**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-K**





(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**





o 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:
            **000-52154**




**Stock-Trak
                Group, Inc.**(Exact
                Name of Registrant as Specified in Its
                Charter)




**Nevada**
            
            **98-0338100**(State
                or Other Jurisdiction
              of
                Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)**3500
                De Maisonneuve West**
              **2
                Place Alexis Nihon Suite 1650**
              **Montreal,
                Quebec, Canada**
            
            **H3Z
                3C1**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




**(514)
                871-2222**(Issuer’s
                Telephone Number, Including Area Code)Securities
              registered under Section 12(b) of the Exchange Act:


Name
                  of Each ExchangeTitle
                  of Each Class
              
              On
                  Which Registered**None**
              
              **N/A**





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





**Common
                Stock, $.001 par value per share**(Title
                of Class)









Indicate
      by check mark whether the registrant is a well-known seasoned issuer, as defined
      in Rule 405 of the Securities Act.


Yes
o
      No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act.


Yes o
      No x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes x
      No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not 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-K or any amendment to
      this
      Form 10-K. o





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





Large
      Accelerated Filer o    Accelerated Filer o





Non-Accelerated
      Filer o  Smaller
      reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
o
      No x





The
      aggregate market value of the voting common equity held by non-affiliates of
      the
      registrant on June 30, 2007 (the last business day of the registrant’s most
      recently completed second fiscal quarter) based on the last sales price of
      the
      registrant’s common stock as reported on the OTCBB was $39,571,799.





As
      of
      March 25, 2008, 69,952,749 shares of the registrant’s common stock were
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.










**TABLE
      OF CONTENTS**


**Page****PART
                  I**Item
                  1.
              
              Business.
              
              1Item
                  1A.
              
              Risk
                  Factors.
              
              12Item
                  2.
              
              Properties.
              
              20Item
                  3.
              
              Legal
                  Proceedings.
              
              21Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders.
              
              21**PART
                  II**Item
                  5.
              
              Market
                  For Registrant’s Common Equity, Related Stockholder Matters and Issuer
                  Purchases of Equity Securities.
              
              21Item
                  7.
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of Operations.
              
              23Item
                  8.
              
              Financial
                  Statements and Supplementary Data.
              
              35Item
                  9.
              
              Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure.
              
              35Item
                9A(T)
              
              Controls
                  and Procedures.
              
              35Item
                  9B.
              
              Other
                  Information.
              
              36**PART
                  III**Item
                  10.
              
              Directors,
                  Executive Officers and Corporate Governance.
              
              36Item
                  11.
              
              Executive
                  Compensation.
              
              41Item
                  12.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              
              47Item
                  13.
              
              Certain
                  Relationships and Related Transactions, and Director Independence.
              
              54Item
                  14.
              
              Principal
                  Accounting Fees and Services.
              
              55**PART
                  IV**Item
                  15.
              
              Exhibits,
                  Financial Statement Schedules.
              
              56Index
                  to Financial Statements.
              
              F-1





i




**DISCLOSURE
      REGARDING FORWARD-LOOKING STATEMENTS**





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. All statements other than statements of
      historical facts included or incorporated by reference in this report,
      including, without limitation, statements regarding our future financial
      position, business strategy, budgets, projected revenues, projected costs and
      plans and objective of management for future operations, are forward-looking
      statements. Forward-looking statements generally can be identified by the use
      of
      forward-looking terminology such as “may,” “will,” “expect,” “intend,”
“project,” “estimate,” “anticipate,” or “believe” or the negative thereof or any
      variation thereon or similar terminology.





Such
      forward-looking statements are made based on management's beliefs, as well
      as
      assumptions made by, and information currently available to, management pursuant
      to the “safe-harbor” provisions of the Private Securities Litigation Reform Act
      of 1995. Although we believe that the expectations reflected in such
      forward-looking statements are reasonable, we can give no assurance that such
      expectations will prove to have been correct. Such statements are not guarantees
      of future performance or events and are subject to known and unknown risks
      and
      uncertainties that could cause the Company's actual results, events or financial
      positions to differ materially from those included within the forward-looking
      statements. Important factors that could cause actual results to differ
      materially from our expectations include, but are not limited to, the
      availability of capital resources, our limited operating history, our ability
      to
      execute our business plan, our ability to attract and retain customers and
      qualified technical, selling and marketing and managerial personnel, customer
      acceptance and satisfaction with our event marketing services and stock market
      simulation services, changes in applicable laws and regulations, changes in
      the
      securities or capital markets, statements of assumption underlying any of the
      foregoing, and other factors disclosed under the caption “ **Risk
      Factors** ”
in
      Item
      1A below and **“Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations”** in Item
      7 below.





All
      subsequent written and oral forward-looking statements attributable to us,
      or
      persons acting on our behalf, are expressly qualified in their entirety by
      these
      cautionary statements. Readers are cautioned not to place undue reliance on
      these forward-looking statements, which speak only as of the date made. Except
      as required by law, we undertake no obligation to disclose any revision to
      these
      forward-looking statements to reflect events or circumstances after the date
      made.





**Item
              1.**
            **Business.**




Unless
      otherwise indicated or the context otherwise requires, all references to
“Stock-Trak Group,” the “Company,” “we,” “us” or “our” and similar terms refer
      to Stock-Trak Group, Inc. (formerly Neutron Enterprises, Inc.) and our
      subsidiaries.




1




**Development**





We
      were
      incorporated on December 28, 2000 under the laws of the State of Nevada to
      operate an online web-based heavy equipment marketing company. The business
      plan
      was unsuccessful due to the competitive nature of the industry and a commercial
      downturn in use of the internet for the purchase of costly heavy equipment.





On
      December 15, 2004, we acquired certain assets of The DVT Group and Elumalite
      Technologies, which together with our business development activities,
      transitioned us into an operating company. In January 2005, we acquired certain
      assets of Sharp Marketing & Associates Ltd. for consideration of 500,000
      exchangeable shares of one of the Company’s wholly-owned subsidiaries, Neutron
      Media Inc. and a cash payment of $100,000. These assets provided us with a
      platform to display and sell advertising on fixed and mobile screens, a business
      that we currently operate as our event marketing segment.




During
      the third quarter of 2006, our new management team completed its initial
      evaluation of our business, assets, prospects and opportunities. As a result
      of
      this evaluation, we decided to sell certain assets, continue the operation
      and
      expansion of our event marketing segment, and pursue a new business opportunity
      by developing and marketing skill-based stock market simulation contests
      distributed via the internet. In furtherance of this plan, we sold the assets
      related to our signage business to a company owned by Michael Singh, who
      formerly served as the director of global sales of our Neutron Media Inc.
      (formerly DSBN) subsidiary. Under the terms of the agreement, we received a
      lump
      sum payment of $725,000, less legal fees of $19,000, are entitled to receive
      ongoing royalties based on sales by the signage business for a term of eight
      years, have the right to participate in future sales of digital signs identified
      by the buyer, and Mr. Singh and other members of the signage sales group
      resigned as employees of the Company. The assets sold included our inventory
      of
      signs, the assumption of the existing warranty on products sold, and a $450,000
      note issued in connection with a loan we made to a Chinese factory. The proceeds
      of the sale were used in part to repay part of our obligations to Geneva Capital
      Trust under a March 30, 2006 secured note.




On
      January 3, 2007, we acquired Stock-Trak, Inc. (“Stock-Trak”), an Atlanta,
      Georgia based provider of stock market simulation software and services to
      the
      education and corporate markets, in consideration of 647,249 shares of common
      stock and a cash payment of $1,928,476. The primary assets of Stock-Trak consist
      of trade receivables, goodwill, technology, trade names and customer
      relationships.




Effective
      January 25, 2008, we changed our name from Neutron Enterprises, Inc. to
      Stock-Trak Group, Inc.




**Overview**





We
      currently operate in two distinct segments: (i) event marketing; and (ii) stock
      market simulation services for the educational, corporate and consumer markets.
      Leveraging our existing stock market simulation platform and the experience
      of
      our management team, we have developed and are promoting online skill-based
      stock market simulation contests.




2




Event
      Marketing .
      Our
      event marketing segment is operated by our wholly-owned subsidiary, Neutron
      Media Inc. (“Neutron Media”). This segment generates revenue through
      advertising, marketing and brand messaging sales at premium locations and
      special events throughout the United States of America. The event marketing
      segment leverages strategic partner relationships with organizers of high
      profile events to offer advertisers branding opportunities via permanent or
      event driven installations. Outdoor digital signage solutions empower the
      advertiser with the ability to enrich the customer experience, build brand
      awareness and loyalty, and drive bottom-line results. Advertisers benefit from
      the ability to place their ads on giant light emitting diode (LED) screens
      positioned in high traffic venues targeting millions of consumers where and
      when
      they make their purchase decisions and brand choices.




Stock
      Market Simulation Services and Contests .
      Our
      stock market simulation services segment is operated by our wholly-owned
      subsidiaries, Stock-Trak and Neutron Media (through its Wall Street Survivor
      division).




We
      are an
      Internet-based, comprehensive stock market simulation software and services
      company with offices in Atlanta, Georgia and Montreal, Quebec, Canada, serving
      the educational, corporate and consumer markets. We provide stock market
      simulations that allow our users to practice trading all types of securities,
      including stocks, options, futures, mutual funds, bonds and more. Originally
      conceived by Stock-Trak in 1990 as an educational tool for college students
      taking business and finance classes, the business grew to also offer branded
      stock market simulation solutions for corporate and educational organizations
      interested in offering stock market simulations to their customers, employees
      and students.




During
      the fourth quarter of 2006, we announced our intention to develop and promote
      online, direct-to-customer, skill-based stock market simulation contests. Wall
      Street Survivor, a division of Neutron Media, operates this business. We have
      developed and are promoting a sophisticated, comprehensive, community oriented,
      interactive, prize-based multiplayer financial web portal to: (i) serve as
      a
      source of financial information and tools for investors; (ii) conduct stock
      market performance contests in which participants compete in real-time for
      cash
      and other prizes; and (iii) serve as a destination for providers of financial
      and other services to market their services to users of our website. During
      2007, we generated advertising revenues from Wall Street Survivor. Going
      forward, we expect to generate revenue from sponsorships, advertising and sales
      of premium content. In pursuit of this model, we acquired Stock-Trak and have
      developed what we believe is the most advanced and comprehensive stock market
      simulation software currently available.




On
      April
      23, 2007, we launched the alpha version of our “Wall Street Survivor” stock
      market simulation competition, which ran from April 23, 2007 to May 31, 2007.
      Contestants competed to win $10,000 in cash and prizes and were offered
“Survivor Loyalty Points” redeemable for prizes by providing us with comments
      and feedback on all aspects of our site and completing our surveys.  66%
      of
      registered users became active players, despite very limited marketing and
      prize
      money. The average user spent approximately 10 minutes on the site, with more
      than 81% of the visitors returning. The wallstreetsurvivor.com web site was
      available more than 99.9% of the time, suggesting a robust
      platform.




3




On
      June
      4, 2007 we launched the beta version of our “Wall Street Survivor” stock market
      simulation competition, which ran from June 4, 2007 until July 27, 2007. The
      prize pool was increased from the $10,000 prize pool offered in the alpha launch
      to $25,000. In addition, the “Survivor Loyalty Points” program was slightly
      adjusted to offer additional points to anyone who referred a friend to our
      competition. Despite very limited marketing, we experienced significant
      increases in participation, number of visitors, page views and time spent on
      the
      site. As a result of the significant increase in traffic, on September 6, 2007
      we announced that our Alexa ranking, over the past three months, increased
      by
      approximately 137,000 places, with our three month average ranking coming in
      at
      92,687. The wallstreetsurvivor.com web site was ranked in the top 68,000 web
      sites by Alexa during the week prior to the announcement. Total contest
      participants increased by 407%, resulting in 12,547 participants. The total
      number of trades executed increased 169%, indicating a high level of
      participation. The total number of visitors to the contest site increased to
      approximately 187,000, up more than 25-fold from the previous contest. The
      total
      number of page views rose by 461% to more than 1.8 million. Minutes per user
      visit spent on the site increased by 12% to an average 13.47 minutes.




On
      August
      1, 2007, we launched the third installment of our “Wall Street Survivor” stock
      market simulation competition, which ran from August 1, 2007 to September 28,
      2007 and offered another $25,000 in cash and prizes. On October 3, 2007, we
      announced that this contest attracted 22,223 participants which generated 17,500
      active players, representing a 68% increase from the previous competition
      completed in July 2007. In addition to strong participation, the number of
      trades completed increased 135%, demonstrating a high activity rate by
      contestants. The number of page views more than doubled compared to the previous
      competition. Despite very limited marketing, the number of unique visits
      increased 52% to 352,734.




We
      launched our fourth installment of our “Wall Street Survivor” stock market
      simulation competition on October 1, 2007. This competition ran through December
      14, 2007, offered another $25,000 in cash and prizes, and generated in excess
      of
      25,000 active players, representing a 45% increase from the previous competition
      completed in September. In addition to strong participation, the number of
      trades completed increased by 170%, demonstrating a high activity rate by
      players. The number of page views more than doubled compared to the previous
      competition.





The
      fifth
      installment of our “Wall Street Survivor” stock market simulation contest was
      launched January 2, 2008 and runs until April 25, 2008. We have increased our
      prize pool for this competition to $50,000, including $28,000 in luxury train
      trips to be awarded to the “Best Overall Trader” and “Best Overall Investor”, as
      further defined in our contest portal.





Throughout
      September and October 2007, we announced various contracts with major
      corporations in the securities and financial-related industries, including
      Scotia McLeod and eFinancialCareers.com whereby we were contracted to provide
      branded stock market simulation sites as further described under “Principal
      Products and Services” below. In addition, we announced a promotional and
      licensing agreement with The Motley Fool, Inc. (“TMF”) whereby TMF promoted our
      stock market simulation contests through its web site and alerts to its
      subscribers. In consideration thereto, the Company integrated TMF content onto
      our web sites.




4




Recently,
      Credential Direct, a division of Credential Securities Inc, agreed to act as
      a
      prime sponsor for a project in partnership with Canwest and The National Post.
      This will be a nationally marketed stock market simulation contest, heavily
      promoted in the National Post, Global TV and all their local daily newspapers.
      This tournament is expected to launch in the third quarter of 2008.




**Principal
      Products and Services**





The
      following describes the principal services offered by our event marketing
      segment:





Out-of-Home
      and LED “Super Screen” Event Marketing .
      We
      provide advertising, marketing and brand messaging sales on innovative fixed
      and
      mobile LED screens and custom content for outdoor, broadcast quality messages
      at
      major events and high traffic areas including the CBS Screen in Times Square,
      New York, the CVS Pharmacy’s Superscreen on Las Vegas Blvd., the Fort Lauderdale
      Air & Sea Show, the Los Angeles County Fair, and the Detroit Auto Show,
      among others.





The
      following describes the principal products and services that we currently offer
      through the stock market simulation segment of our business:




Stock
      Market Simulation Services for Students and Individuals .
      We
      provide stock market simulations that allow users to practice trading all types
      of securities, including stocks, bonds, mutual funds, futures, spots, options,
      future options and international stocks for educational and other purposes.
      Our
      simulations allow college professors, students and individual investors to
      practice trading for educational and other purposes. They also provide
      educational resources, links to top investment sites, newsletters, and tutorials
      to help students and interested individuals learn about the stock market and
      to
      develop or improve their trading skills. Fees charged to users for use of the
      simulations vary based on parameters including the length of the trading period
      and any requested additional customization requested by the users.




