation.









**ITEM
                1.**
            ******DESCRIPTION OF BUSINESS.******




***Overview***




Titan
      Motorcycle Co. of America was organized in 1994, and later renamed Feris
      International, Inc. It was a premier designer, manufacturer and distributor
      of
      high-end, American-made, V-twin engine motorcycles marketed under various
“Titan” trademarks. On January 9, 2001, we filed for voluntary bankruptcy
      protection under Chapter 11 of the United States Bankruptcy Code in the United
      States Bankruptcy Court in the District of Arizona. We were released from
      bankruptcy in November 2003 and discontinued our prior business as a designer,
      manufacturer and distributor of motorcycles, shortly thereafter.




On
      June
      1, 2005, the 8th District Court of the State of Nevada appointed a custodian
      of
      our company (the “Custodian”) to reorganize corporate operations. We have been a
      public shell company since that date. The Custodian subsequently appointed
      Patricia Linson as our current President and sole director, and she has served
      in that role since. We have no other officers or members of management. On
      August 3, 2005, we effected a 1:400 reverse stock split of our issued and
      outstanding common stock. In addition, in August 2005, we amended our Articles
      of Incorporation to effect a name change to “Feris International, Inc.”




For
      a
      complete description of our business prior to the bankruptcy filing, see our
      Form 10-KSB for the year ended December 31, 1999, filed with the Securities
      and
      Exchange Commission on April 17, 2000.




*Entry
      Into Merger Agreement*




On
      August
      20, 2007, we, together with Feris Merger Sub, Inc., our wholly owned subsidiary
      (“Merger Sub”), and Patricia Linson, on the one hand, and Pro Sports &
Entertainment, Inc. (“PSEI”), on the other hand, entered into an Agreement and
      Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement,
      Merger Sub will merge into PSEI (the “Merger”), PSEI will become our wholly
      owned subsidiary, and the shareholders of PSEI will receive shares of our common
      stock representing approximately 85.22% of our company’s issued and outstanding
      capital stock on a fully diluted basis after giving effect to the Merger and
      the
      possible conversion of an outstanding convertible note. Consummation of the
      Merger is dependent upon the satisfaction of certain conditions including
      shareholder approval of the parties, our company becoming current in its
      reporting obligations under the Securities Exchange Act of 1934, and the absence
      of liabilities (except for the aforementioned convertible note).




PSEI
      is engaged in owning, operating and marketing various live entertainment and
      sports events. PSEI also owns and operates Stratus Rewards, a marketing and
      redemption platform wrapped around a Visa Signature card, which provides
      exclusive benefits to its cardholders in the form of luxury trips, private
      jet
      travel, high end merchandise and other rewards for specified levels of
      use.




At
      this
      time our shares are speculative and involve a high degree of risk, for the
      reasons following. We have no operations or revenues, thus there are no
      financial results upon which anyone may base an assessment of our potential.
      There is no assurance that we will be successful in completing the Merger,
      nor
      that we will be successful or that our shares will have any value even if the
      Merger is completed. After completion of the Merger, our current shareholders
      will experience severe dilution of their ownership due to the issuance of shares
      in the Merger.




***Employees.***




As
      of
      December 31, 2006, we had no full-time employees. Patricia Linson currently
      serves as our President and sole director, and oversees the administration
      of
      our company pending a successful business combination with another business
      entity. We do not pay any compensation to our President and sole director in
      connection with such administrative duties.




1




**RISK
      FACTORS**




In
      addition to other information included in this report, the following factors
      should be considered in evaluating our future prospects:




**Risks
      Relating to the Merger Agreement**




*The
      anticipated benefits of the Merger may not be realized.*




We
      enter
      into the Merger Agreement with the expectation that the merger will result
      in
      various benefits including, among other things, benefits relating to higher
      revenues and profits as well as easier access to capital markets, and operating
      a more profitable public company. However, there is no guarantee that by virtue
      of the Merger, we will generate higher profits or increase value to our
      shareholders. Following the Merger, we will face competition in a new industry
      with challenges that may be different from those we faced in our legacy
      business. Failure to achieve these anticipated benefits could result in
      increased costs and decreases in the amount of expected revenues.




*If
      the conditions to the Merger are not satisfied or waived, the Merger may not
      occur.*




Specified
      conditions set forth in the Merger Agreement must be satisfied or waived to
      complete the Merger. If the conditions are not satisfied or waived, to the
      extent waiver is permitted by applicable law, the Merger will not occur or
      will
      be delayed, and each of us and PSEI may lose some or all of the intended
      benefits of the Merger.




**ITEM
                2.**
            **DESCRIPTION
                OF PROPERTY.******




We
      neither own nor lease any real estate or other properties. We utilize the
      mailing address of one of our officers at no cost to us.




**ITEM
                3.**
            **LEGAL
                PROCEEDINGS.******




As
      of
      December 31, 2007, there were no legal proceedings that were pending or have
      been threatened against us, or any of our officers, directors or control persons
      of which we are aware.




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




No
      matters were submitted to a vote of security holders during the fourth quarter
      of the fiscal year ended December 31, 2007.




**PART
      II**




**ITEM
                5.**
            **MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.******




Our
      common stock is listed on the OTC Pink Sheets under the symbol “FSIT”. The
      following table sets forth the range of bid quotations for our common stock
      for
      the quarters indicated according to data provided by Pink Sheets LLC. Such
      quotations reflect inter-dealer prices, without retail mark-ups, markdowns
      or
      commissions, and may not represent actual transactions.


**Fiscal
                  Year Ended December 31, 2007**
              
              **High
                  Bid**
              
              **Low
                  Bid**First
                  Quarter
              
              
              1.01
              
              
              0.25Second
                  Quarter
              
              
              0.25
              
              
              0.25Third
                  Quarter
              
              
              0.25
              
              
              0.20Fourth
                  Quarter
              
              
              0.43
              
              
              0.11




2




**Fiscal
                Year Ended December 31, 2006**
            
            **High
                Bid**
            
            **Low
                Bid**First
                Quarter
            
            
            0.25
            
            
            0.25Second
                Quarter
            
            
            0.25
            
            
            0.25Third
                Quarter
            
            
            0.25
            
            
            0.20Fourth
                Quarter
            
            
            0.20
            
            
            0.15





**Shareholders**




As
      of
      December 31, 2007, we believe that we have approximately 948 shareholders of
      our
      common stock.