Branded
      Stock Market Simulation Sites .
      As a
      leader in developing stock market simulations, we also build branded stock
      market trading simulations for financial institutions, universities and high
      schools, media companies and other corporate customers engaged in
      financial-related industries. Institutions can train employees, provide clients
      with opportunities to test trading strategies, create further interest in
      investing, or use the trading platform for customer retention and promotion.
      These branded sites are designed to help improve the performance of employees,
      students and novice traders. We now run in excess of 50 branded stock simulation
      sites for our customers. Revenue earned from such services are related to both
      the development of the site and access to and maintenance of the site over
      the
      agreed upon term.




5




Wall
      Street Survivor .
      Wall
      Street Survivor offers online stock market simulation contests in a highly
      realistic, comprehensive, interactive, community-oriented, real-time stock
      trading environment. Members manage their own fantasy portfolio and execute
      trades in ‘real-time’, risk free, while competing with our community of
      investors and traders for cash and other prizes. Our “permanent portfolio”
feature allows members to continue to manage their portfolio on an ongoing
      basis. Wall Street Survivor aims to help traders and investors of all levels
      master the market by executing trades in real-time and taking charge of their
      financial future by sharpening their investment skills and strategies while
      competing in highly entertaining contests. Our collaborative social networking
      platform offers members the opportunity to exchange valuable ideas and
      strategies with an extensive and dynamic community of financial traders,
      investors, peers and friends. Wall Street Survivor also provides
      its members with access to a comprehensive research center, where they can
      select and review a vast array of market data, charts, earnings calendar, a
      watchlist, as well as news and other research tools designed to broaden their
      market knowledge and confidence and allow them to make informed trading and
      investment decisions in a risk-free environment. In
      2007,
      we earned revenues from advertising on our Wall Street Survivor site. Going
      forward, we expect to generate revenues through advertising, sponsorships and
      sales of premium content.




**Strategy**





Our
      strategy is to continue to sustain and expand our position as a provider of
      unique event marketing advertising services and to execute a strategy to both
      grow our stock market simulation services to the corporate and educational
      markets and to further monetize our Wall Street Survivor contest portal. We
      intend to become a leading global provider of web-based, interactive consumer
      entertainment, business and educational stock market simulation products through
      proprietary development and licensing.





Key
      elements of our strategy are as follows:





Organization .





*General.* During
      the third quarter of 2006, we sold the assets related to the signage business
      and focused our efforts on the event marketing and stock market simulation
      segments. In connection with the sale, all employees involved primarily in
      the
      signage business resigned.





On
      June
      26, 2006, we retained new management to lead our redirected strategies.
      Specifically, we retained Rory Olson, Mitchell Rosen and Mark Wolinsky to serve
      as our Chief Executive Officer, Executive Vice President and Chief Operating
      Officer, respectively. Effective April 30, 2007, Mitchell Rosen was also
      appointed Chief Financial Officer. Each member of our management team has
      substantial experience in managing growth-oriented companies. In connection
      with
      our acquisition of Stock-Trak, we retained Mark Brookshire, the founder of
      Stock-Trak. Mr. Brookshire initially served as President of Stock-Trak and
      now
      serves as Vice President of Sales, Branded Simulations and Education. We believe
      his continued involvement will not only help ensure the success of this
      division, but his experience and expertise in the stock simulation market will
      be instrumental in the further growth, development and distribution of Wall
      Street Survivor.





6




*Stock
      Market Simulation Services* .
      Throughout 2007, we continued to hire a number of employees, notably in the
      software development, technology, marketing and finance and administration
      departments to support our growth in our stock market simulation segment. We
      continue to integrate the operations serving the corporate and educational
      market, previously managed solely by Stock-Trak, with the operations serving
      the
      consumer market through Wall Street Survivor in an effort to reduce redundancies
      and inefficiencies. Our strategy is to establish and maintain an experienced,
      innovative and knowledgeable team of employees to support our growing operations
      while also focusing on cost control. We have recently negotiated salary
      reductions with our executives and certain senior managers in an effort to
      further reduce costs.





*Event
      Marketing.* In our
      event marketing segment, we continually monitor both the size of our sales
      force
      and any related commission or bonus packages in an effort to motivate our sales
      force with a view to increasing both sales and profitability. We pay our sales
      force primarily by way of commission and bonuses. Accordingly, we expect that
      any increase in commission or bonus expense will be offset by a related increase
      in revenues.





Management
      Process .
      Throughout 2007, we continued to refine our management process. This process
      provides executive review of each project at all critical phases. The goal
      is to
      ensure that our services are competitive in terms of both pricing and quality
      and are in line with our goals and objectives. With respect to the continued
      promotion and development of Wall Street Survivor, executive review at each
      key
      phase of the development, enhancement and testing processes are performed to
      ensure a quality portal and to minimize unforeseen delays or costs. Executives
      are also actively involved in the daily operations and strategic business
      decisions throughout all of our operating segments. Throughout 2007, we refined
      our budgeting processes and continued to focus on controlling overhead and
      expenses through the setting of corporate policies and continuous executive
      scrutiny and review of expenses.




Business
      Relationships .





*Event
      Marketing.* In the
      event marketing division, we currently maintain well-established relationships
      with advertisers and organizers of major events.





*Stock
      Market Simulation Services* .
      In our
      stock market simulation segment, we maintain relationships with high schools,
      colleges and universities and well-established corporations and financial
      institutions such as Options Xpress, E-Trade, Canwest Global Communications
      Corp. and Scotiabank. We also maintain relationships with key partners such
      as
      McGraw-Hill Publishers who include Stock-Trak coupons or word problems in many
      of their investment textbooks, ComStock and Thomson Financial LLC, leading
      internet content and data providers who provide quote and other financial
      information on our web pages, as well as The American Stock Exchange, NYSE
      Market Inc., Quote Media and The Wall Street Journal.





**Selling
      and Marketing**





*Event
      Marketing* .
      We
      market and sell our event marketing services through our direct sales force
      and
      administrative offices based in Mississauga, Ontario, Canada. Our sales and
      marketing strategy is to secure orders for our services by direct sales using
      an
      established channel of existing relationships with advertisers and organizers
      of
      high profile events in the United States of America. We focus on selling
      advertising space in venues located in high traffic areas such as the CBS screen
      in Times Square, New York. We also keep current on corporate America’s
      advertising tactics and culture, new product launches, mergers and acquisitions,
      and new product development. We also monitor select corporate press releases
      to
      identify potential new customers or opportunities.





7




*Stock
      Market Simulation Services.* Through
      our stock market simulation segment, we serve the corporate, educational and
      consumer markets. Our target market in the educational sector includes high
      schools, colleges and universities worldwide. Our target market for the
      corporate sector includes financial institutions, Fortune 500 companies,
      publishers, media companies and corporations in the financial-related sector.





Wall
      Street Survivor is targeted to the consumer market, including stock market
      enthusiasts and others with an interest in on-line social networking communities
      and skill-based contests. The site is designed to serve everyone from novice
      to
      seasoned traders and investors. We use various advertising mediums such as
      Google, Yahoo and MSN to create awareness of our site and to attract both users
      and advertisers. We have also partnered with Giant Step Advantage and Tribal
      Fusion and The National Post/Canwest Global Communications Corp. to further
      attract users and advertisers to increase revenue and
      profitability.





**Competition**





*General.* Some of
      our current and potential competitors in the event marketing and stock market
      simulation businesses have longer operating histories and significantly greater
      financial, technical, marketing, administrative and other resources than we
      do.
      They may have significantly greater name recognition, established marketing
      relationships and access to a larger installed base of customers. In addition,
      current and potential competitors have established or may establish cooperative
      relationships among themselves or with third parties to design customized
      products and services to better address customer needs. Accordingly, new
      competitors or alliances among competitors may emerge and rapidly acquire
      significant market share. Increased competition may result in price reductions,
      reduced gross margins and loss of market share, any of which could have a
      material adverse affect on our business, financial condition and results of
      operations.





*Event
      Marketing.* Typically, in the event marketing segment, we face numerous competitors. We
      identify our competition to be anyone that provides any source of advertising
      mediums, whether it be through television, radio, newspaper or billboards.
      Although other companies do offer advertising on outdoor LED screens, since
      we
      focus solely on this type of advertisement, we have developed expertise in
      the
      area which we believe gives us a competitive advantage over less specialized
      competitors. Because we target advertising space in high traffic areas, we
      are
      able to provide customers with what we believe to be a cost-effective means
      of
      advertising in comparison to other advertising mediums, such as television,
      radio and newspaper. Many of our current and potential competitors are focused
      on designing and implementing innovative new methods of display signage. It
      is
      possible that alternate technologies and systems that would be directly
      competitive with our services have been developed but are unknown to us. Such
      products may also currently be in development, and may be developed by others
      in
      the future.





8




We
      believe we compete primarily on the quality and location of the screens we
      provide, our ability to sell and produce effective advertising messages, the
      ability to meet customer needs to differentiate their products, and our strong
      relationships with event organizers which enable us to secure recurring
      contracts at high-profile events and screens year after year.





*Stock
      Market Simulation Contests.* With
      respect to Wall Street Survivor, we have identified competitors that include
      Yalicoo Virtual Trading, Bull Bearings, Virtual Trader.co.uk, Wall Street
      Challenge, Virtual Stock Exchange from Marketwatch, Fantasy Stock Market,
      Virtual Shares.Com and Investopedia Stock Simulator. Wall
      Street Survivor also competes with companies such as CNBC which hold online
      stock market simulation contests that, to date, have been held on a periodic
      basis and for a limited time frame with the primary goal of directing traffic
      to
      their web site.





The
      Wall
      Street Survivor business model is based on the monetization of our site. Our
      strategy is to exploit emerging revenue streams from an advertising network
      (running advertisements on our site’s real estate), as well as from sponsorships
      and sales of premium content. We believe that Wall Street Survivor’s reliable
      and robust platform combined with its ability to offer real-time trade
      executions, real-time streaming leaderboards, cash and other prizes, an
      integrated social networking platform and research center differentiate us
      from
      our competitors. Due to our
      experience in the stock market simulation business and the relationships we
      have
      established in this industry, we believe we have the expertise to deliver a
      premium quality web portal with extensive features to better meet the demands
      of
      investors, traders and novices interested in learning about the stock market.





*Stock
      Market Simulation Services for the Educational Market.* In
      the
      educational market there are several other stock market simulation providers
      that directly compete with us. Certain of these competitors, such as
      StocksQuest, Marketocracy and Young Money, offer a free, stocks only simulation.
      We believe these competing sites represent a limited competitive challenge
      because they offer unrealistic trading and reporting, lack the broad range
      of
      securities that we permit our participants to trade, and provide limited
      customer service to their users. We believe these competitors will not attract
      a
      large audience in the academic market.





Other
      competitors are fee-based, such as SMG, OTIS, and Bull Bearings, and follow
      a
      business model that is more similar to ours. However, these sites also lack
      the
      broad range of securities that we permit our participants to trade, generally
      charge higher fees than we do, and do not cater to the academic market. Although
      SMG poses a significant competitive challenge to us, particularly in the high
      school education market due to its alignment with the financial securities
      industry, it lacks many of the features that our high school sites offer.
      Several brokerage firms and exchanges in North America offer simulations to
      users that are planning to open real brokerage accounts. We do not believe
      these
      services compete with Stock-Trak’s core educational market.





*Branded
      Stock Market Simulation Services.* In the
      branded stock simulation market, we have benefited from a decrease in
      competition as several competitors have stopped offering branded simulations.
      We
      have also benefited from an overall increase in consumer demand for stock market
      education and an increase in advertising dollars that are being spent in the
      financial services area. These factors have resulted in an increase in business
      in 2007 which we believe will continue to be reflected in 2008.




9




**Seasonality**





*Event
      Marketing.* We have
      not experienced any significant seasonality trends to date in our event
      marketing segment, however, seasonality trends may occur in the future.





*Stock
      Market Simulation Services.* In
      the
      stock market simulation segment, the majority of our revenue is currently tied
      to the university, college and high school markets. As a result, a majority
      of
      the revenue is earned during the academic semesters from January to mid-May
      and
      then again from September to mid-December. We do not expect any seasonality
      in
      our stock market simulation contests.




**Environmental
      Matters**





We
      do not
      believe we are materially affected, nor do we expect to be materially affected,
      by the costs and effects of compliance with environmental laws.





**Intellectual
      Property Rights and Proprietary Information**





The
      development and exploitation of our intellectual property rights is a critical
      component of our continued business success. We currently rely upon internal
      security measures to ensure confidentiality, in addition to contractual
      provisions to protect components of our intellectual property portfolio. It
      is
      our general policy to enter into confidentiality agreements with our employees
      and consultants, and nondisclosure agreements with all other parties to whom
      we
      disclose confidential information. We have valid service marks in place for
      our
      Stock-Trak brand. “Stock-Trak” was registered in 1993, “SMS Stock Market
      Simulations” was registered in 2002, and “ Stock
      |
      Trak” **** was
      registered in 2007. In connection with our name change, we have also registered
      Stock-Trak Group. We have also received trademark registration for our Wall
      Street Survivor brand. In addition, we may apply for legal protection for
      certain of our other intellectual property in the future. However, we can
      provide no assurance that we will receive such legal protection or that, if
      received, such legal protection will be adequate to protect our intellectual
      property rights.





**Customers**





*Event
      Marketing.* **** The
      target customers of our event marketing segment are corporate advertisers as
      well as government agencies and not-for-profit organizations mainly in the
      United States of America with an interest in leasing advertising space on giant
      LED screens in high traffic venues. Our digital signage displays are
      cost-effective solutions for advertisers in need of communicating their brand
      in
      a way that reaches a wide audience at minimal cost.





10


*Stock
      Market Simulation Services for the Educational and Corporate
      Markets.* The
      target customers of our stock market simulation segment serving the educational
      and corporate markets are universities, high schools, individual investors,
      financial institutions, media companies, and corporations involved in
      financial-related industries. Our current customers in the educational market
      include over 900 college and university professors, over 50,000 college and
      university students each year, and over 100,000 high school students each year.
      Stock-Trak also currently serves 80% of the top business schools in the United
      States. The corporate market includes financial institutions, universities,
      brokerage sites and online media properties. We have built customized stock
      trading simulation platforms for over 50 corporations involved in the financial
      and education industries. As part of our strategy to expand our sales globally
      and through our partnerships with global publishing partners, we intend to
      serve
      the market of top business schools and corporations involved in
      financial-related industries worldwide.





*Stock
      Market Simulation Contests.* Our
      stock market simulation contests are targeted at stock market enthusiasts and
      others with an interest in on-line social networking communities and skill-based
      contests. **** Addressable
      market includes active traders, stock brokers, day traders, employees within
      the
      financial services sector, students, owners of individual and corporate
      retirement plans, investors at large, and more generally anyone with a general
      interest in the stock market.





**Research
      and Development**





We
      have
      invested significant time and resources in developing the web portal used for
      our stock market simulation contests. Development costs consist of labor costs
      and consulting fees for employees and consultants directly involved with the
      development of our Wall Street Survivor portal and have been capitalized in
      our
      financial statements until the development stage has been completed. Such
      capitalized costs amount to approximately $812,000 and $177,000 as at December
      31, 2007 and 2006, respectively.





**Regulatory
      and Legislative Issues**





We
      are
      subject to a variety of laws and regulations applicable to companies engaged
      in
      skill-based contests. In addition, various federal and state civil and criminal
      laws prohibit internet-based gambling. Because the nature of our services is
      relatively new and is rapidly evolving, we may not be able to accurately predict
      which regulations will be applied to our business and we may become subject
      to
      new or amended regulations.





On
      October 13, 2006, the Unlawful Internet Gambling Enforcement Act of 2006 became
      effective. This law prohibits financial institutions from transferring funds
      which could be utilized in connection with, or to facilitate, unlawful internet
      gambling and imposes civil and criminal penalties on persons that engage in
      the
      business of internet betting or wagering. Certain online games and fantasy
      sports are explicitly excluded from the definition of Internet gambling. The
      United States Department of Treasury and the Federal Reserve Board issued
      proposed regulations under the new law on October 1, 2007. As of the date of
      this report, final regulations have not been released. Although, based on legal
      research conducted, we do not believe the law applies to our operation of
      skill-based stock market simulation contests, future regulations, judicial
      interpretations or legislation could apply to our business.




11




In
      addition to federal law, all states have statutory and regulatory prohibitions
      on illegal gambling. These laws are generally focused on prohibiting betting
      on
      games of chance or the outcome of sporting events. Certain states prohibit,
      restrict or regulate contests, particularly with respect to payment of entry
      fees and the size and source of prizes to participants in such contests, and
      certain other states require registration of contests. Since our stock market
      simulation contests are skill-based activities, we believe that, based on legal
      research conducted, most state laws and regulations are inapplicable to our
      current operations.





Based
      on
      legal research conducted, we believe we are currently in compliance with all
      applicable state and federal laws and regulations related to our business.
      We
      continually monitor our activity and changes in such laws in order to ensure,
      to
      the best extent possible, that we remain in compliance with such laws. State
      and
      federal regulation of internet-based activity, including online gaming, is
      evolving and there can be no assurance that future legislation, regulation,
      judicial decisions, US Attorney, or state attorney general actions will not
      restrict or prohibit activities such as our stock market simulation contests.
      Such regulation would have a material adverse effect on our business and
      operations.





**Employees**





As
      of the
      date of this report, we have 34 employees, three employees directly serve our
      event marketing segment, five serve both our stock market simulation and event
      marketing segments, and the remainder serve principally our stock market
      simulation segment. Our employees are comprised of three executive officers,
      three senior managers, five employees involved in marketing, sales and business
      development, twelve involved in technology and operations, seven involved in
      customer service and support and four involved in finance, general and
      administrative. We also use outside consultants from time to time on an as
      needed basis for various services in our stock market simulation segment. In
      our
      event marketing segment, we also use independent contractors, particularly
      for
      sales. None of our employees are represented by a labor union, and we have
      never
      experienced a work stoppage. We believe that our relations with our employees
      are good. ****





**Item
              1A.**
            **Risk
                Factors.**





An
      investment in our company involves a high degree of risk. You should carefully
      consider the following risk factors in addition to other information in this
      report before purchasing our securities. The risks and uncertainties described
      below are those that we currently deem to be material and that we believe are
      specific to our company, our industry and our stock. In addition to these risks,
      our business may be subject to risks currently unknown to us. If any of these
      or
      other risks actually occurs, our business may be adversely affected, the trading
      price of our common stock may decline, and you may lose all or part of your
      investment.




12




**Risks
      Associated With Our Business**





***We
      have a history of losses, have yet to begin generating positive cash flows
      from
      operations and our auditors have raised substantial doubt about our ability
      to
      continue as a going concern.*** We
      have
      experienced net losses in each fiscal quarter since our inception and as of
      December 31, 2007, had an accumulated deficit of $52.54 million. We incurred
      net
      losses to common shareholders of approximately $15.39 million during the year
      ended December 31, 2007 and approximately $9.16 million during the year ended
      December 31, 2006. As a result of these conditions, the report of our
      independent accountants issued in connection with the audit of our financial
      statements as of and for our fiscal year ended December 31, 2007 contained
      a
      qualification raising a substantial doubt about our ability to continue as
      a
      going concern. While we expect that our cash flows from operations will improve
      during 2008 and our net losses from operations will decrease during the next
      six
      months, we can provide no assurance that these expectations will be met. As
      a
      result, we may continue to generate losses and negative cash flows from
      operations for the foreseeable future.




***In
      order to execute our business plan or cover expenses in connection with
      unforeseen events, we will need to raise additional capital or renegotiate
      existing financing which may not be available on terms acceptable to us, if
      at
      all.*** We
      currently have a secured convertible note payable with a principal balance
      of
      $2.1 million which, in addition to accrued interest, will become due in
      September 2008. In order to execute our current business plan and support future
      growth, we will need to raise additional capital or renegotiate our existing
      financing facilities.  T he
      amount
      of funding required will be determined by many factors, some of which are beyond
      our control, and we may require such funds sooner than currently anticipated
      or
      to cover unforeseen expenses. As
      a
      result, we will need to raise additional funds or renegotiate existing financing
      facilities during the next 12 months. W e
      expect
      that any such funding would be raised through sales of our debt or equity
      securities. When raising additional funding, general market conditions or the
      then-current market price of our common stock may not support capital raising
      transactions. We
      have
      not made arrangements to obtain additional financing and we can provide no
      assurance that additional financing will be available in an amount or on terms
      acceptable to us, if at all. If we cannot raise funds when they are needed
      or if
      such funds cannot be obtained on acceptable terms, we may not be able to (a)
      pay
      our costs and expenses as they are incurred (b) create or manage new stock
      market simulation contests (c) execute our business plan (d) take advantage
      of
      future opportunities or (e) respond to competitive pressures or unanticipated
      requirements or in the extreme case, liquidate the Company. This may seriously
      harm our business, financial condition and results of operations. ****





***We
      are an early stage company with an unproven business model which makes it
      difficult to evaluate our current business and future prospects.*** We
      are an
      early stage company introducing new services and technologies. We entered the
      event marketing industry in 2005. Prior to that time, we engaged in relatively
      limited operations due to our lack of available capital. In our stock market
      simulation segment, although Stock-Trak has over 18 years of experience in
      the
      industry, our stock market simulation contests, operating under Wall Street
      Survivor, only first launched in April 2007. Accordingly, we have only a limited
      operating history and have not generated a material amount of revenue upon
      which
      to base an evaluation of our current business and future prospects. Although
      our
      executive management team has substantial experience in developing and managing
      businesses, we have never developed or offered such a technology and there
      can
      be no assurance that we will be able to successfully develop and market such
      a
      technology. As a result, we have very limited historical data and the revenue
      and income potential of our business is unproven. If we are unable to continue
      to provide reliable and cost efficient services to our existing customers and
      increase the size of our business, we may be unprofitable or, in the extreme
      case, forced to cease operations. Before purchasing our common stock, you should
      consider an investment in our common stock in light of the risks, uncertainties
      and difficulties frequently encountered by early-stage companies in new and
      evolving markets such as ours, including those described herein. We may not
      be
      able to successfully address any or all of these risks. Failure to adequately
      address such risks would have a material adverse effect on our financial
      condition and results of operation and could cause our business to
      fail.




13




***If
      we acquire any companies or products in the future, such companies and products
      could prove difficult to integrate, disrupt our business, dilute stockholder
      value and adversely affect our operating results.*** We
      may
      acquire or make investments in complementary technology companies, businesses,
      assets, products and services in the future. We have only made a limited number
      of acquisitions to date, and therefore, our ability to make acquisitions or
      investments is unproven. Acquisitions and investments involve numerous risks,
      including:





·
            difficulties
                in integrating operations, technologies, services and
                personnel;




·
            the
                diversion of financial and management resources from existing
                operations;




·
            the
                risk of entering new markets;




·
            the
                potential loss of key employees;
                and




·
            the
                inability to generate sufficient revenue to offset acquisition or
                investment costs.





As
      part
      of our review of potential acquisition targets, we conduct business, legal
      and
      financial due diligence with the goal of identifying and evaluating material
      risks involved in any particular transaction. Despite our efforts, we may be
      unsuccessful in ascertaining or evaluating all such risks, might not realize
      the
      intended advantages of any given acquisition, and may not identify all of the
      risks relating to the acquisition. In addition, if we finance any acquisitions
      by issuing convertible debt or equity securities, our existing stockholders
      may
      be diluted which could affect the market price of our stock. As a result, if
      we
      fail to properly evaluate and execute any acquisitions or investments, our
      business and prospects may be seriously harmed.





***Risks
      in advertising.*** We
      may
      face liability claims that harm our reputation and adversely affect our sales
      and financial condition. Some of our services may be used for dishonest
      advertising.  The advertising may be displayed without our control. We
      may also be subject to lawsuits involving allegations of misuse of our services.
      Product liability insurance may become too costly for us or may become
      unavailable for us in the future.  We may not have sufficient
      resources to satisfy any product liability claims not covered by insurance
      which
      would materially and adversely affect our financial
      position.  Significant litigation could also result in a diversion of
      management’s attention and resources, and negative publicity.




***Our
      continued growth could strain our personnel and infrastructure resources, and
      if
      we are unable to implement appropriate controls and procedures to manage our
      growth, we may not be able to successfully implement our business plan.*** We
      are
      experiencing rapid growth in our operations, which is placing, and will continue
      to place, a significant strain on our management, administrative, operational
      and financial infrastructure. Our future success will depend in part upon the
      ability of our management to manage growth effectively. This may require us
      to
      hire and train additional personnel to manage our expanding operations. In
      addition, we will be required to continue to improve our operational, financial
      and management controls and our reporting systems and procedures. If we fail
      to
      successfully manage our growth, we may be unable to execute our business
      plan.




14




***We
      are dependent on our management team, and the loss of any key member of this
      team may prevent us from implementing our business plan in a timely manner.*** Our
      success depends largely upon the continued services of our executive officers
      and other key management and development personnel. Each of our executive
      officers may terminate their employment with us at any time without penalty.
      We
      do not maintain key person life insurance policies on any of our employees.
      The
      loss of one or more of our executive officers or key employees could seriously
      harm our business, financial condition or results of operations. In such an
      event we may be unable to recruit personnel to replace these individuals in
      a
      timely manner, or at all, on acceptable terms.





***Because
      competition for our target employees is intense, we may not be able to attract
      and retain the highly-skilled employees that we need to support our planned
      growth.*** To
      execute our growth plan, we must attract and retain highly-qualified personnel.
      We need to retain personnel primarily in online marketing, development, sales,
      customer service and administration. Competition for these personnel remains
      intense, especially for individuals with high levels of experience in the
      design, development and sales of sophisticated web-based software. We may not
      be
      successful in attracting and retaining qualified personnel. Many of the
      companies with which we compete for experienced personnel have greater resources
      than we have. If we fail to attract new personnel or retain and motivate our
      current personnel, our business and future growth prospects could be severely
      harmed.





***Foreign
      currency risk.*** Our
      revenues are predominately denominated in U.S. dollars but certain salaries
      and
      overhead costs are payable in Canadian dollars. Accordingly, we are subject
      to
      currency risk and unfavorable changes in the exchange rate may adversely affect
      our operating results **.** We
      do not
      currently use derivative instruments or foreign currency contracts to reduce
      our
      exposure to foreign currency risk. Although we do not believe that the risks
      relating to foreign currency fluctuations are material to our business, we
      continually monitor the risk and, depending on the nature, amount and timing
      of
      foreign currency transactions, we may, in the future, enter into foreign
      currency contracts to mitigate the risk.





***Credit
      risk.*** We
      manage
      our credit risk with respect to accounts receivable by dealing primarily with
      large creditworthy customers and by billing whenever possible in advance of
      rendering services or making commitments. We believe that we are not subject
      to
      significant concentration of credit risk. As of December 31, 2007, we had one
      customer who represented 5.05% of consolidated accounts receivable.




***Competitive
      pressures.*** Potential
      competitors may be more established and have substantially greater
      resources, greater and more highly-skilled staff, and many of them may have
      substantially greater experience in the marketing of their services. In
      addition, one or more of our competitors may have developed or may succeed
      in
      developing technologies and services that are more effective than any of ours,
      rendering our technology and services obsolete or noncompetitive.


****


15




***Our
      competitive position will be seriously damaged if our services and technologies
      are found to infringe on the intellectual property rights of
      others.*** **** Other
      companies and our competitors may currently own or obtain patents or other
      proprietary rights that might prevent, limit or interfere with our ability
      to
      make, use or sell our services and technologies. As a result, we may be found
      to
      infringe the intellectual property rights of others. The internet industry
      is
      characterized by vigorous protection and pursuit of intellectual property rights
      or positions, which have resulted in significant and often protracted and
      expensive litigation. In the event of a successful claim of infringement against
      us and our failure or inability to license the infringed technology, our
      business and operating results could be adversely affected. Any litigation
      or
      claims, whether or not valid, could result in substantial costs and diversion
      of
      our resources. An adverse result from intellectual property litigation could
      force us to do one or more of the following:




·
            cease
                selling, incorporating or using products or services that incorporate
                the
                challenged intellectual property;




·
            obtain
                a license from the holder of the infringed intellectual property
                right,
                which license may not be available on reasonable terms, if at all;
                and




·
            redesign
                services that incorporate the disputed technology.




If
      we are
      forced to take any of the foregoing actions, we could face substantial costs
      and
      our business could be seriously harmed. In addition, it is possible that our
      customers or end users may seek indemnity from us in the event that our services
      are found or alleged to infringe the intellectual property rights of others.
      Any
      such claim for indemnity could result in substantial expenses to us that could
      harm our operating results.




***Our
      systems may be vulnerable to security risks or service disruptions that could
      harm our business.*** Although
      we have taken measures to secure our systems against security risks and other
      causes of disruption of electronic services, our servers are vulnerable to
      physical or electronic break-ins and service disruptions, which could lead
      to
      interruptions, delays, loss of data or the inability to process customer
      requests. Such events could be very expensive to remedy, could damage our
      reputation and could discourage existing and potential customers from
      participating in our contests. Any such events could substantially harm our
      business, results of operations and financial condition.





***Our
      failure to adequately protect our Stock-Trak and Wall Street Survivor brands
      and
      other intellectual property could have an adverse effect on our business.*** Intellectual
      property is important to our success. We generally rely upon confidentiality
      procedures and contractual provisions to protect our business, proprietary
      technology and Stock-Trak and Wall Street Survivor brands. Our general policy
      is
      to enter into confidentiality agreements with our employees and consultants,
      and
      nondisclosure agreements with all other parties to whom we disclose confidential
      information. We have valid service marks in place for both our Stock-Trak and
      Wall Street Survivor brands. However, we can provide no assurance that such
      legal protection will be adequate to protect our intellectual property rights.
      Any such legal protection we obtain may be challenged by others or invalidated
      through administrative process or litigation. As a result, our means of
      protecting our proprietary technology and brands may be inadequate. Furthermore,
      despite our efforts, we may be unable to prevent third parties from infringing
      upon or misappropriating our intellectual property. Any such infringement or
      misappropriation could have a material adverse effect on our business, financial
      condition and results of operations.





16




***International
      exposure.*** **** International
      operations are subject to a number of risks inherent in operating in different
      countries. These include, but are not limited to risks regarding restrictions
      on
      repatriation of earnings and changes in the legal, political or economic
      conditions of a specific country or region, particularly in emerging markets.
      The occurrence of any of these events or conditions could adversely affect
      our
      ability to sell our services in various countries. Our
      operations could be harmed by factors including political instability, natural
      disasters, fluctuations in currency exchange rates and changes in regulations
      that govern international transactions. We expect to sell our stock market
      simulation services worldwide. The risks inherent in international trade may
      reduce our international sales and harm our business and the businesses of
      our
      customers and our suppliers. These risks include:




·
            political
                instability, war, terrorism and other political risks;




·
            foreign
                currency exchange rate fluctuations;




·
            compliance
                with a variety of foreign laws and regulations, including unexpected
                changes in taxation and regulatory requirements;




·
            greater
                difficulty in safeguarding intellectual property than in the U.S.;
                and




·
            difficulty
                in staffing and managing geographically diverse operations.