**Dividends**




We
      have
      never paid any cash dividends on our common stock and do not anticipate paying
      dividends in the foreseeable future.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




In
      December 1996, the Board of Directors of our company at the time adopted the
      Titan Motorcycle Co. of America Stock Option and Incentive Plan (the “Plan”). As
      of March 31, 2000, we had issued options under the Plan for an aggregate of
      1,2855,000 shares of our common stock. All of the outstanding options were
      voided and returned to the Plan, and the Plan was subsequently terminated in
      2002 in connection with our reorganization under Chapter 11 of the United States
      Bankruptcy Code.




As
      of
      December 31, 2007, we did not maintain any equity compensation
      plans.




**Recent
      Sales Of Unregistered Securities**




We
      have
      not sold securities within the past year without registering the securities
      under the Securities Act.




**ITEM
                6.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS.******




**Critical
      Accounting Policies**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States require management to make estimates
      and
      assumptions that affect the reported assets, liabilities, sales and expenses
      in
      the accompanying financial statements. Critical accounting policies are those
      that require the most subjective and complex judgments, often employing the
      use
      of estimates about the effect of matters that are inherently uncertain. Certain
      other critical accounting policies, including the assumptions and judgments
      underlying them, are disclosed in the Notes to the Consolidated Financial
      Statements included in this Annual Report. However, we do not believe that
      there
      are any alternative methods of accounting for our operations that would have
      a
      material affect on our financial statements.




**RESULTS
      OF OPERATIONS**




*Revenues
      and Gross Profit* .
      We did
      not earn any revenues for the year ended December 31, 2007. We did not recognize
      any revenue for the comparable period in 2006.




*Operating
      Expenses and Operating Loss* .
      We
      incurred $55,800 in selling, general and administrative expenses for the year
      ended December 31, 2007, compared with $41,900 in selling, general and
      administrative expenses for the same period in 2006. As a result of the
      foregoing, we sustained an operating loss of $55,800 for the year ended December
      31, 2007, as compared with an operating loss of $41,900 for the same period
      in
      2006.




3




*Other
      Income/ Expense and Net Loss* .
      We
      incurred interest expense of $4,962 for the year ended December 31, 2007, as
      compared with $6,196 in interest expenses during 2006. In sum, our net loss
      applicable to common shareholders for the year ended 2007 was $60,762 or a
      loss
      of $0.34 per fully diluted share. For the year ended December 31, 2006 we
      incurred a net loss applicable to common shareholders of $48,096 making a loss
      of $0.41 per fully diluted share.




**LIQUIDITY
      AND CAPITAL RESOURCES**




As
      of
      December 31, 2007 we had $0 in cash and had a working capital deficit of
      $203,721 We have not generated any revenues since fiscal year 1999.




On
      July
      22, 2005, we issued a note payable in the aggregate amount of $75,000 (the
      “Note”) to the Custodian of our company appointed by the bankruptcy court. The
      Note has an interest rate bearing 8% per annum and is due upon demand. The
      holder of the Note may, at his option, convert into our common stock any portion
      of the accrued interest and unpaid principal balance. The proceeds from the
      Note
      were used to pay off certain outstanding obligations incurred in connection
      with
      our bankruptcy.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




We
      have
      no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B
      for the fiscal year ended December 31, 2007.




**ITEM
                7.**
            **FINANCIAL
                STATEMENTS.**




4





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**


**THE
      BOARD OF FERIS INTERNATIONAL INC.**





We
      have
      audited the accompanying balance sheet of Feris International Inc. as of
      December 31, 2007, 2006 and 2005 and the related statements of operations,
      stockholders equity and cash flows for the periods then ended. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform our audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audit provides
      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 Feris International Inc. as at
      December 31, 2007, 2006 and 2005 and the results of its’ operations and its’
stockholders equity and cash flows for the periods then ended in conformity
      with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company's viability is dependent upon
      its
      ability to obtain future financing and the success of its future operations.
      These factors raise substantial doubt as to the Company's ability to continue
      as
      a going concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.





**Gruber
      & Company, LLC Saint Louis, Missouri**


**February
      20, 2008**





5


**Feris
                  International, Inc.****Balance
                  Sheets**
  **December
                    31,****2007**
                
                **2006**
                
                **2005****Assets**Current
                    AssetsCash
                
                $
                -
                
                $
                -
                
                $
                -Accounts
                    Receivable
                
                
                -
                
                
                -
                
                
                -Inventories
                
                
                -
                
                
                -
                
                
                -Prepaid
                    Expenses & Other Assets
                
                
                -
                
                
                -
                
                
                -Total
                    Current Assets
                
                
                -
                
                
                -
                
                
                -Property
                    & Equipment, Net
                
                
                -
                
                
                -
                
                
                -Goodwill
                
                
                -
                
                
                -
                
                
                -Deposits
                
                
                -
                
                
                -
                
                
                -**Total
                    Assets**
                
                $
                -
                
                **$**
                **-**
                
                **$**
                **-****Liabilities
                    & Stockholders' Equity (Deficit)**Current
                    LiabilitiesAccounts
                    Payable & Accrued Expenses
                
                $
                82,500
                
                $
                37,500
                
                $
                10,000Accrued
                    Custodian Compensation
                
                
                32,400
                
                
                21,600
                
                
                7,200Accrued
                    Interest Expense
                
                
                13,821
                
                
                8,859
                
                
                2,663Convertible
                    Note Payable
                
                
                75,000
                
                
                75,000
                
                
                75,000Total
                    Current Liabilities
                
                
                203,721
                
                
                142,959
                
                
                94,863Commitments
                    & Contingencies
                
                
                -
                
                
                -
                
                
                -Stockholders'
                    Equity (Deficit)Common
                    Stock, $0.001 par value, 200,000,000 sharesauthorized;
                    242,500, 118,500 and 118,500shares
                    issued and outstanding, respectively.
                
                
                243
                
                
                119
                
                
                119Additional
                    Paid-in Capital
                
                
                12,598,563
                
                
                12,598,687
                
                
                12,598,687Accumulated
                    Deficit
                
                
                (12,802,527
                )
                
                (12,741,765
                )
                
                (12,693,669
                )Total
                    Stockholders' Equity (Deficit)
                
                
                (203,721
                )
                
                (142,959
                )
                
                (94,863
                )**Total
                    Liabilities & Stockholders' Equity (Deficit)**
                
                $
                -
                
                **$**
                **-**
                
                **$**
                **-**
  ***The
                    accompanying notes are an integral part of these financial
                    statements.***


6




**Feris
                International, Inc.****Statements
                of Operations**




**For
                  the Year Ended December 31,****2007**
              
              **2006**
              
              **2005**Sales,
                  net
              
              $
              -
              
              $
              -
              
              $
              -Cost
                  of Good Sold
              
              
              -
              
              
              -
              
              
              -Gross
                  Profit
              
              
              -
              
              
              -
              
              
              -Operating
                  ExpensesSelling,
                  General and Administrative
              
              
              55,800
              
              
              41,900
              
              
              92,200Research
                  and Development
              
              
              -
              
              
              -
              
              
              -Total
                  Operating Expenses
              
              
              55,800
              
              
              41,900
              
              
              92,200Income
                  (Loss) from Operations
              
              
              (55,800
              )
              
              (41,900
              )
              
              (92,200
              )Other
                  Income (Expense)Interest
                  Expense
              
              
              4,962
              
              
              6,196
              
              
              2,663Total
                  Other Income (Expense)
              
              
              4,962
              
              
              6,196
              
              
              2,663Income
                  (Loss) Before Income Taxes
              
              
              (60,762
              )
              
              (48,096
              )
              
              (94,863
              )Provision
                  for Income Taxes
              
              
              -
              
              
              -
              
              
              -Net
                  Income (Loss)
              
              $
              (60,762
              )
              $
              (48,096
              )
              $
              (94,863
              )Income
                  (Loss) Per Share-Basic & Diluted
              
              $
              (0.34
              )
              $
              (0.41
              )
              $
              (0.80
              )Weighted
                  Average Number of Shares
              
              
              180,330
              
              
              118,500
              
              
              118,500
  ***The
                  accompanying notes are an integral part of these financial
                  statements.***




7




**Feris
                  International Inc.****Statements
                  of Stockholders' Equity
                  (Deficit)**




**Common
                  Stock**
              
              
              
              
              
              
              
              
              **Total****Par
                  Value**
              
              
              **Additional**
              
              
              
              
              
              **Stockholders'****Number
                  of**
              
              
              **($0.001)**
              
              
              **Paid-**
              
              
              **Accumulated**
              
              
              **Equity****Shares**
              
              
              **Amount**
              
              
              **In-Capital**
              
              
              **Deficit**
              
              
              **(Deficit)****Balance
                  at December 31, 2004**
              
              
              **118,500**
              
              **$**
              **119**
              
              **$**
              **12,598,687**
              
              **$**
              **(12,598,806**
              **)**
              **$**
              -Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (94,863
              )
              
              (94,863
              )**Balance
                  at December 31, 2005**
              
              
              **118,500**
              
              **$**
              **119**
              
              **$**
              **12,598,687**
              
              **$**
              **(12,693,669**
              **)**
              **$**
              **(94,863**
              **)**Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (48,096
              )
              
              (48,096
              )**Balance
                  at December 31, 2006**
              
              
              **118,500**
              
              **$**
              **119**
              
              **$**
              **12,598,687**
              
              **$**
              **(12,741,765**
              **)**
              **$**
              **(142,959**
              **)**Common
                  Stock Issued for Services
              
              
              124,000
              
              
              124
              
              
              (124
              )
              
              -
              
              
              -Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (60,762
              )
              
              (60,762
              )**Balance
                  at December 31, 2007**
              
              
              **242,500**
              
              **$**
              **243**
              
              **$**
              **12,598,563**
              
              **$**
              **(12,802,527**
              **)**
              **$**
              **(203,721**
              **)**
  ***The
                  accompanying notes are an integral part of these financial
                  statements.***




8




**Feris
                International, Inc.****Statements
                of Cash Flows**




**For
                  the Year Ended December 31,****2007**
              
              **2006**
              
              **2005****Cash
                  Flows from Operating Activities**Net
                  Loss
              
              $
              (60,762
              )
              $
              (48,096
              )
              $
              (94,863
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Common
                  Stock Issued for Services
              
              
              -
              
              
              -
              
              
              -Depreciation
                  & Amortization
              
              
              -
              
              
              -
              
              
              -Changes
                  in operating assets and liabilities:Accounts
                  Receivable
              
              
              -
              
              
              -
              
              
              -Inventories
              
              
              -
              
              
              -
              
              
              -Prepaid
                  Expenses & Other Assets
              
              
              -
              
              
              -
              
              
              -Deposits
              
              
              -
              
              
              -
              
              
              -Accounts
                  Payable and Accrued Expenses
              
              
              45,000
              
              
              27,500
              
              
              10,000Accrued
                  Custodian Compensation
              
              
              10,800
              
              
              14,400
              
              
              7,200Accrued
                  Interest
              
              
              4,962
              
              
              6,196
              
              
              2,663Total
                  adjustments
              
              
              60,762
              
              
              48,096
              
              
              19,863**Net
                  Cash Used in Operating Activities**
              
              
              **-**
              
              
              **-**
              
              
              **(75,000**
              **)****Cash
                  Flows from Investing Activities**Purchase
                  of Property and Equipment
              