These
      and
      other risks may preclude or curtail international sales or increase the relative
      price of our services compared to those provided from other countries, reducing
      the demand for our services.





**Risks
      Associated With Our Industry**





***General
      economic conditions.*** The
      outdoor signage media industry is cyclical and as a result it is subject to
      downturns in general economic conditions and changes in client business and
      marketing budgets. A significant portion of our event marketing business is
      with
      large multinational businesses, which are less impacted by downturns in the
      economy. In an effort to offer our clients services on a North American scale,
      and to manage our exposure to broad economic conditions, we have diversified
      our
      event marketing revenue geographically, by operating events across the United
      States of America **.** Our
      stock
      market simulation segment, through the educational, corporate and consumer
      markets, provides further diversification of our revenue sources.





***Changes
      in regulations and policies regarding internet gaming could harm our
      business.*** **** There
      are
      a variety of state and federal laws and regulations governing internet gaming,
      including the Internet Gambling Enforcement Act of 2006. Although we believe
      that our skill-based stock market simulation contests are outside the scope
      of
      most of these regulations, any changes in existing laws, rules or regulations
      or
      in the interpretation of such laws, rules or regulations, could restrict,
      condition or limit our proposed internet activities, or result in the imposition
      of substantial fines or other regulatory penalties. Any of the forgoing could
      have a significant adverse effect on our business, financial condition and
      results of operations.




17




**Risks
      Associated With Our Stock**





***There
      is no established public market for our common stock.*** Our
      common stock is not listed on any regional or national securities exchange
      or
      the Nasdaq Stock Market. Our common stock is currently eligible for trading
      on
      the OTC Bulletin Board. Securities trading on the OTC Bulletin Board are
      generally substantially less liquid than securities trading on national and
      regional securities exchanges or the Nasdaq Stock Market. We can provide you
      with no assurance that an established public market will develop for our common
      stock or, if such a market develops, that it will be sustained.





***Future
      sales of our common stock may cause our stock price to decline.***  As
      of the
      date of this report, we have 69,952,749 shares of common stock outstanding.
      Of
      this amount, 39,382,300 are freely tradable without restriction or further
      registration under the Securities Act, unless the shares are purchased by our
      affiliates. The remaining 30,570,449 shares of common stock outstanding are
      “restricted securities” as that term is defined under Rule 144 of the Securities
      Act. Effective January 8, 2007, we entered into an agreement with our CEO
      whereby any shares released to him during 2007 would be subject to lock-up
      for a
      period of two years. In October 2007, we granted stock options to executive
      officers, directors and advisors outside the terms of our 2005 Amended Stock
      Plan and 2007 Stock Incentive Plan. Holders of such stock options are subject
      to
      lock-up agreements as more fully described in Form 8-K filed October 18, 2007.
      Except for the foregoing, none of our directors, executive officers, or
      employees are subject to lock-up agreements or market stand-off provisions
      that
      limit their ability to sell shares of our common stock. In addition, none of
      our
      outstanding shares are subject to lock-up agreements or market stand-off
      provisions. The sale of a large number of shares of our common stock, or the
      belief that such sales may occur, could cause a drop in the market price of
      our
      common stock.





***We
      will need to raise additional funds in the future or renegotiate existing
      financing facilities, and such additional funding or refinancing may be dilutive
      to stockholders or impose operational restrictions.*** We
      are
      authorized to issue up to 200,000,000 shares of common stock and 10,000,000
      shares of preferred stock with such rights, designations and preferences as
      our
      board of directors may determine. We will be required to raise additional funds
      or renegotiate existing financing facilities in the future to sustain our
      operations. Our board of directors can issue additional shares and set the
      terms
      of future offerings of our securities without further action by our
      stockholders. We expect to raise such funds through sales of shares of our
      common stock or securities convertible into shares of our common stock, as
      well
      as issuances of debt. Such additional financing may be dilutive to our
      stockholders, and debt financing, if available, may involve restrictive
      covenants which may limit our operating flexibility. If additional capital
      is
      raised through the issuances of shares of our common stock or securities
      convertible into shares of our common stock, the percentage ownership of
      existing stockholders will be reduced. These stockholders may experience
      additional dilution in net book value per share and any additional equity
      securities may have rights, preferences and privileges senior to those of the
      holders of our common stock. ****




18





***Our
      operating results may fluctuate significantly, and these fluctuations may cause
      our stock price to fall.*** The
      market price of our common stock has fluctuated significantly to date. In the
      future, the market price of our common stock could be subject to significant
      fluctuations due to general market and economic conditions and in response
      to
      our financial performance. Our operating results will likely vary in the future
      primarily as the result of fluctuations in our revenues and operating expenses.
      We expect to incur additional operating expenses in the future as we expand
      our
      selling and marketing activities related to our stock market simulation
      services, hire additional personnel, and comply with our SEC reporting
      requirements. If our results of operations do not meet the expectations of
      our
      shareholders or the investment community, the price of our common stock may
      decline. In addition, the stock market in recent years has experienced extreme
      price and volume fluctuations that have affected the market price of many small
      and micro-cap companies, and that have often been unrelated or disproportionate
      to the operating performance of companies





***We
      do not pay dividends.*** We
      have
      never declared or paid any cash dividends on our common stock. We currently
      intend to retain any future profits from operations to fund growth and do not
      expect to pay any dividends in the foreseeable future. Accordingly, investors
      who seek dividend income should not purchase our shares. The return, if any,
      from purchase of our shares will result from appreciation in the price of our
      shares.




***Penny
      Stock Rules.*** ****  Our
      common stock currently trades on the OTC Bulletin Board. Since our common stock
      continues to trade below $5.00 per share, our common stock is considered a
      “penny stock” and is subject to SEC rules and regulations which impose
      limitations upon the manner in which our shares can be publicly traded. These
      regulations require the delivery, prior to any transaction involving a penny
      stock, of a disclosure schedule explaining the penny stock market and the
      associated risks. Under these regulations, certain brokers who recommend such
      securities to persons other than established customers or certain accredited
      investors must make a special written suitability determination regarding such
      a
      purchaser and receive such purchaser's written agreement to a transaction prior
      to sale. These regulations may have the effect of limiting the trading activity
      of our common stock and reducing the liquidity of an investment in


our
      common stock.





***We
      are not subject to certain of the corporate governance provisions of the
      Sarbanes-Oxley Act of 2002.***  Since
      our
      common stock is not listed for trading on a national securities exchange, we
      are
      not subject to certain of the corporate governance requirements established
      by
      the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002.
      These include rules relating to independent directors, director nomination,
      audit and compensation committees, retention of audit committee financial expert
      and the adoption of a code of ethics. Although three of our directors are
      considered independent and we have separately designated board committees,
      we
      are not in full compliance with such standards. Unless we voluntarily elect
      to
      fully comply with those obligations, which we have not to date, the protections
      that these corporate governance provisions were enacted to provide, will not
      exist with respect to the Company. While we may make an application to have
      our
      securities listed for trading on a national securities exchange, which would
      require us to fully comply with those obligations, we can not assure you that
      we
      will make such application, that we would be able to satisfy applicable listing
      standards, or if we did satisfy such standards, that we would be successful
      in
      such application.





19




***Standards
      for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
      and if we fail to comply in a timely manner, our business could be harmed and
      our stock price could decline.*** Rules
      adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
      require annual assessment of our internal controls over financial reporting,
      and
      attestation of this assessment by our independent registered public accountants.
      The SEC has extended the compliance dates for smaller public companies,
      including us. Accordingly, the annual assessment of our internal controls
      requirement will first apply to this annual report and that the first
      attestation report of our assessment that our independent registered public
      accounting firm will need to complete will be required in connection with the
      preparation of our annual report for our fiscal year ending December 31, 2008,
      unless otherwise extended by the SEC. The SEC has proposed to extend the initial
      compliance date to December 15, 2009. Compliance with these rules has required
      us to incur increased general and administrative expenses and management
      attention. The standards that must be met for management to assess the internal
      control over financial reporting as effective are new and complex, and require
      significant documentation, testing and possible remediation to meet the detailed
      standards. Although not anticipated, we may encounter problems or delays in
      completing activities necessary to make an assessment of our internal controls
      over financial reporting. In addition, the attestation process by our
      independent registered public accountants is new and we may encounter problems
      or delays in completing the implementation of any requested improvements and
      receiving an attestation of our assessment by our independent registered public
      accountants. If we cannot assess our internal controls over financial reporting
      as effective, or our independent registered public accountants are unable to
      provide an unqualified attestation report on such assessment, investor
      confidence and share value may be negatively impacted.





**Item
              2.**
            **Properties.**





We
      lease
      the following office space:





1.  Our
      corporate headquarters and principal offices are located at 3500 de Maisonneuve
      West, 2 Place Alexis Nihon, Suite 1650 in Montreal, Quebec, Canada, where we
      lease approximately 5,800 square feet of space for a monthly rent payment of
      approximately Cdn$8,200. This lease expires on October 31, 2010. We sublet
      approximately 2,400 square feet.





2.  Our
      events marketing operations are conducted at 450 Matheson Boulevard, Unit 67,
      Mississauga, Ontario, Canada, where we lease approximately 7,500 square feet
      office space for a monthly rent payment of approximately Cdn$5,200 which
      increases by approximately 3% annually over the remaining term of the lease.
      This lease expires on February 28, 2010. We sublet approximately half of this
      space.





3.  Our
      Stock-Trak subsidiary is located at 3355 Lenox Road, Suite 800, Atlanta,
      Georgia, where we lease approximately 2,000 square feet of space for a monthly
      rent of approximately $2,700 which increases approximately 3% each year. This
      lease expires on June 30, 2009.





20




We
      believe that our office space is adequate to support our current operations
      and
      that adequate additional space is available to support projected growth in
      our
      operations over the next 12 months.





**Item
              3.**
            **Legal
                Proceedings.**





In
      2005,
      we filed a complaint against Paul Frame in United States Federal District Court
      sitting in the Southern District of New York. In the suit, we are seeking to
      cancel 1,000,000 shares of common stock we issued to Mr. Frame in exchange
      for
      services that Mr. Frame agreed to provide to us. Mr. Frame never rendered these
      services to us. The litigation is ongoing.





Other
      than as set forth above, we are not a party to any other material legal
      proceedings. From time to time we may be involved in litigation relating to
      claims arising in the ordinary course of our business.





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





None.





**PART
      II**




**Item
              5.**
            **Market
                For Common Equity, Related Stockholder Matters and Issuer Purchases
                of
                Equity Securities.**




Our
      common stock currently trades on the OTC Bulletin Board under the symbol “STKG”.
      The following table sets forth the range of high and low bid prices for shares
      of our common stock on the OTC Bulletin Board for the periods indicated, as
      reported by Nasdaq. These quotations represent inter-dealer prices, without
      retail mark-up, markdown or commission, and may not represent actual
      transactions.


Fiscal
                  Year Ending December 31, 2007
              
              High
              
              LowQuarter
                  ended December 31, 2007
              
              $
              0.65
              
              $
              0.25Quarter
                  ended September 30, 2007
              
              
              0.90
              
              
              0.35Quarter
                  ended June 30, 2007
              
              
              1.90
              
              
              0.67Quarter
                  ended March 31, 2007
              
              
              2.30
              
              
              1.80
 
 Fiscal
                  Year Ending December 31, 2006
              
              High
              
              LowQuarter
                  ended December 31, 2006
              
              $
              2.51
              
              $
              2.10Quarter
                  ended September 30, 2006
              
              
              2.52
              
              
              1.86Quarter
                  ended June 30, 2006
              
              
              2.55
              
              
              1.56Quarter
                  ended March 31, 2006
              
              
              3.05
              
              
              1.95
  21




The
      last
      price of the Company's common stock as reported on the OTC Bulletin Board on
      March 25, 2008, was $0.185 per share.




**Holders**





As
      of
      March 25, 2008, the number of stockholders of record of our common stock was
      114. Based on our broker inquiry conducted in connection with the distribution
      of proxy solicitation materials in connection with our special meeting of
      shareholders on August 3, 2006, we believe there are a substantial number of
      additional beneficial owners of our common stock who hold their shares with
      their brokers in “street name”.




**Dividends**





We
      have
      not paid any cash dividends on our common stock to date, nor do we expect to
      pay
      any cash dividends on our common stock in the foreseeable future. We intend
      to
      retain future earnings, if any, to finance the operation and development of
      our
      business.





**Recent
      Sales of Unregistered Securities**




1.  Between
      December 14 and December 31, 2007, we sold 2,136,000 units at a purchase price
      of $0.25 per unit resulting in gross cash proceeds of $534,000. The units
      consisted of 2,136,000 shares of common stock and warrants to purchase an
      additional 2,136,000 shares of common stock. Each unit consists of one (1)
      share
      of our common stock and a warrant to purchase one (1) share of our common stock
      at a purchase price of $0.35 per share. The foregoing securities were issued
      pursuant to an offering (the “Private Offering”) solely to accredited investors
      of up to 16,000,000 units consisting of 16,000,000 shares of common stock and
      warrants to purchase 16,000,000 shares of common stock. The warrants are
      immediately exercisable and have a term of two years. We have the option to
      call
      the warrants, in whole or in part, for $.01 per share if the market value of
      our
      common stock is equal to or greater than $0.75 per share for ten consecutive
      trading days. We have agreed to prepare and file with the Securities and
      Exchange Commission within 120 days from the close of our financing, being
      December 14, 2007, a registration statement under the Securities Act of 1933,
      as
      amended (the “Securities Act”), permitting the public resale of the shares of
      common stock issuable upon exercise of the warrants issued in the offering.
      The
      units were sold in a private placement transaction solely to a limited number
      of
      accredited investors pursuant to the exemption from registration provided by
      Section 4(2) of the Securities Act and Rule 506 of Regulation D
      thereunder, without engaging in any advertising or general solicitation of
      any
      kind.





2.  In
      February 2008, we sold an additional 400,000 units in the Private Offering
      consisting of 400,000 shares of common stock and warrants to purchase an
      additional 400,000 shares for gross proceeds of $100,000. The terms of the
      warrants and the exemption from the registration requirements of the Securities
      Act under which these securities were issued are as described in the immediately
      preceding paragraph.





22




**Item7.**
            **Management’s
                Discussions and Analysis of Financial Condition and Results of
                Operations.**





The
      following Management’s Discussion and Analysis of Financial Condition and
      Results of Operations is intended to assist the reader in understanding our
      results of operations and financial condition. Management’s Discussion and
      Analysis is provided as a supplement to, and should be read in conjunction with,
      our audited consolidated financial statements beginning on page F-1 of this
      report. This Management’s Discussion and Analysis of Financial Condition and
      Results of Operations and other parts of this report contain forward-looking
      statements that involve risks and uncertainties. All forward-looking statements
      included in this report are based on information available to us on the date
      hereof, and, except as required by law, we assume no obligation to update any
      such forward-looking statements. Our actual results may differ materially from
      those anticipated in these forward-looking statements as a result of a number
      of
      factors, including those set forth in Section 1A above captioned *“* **Risk
      Factors** *”* and
      elsewhere in this report.




**Background**




We
      were
      incorporated in 2000 to operate an online web-based heavy equipment marketing
      company. The business plan was unsuccessful due to the competitive nature of
      the
      industry and a commercial downturn in use of the Internet for purchase of costly
      heavy equipment. In December 2004, we acquired certain assets of The DVT Group
      and Elumalite Technologies, which together with our business development
      activities, transitioned us into an operating company. In January 2005, we
      acquired certain assets of Sharp Marketing & Associates Ltd. This provided
      us with a platform to display and sell advertising on outdoor LED screens,
      a
      business that we currently operate as our event marketing division.