              
              -
              
              
              -
              
              
              -**Net
                  Cash Used in Investing Activities**
              
              
              **-**
              
              
              **-**
              
              
              **-****Cash
                  Flows from Financing Activities**Stock
                  Issued for Cash
              
              
              -
              
              
              -
              
              
              -Proceeds
                  from Convertible Notes
              
              
              -
              
              
              -
              
              
              75,000**Net
                  Cash Provided by Financing Activities**
              
              
              **-**
              
              
              **-**
              
              
              **75,000****Net
                  Increase (Decrease) in Cash**
              
              
              **-**
              
              
              **-**
              
              
              **-**Cash
                  Beginning of Period
              
              
              -
              
              
              -
              
              
              -**Cash
                  End of Year**
              
              $
              -
              
              **$**
              **-**
              
              **$**
              **-**Supplemental
                  Disclosure of Cash Flow Information:Cash
                  Paid during the period for interest
              
              $
              -
              
              $
              -
              
              $
              -Supplemental
                  Disclosure of Non-Cash Items:Common
                  Stock Issued for Services
              
              $
              -
              
              $
              -
              
              $
              -
  ***The
                  accompanying notes are an integral part of these financial
                  statements.***





9





**FERIS
      INTERNATIONAL, INC.**


**NOTES
      TO THE FINANCIAL STATEMENTS**




**NOTE
      1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**A.
      Business and Organization**




Founded
      in 1994, Titan Motorcycle Co. of America, renamed Feris International, Inc.,
      was
      a premier designer, manufacturer and distributor of high-end, American-made,
      V-twin engine motorcycles marketed under various Titan trademarks. On January
      9,
      2001, Titan Motorcycle Co. of America, a Nevada corporation (the "Company")
      filed for voluntary bankruptcy protection under Chapter 11 of the United States
      Bankruptcy Code in the United States Bankruptcy Court in the District of
      Arizona.




On
      June
      1, 2005, the 8 th District
      Court of the State of Nevada appointed a Custodian of the corporation to appoint
      new directors and reorganize corporate operations. The company has been a public
      shell and has not engaged in any material operating activities since this
      date.




The
      Company is currently planning a merger with Pro Sports & Entertainment, Inc.
      as detailed in Note 7-Subsequent Events.




**B.
      Accounting Method**




The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.




**C.
      Property & Equipment**




Property
      and equipment is recorded at cost. Major additions and improvements are
      capitalized. The cost and related accumulated depreciation of equipment retired
      or sold are removed from the accounts and any differences between the
      undepreciated amount and the proceeds from the sale are recorded as a gain
      or
      loss on sale of equipment. Depreciation is computed using the straight-line
      method over the estimated useful life of the assets.




**D.
      Capital Stock**




The
      authorized capital stock of the Company consists of 200,000,000 shares of common
      stock at a par value of $0.001. At December 31, 2007, 2006 and 2005 there were
      242,500, 118,500, 118,500 shares issued and outstanding,
      respectively.




On
      July
      2, 2007, the Board of Directors agreed that the Company would retroactively
      issue the Custodian 124,000 shares of stock for services at the par value as
      additional compensation.




**E.
      Estimates**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.




**F.
      Revenue Recognition**




Revenue
      is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
      Recognition in Financial Statements.” The Company recognizes revenue when the
      significant risks and rewards of ownership have been transferred to the customer
      pursuant to applicable laws and regulations, including factors such as when
      there has been evidence of a sales arrangement, delivery has occurred, or
      service have been rendered, the price to the buyer is fixed or determinable,
      and
      collectibility is reasonably assured.




**G.
      Recent Accounting Pronouncements**




In
      November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
      of
      ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that
      abnormal amounts of idle facility expense, freight, handling costs, and wasted
      materials (spoilage) should be recognized as current-period charges and require
      the allocation of fixed production overheads to inventory based on the normal
      capacity of the production facilities. The guidance is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005. Earlier
      application is permitted for inventory costs incurred during fiscal years
      beginning after November 23, 2004. The Company has evaluated the impact of
      the
      adoption of SFAS 151, and does not believe the impact will be significant to
      the
      Company's overall results of operations or financial position.




10




In
      December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
      Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
      152) The amendments made by Statement 152 This Statement amends FASB Statement
      No. 66, Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
      Estate Time-Sharing Transactions. This Statement also amends FASB Statement
      No.
      67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
      to state that the guidance for (a) incidental operations and (b) costs incurred
      to sell real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is subject to the
      guidance in SOP 04-2. This Statement is effective for financial statements
      for
      fiscal years beginning after June 15, 2005. The Company has evaluated the impact
      of the adoption of SFAS 152, and does not believe the impact will be significant
      to the Company's overall results of operations or financial position.




In
      December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
      an
      amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. “The
      amendments made by Statement 153 are based on the principle that exchanges
      of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset for a similar productive asset or an equivalent interest
      in the same or similar productive asset should be based on the recorded amount
      of the asset relinquished. Opinion 29 provided an exception to its basic
      measurement principle (fair value) for exchanges of similar productive assets.
      The Board believes that exception required that some nonmonetary exchanges,
      although commercially substantive, be recorded on a carryover basis. By focusing
      the exception on exchanges that lack commercial substance, the Board believes
      this Statement produces financial reporting that more faithfully represents
      the
      economics of the transactions. The Statement is effective for nonmonetary asset
      exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
      application is permitted for nonmonetary asset exchanges occurring in fiscal
      periods beginning after the date of issuance. The provisions of this Statement
      shall be applied prospectively. The Company has evaluated the impact of the
      adoption of SFAS 153, and does not believe the impact will be significant to
      the
      Company's overall results of operations or financial position.




In
      December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
      Payment". Statement 123(R) will provide investors and other users of financial
      statements with more complete and neutral financial information by requiring
      that the compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on the
      fair
      value of the equity or liability instruments issued. Statement 123(R) covers
      a
      wide range of share-based compensation arrangements including share options,
      restricted share plans, performance-based awards, share appreciation rights,
      and
      employee share purchase plans. Statement 123(R) replaces FASB Statement No.
      123,
      Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
      Accounting for Stock Issued to Employees. Statement 123, as originally issued
      in
      1995, established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that Statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to financial statements disclosed what net income
      would
      have been had the preferable fair-value-based method been used. Public entities
      (other than those filing as small business issuers) will be required to apply
      Statement 123(R) as of the first interim or annual reporting period that begins
      after June 15, 2005. The Company adopted Statement 123(R) in December of 2005.




In
      December 2004, the Financial Accounting Standards Board issued two FASB Staff
      Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for
      Income Taxes" to the Tax Deduction on Qualified Production Activities Provided
      by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and
      Disclosure Guidance for the Foreign Earnings Repatriation Provision within
      the
      American Jobs Creation Act of 2004. Neither of these affected the Company as
      it
      does not participate in the related activities.




In
      March
      2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment”
(“SAB 107”), which provides interpretive guidance related to the interaction
      between SFAS 123(R) and certain SEC rules and regulations. It also provides
      the
      SEC staff’s views regarding valuation of share-based payment arrangements. In
      April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow
      companies to implement the standard at the beginning of their next fiscal year,
      instead of the next reporting period beginning after June 15, 2005. Management
      is currently evaluating the impact SAB 107 will have on our consolidated
      financial statements.




11




In
      March
      2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional
      Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to
      the identification of and financial reporting for legal obligations to perform
      an asset retirement activity. The Interpretation requires recognition of a
      liability for the fair value of a conditional asset retirement obligation when
      incurred if the liability’s fair value can be reasonably estimated. FIN 47 also
      defines when an entity would have sufficient information to reasonably estimate
      the fair value of an asset retirement obligation. The provision is effective
      no
      later than the end of fiscal years ending after December 15, 2005. The Company
      will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does
      not
      believe the adoption will have a material impact on its consolidated financial
      position or results of operations or cash flows.




In
      May
      2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error
      Corrections.” This new standard replaces APB Opinion No. 20, “Accounting
      Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
      Financial Statements,” and represents another step in the FASB’s goal to
      converge its standards with those issued by the IASB. Among other changes,
      Statement 154 requires that a voluntary change in accounting principle be
      applied retrospectively with all prior period financial statements presented
      on
      the new accounting principle, unless it is impracticable to do so. Statement
      154
      also provides that (1) a change in method of depreciating or amortizing a
      long-lived non-financial asset be accounted for as a change in estimate
      (prospectively) that was effected by a change in accounting principle, and
      (2)
      correction of errors in previously issued financial statements should be termed
      a “restatement.” The new standard is effective for accounting changes and
      correction of errors made in fiscal years beginning after December 15, 2005.
      Early adoption of this standard is permitted for accounting changes and
      correction of errors made in fiscal years beginning after June 1, 2005. The
      Company has evaluated the impact of the adoption of Statement 154 and does
      not
      believe the impact will be significant to the Company's overall results of
      operations or financial position.




In
      February of 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”, which is intended to simplify the accounting and improve
      the financial reporting of certain hybrid financial instruments (i.e.,
      derivatives embedded in other financial instruments). The statement amends
      SFAS
      No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and
      SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities—a replacement of FASB Statement No. 125.” SFAS
      No. 155 is effective for all financial instruments issued or acquired after
      the
      beginning of an entity's first fiscal year that begins after September 15,
      2006.
      The Company is currently evaluating the impact SFAS No. 155 will have on its
      consolidated financial statements, if any.




The
      implementation of the provisions of these pronouncements are not expected to
      have a significant effect on the Company’s consolidated financial statement
      presentation.




**NOTE
      2- ACCOUNTS PAYABLE & ACCRUED EXPENSES**




**December
                  31,****Description**
              
              **2007**
              
              **2006**
              
              **2005**Accrued
                  Stock Transfer Agent Fees
              
              
              27,500
              
              
              20,000
              
              
              10,000Accrued
                  Audit Expenses
              
              
              15,000
              
              
              7,500Accrued
                  SEC Filing Fees
              
              
              25,000
              
              
              10,000
              
              
              -Accrued
                  Proxy Mailing Expenses
              
              
              15,000
              
              
              -
              
              
              -Total
                  Accrued Expenses
              
              $
              82,500
              
              $
              37,500
              
              $
              10,000





**NOTE
      3-ACCRUED CUSTODIAN COMPENSATION**




Subsequent
      to December 31, 2007, the Board of Directors agreed that the Company would
      retroactively issue the Custodian, $1,200 per month to compensate for the last
      two years of services. In addition, 124,000 shares of stock at the Board agreed
      upon price were authorized as additional compensation.




12




**NOTE
      4- CONVERTIBLE NOTE PAYABLE**




On
      July
      22, 2005, the Company issued a note payable totaling $75,000 to the Custodian
      of
      the Company. The note has an interest rate bearing 8% per annum and is due
      upon
      demand. The holder of this note may, at their option, convert all or any portion
      of the accrued interest and unpaid principle balance at par value or other
      price
      determined by the Board of Directors.




**NOTE
      5-COMMITMENTS AND CONTIGENCIES**





**LEASE
      AGREEMENT**




The
      Company has no lease agreements or other commitments.




**LITIGATION**




On
      January 5, 2007, a judgment was entered into on behalf of the transfer agent
      against the company related to outstanding fees. These fees are included in
      accrued expenses. On August 8, 2007, this obligation was satisfied. On September
      4, 2007, the transfer agent submitted an invoice for an additional $13,650
      for
      services rendered after June 30, 2007. This amount is being disputed by the
      Company.




**NOTE
      6-INCOME TAXES**




The
      Company had available approximately $12,803,000, $12,742,000 and $12,694,000
      of
      unused Federal and state net operating loss carryforwards at December 31, 2007,
      2006 and 2005 , respectively, that may be applied against future taxable income.
      These net operating loss carryforwards expire through 2022 and 2012 for federal
      and state purposes, respectively. There is no assurance that the Company will
      realize the benefit of the net operating loss carryforwards.