During
      the quarter ended September 30, 2006, our new management team completed its
      initial evaluation of our business, assets, prospects, and opportunities. As
      a
      result of this evaluation, we decided to sell certain assets, continue the
      operation and expansion of our event marketing business, and pursue a new
      business opportunity by developing and marketing skill-based stock market
      simulation contests distributed via the Internet. In furtherance of this plan,
      we sold the assets related to our signage business to a company owned by Michael
      Singh, who formerly served as the Director of Global Sales of our Neutron Media
      (formerly DSBN) subsidiary and on January 3, 2007, we acquired Stock-Trak,
      Inc.,
      an Atlanta, Georgia based provider of stock market portfolio simulation software
      and services to the educational and corporate markets.




**Overview**





We
      operate in two distinct segments: (i) event marketing; and (ii) stock market
      simulation services for the educational, corporate and consumer markets.
      Leveraging our existing stock market simulation platform and the experience
      of
      our management team, we have developed and are promoting online skill-based
      stock market simulation contests.




23




*Event
      Marketing.* Our
      event marketing business is operated by our wholly owned subsidiary, Neutron
      Media. This division generates revenue through advertising, marketing and brand
      messaging sales at premium locations and special events in the United States
      of
      America. Neutron Media leverages strategic partner relationships with organizers
      of high profile events to offer advertisers branding opportunities via permanent
      or event driven installations. Outdoor digital signage solutions empower the
      advertiser with the ability to enrich the customer experience, build brand
      awareness and loyalty, and drive bottom-line results. Advertisers benefit from
      the ability to place their ads on giant LED screens positioned in high traffic
      venues targeting millions of consumers where and when they make their purchase
      decisions and brand choices.




*Stock
      Market Simulation Services.* Our
      stock
      market simulation services business is operated by our wholly-owned
      subsidiaries, Stock-Trak and Neutron Media (through its Wall Street Survivor
      division).




We
      are an
      Internet-based, comprehensive stock market simulation software and services
      company with offices in Atlanta, Georgia and Montreal, Quebec, Canada, serving
      the educational, corporate and consumer markets. We provide stock market
      simulations that allow our users to practice trading all types of securities,
      including stocks, options, futures, mutual funds, bonds and more. Originally
      conceived by Stock-Trak in 1990 as an educational tool for college students
      taking business and finance classes, the business grew to also offer branded
      stock market simulation solutions for corporate and educational organizations
      interested in offering stock market simulations to their customers, employees
      and students.




During
      the fourth quarter of 2006, we announced our intention to develop and promote
      online, direct-to-customer, skill-based stock market simulation contests. Wall
      Street Survivor, a division of Neutron Media, operates this business. We have
      developed and are promoting a sophisticated, comprehensive, community oriented,
      interactive, prize-based multiplayer financial web portal to: (i) serve as
      a
      source of financial information and tools for investors; (ii) conduct stock
      market performance contests in which participants compete in real-time for
      cash
      and other prizes; and (iii) serve as a destination for providers of financial
      and other services to market their services to users of our website. We expect
      to generate revenue from sponsorships, advertising and sales of premium content.
      In pursuit of this model, we acquired Stock-Trak and have developed what we
      believe will be the most advanced and comprehensive stock market simulation
      software currently available.




**Key
      Performance Indicators**




Our
      key
      performance indicators are recognized revenue and deferred revenue.





*Event
      Marketing.* For our
      event marketing segment, we recognize revenue as the related advertising is
      aired. Deferred revenue results when we sell advertising in advance of the
      airing of the advertising.





*Stock
      Market Simulation Services* .
      For our
      stock market simulation segment, the majority of our revenues are currently
      tied
      to the educational market and, therefore, the majority of revenue is earned
      during the academic semesters from January to mid-May and then again from
      September to mid-December. Deferred revenue results when we sell in advance
      of
      our services being performed. Wall Street Survivor currently generates revenue
      from advertising and we expect future revenues to be generated from advertising,
      sponsorships and sales of premium content. We are uncertain as to the timing
      of
      future revenues but do not expect them to be subject to any
      seasonality.




24




**Outlook**




*Event
      Marketing.* The
      market for our event marketing services is large and continues to grow.
      Sustained spending on advertising, continued emphasis on the value of outdoor
      media, growing awareness of the value of reaching a targeted consumer group
      and
      the increasing need of our clients to maintain visibility with their potential
      customers, are all key external conditions which may affect our ability to
      execute our business plan. In addition, the outdoor signage media industry
      is
      cyclical and subject to general economic conditions.




*Stock
      Market Simulation Services for the Educational and Corporate
      Markets.* The
      market for stock market simulation services consists of all high schools,
      colleges and universities that offer business curricula to their students as
      well as media companies and corporations involved in financial-related
      industries.





*Stock
      Market Simulation Contests.* We also
      believe there is a large and viable market for our stock market simulation
      contests and financial web portal. While we believe that our site represents
      a
      unique vehicle to both educate and entertain relating to the stock market,
      we
      also believe the potential to generate revenue is significant. Online
      multi-player games and community based Internet portals are among the fastest
      growing areas on the Internet today. This new competition is targeted directly
      at the nexus of these growth areas. We are highly focused on developing and
      promoting our contest portal into a destination site, with compelling
      demographics for advertisers and the opportunity to develop a significant
      Internet community with multiple ways to generate revenue from the enrolled
      base.





*General.* We
      compete against companies with substantially greater market share and financial
      resources than ours. We believe that certain potential customers, particularly
      larger organizations, may view our small size and limited financial resources
      as
      a negative even if they prefer our offering to those of our larger competitors.
      Based on our current revenues and the size of the market for our products,
      we
      believe we have a market share of less than 1%.





Our
      primary strategic objectives over the next 12 months are to grow and strengthen
      our position in the market for event marketing services, expand our sales and
      marketing efforts to new customers and markets in our stock market simulation
      services segment, and to further develop, promote and monetize our stock market
      simulation contests thereby generating a substantial increase in revenue. We
      plan to achieve these objectives through focused sales and marketing to new
      and
      existing customers in all segments, increasing our direct sales force in our
      stock market simulation segment, developing the most advanced stock market
      simulation services and web portal, and creating effective marketing campaigns
      to generate interest, participation and increased revenue from our stock market
      simulation contests. We are also executing strategies to control overhead and
      expenses, including executive review of all expenditures to determine where
      cost
      savings could be obtained or contracts renegotiated with an increased focus
      on
      comparisons of budget to actual figures. In addition, salary reductions have
      been negotiated with all executives and members of senior management.




25




Our
      operating units have inherent risk. Our future is largely dependent upon our
      success in building an infrastructure and executing our business plan. We plan
      to further invest in development of proprietary technologies. Unanticipated
      technical obstacles can arise at any time, disrupt sales or licensing
      activities, and result in lengthy and costly delays. See “ **Risk
      Factors** ”
set
      forth in Item 1A above for a more complete discussion of the risks that are
      part
      of our business.




Revenue
      for the year ended December 31, 2007 was $3,561,418 compared to $2,098,637
      for
      the year ended December 31, 2006. We expect revenue to continue to increase
      based on the expected successful completion of certain event marketing
      assignments underway at year end, continued and growing contributions to
      revenues from Stock-Trak, and the expected growth in revenue to be earned from
      our stock market simulation contests. To date, we have incurred operating
      losses, as our revenues have not achieved a sufficient level to support our
      salaries and general and administrative expenses. See “ **Liquidity
      and Capital Resources** ”
below.




**Critical
      Accounting Policies**




Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements and accompanying notes, which
      have been prepared in accordance with accounting principals generally accepted
      in the United States. The
      significant accounting policies used by us in preparing our consolidated
      financial statements are described in note 2 to our audited consolidated
      financial statements included elsewhere herein and should be read to ensure
      a
      proper understanding and evaluation of the estimates and judgments made by
      management in preparing those consolidated financial statements.




Inherent
      in the application of some of these policies is the judgment by management
      as to
      which of the various methods allowed under generally accepted accounting
      principles is the most appropriate to apply to the Company. In addition,
      management must take appropriate estimates at the time the consolidated
      financial statements are prepared.




The
      methods, estimates and judgments we use in applying our accounting policies,
      in
      conformity with generally accepted accounting principles in the United States,
      have a significant impact on the results we report in our consolidated financial
      statements. We base our estimates on our historical experience, our
      knowledge of economic and market factors, and
      on
      various other assumptions that we believe to be reasonable under the
      circumstances. The estimates affect the carrying values of assets and
      liabilities. Actual results may differ from these estimates under different
      assumptions or conditions.




26




Although
      all of the policies identified in note 2 to our audited consolidated financial
      statements are important in understanding the consolidated financial statements,
      the policies discussed below are considered by management to be central to
      understanding the consolidated financial statements, because of the higher
      level
      of measurement uncertainties involved in their application. We have identified
      the policies below as critical to our business operations and the understanding
      of our results of operations. The impact and any associated risks related to
      these policies on our business operations is discussed throughout Management’s
      Discussion and Analysis when such policies affect our reported and expected
      financial results.




**Revenue
      Recognition** .
      During
      fiscal 2006, we derived our revenue primarily from two sources: (i) product
      sales revenue and (ii) revenue arising from the sale of advertising on LED
      screens, which we refer to as “Event Marketing.” Pursuant to the sale of our
      signage business during the third quarter of 2006, product sales ceased. Prior
      to
      the sale, product sales revenues were recognized when all of the following
      criteria were met: persuasive evidence for an arrangement existed; delivery
      had
      occurred; the fee was fixed or determinable; and collection was reasonably
      assured. Advertising
      revenues from our event marketing and stock market simulation segments are
      generally recognized as the related advertising is aired, persuasive evidence
      of
      an arrangement exists, the revenue is fixed or determinable and collection
      is
      reasonably assured. Stock market simulation revenues may include set up fees
      and
      ongoing access and maintenance fees. Software
      revenue is recognized in accordance with the American Institute of Certified
      Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue
      Recognition, when all of the following conditions are met: persuasive evidence
      of an arrangement exists, there is evidence that delivery has occurred and
      the
      customer has accepted the software, the total sales price is fixed and
      determinable and collectability is probable. Due to the fact that on-going
      service support is essential to the functionality of the software, the entire
      arrangement fee is recognized straight-line over the period during which the
      services are performed.




**Stock-Based
      Compensation and Other Stock-Based Payments** .
      The
      Financial Accounting Standards Board (FASB) issued Financial Accounting Standard
      (FAS) 123(R), “Share Based Payments” which requires the use of the fair value
      method for all stock-based compensation transactions and stock-based payments.
      The application of this accounting methodology requires management to estimate
      a
      number of variables, including the risk free rate, the expected life of the
      related options and warrants, and the expected volatility of the stock price.
      The amounts determined for these variables, which are detailed in Note 8 and
      9,
      have a significant impact on the values assigned to the stock options and
      warrants issued by us.




**Software
      Development.** We use
      SOP 98-1, “Accounting for the Costs of Computer Software Developed for Internal
      Use”. Under this standard, we capitalize the costs incurred in the development
      of the platform being used for our stock market simulation contests. Costs
      are
      capitalized until the development stage has been completed, after which they
      are
      amortized over a period estimated to represent the useful life of the software.





**Intangible
      Assets.** Our
      intangible assets comprise technology, trade names and customer relationships
      acquired pursuant to the acquisition of Stock-Trak and are being amortized
      over
      their estimated useful lives. The costs allocated and related amortization
      expenses are based on the final allocation of the purchase price as further
      detailed in note 4 to the consolidated financial statements. We must make
      estimates and judgments regarding the future utility and carrying value of
      the
      intangible assets.




27


**Long-Lived
        Assets** .
        Long-lived assets, comprising intangible assets, property and equipment,
        and
        software development costs, are reviewed for impairment if events or changes
        in
        circumstances indicate that the carrying value may not be recoverable.  If
        the sum of the undiscounted future cash flows expected from use and residual
        value is less than carrying amount, the long-lived asset is considered
        impaired.  An impairment loss is measured as the amount by which the
        carrying value of the long-lived asset exceeds its fair value.
 
 **Goodwill.** Goodwill
        is evaluated for impairment annually in the fourth quarter of the year, or
        when
        events or changed circumstances indicate impairment may have occurred. In
        connection with the goodwill impairment test, if the carrying value of the
        Company's reporting unit to which goodwill relates exceeds its estimated
        fair
        value, the goodwill related to that reporting unit is tested for impairment.
        If
        the carrying value of such goodwill is determined to be in excess of its
        fair
        value, an impairment loss is recognized in the amount of the excess of the
        carrying value over the fair value. Management assesses goodwill for impairment
        using estimates including the discount rate, future growth rates, amounts
        and timing of estimated future cash flows, general economic, industry conditions
        and competition. Future adverse changes in these factors could result in
        losses
        or inability to recover the carrying value of the goodwill, thereby possibly
        requiring an impairment charge in the future.
  **Use
        of estimates.** Significant
        estimates in these financial statements include the allowance for doubtful
        accounts, recovery of future income taxes, goodwill and annual goodwill
        impairment test, useful lives and impairment of long-lived assets, stock-based
        compensation costs, determination of the fair value of the intangible assets
        on
        the Stock-Trak acquisition, determination of the fair value of the warrants
        issued on the private placement and the resulting impact on the allocation
        of
        the proceeds between the shares and warrants. Each of these critical accounting
        policies is described in more detail in the financial statements beginning
        on
        page F-1.
  **Income
        Taxes.** The
        Company follows the Statement of Financial Accounting Standards Number 109
        (SFAS
        109), “Accounting for Income Taxes”. Under this method, future income taxes are
        recognized at the enacted tax rate expected to be applicable at the date
        of
        reversal for all significant temporary differences between the tax and
        accounting bases of assets and liabilities and for certain tax carryforward
        items. Future income tax assets are recognized only to the extent that, in
        the
        opinion of management, it is more likely than not that the future income
        tax
        assets will be realized. Future income tax assets and liabilities are adjusted
        for the effects of changes in tax laws and rates on the date of the enactment
        of
        the change. In July 2006, the FASB released FIN 48,
        “*Uncertainty
        in Income Taxes*,”
which
        defines accounting for uncertain tax positions and includes amendments to
        SFAS
        No. 109. We adopted FIN 48
        on
        January 1, 2007 (our first fiscal year after December 15, 2006). See
        Note 10 in the consolidated financial statements beginning on page F-1 for
        additional information.
 
 For
        a
        more complete discussion of our accounting policies and procedures, see the
        notes to our audited consolidated financial statements beginning on page
        F-1.
  28
  **Recent
        Accounting Pronouncements**
 
 Recent
        accounting pronouncements are disclosed in the notes to the audited consolidated
        financial statements beginning on page F-1.
  **Results
        of Operations**
 
 The
        following is intended to assist the reader in understanding our results of
        operations and financial condition, is provided as a supplement to, and should
        be read in conjunction with, our audited consolidated financial statements
        beginning on page F-1 of this report.
 
 **Comparison
        of Years Ended December 31, 2007 and 2006**
 
 Revenue .
        The
        following sets forth our revenues for the fiscal years ended December 31,
        2007
        and 2006:
 
 ***Revenue
                  for the years ended December 31***2007
              
              %
                  of total
              
              2006
              
              %
                  of total**By
                  type of service**Product
                  revenue
              
              $
              -
              
              
              -
              %
              $
              26,069
              
              
              1
              %Stock
                  market simulation revenue
              
              
              1,130,803
              
              
              32
              %
              
              -
              
              
              -
              %Event
                  marketing revenue
              
              
              2,430,615
              
              
              68
              %
              
              2,072,568
              
              
              99
              %$
              3,561,418
              
              
              100
              %
              $
              2,098,637
              
              
              100
              %
  2007
              
              %
                  of total
              
              2006
              
              %
                  of total**By
                    customer location**Canada
              
              $
              -
              
              
              -
              %
              $
              155,119
              
              
              7
              %United
                  States
              
              
              3,561,418
              
              
              100
              %
              
              1,943,518
              
              
              93
              %$
              3,561,418
              
              
              100
              %
              $
              2,098,637
              
              
              100
              %
 
 Our
        revenue represents our compensation for services provided or product sold.
 