**December
                  31,****2007**
              
              **2006**
              
              **2005****Deferred
                  Tax Asset:**Net
                  Operating Loss Carryforward
              
              $
              4,352,859
              
              $
              4,332,200
              
              $
              4,315,847Valuation
                  Allowance
              
              
              (4,352,859
              )
              
              (4,332,200
              )
              
              (4,315,847
              )Net
                  Deferred Tax Asset
              
              $
              -
              
              $
              -
              
              $
              -




SFAS
      No.
      109 requires a valuation allowance to be recorded when it is more likely than
      not that some or all of the deferred tax assets will not be realized. At
      December 31, 2007, 2006 and 2005, valuation allowances for the full amount
      of
      the net deferred tax asset were established due to the uncertainties as to
      the
      amount of the taxable income that would be generated in future
      years.




Reconciliation
      of the difference between the statutory tax rate and effective income tax rate
      is as follows:




**December
                  31,****2007**
              
              **2006**
              
              **2005**Statutory
                  Federal Tax (Benefit) Rate
              
              
              -34.00
              %
              
              -34.00
              %
              
              -34.00
              %Statutory
                  State Tax (Benefit) Rate
              
              
              0.00
              %
              
              0.00
              %
              
              0.00
              %Effective
                  Tax (Benefit) Rate
              
              
              -34.00
              %
              
              -34.00
              %
              
              -34.00
              %Valuation
                  Allowance
              
              
              34.00
              %
              
              34.00
              %
              
              34.00
              %Effective
                  Income Tax
              
              
              0.00
              %
              
              0.00
              %
              
              0.00
              %





13




**NOTE
      7-SUBSEQUENT EVENTS**




On
      August
      20, 2007, Feris International, Inc. (the “Company”), Feris Merger Sub, Inc., a
      wholly owned subsidiary of the Company (“Merger Sub”), and an individual, on the
      one hand, and Pro Sports & Entertainment, Inc. (“PSEI”), on the other hand,
      entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant
      to the Merger Agreement, Merger Sub will merge into PSEI (the “Merger”), PSEI
      will become a wholly owned subsidiary of the Company, and the shareholders
      of
      PSEI will receive shares of the Common Stock of the Company representing
      approximately 85.22% of Feris’ issued and outstanding capital stock on a fully
      diluted basis after giving effect to the Merger and the possible conversion
      of
      an outstanding convertible note (the “Convertible Note”). Consummation of the
      Merger is dependent upon the satisfaction of certain conditions including
      shareholder approval of the parties, the Company becoming current in its filings
      and the absence of liabilities (except for the Convertible Note). PSEI is
      engaged in owning, operating and marketing various live entertainment and sports
      events. PSEI also owns and operates Stratus Rewards, a marketing and redemption
      platform wrapped around a Visa Signature card, which provides exclusive benefits
      to its cardholders in the form of luxury trips, private jet travel, high end
      merchandise and other rewards for specified levels of use.




14




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




None.




**ITEM
              8A.**
            **CONTROLS
                AND PROCEDURES.**




Since
      2001, the year in which we filed for bankruptcy, we have not had any material
      business activity. In addition, we have been a public shell company with no
      employees or revenues since 2005. As a result, we have not instituted any
      procedures for establishing and maintaining adequate internal controls over
      our
      financial reporting. Following consummation of the Merger Agreement, we believe
      the management in place at that time will establish such procedures in
      compliance with Sarbanes-Oxley Act of 2002.




**ITEM
              8B.**
            **OTHER
                INFORMATION**




None.




15




**PART III**




**ITEM
      9.     DIRECTORS, EXECUTIVE OFFICERS,
      PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT.**




Since
      June 2005, the date on which the bankruptcy court appointed a custodian of
      our
      company (the “Custodian”) to reorganize corporate operations, we have had only
      one director and executive officer as set forth in the table below:




**Name**
            **Age**
            **Title**Patricia
                Linson
            44
            President,
                Director, Secretary, Treasurer




**Current
      Officers and Directors**




PATRICIA
      LINSON - PRESIDENT AND SOLE DIRECTOR




Patricia
      Linson has **** 18
      years
      of experience is real estate sales and investments, mortgage banking as well
      as
      an agent, management, marketing, operations, and strategic planning of special
      events with live entertainment.   Ms. Linson has successfully
      operated, marketed, and promoted professional and amateur live production shows
      and concerts in the U.S. and the Philippines.  Ms. Linson has been the
      President and Chief Executive Officer of her own entertainment-booking agency.




**Former
      Officers and Directors**




The
      following persons served as our directors and executive officers as of December
      31, 2000, prior to our filing for voluntary bankruptcy protection under Chapter
      11 of the United States Bankruptcy Code.




FRANK
      S.
      KEERY - CHAIRMAN AND CEO




Mr.
      Frank
      Keery received a B.S. degree in Electrical Engineering from the University
      of
      Detroit in 1966 and an MBA degree from Western New England University in 1969.
      Subsequent to completion of his formal education, Mr. Frank Keery held various
      management and administrative positions. For 17 years Mr. Keery worked with
      Rogers Corporation, an AMEX listed corporation, involved in the manufacture
      and
      marketing of specialty materials, components and systems to the automotive
      and
      electronics markets internationally. From 1986 to 1994, Mr. Frank Keery was
      primarily employed in multiple positions as an outside and in-house business
      consultant. In 1989 to 1991 he was the CEO for Swanson Manufacturing, Inc.
      For
      the three-year period ending in August 1994, Frank Keery was CEO of the Company
      Store, a privately held mail order company with annual sales of approximately
      Eighty Million Dollars ($80,000,000). From August 1994 until 2001, the year
      in
      which we filed for bankruptcy, Mr. Keery served as chairman of the board and
      CEO
      of Paragon Custom Cycles, which later became Titan Motorcycle of
      America.




PATRICK
      KEERY - PRESIDENT/DIRECTOR




Mr.
      Keery
      was President of Titan since its inception, and owned and operated its
      predecessor entity, Paragon Custom Cycles. Mr. Patrick Keery is a 1992 graduate
      of Arizona State University where he obtained a B.S. degree in finance.
      Beginning in 1993, Mr. Keery operated and was the owner and manager of Paragon
      Custom Cycles doing custom design, assembly and rebuilding of essentially large
      displacement motorcycles until he became the President of the reorganized
      company in December of 1995, and served in that role from 1995 to 2001, the
      year
      in which we filed for bankruptcy.