 *Event
        Marketing.* Event
        marketing revenue for the year ended December 31, 2007 was $2.43 million
        as
        compared to $2.07 million for the year ended December 31, 2006, an increase
        of
        17%. The $0.36 million increase in event marketing revenue is attributable
        mainly to an increase in advertising sales generated on the CBS screen in
        Time
        Square, New York of approximately $751,000. In 2006, we sold advertising
        on the
        CBS screen for the period November 16 to November 30, 2006. In 2007, we
        negotiated to secure the CBS screen and sell advertising thereon during the
        both
        the Thanksgiving and Christmas holiday periods running from December 18 to
        January 1, 2008, thereby increasing revenues. We have also secured the CBS
        screen from March 1, 2008 to January 1, 2009. The increase in revenue resulting
        from the CBS screen was partially offset by approximately $151,000 of revenues
        lost from a non-recurring event in 2006, a decrease of approximately $103,000
        in
        revenue generated on one event due to higher traffic in 2006 as a result
        of the
        Soccer World Cup, and a decrease of approximately $100,000 in advertising
        revenues generated on the CVS Screen in Las Vegas due to technical difficulties
        with the sign which prevented us from selling advertising thereon for most
        of
        2007.
  29
  *Stock
        Market Simulation Services.* Stock
        market simulation revenues represent amounts generated from the educational
        and
        corporate markets as well as the consumer market, being Wall Street Survivor.
        As
        we acquired Stock-Trak in January 2007, and commenced the commercial rollout
        of
        Wall Street Survivor in 2007, we did not generate any stock market simulation
        revenues in 2006. In 2007, we generated stock market simulation revenues
        of
        approximately $1.131 million consisting of $1.047 million from the corporate
        and
        educational markets and $0.084 million of advertising revenue earned on Wall
        Street Survivor. We expect total stock market simulation revenues to further
        increase in 2008 through focused efforts on growth in existing and new markets.
 
 *Product
        Sales.* We did
        not have any product sales in 2007 due to the sale of our signage business
        in
        the third quarter of 2006.
 
 Operating
        Expenses .
        Our
        operating expenses consist of salaries and benefits, general and administrative
        expenses, occupancy costs, foreign exchange, stock-based compensation, interest,
        depreciation and amortization and cancellation of warrants compensation.
        Salaries and benefits expenses include salaries, employee benefits, incentive
        compensation, contract labor and other payroll related costs, which are expensed
        as incurred. General and administrative costs include primarily business
        development, marketing, office costs, technology, and professional services.
        Occupancy costs represent the costs of leasing and maintaining Company premises.
        Stock-based compensation expenses represent expenses incurred in connection
        with
        the issuance of stock options and other share-based payments to our employees,
        directors, consultants or service providers. Such expenses are included on
        the
        consolidated statement of operations under stock-based compensation.
        Cancellation of warrants compensation represents a non-cash, non-recurring
        expense as further described below.
 
 Operating
        expenses increased $8.05 million or 79% to $18.27 million for the year ended
        December 31, 2007 as compared to $10.22 million for the year ended December
        31,
        2006. Changes in operating expenses are as follows:
 
 Salaries
        expense (excluding stock-based compensation) .
        Salaries expense for the year-ended December 31, 2006 excluded stock-based
        compensation and consisted of employment costs related to both the event
        marketing and digital signage operations. In June and July 2006, we hired
        new
        executive officers to evaluate our business, assets, prospects and future
        growth
        opportunities. Salaries expense for the year ended December 31, 2007 excluded
        stock-based compensation and consisted of employment costs related to the
        events
        marketing and stock market simulation segments, including both Stock-Trak
        and
        Wall Street Survivor.
  30
  Salaries
        expense (excluding stock-based compensation) increased $2.11 million to $3.6
        million during the year ended December 31, 2007 as compared to $1.49 million
        in
        the year ended December 31, 2006, an increase of 141%. Included in salaries
        and
        benefits in 2007 was a non-cash expense of $262,000 related to the issuance
        of
        common shares pursuant to terms of an escrow agreement as more fully described
        in note 8(a) to the consolidated financial statements.
 
 The
        increase in overall salaries (excluding stock-based compensation) was primarily
        the result of the acquisition of Stock-Trak in January 2007 and additional
        employees hired to support the growth and development of our stock market
        simulation segment. The salaries expense (excluding stock-based compensation)
        to
        revenue ratio for the year-ended December 31, 2007 was 101% compared to 71%
        for
        the year-ended December 31, 2006. As a result of expected increased sales
        in
        fiscal 2008, we expect our salaries expense (excluding stock-based compensation)
        to revenue ratio for fiscal 2008 to decrease from the level experienced in
        fiscal 2007.
 
 General
        and administrative expenses (excluding stock-based compensation) .
        General
        and administrative expenses in 2006 related to both the events marketing
        and
        digital signage operations, while those in 2007 related to both the events
        marketing and stock market simulation segments. General and administrative
        expenses (excluding stock-based compensation) increased $1.02 million to
        $2.32
        million for the year ended December 31, 2007, from $1.30 million for the
        year
        ended December 31, 2006, an increase of 78%. Included in general and
        administrative expense (excluding stock-based compensation) in 2007 were
        non-cash expenses of $0.14 million related to the value of common shares
        issued
        or earned in exchange for services received as compared to $0.19 million
        for the
        year-ended December 31, 2006. The increase was due primarily to an increase
        in
        technology, marketing and general and administrative costs required to support
        the growth of our stock market simulation segment. The general and
        administrative expense (excluding stock-based compensation) to revenue ratio
        was
        65% for the year ended December 31, 2007, compared to 62% for 2006. As a
        result
        of expected increased sales in 2008, we expect general and administrative
        expenses (excluding stock-based compensation) as a percentage of revenues
        to
        decrease from this level in 2008.
 
 Occupancy
        costs .
        Occupancy costs increased $0.04 million to $0.26 million for the year ended
        December 31, 2007, from $0.22 million for the year ended December 31, 2006.
        We
        incurred additional rental costs related to our head office in Montreal,
        Quebec,
        Canada commencing in June 2006 as well as Stock-Trak’s offices in Atlanta,
        Georgia commencing in January 2007. These additional expenses were offset
        by
        sublease revenue earned from our Mississauga and Montreal locations in 2007
        and
        decreased insurance costs. The occupancy cost to revenue ratio was 7.3% for
        the
        year ended December 31, 2007 compared to 10.6% for the year-ended December
        31,
        2006. As a result of expected increased sales, we expect the occupancy costs
        to
        revenue ratio to decrease from this level in 2008.
 
 Depreciation
        and amortization .
        Depreciation and amortization expense increased $0.64 million to $0.67 million
        for the year-ended December 31, 2007 from $0.03 million for the year-ended
        December 31, 2006. The increase is due mainly to $0.36 million of amortization
        taken on intangible assets acquired pursuant to the acquisition of Stock-Trak
        in
        January 2007 and approximately $0.27 million of amortization taken on
        capitalized software development costs, commencing in July 2007, both without
        a
        comparable transaction in 2006.
  31
  Foreign
        exchange .
        Foreign
        exchange loss for the year ended December 31, 2007 amounted to $0.18 million
        compared to a nominal gain of $367 for the year ended December 31, 2006.
        Our
        Canadian subsidiary, whose functional currency is the Canadian dollar, incurs
        most of its operating costs in Canadian dollars while generating revenue
        in U.S.
        dollars. Accordingly, the foreign exchange loss is a direct result of the
        strengthening of the Canadian dollar compared to the U.S. dollar over the
        year
        ended December 31, 2007.
  Stock-based
        compensation .
        Stock-based compensation for the year-ended December 31, 2007 was $8.87 million
        compared to $7.14 million for the year-ended December 31, 2006. Included
        in
        stock-based compensation for the year-ended December 31, 2006 is $1.2 million
        related to issuance of common shares to our CEO compared to $NIL for the
        year-ended December 31, 2007. The total increase, net of the issuance of
        shares
        to our CEO in 2006, amounted to $2.93 million and is due to the grant of
        additional stock options to employees, officers, consultants and advisors
        during
        the year and the impact of the issuance of stock options in October 2007
        in
        exchange for the cancellation of previously issued stock options. Given that
        the
        majority of the options issued in October 2007 vested immediately upon grant,
        we
        expect stock-based compensation expense to decrease in 2008.
  Interest. Interest
        expense for the year-ended December 31, 2007 amounted to $0.088 million and
        consisted mainly of $0.13 million of accrued interest related to our secured
        convertible note payable, offset by interest income earned on short-term
        investments.
 
 Cancellation
        of warrants compensation .
        In
        2007, we issued 5,600,000 common shares to a group of existing shareholders
        who
        previously invested $4,800,000 in a private placement financing. An aggregate
        expense of $2.296 million was recorded based on the closing price of the
        shares
        at the date of issuance. There was no comparable transaction in
        2006.
 
 Net
        loss. We had a
        net loss of $15.39 million for the year ended December 31, 2007, compared
        to a
        net loss of $9.16 million for the year ended December 31, 2006. A significant
        portion of the net loss in each year was comprised of non-cash or non-recurring
        expenses, including depreciation and amortization, inventory write-downs,
        stock-based compensation, common shares issued for services received, common
        shares earned for services received, cancellation of warrants compensation,
        and
        common shares issued pursuant to an escrow agreement. Our net loss before
        these
        items amounted to approximately $3.01 million and $1.54 million for the years
        ended December 31, 2007 and 2006, respectively. We expect our net loss will
        decrease in 2008 as we anticipate increased revenues, stronger cost control,
        and
        reduced stock-based compensation expense.
 
 **Liquidity
        and Capital Resources**
 
 We
        continue to experience negative cash flow from operating activities as we
        continue to invest in the development and promotion of our stock market
        simulation segment. As of December 31, 2007, we had working capital of $1.11
        million and a cash and cash equivalents balance of $3.17 million compared
        to
        working capital of $2.52 million and a cash and cash equivalents balance
        of $2.8
        million at December 31, 2006. The decrease in working capital resulted primarily
        from $3.92 million of net proceeds from sales of our equity securities, offset
        in part by the net cash used in operating activities of $3.03 million and
        an
        increase in current liabilities of approximately $2.57 million due mainly
        to
        $2.23 million of secured convertible note financing received in 2007 and
        payable
        in 2008.
  32
  Net
        cash
        used in operating activities for the year ended December 31, 2007 was $3.03
        million, compared to $1.60 million for the year ended December 31, 2006.
        The use
        of cash during both years was primarily to finance our operating losses.
  Net
        cash
        provided by financing activities for the year ended December 31, 2007 was
        $6.00
        million compared to $3.89 million for the year ended December 31, 2006. During
        2007, we raised $2.1 million in secured convertible note financing and $3.92
        million in proceeds from the issuance of common stock and warrants. We also
        secured and repaid $350,000 in bridge financing and repaid a $20,000 line
        of
        credit. During 2006, we secured loans payable of $1.01 million and raised
        net
        proceeds of $4.09 million from the sale of our equity securities, which were
        offset by repayment of $1.21 million of loans payable.
 
 Net
        cash
        used in investing activities during the year ended December 31, 2007 was
        $2.69
        million compared to $0.43 million provided by investing activities during
        the
        year ended December 31, 2006. In 2007, we used $1.95 million to acquire
        Stock-Trak in January 2007, invested $0.64 million in software development
        related to our stock market simulation contests, and acquired $0.11 million
        in
        property and equipment. In 2006, we received $0.71 million in proceeds from
        the
        sale of our signage business which was offset by $0.09 million of acquisition
        costs related to our January 3, 2007 acquisition of Stock-Trak, $0.18 million
        of
        purchased software development costs and $0.02 million of acquired property,
        plant and equipment.
 
 In
        March
        2007, we raised gross proceeds of $0.5 million through the sale of 250,000
        units
        consisting of 250,000 shares of common stock and warrants to purchase 125,000
        additional shares of common stock. The warrants were immediately exercisable
        at
        $2.50 per share and were to terminate two years from the date of grant. In
        November 2007, the warrants were surrendered together with a general release
        in
        favor of the Company in exchange for the issuance of 291,667 shares of common
        stock.
 
 On
        March
        23, 2007, we issued a secured convertible note in the principal amount of
        $2,100,000. The note accrues interest at the rate of 8% per annum payable
        at
        maturity, is convertible at anytime at the option of the holder into shares
        of
        our common stock at a conversion price of $2.50 per share, and is secured
        by all
        of our assets. The convertible note is due the earlier of (i) eighteen months
        after issuance, (ii) upon an event of default, or (iii) at the option of
        the
        holder, in the event that we raise an aggregate of $7,000,000, either through
        the issuance of debt or equity or any combination thereof. We may prepay
        the
        note at any time without penalty.
 
 Between
        October and November 2007, we secured approximately $350,000 in bridge
        financing, all of which was fully repaid in December 2007 with proceeds from
        the
        sale of our common stock and warrants.
  33
  Between
        December 2007 and February 2008, we raised gross proceeds of $3.687 million
        through the sale of 14,748,000 units consisting of 14,748,000 shares of common
        stock and warrants to purchase an additional 14,748,000 shares of common
        stock.
        The warrants are immediately exercisable at $0.35 per share and expire two
        years
        from the grant date. We incurred transaction-based fees of $8,750 together
        with
        warrants to purchase 35,000 shares of common stock at an exercise price of
        $0.35
        per share in connection with this transaction. These warrants are also
        immediately exercisable and have a term of two years.
 
 The
        forgoing sets forth the principal sources of our financing during the past
        twelve months. We do not currently maintain a line of credit or term loan
        with
        any commercial bank. To date, our capital needs have been principally met
        through the receipt of proceeds from sales of our equity and debt securities.
        Any cash balances in excess of our current operating requirements are invested
        in interest-bearing, investment-grade securities.
 
 As
        of the
        date of this report, we have cash resources of approximately $2.9 million.
        We
        currently use approximately $0.2 million per month to conduct operations
        and
        expect this amount will decrease in 2008. We
        believe that sales will continue to ramp up and contribute cash in fiscal
        2008
        and we have flexibility to adjust the level of research and development,
        marketing, selling and administrative expenses based on the availability
        of
        resources.
 
 Based
        on
        our current cash position, projected cash receipts, expenditures and level
        of
        operations, we believe we need to raise additional funds or renegotiate existing
        financing facilities in order to support our operations for the next twelve
        months and settle our existing secured convertible note payable which matures
        in
        September 2008. The amount of funding required will be determined by many
        factors, some of which are beyond our control, and we may require funding
        sooner
        than currently anticipated or to cover unforeseen expenses. We expect to
        raise
        any additional funding through the issuance of debt or equity securities
        or
        through renegotiation of existing financing facilities. The sale of additional
        equity securities will result in dilution to our shareholders. We have no
        commitment for any additional financing and we can provide no assurance that
        such financing will be available in an amount or on terms acceptable to us,
        if
        at all. If we are unable to obtain additional funds when they are needed
        or if
        such funds cannot be obtained on terms favorable to us or if we are unable
        to
        renegotiate existing financing facilities, we may be required to delay or
        scale
        back our operations, which could delay development and adversely affect our
        ability to generate future revenues.
 