BARBARA
      KEERY - VICE PRESIDENT/SECRETARY/DIRECTOR




Barbara
      S. Keery received her Masters Degree in Business Education from the University
      of Connecticut in 1970 and her Bachelors Degree in Business Education from
      the
      State University of New York at Albany. From 1964 through 1969 she taught high
      school administration business courses in South Windsor, Connecticut and Oak
      Park, Michigan. As a licensed real estate agent, she served on the chairman's
      board of Russ Lyon Realty and was a member of the Scottsdale Million Dollar
      Club
      in 1987 and 1988. From its inception in 1996 until 2001, the year in which
      we
      filed for bankruptcy, Mrs. Keery served as the corporate secretary and
      Vice-President of Titan.




16




HARRY
      H.
      BIRKENRUTH - DIRECTOR




Harry
      H.
      Birkenruth graduated with high honors from the City College of New York in
      1953.
      In 1957 he graduated with distinction from the Harvard Graduate School of
      Business Administration. In 1960 Mr. Birkenruth joined Rogers Corporation and
      became its Chief Financial Officer in 1967 and served as its Senior Vice
      President Polymer Products in 1986. Rogers Corporation is engaged in the sale
      of
      materials and components to the electronics and automotive industries with
      its
      principal place of business in Rogers, Connecticut. Beginning in 1990, Mr.
      Birkenruth served as Executive Vice President of Rogers Corporation and in
      April
      1992 became its President and Chief Executive Officer until March 31, 1997,
      when
      he became Chairman of the Board of Directors of the company. On June 30, 1998,
      Mr. Birkenruth retired as Chairman of Rogers Corporation. Mr. Birkenruth has
      previously served as a member of the Executive Committee and Board of Directors
      of the Connecticut Business and Industry Association; a member of the Board
      of
      Overseers of the University of Connecticut's School of Business; as a Trustee
      of
      the Connecticut Policy and Economic Counsel; and has served several terms as
      a
      member of the Board of Trustees and as an incorporator of the Windham Community
      Memorial Hospital. Mr. Birkenruth served as director of Titan until 2001, the
      year in which we filed for bankruptcy.




H.
      B.
      TONY TURNER - DIRECTOR




Tony
      Turner graduated in 1958 with a Bachelors degree from Duke University. In 1962
      he graduated from the Harvard Graduate School of Business Administration.
      Subsequent to his graduation from graduate school, Mr. Turner has engaged in
      a
      broad variety of work experiences including as First Vice President and Director
      of Mitchum, Jones & Templeton, a regional investment banking company
      (1967-1973); Treasurer and Director of Corporate Planning of Star-Kist Foods,
      Inc., a subsidiary of H.J. Heinz (1964-1967); and Controller of a financial
      corporation of Arizona where he served as the Chief Accounting Officer of a
      financial holding company. Mr. Turner served as director of Titan from until
      2001, the year in which we filed for bankruptcy.




ROBERT
      P.
      LOBBAN - CHIEF FINANCIAL OFFICER




Mr.
      Robert P. Lobban holds a Masters of Business Administration Degree (M.B.A.)
      from
      Harvard Graduate School of Business, which he obtained in 1981. Mr. Lobban
      earlier obtained a B.S. degree in Industrial Engineering from Northeastern
      University in 1977. From 1981 through 1982, he worked as a Controller with
      the
      Fiberloys Division of the Rogers Corporation. From 1982 to 1984 he was the
      Controller for the Flexible Interconnections Division of Rogers Corporation
      in
      Chandler, Arizona and was promoted to Administrative Manager with that division
      from 1984 through 1987. In 1995, he joined the George Group of Dallas, Texas
      as
      a Director and then Vice-President, where he was responsible for managing
      multiple client engagements in turnaround/major improvement situations. During
      1997 he became associated full-time with Titan and provided valuable service
      as
      its Chief Financial Officer until 2001, the year in which we filed for
      bankruptcy.




**Compliance
      with Section 16(a) of the Exchange Act**




We
      are
      not aware of any Section 16(a) filings made by any directors, executive officers
      and holders of more than 10% of our common stock during the fiscal year ended
      December 31, 2007.




**ITEM
      10.     EXECUTIVE COMPENSATION.**




As
      of
      December 31, 2007, we did not pay any compensation to our directors and officers
      for services performed in such capacities.




17




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




The
      following table sets forth information regarding persons known by us to
      beneficially own, as defined by Rule 13d-3 under the Securities Exchange
      Act of 1934, more than 5% of Common Stock as of December 31, 2007, based solely
      on information regarding such ownership available to the Company in filings
      by
      such beneficial owners with the SEC on Schedules 13D and 13G. The following
      table also sets forth information regarding beneficial ownership of Common
      Stock
      as of December 31, 2007, by the Directors and the Named Executive Officer and
      by
      the Directors and Named Executive Officer as a group.




Name
                and Address of Beneficial Owner (1)
            
            Shares
                Beneficially Owned (2)
            
            Percent
              of
                Class**Directors/Named
                Executive Officers:**Patricia
                Linson (President and Director)
            
            
            124,000
            
            
            51.13
            %**All
                Named Executive Officers and Directors as a group (5
                persons)**124,000
            
            
            51.13
            %





*  Less
      than
      1%





**ITEM
      12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE.**




On
      July
      22, 2005, we issued a note payable in the aggregate amount of $75,000 (the
      “Note”) to the Custodian of our company appointed by the bankruptcy court. The
      Note has an interest rate bearing 8% per annum and is due upon demand. The
      Custodian may, at his option, convert into our common stock any portion of
      the
      accrued interest and unpaid principle balance.




The
      proceeds from the Note is being used to fund our minimal operating expenses,
      including expenses incurred in connection with the preparation of this annual
      report and related financial statements.




**ITEM
      13.     EXHIBITS.**




The
      following documents are furnished as exhibits to this Form 10-KSB. Exhibits
      marked with an asterisk are filed herewith. The remainder of the exhibits
      previously have been filed with the Commission and are incorporated herein
      by
      reference.




**Exhibit**
              **No.**
            **Description**3.1
            Restated
                Articles of Incorporation of Titan (incorporated by reference from
                Form
                10-SB (Film No. 98648988) filed by Titan with the Commission on June
                16,
                1998).3.2
            By-Laws
                of Titan as amended and restated on September 10, 1999 (incorporated
                by
                reference to Exhibit 3 to the Company’s Current Report on Form 8-K filed
                October 1, 1999).4.1
            Specimen
                of Common Stock Certificate (incorporated by reference from Form
                10-SB
                (Film No. 98648988) filed by Titan with the Commission on June 16,
                1998).4.2
            Certificate
                of Designations of the Series A Convertible Preferred Stock (incorporated
                by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
                filed October 1, 1999).4.3
            Warrant
                issued to Advantage Fund II Ltd., dated September 17, 1999 (incorporated
                by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K
                filed October 1, 1999).4.4
            Warrant
                issued to Koch Investment Group Limited, dated September 17, 1999
                (incorporated by reference to Exhibit 4.3 to the Company’s Current Report
                on Form 8-K filed October 1, 1999).




18


**Exhibit**
                **No.**
              **Description**


4.5
            Warrant
                issued to Reedland Capital Partners, dated September 17, 1999
                (incorporated by reference to Exhibit 4.4 to the Company’s Form S-3
                Registration Statement filed on October 15, 1999).4.6
            Warrant
                issued to Mr. Richard Cohn, dated September 17, 1999 (incorporated
                by
                reference to Exhibit 4.5 to the Company’s Form S-3 Registration Statement
                filed on October 15, 1999).4.7
            Warrant
                issued to Intellect Capital Corp., dated September 17, 1999 (incorporated
                by reference to Exhibit 4.6 to the Company’s Form S-3 Registration
                Statement filed on October 15, 1999).4.8
            Registration
                Rights Agreement with Advantage Fund II Ltd., dated September 15,
                1999
                (incorporated by reference to Exhibit 4.5 to the Company’s Current Report
                on Form 8-K filed October 1, 1999).4.9
            Registration
                Rights Agreement with Koch Investment Group Limited, dated September
                15,
                1999 (incorporated by reference to Exhibit 4.6 to the Company’s Current
                Report on Form 8-K filed October 1, 1999).4.10
            Certificate
                of Designations of the Series B Convertible Preferred Stock (incorporated
                by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
                filed March 24, 2000).4.11
            Warrant
                issued to Advantage Fund II Ltd., dated March 9, 2000 (incorporated
                by
                reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
                March 24, 2000).4.12
            Warrant
                issued to Koch Investment Group Limited, dated March 9, 2000 (incorporated
                by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K
                filed March 24, 2000).4.13
            Warrant
                issued to Reedland Capital Partners, dated March 9, 2000 (incorporated
                by
                reference to Exhibit 4.4 to the Company’s Form S-3 Registration Statement
                filed on March 24, 2000).4.14
            Registration
                Rights Agreement with Advantage Fund II Ltd., dated March 7, 2000
                (incorporated by reference to Exhibit 4.5 to the Company’s Current Report
                on Form 8-K filed March 24, 2000).4.15
            Registration
                Rights Agreement with Koch Investment Group Limited, dated March
                7, 2000
                (incorporated by reference to Exhibit 4.6 to the Company’s Current Report
                on Form 8-K filed March 24, 2000).10.1
            Subscription
                Agreement with Advantage Fund II Ltd., dated as of September 15,
                1999
                (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
                on Form 8-K filed October 1, 1999).10.2
            Subscription
                Agreement with Koch Investment Group Limited, dated as of September
                15,
                1999 (incorporated by reference to Exhibit 10.1 to the Company’s Current
                Report on Form 8-K filed October 1, 1999).10.3
            Modification
                and Partial Payment Agreement with Oxford International Management
                dated
                April 13, 2000.10.4
            Subscription
                Agreement with Advantage Fund II Ltd., dated as of March 7, 2000
                (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
                on Form 8-K filed March 24, 2000).10.5
            Subscription
                Agreement with Koch Investment Group Limited, dated as of March 7,
                2000
                (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
                on Form 8-K filed March 24, 2000).10.6
            1997
                Stock Option and Incentive Plan of Titan (Incorporated by reference
                from
                Form 10-SB (Film No. 98648988) filed by Titan with the Commission
                on June
                16, 1998).11
            Statement
                regarding computation of per share earnings.16
            Letter
                on change in certifying accountant.24
            Powers
                of Attorney.27
            Financial
                Data Schedule.




19




**ITEM
      14.** **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**




**Audit
      Fees**




We
      paid
      Gruber & Company, LLC during fiscal year 2007 an aggregate of $15,500 for
      professional services for the audit of our financial statements and the review
      of financial statements included in this Annual Report.




**Audit-Related
      Fees**




**** Gruber
      & Company, LLC was not paid any fees for, audit-related services in the
      fiscal years ended December 31, 2007 and 2006.




**Tax
      Fees**




**** Gruber
      & Company, LLC did not provide, and did not bill and was not paid any fees
      for, tax compliance, tax advice, and tax planning services for the fiscal years
      ended December 31, 2007 and December 31, 2006.




**All
      Other Fees**




**** Gruber
      & Company, LLC did not provide, and did not bill and were not paid any fees
      for, any other services in the fiscal years ended December 31, 2007 and
      2006.


****


20


SIGNATURES




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


FERIS
                  INTERNATIONAL, INC.By:
              /s/
                  Patricia LinsonPatricia
                  LinsonPresident
 
  In
        accordance with the Securities Exchange Act of 1934, this report has been
        signed
        below by the following persons on behalf of the registrant in the capacities
        and
        on the dates indicated.
  Signature
              
              Title
              
              Date/s/
                  PATRICIA LINSON
              
              President
                  (Principal Executive Officer
              
              February
                  21, 2007PATRICIA
                LINSON
              
              and
                Principal Financial Officer) and Director




21