 **Off-Balance
        Sheet Arrangements**
 
 As
        of
        December 31, 2007, we did not have any relationships with unconsolidated
        entities or financial partners, such as entities often referred to as structured
        finance or special purpose entities, that had been established for the purpose
        of facilitating off-balance sheet arrangements or other contractually narrow
        or
        limited purposes. As such, we are not materially exposed to any financing,
        liquidity, market or credit risk that could arise if we had engaged in such
        relationships.
  34
  **Item
                8.**
              **Financial
                  Statements and Supplementary
                  Data.**
  Our
        audited consolidated financial statements at December 31, 2007 and 2006 and
        for
        each of the years ended December 31, 2007 and 2006 respectively, begin on
        page
        F-1 of this report located immediately after the signature page.
  **Item
                9.**
              **Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure.**
  None.
  **Item
                9A(T).**
              **Controls
                  and Procedures**
 
 Disclosure
        Controls and Procedures .
 
 An
        evaluation of the effectiveness of our disclosure controls and procedures
        (as
        defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act
        of
        1934) was carried out by us under the supervision and with the participation
        of
        our Chief Executive Officer and Chief Financial Officer/Executive Vice
        President, who serve as our principal executive officer and principal financial
        officer, respectively. Based upon that evaluation, our Chief Executive Officer
        and Chief Financial Officer/Executive Vice President concluded that as of
        December 31, 2007, our disclosure controls and procedures were effective
        to
        ensure (i) that information we are required to disclose in reports that we
        file
        or submit under the Securities Exchange Act of 1934 is recorded, processed,
        summarized and reported within the time periods specified in the SEC’s rules and
        forms and (ii) that such information is accumulated and communicated to
        management, including our Chief Executive Officer and Chief Financial
        Officer/Executive Vice President, in order to allow timely decisions regarding
        required disclosure.
 
 Management’s
        Report on Internal Control over Financial Reporting .
 
 Our
        management is responsible for establishing and maintaining adequate internal
        controls over financial reporting as defined in Rule 13a-15(f) of the Securities
        Exchange Act of 1934. Our internal control system was designed to provide
        reasonable assurance regarding the reliability of financial reporting and
        the
        preparation of financial reporting and the preparation of financial statements
        for external purposes, in accordance with generally accepted accounting
        principals. Because of its inherent limitations, internal control over financial
        reporting may not prevent or detect misstatements. Also, projections of any
        evaluation of effectiveness to future periods are subject to the risk that
        controls may become inadequate because of changes in conditions, or that
        the
        degree of compliance with the policies or procedures may
        deteriorate.
 
 Our
        management, including our Chief Executive Officer and Chief Financial
        Officer/Executive Vice President, conducted an evaluation of the effectiveness
        of internal controls over financial reporting using the criteria set forth
        by
        the Committee of Sponsoring Organizations of the Treadway Commission in Internal
        Control – Integrated Framework. Based on its evaluation, our management
        concluded that our internal control over financial reporting was effective
        as of
        December 31, 2007.
  35
  This
        annual report does not include an attestation report of our registered public
        accounting firm regarding internal controls over 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.
 
 There
        have not been any changes in our internal control over financial reporting
        (as
        defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
        )
        that occurred during the fiscal quarter ended December 31, 2007 that have
        materially affected, or are reasonably likely to materially affect, our internal
        control over financial reporting.
 
 **Item
                9B.**
              **Other
                  Information.**
  None.
  **PART
        III**
 
 **Item
                10.**
              **Directors,
                  Executive Officers and Corporate Governance.**
 
 The
        following chart sets forth certain information about each of our directors
        and
        executive officers.
 
 Name
                
                Age
                
                Positions
                    HeldRory
                    Olson
                
                49
                
                Chairman
                    of the Board of Directors and Chief Executive OfficerAndrew
                    M. Gertler
                
                47
                
                DirectorF.
                    Bryson Farrill
                
                79
                
                DirectorSteve
                    Shaper
                
                71
                
                DirectorJoel
                    Leonoff
                
                44
                
                DirectorMitchell
                    Rosen
                
                49
                
                Executive
                    Vice President and Chief Financial OfficerMark
                    Wolinsky
                
                35
                
                Chief
                    Operating Officer
  The
        following is a brief summary of the business experience of each of the
        above-named individuals:
  **Rory
        Olson** ,
        49, has
        served as our Chief Executive Officer since June 26, 2006, and as Chairman
        of
        the Board of Directors of the Company’s since August 3, 2006. From March 2004
        until joining the Company, Mr. Olson served as Chief Operating Officer of
        Airborne Entertainment Inc., a Montreal, Canada based publisher of mobile
        entertainment content, including licensed brands, which are distributed through
        various wireless partners including Cingular, Verizon and Sprint. Between
        October 1999 and October 2002, Mr. Olson served as the President and Chief
        Executive Officer of Surefire Commerce, Inc., a public company that specialized
        in credit card and debit payment processing and risk management for internet
        gaming and online shopping companies. In 1998, as Chief Operating Officer
        of
        IMPACT Immedia, a Canadian public company, he oversaw the merger of Bell
        Canada's electronic commerce division into IMPACT Immedia, which created
        BCE
        Emergis which became a leading provider of electronic commerce solutions.
        In
        1995, he co-founded and served as Chief Executive Officer of Totalnet, Inc.,
        an
        internet service provider which grew to become Canada's largest private internet
        service provider before it was sold to IMPACT Immedia in 1996.
  36
  **Andrew
        M. Gertler** ,
        age 47,
        has been a director of the Company since August 2004 and served as President
        of
        the Company from August 2004 until June 26, 2006. Mr. Gertler is currently
        Vice
        President and Portfolio Manager at Lester Asset Management, a n
        independent investment management firm serving high net worth individuals,
        family trusts, foundations, and a select number of
 institutions. From
        2001 to March 2004, Mr. Gertler served as Managing Director of Gestion Jean-Paul
        Auclair Inc. a private equity firm. From 1997 to April 2001, he served as
        director and held various executive officer positions with Hudson Advisors
        Canada, a private Company which acted as a Real Estate Advisory Company and
        provided asset management services across Canada and the United States to
        both
        the Lone Star Opportunity Fund and the Brazos Opportunity Fund. He has also
        served as director of ProMetic Life Science, Inc., a biopharmaceutical company
        which is traded on the Toronto Stock Exchange (symbol PLI). Mr. Gertler holds
        a
        B.Comm from McGill University and an M.B.A. from the Richard Ivey School
        of
        Business at the University of Western Ontario.
 
 **F.
        Bryson Farrill** ,
        age 79,
        has been a director of the Company since February 2006. He is also currently
        a
        Senior Partner of Belgravia Financial, a European real estate investment
        company
        based in London, England, a position he has held since March 2001. Previously,
        Mr. Farrill was a member of the New York Stock Exchange. Prior to that, he
        held
        a variety of senior and executive-level positions, including President of
        McLeod
        Young Ltd., and Chairman with McLeod Young Weir International (now Scotia
        McLeod). He was also a member of the Executive Committee for McLeod Young
        Weir
        Ltd. While at McLeod Young Weir Ltd., Mr. Farrill was instrumental in rapidly
        growing the company and creating a significant international presence by
        opening
        offices in London, Paris, Zurich and Geneva, as well as establishing business
        strategies for Tokyo and Hong Kong. Mr. Farrill currently serves as an Advisor
        and/or Board Member of several leading companies, including Swiss Medica,
        Inc.,
        a public company that files reports with the SEC and whose shares are traded
        on
        the OTCBB, Balaton Group Inc., Power Technology, Inc., a public company that
        files reports with the SEC and whose shares are traded on the OTCBB, Crowflight
        Minerals Inc., and Devine Entertainment, Inc. a public company that files
        reports with the SEC and whose shares are traded on the Pink Sheets
        LLC.
  **Steve
        Shaper** ,
        71, has
        been a director of the Company since August 22, 2006. **** Mr.
        Shaper has been a partner with Convergent Investors, a private equity venture
        capital firm based in Houston, Texas since 2000. From 1997 to 2000, Mr. Shaper
        served as Chief Executive Officer of TeleCheck Services, Inc., a $420 million
        check guarantee and Verification Company based in Houston, Texas. Mr. Shaper
        was
        on the original board of directors of Payment Services Company, the Houston
        TeleCheck franchise which grew to be the largest franchise and eventually
        took
        over management of the entire TeleCheck system. He joined Payment Services
        full-time in 1987 as Executive Vice President of Marketing and was instrumental
        in its growth. Prior to TeleCheck, Mr. Shaper was an owner or partner in
        more
        than 30 manufacturing, distribution, and importing companies. Mr. Shaper
        is
        currently a board member of several companies in a variety of industries
        including Optimal Group, a public company whose shares are traded on Nasdaq
        and
        in Canada. Mr. Shaper earned a Mechanical Engineering degree from Rice
        University and an MBA from Harvard Business School.
  37
  **Joel
        Leonoff** ,
        44,
        served as Group Operations Director and Chief Operating Officer of Partygaming
        PLC, a public company that provides on-line gaming from May 2006 **** to
        May
        2007. Between 2004 and 2006, Mr. Leonoff served as an independent consultant
        to
        various companies. Between 1999 **** and
        2004,
        Mr. Leonoff served as a director, chief financial officer, and chief operating
        officer of Surefire Commerce Inc., a public company that specialized in credit
        card and debit payment processing and risk management for internet gaming
        and
        online shopping companies. From 1998 to 1999, he served as Senior Vice
        President, Sports and Entertainment Division, of BCE Emergis, an electronic
        commerce provider. Mr. Leonoff is a Chartered Accountant with a Bachelor
        of
        Commerce Degree (James McGill Award) and a Graduate Diploma in Public
        Accountancy (C.D. Mellor Award) from McGill University. In 2000, he was
        recognized by the Globe and Mail’s Canada Top 40 under 40 award, honoring
        Canadians for their vision, leadership, innovation, achievement, and community
        involvement.
 
 **Mitchell
        Rosen** ,
        49, **** has
        served as the Executive Vice President of the Company since July 1, 2006
        and
        Chief Financial Officer of the Company since April 30, 2007. From September
        2004
        until joining the Company, Mr. Rosen served as an investor, independent advisor
        and consultant to numerous businesses engaged in various industries including
        manufacturing and distribution, regarding strategic planning. From February
        2002
        until September 2004, he served as Director of Non-Ferrous Metals for Triple
        M
        Metal, the largest scrap metal processor in Canada. From September 2000 until
        February 2002, Mr. Rosen served as an independent consultant and advisor
        to
        various businesses regarding strategic planning. From 1989 until 2000, Mr.
        Rosen
        served as the Chief Financial Officer and later Chief Operating Officer of
        Dominion Metal & Refining Works Ltd., a Quebec, Canada based metal
        processing and trading company. Mr. Rosen is a Chartered Accountant and worked
        in public accounting for seven years. Mr. Rosen also earned a Bachelor of
        Commerce degree from McGill University.
 
 **Mark
        Wolinsky** ,
        35, has
        served as the Chief Operating Officer of the Company since July 1, 2006.
        From
        September 2004 until joining the Company, Mr. Wolinsky had been the principal
        of
        Maximus Group, a business strategy and financing consultancy firm focused
        on
        advising early stage and middle market technology and telecommunications
        companies. In 2001, Mr. Wolinsky co-founded and served as the Co-Chief Executive
        Officer of Spotnik Mobile, Inc., which became one of Canada’s leading wireless
        internet companies. During his tenure, Mr. Wolinsky obtained venture capital
        financing and grew the company to become one of the largest service providers
        of
        its kind in Canada at the time it was sold to Telus Corporation, Canada’s second
        largest telecommunications company, in August 2004. Prior to founding Spotnik,
        from 1999 until 2001, Mr. Wolinsky served as Senior Consultant in the strategic
        advisory group of Adventis, a Boston based international consulting firm
        where
        he focused on evaluating and commercializing new market and business
        opportunities, as well as turnaround strategies, for Fortune 500 companies.
        Mr.
        Wolinsky earned a Master of Business Administration from the Richard Ivey
        School
        of Business at the University of Western Ontario and a Bachelor of Arts from
        the
        University of Western Ontario.
  38
  **Code
        of Business Conduct and Ethics**
  We
        have
        adopted a Code of Business Conduct and Ethics that applies to our principal
        executive officer, principal financial officer, principal accounting officer
        or
        controller, and persons performing similar functions. Our Code of Business
        Conduct and Ethics is designed to deter wrongdoing and promote: (i) honest
        and
        ethical conduct, including the ethical handling of actual or apparent conflicts
        of interest between personal and professional relationships; (ii) full, fair,
        accurate, timely and understandable disclosure in reports and documents that
        we
        file with, or submit to, the SEC and in other public communications that
        we
        make; (iii) compliance with applicable governmental laws, rules and regulations;
        (iv) prompt internal reporting of violations of the code to an appropriate
        person or persons identified in the code; and (v) accountability for adherence
        to the code. A copy of our Code of Business Conduct and Ethics is
        available **** in
        print
        without charge to any person who sends a request to the office of the Secretary
        of the Company at 3500 De Maisonneuve West, 2 Place Alexis Nihon Suite 1650,
        Montreal, Quebec, Canada.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section
        16(a) of the Exchange Act requires that our officers and directors and persons
        who beneficially own more than 10% of our common stock file initial reports
        of
        ownership and reports of changes in beneficial ownership of our common stock
        with the SEC. They are also required to furnish us with copies of all Section
        16(a) forms that they file with the SEC. Based solely on our review of the
        copies of such forms received by us, or written representations from such
        persons that no reports were required for those persons, we believe that
        all
        Section 16(a) filing requirements were satisfied in a timely fashion during
        our
        fiscal year ended December 31, 2007, except that Mr. Brookshire failed to
        timely
        file a Form 3 upon being appointed to serve as an executive officer of the
        Company, and each of Messrs. Olson, Rosen, Wolinsky, Brookshire, Shaper,
        Gertler, Denommee, and Farrill failed to timely file a Form 4 reporting options
        granted in October, 2007.
  **Security
        Holder Nominations of Directors**
 
 As
        reported on Form 10-K for the year-ended December 31, 2006, our Board of
        Directors has formed a Nominating Committee. Since that time, neither the
        Nominating Committee nor the Board of Directors has implemented any changes
        to
        the procedures by which security holders may recommend nominees to serve
        as
        directors of the Company.
  39
  **Audit
        Committee Financial Expert**
 
 Our
        board
        of directors maintains a separately designated audit committee. The members
        of
        the audit committee are Joel Leonoff, F. Bryson Farrill, Andrew Gertler and
        Steve Shaper. On January 21, 2008, F. Bryson Farrill relinquished his position
        as Chair of the Audit Committee and Joel Leonoff was appointed as his
        replacement. **** Since
        our
        inception, we have conducted limited operations, have had a limited number
        of
        employees, and generated limited revenues. In light of the foregoing, and
        the
        need to conserve our financial resources to execute our business plan, our
        Board
        of Directors concluded that the benefits of retaining an individual who
        qualifies as an “audit committee financial expert,” would be outweighed by the
        costs of retaining such a person. As a result, no member of our Board of
        Directors qualifies as an “audit committee financial expert **.”**
  40


**Item
              11.**
            **Executive
                Compensation.**





**SUMMARY
      COMPENSATION TABLE**





The
      following table sets forth the compensation for the fiscal years ended December
      31, 2007 and 2006 for services to us in all capacities, of our principal
      executive officer and our two most highly compensated executive officers other
      than our principal executive officer who were serving as executive officers
      as
      of December 31, 2007 (the “named executive officers”):





Name
                and Principal
              Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)(2)
            
            Option
              Awards
              ($)(3)
            
            Total
              ($)Rory
                Olson (1)
            
            
            2007
            
            
            39,460
            
            
            2,970
            
            
            —
            
            
            4,239,520
            
            
            4,281,950Chief
                Executive Officer
            
            
            2006
            
            
            —
            
            
            
            
            
            1,200,000
            
            
            2,741,715
            
            
            3,941,715Mitchell
                Rosen (1)
            
            
            2007
            
            
            238,035
            
            
            2,970
            
            
            —
            
            
            1,352,802
            
            
            1,593,807Executive
                Vice President
            
            
            2006
            
            
            79,341
            
            
            
            
            
            —
            
            
            1,044,771
            
            
            1,124,112Mark
                Wolinsky (1)
            
            
            2007
            
            
            224,033
            
            
            2,970
            
            
            —
            
            
            1,210,134
            
            
            1,437,137Chief
                Operating Officer
            
            
            2006
            
            
            77,137
            
            
            
            
            
            —
            
            
            627,285
            
            
            704,422





(1)
            Messrs.
                Olson, Rosen and Wolinsky began serving as executive officers of
                the
                Company on June 26, 2006.


(2)
            The
                assumptions used in calculating the value of the stock awards are
                set
                forth in note 8 of our consolidated financial
                statements.


(3)
            The
                assumptions used in calculating the value of the option awards are
                set
                forth in note 9 of our consolidated financial
                statements.




41




**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR−END TABLE**





The
      following table sets forth information regarding unexercised stock options,
      unvested restricted stock, and equity incentive plan awards for each named
      executive officers outstanding as of December 31, 2007:




Option awardsName
            
            Number of securities
              underlying
              unexercised options
              (#)
              exercisable
            
            Number of
              securities
              underlying
              unexercised
              options
              (#)
              unexercisable
            
            Option exercise
              price
              ($)
            
            Option
              expiration dateRory
                Olson
            
            
            3,625,000
            
            
            
            
            
            0.50
            
            
            10/11/12
            (1)3,625,000
            
            
            
            
            
            0.65
            
            
            10/14/12
            (2)0
            
            
            200,000
            
            
            0.30
            
            
            12/11/12
            (3)Mitchell
                Rosen
            
            
            1,000,000
            
            
            
            
            
            0.50
            
            
            10/11/12
            (1)1,000,000
            
            
            
            
            
            0.65
            
            
            10/14/12
            (2)0
            
            
            200,000
            
            
            0.30
            
            
            12/11/12
            (3)Mark
                Wolinsky
            
            
            1,000,000
            
            
            
            
            
            0.50
            
            
            10/11/12
            (1)1,000,000
            
            
            
            
            
            0.65
            
            
            10/14/12
            (2)0
            
            
            200,000
            
            
            0.30
            
            
            12/11/12
            (3)





(1)
            The
                stock options were granted on October 12, 2007 and vested immediately
                upon
                grant.


(2)
            The
                stock options were granted on October 15, 2007 and vested immediately
                upon
                grant.


(3)
            The
                stock options were granted on December 12, 2007 and vest in four
                equal
                quarterly installments over a one year
                period.





**Narrative
      Disclosure to Summary Compensation and Outstanding Equity Awards at Fiscal
      Year-End Tables**





During
      2007, we had a written employment agreement with each of our named executive
      officers. These agreements, which vary in term, provide for, among other things,
      a base salary, discretionary bonus and participation in our stock option plan.
      Each of the employment agreements contains standard and customary
      confidentiality provisions and provides for severance payments to the executive
      officer in certain circumstances. For a more complete description of these
      agreement please see **“Employment
      Agreements, Option Agreements, Change of Control and Severance
      Payments”** below.





On
      October 12, 2007, we issued options to our named executive officers to purchase
      an aggregate of 5,625,000 shares of common stock at an exercise price of $0.50
      per share, the last sales price of our shares on the date of grant. The options
      were fully vested and exercisable upon grant and terminate five years from
      the
      date of grant. On October 15, 2007, we issued options to our named executive
      officers to purchase an aggregate of 5,625,000 shares of common stock at an
      exercise price of $0.65 per share, the last sales price of our shares on the
      date of grant. The options were fully vested and exercisable upon grant and
      terminate five years from the date of grant. These options were issued in
      exchange for the named executive officers’ surrender for cancellation of
      outstanding options to purchase an aggregate of 6,500,000 shares of common
      stock. 6,300,000 of the options surrendered for cancellation were exercisable
      at
      $2.00 per share, had termination dates in June 2011, and 50% of such options
      remained subject to vesting. The remaining 200,000 options surrendered were
      exercisable at $2.39 per share, terminated in August 2011 and two-thirds of
      the
      options remained subject to vesting. For a more complete description of the
      options issued to our named executive officers, please see **“Employment
      Agreements, Option Agreements, Change of Control and Severance
      Payments”** below.




42




**DIRECTOR
      COMPENSATION**





The
      following table sets forth the compensation for 2007 for those persons who
      served as members of our Board of Directors during 2007





Name(1)
            
            Fees earned or paid in
              cash
              ($)
            
            Option Awards (2)
              ($)
            
            Total
              ($)Paul
                Denommee (3)
            
            
            3,000
            
            
            45,331(4
            )
            
            48,331F.
                Bryson Farrill
            
            
            6,000
            
            
            91,928(5
            )
            
            97,928Steve
                Shaper
            
            
            6,000
            
            
            386,882(6
            )
            
            392,882Andrew
                Gertler
            
            
            6,000
            
            
            314,533(7
            )
            
            320,533Joel
                Leonoff
            
            
            -
            
            
            2,267
                (8
            )
            
            2,267





(1)
            Rory
                Olson is not listed in the above table because he does not receive
                any
                additional compensation for serving on our board of directors.


(2)
            The
                assumptions used in calculating the value of the option awards are
                set
                forth in note 9 of our consolidated financial
                statements.


(3)
            On
                December 16, 2007, we accepted the resignation of Mr. Denommee as
                director.


(4)
              As
                  of December 31, 2007, Mr. Denommee held options to purchase 100,000
                  shares
                  of common stock all of which were exercisable. 50,000 of the options
                  have
                  an exercise price of $0.50 per share and the remaining 50,000 have
                  an
                  exercise price of $0.65 per share. All 100,000 options expire two
                  years
                  from the date of resignation.


(5)
            As
                of December 31, 2007, Mr. Farrill held options to purchase 200,000
                shares
                of common stock all of which were exercisable. 100,000 of the options
                have
                an exercise price of $0.50 and expire October 11, 2012. The remaining
                100,000 options have an exercise price of $0.65 and expire October
                14,
                2012.


(6)
            As
                of December 31, 2007, Mr. Shaper held options to purchase 300,000
                shares
                of common stock all of which were exercisable. 150,000 of the options
                have
                an exercise price of $0.50 and expire October 11, 2012. The remaining
                150,000 options have an exercise price of $0.65 and expire October
                14,
                2012.


(7)
            As
                of December 31, 2007, Mr. Gertler held options to purchase 750,000
                shares
                of common stock all of which were exercisable. 375,000 of the options
                have
                an exercise price of $0.50 and expire October 11, 2012. The remaining
                375,000 options have an exercise price of $0.65 and expire October
                14,
                2012.




43


(8)  As
      of
      December 31, 2007, Mr. Leonoff held options to purchase 250,000 shares of common
      stock none of which were exercisable. The options have an exercise price of
      $0.30, vest in four equal semiannual installments, the first vesting date being
      June 12, 2008 and expire in December 2012. **Narrative
      To Director Compensation Table**





In
      2007,
      we paid our directors a fee of $3,000 per quarter (except that Mr. Denommee
      was
      paid $1,500 per quarter) to serve on our board of directors and we reimbursed
      them for reasonable expenses in connection with attending board and board
      committee meetings. In December 2007, upon his resignation, Mr. Denommee waived
      his director fees for the quarters ended September 30, 2007 and December 31,
      2007. In exchange, we waived certain clauses in his option agreement with
      respect to resignation and termination of services and approved that all 100,000
      options previously granted to him expire two years from the date of resignation.
      In January 2008, in exchange for the waiver of the director fees for the
      quarters ended September 30, 2007 and December 31, 2007, we issued to each
      of
      Messrs. Gertler, Farrill and Shaper options to purchase 18,000 shares of common
      stock at an exercise price of $0.30 per share. The options vest in four equal
      quarterly installments over a one year period, the first vesting date being
      April 21, 2008 and expire January 20, 2013. Effective January 2008, we will
      pay
      our directors a quarterly fee of $1,250. Directors do not receive any
      compensation for serving on a board committee.





In
      addition to the fees and options described above, we issued additional options
      to our directors to purchase our common stock. Specifically, on October 12,
      2007, we issued options to purchase 50,000, 150,000, 100,000, and 375,000 shares
      of common stock to Paul Denommee, Steve Shaper, F. Bryson Farrill and Andrew
      Gertler, respectively, at an exercise price of $0.50 per share, the last sales
      price of our shares on the date of grant. The options were fully vested and
      exercisable upon grant and terminate five years from the date of grant. On
      October 15, 2007, we issued options to purchase 50,000, 150,000, 100,000, and
      375,000 shares of common stock to Paul Denommee, Steve Shaper, F. Bryson Farrill
      and Andrew Gertler, respectively, at an exercise price of $0.65 per share,
      the
      last sales price of our shares on the date of grant. The options were fully
      vested and exercisable upon grant and terminate five years from the date of
      grant. These options were issued in exchange for the directors’ surrender for
      cancellation of outstanding options to purchase an aggregate of 1,485,000 shares
      of common stock. The options surrendered for cancellation were exercisable
      at
      prices between $1.00 and $2.43 per share, had termination dates between August
      2010 and August 2011, and 287,500 of such options remained subject to vesting.
      In December 2007, we granted 250,000 options to Joel Leonoff upon his
      appointment as director of the Company. The options are exercisable at $0.30
      per
      share, the last sales price of our shares on the date of grant. For a more
      complete description of the options issued to our named executive officers,
      please see **“Employment
      Agreements, Option Agreements, Change of Control and Severance
      Payments”** below.





**Employment
      Agreements, Option Agreements, Change of Control and Severance Provisions**





Rory
      Olson .
      On June
      26, 2006, we entered into an agreement with Rory Olson to serve as the Chief
      Executive Officer of the Company for a term of 18 months, which was subsequently
      renewed for an additional 12 months. The agreement is non-exclusive but requires
      Mr. Olson’s service to us to be his primary focus and prohibits him from
      providing services to any competitor of the Company. Pursuant to the agreement,
      we issued 500,000 shares of restricted common stock to Mr. Olson which vested
      in
      equal quarterly installments over 18 months. Pursuant to a letter agreement
      dated October 17, 2007, Mr. Olson was entitled to an annual salary of
      Cdn$300,000, commencing October 1, 2007. Mr. Olson waived his monthly salary
      for
      November 2007. The agreement contains standard and customary confidentiality
      provisions, provides for a discretionary performance bonus, participation in
      any
      Company insurance plans, reimbursement of expenses, and four weeks of vacation.
      The agreement may be terminated by Mr. Olson upon three months written notice,
      by us at any time for cause (defined to include material breach of the
      agreement, bankruptcy, fraud, gross negligence, willful malfeasance or criminal
      conviction), without cause, or in the event that Mr. Olson becomes disabled.


44





Mitchell
      Rosen .
      On June
      26, 2006, we entered into an employment agreement with Mitchell Rosen to serve
      as the Executive Vice President of the Company effective July 1, 2006 for a
      term
      of three years, subject to automatic renewal for successive one year terms
      unless earlier terminated by us upon not less than 90 days prior written notice.
      Effective April 30, 2007, Mr. Rosen was also appointed Chief Financial Officer
      of the Company. Mr. Rosen’s employment agreement provided for a monthly base
      salary of Cdn$15,000, increasing to Cdn$20,000 after completion of six months
      of
      employment, an annual bonus of equal to up to 100% of the annual base salary
      based on achievement of individual and Company goals, and participation in
      any
      benefit plan adopted by us. We may terminate the agreement at any time as a
      result of Mr. Rosen becoming disabled or for cause (defined to include material
      breach of the agreement, fraud, gross negligence, willful malfeasance or
      criminal conviction). Mr. Rosen’s employment may be terminated without cause by
      payment of severance equal to 12 months base salary which after two years of
      employment, increases by two months for each additional full or partial year
      of
      employment to a maximum of 18 months. The agreement contains standard and
      customary confidentiality, work made for hire, non-competition, and
      non-solicitation provisions which prohibit Mr. Rosen from becoming a
      stockholder, officer, director, employee or partner in any competing business,
      from soliciting any present or prospective customer to cease doing business
      with
      us, and from soliciting any employee to leave the employ of the Company for
      a
      period of five years after termination of employment.





Mark
      Wolinsky .
      On June
      26, 2006, we entered into an employment agreement with Mark Wolinsky to serve
      as
      the Chief Operating Officer of the Company effective July 1, 2006 for a term
      of
      three years, subject to automatic renewal for successive one year terms unless
      earlier terminated by us upon not less than 90 days prior written notice. The
      agreement provided for an annual base salary of Cdn$175,000, an annual bonus
      of
      equal to up to 100% of the annual base salary based on achievement of individual
      and Company goals, and participation in any benefit plan adopted by us.
      Effective January 1, 2007, Mr. Wolinsky’s annual base salary was increased to
      Cdn$225,000. We may terminate the agreement at any time as a result of Mr.
      Wolinsky becoming disabled or for cause (defined to include material breach
      of
      the agreement, fraud, gross negligence, willful malfeasance or criminal
      conviction). We may terminate Mr. Wolinsky’s employment without cause by payment
      of severance equal to 12 months base salary which after two years of employment,
      increases by two months for each additional full or partial year of employment
      to a maximum of 18 months. In the event of termination or resignation, public
      resales of shares issued under the options in any month during the 18 month
      period after termination are limited to no more than 10% of the trading volume
      of our shares during the prior month. The agreement contains standard and
      customary confidentiality, work made for hire, non-competition, and
      non-solicitation provisions which prohibit Mr. Wolinsky from becoming a
      stockholder, officer, director, employee or partner in any competing business,
      from soliciting any present or prospective customer to cease doing business
      with
      us, and from soliciting any employee to leave the employ of the Company for
      a
      period of 18 months years after termination of employment.


45




Salary
      Reductions .
      Effective December 1, 2007, the base salaries of Mr. Olson, Mr. Rosen and Mr.
      Wolinsky were reduced to Cdn$165,000 per annum. In exchange for this salary
      reduction, on December 12, 2007, we issued options to each of Mr. Olson,
      Mr. Rosen and Mr. Wolinsky to purchase 200,000 shares of common stock at an
      exercise price of $0.30 per share, the last sales price of our shares on the
      date of grant. These options vest in equal quarterly installments over a
      one-year term and expire five years from the date of grant. We have agreed
      to
      register the public resale of the shares of common stock issuable upon exercise
      of these options.





Option
      Agreements .
      As
      described above, on October 12, 2007, we issued options to our named executive
      officers and directors to purchase an aggregate of 6,300,000 shares of common
      stock (the “Initial D&O Options”). The Initial D&O Options have an
      exercise price of $0.50 per share, were fully vested and exercisable in full
      upon grant, and terminate five years from the date of grant. The Initial D&O
      Options contain lock-up provisions which provide that (i) prior to April 12,
      2008, no shares of common stock issued upon exercise of the Initial D&O
      Options may be sold, and (ii) on or after April 12, 2008 and prior to October
      12, 2008, 50% of the shares of common stock issued upon exercise of the Initial
      D&O Options may be sold. The Initial D&O Options also contain a
      repurchase right pursuant to which we can repurchase certain of the shares
      of
      common stock issued upon exercise of the Initial D&O Options at the exercise
      price in the event the holder resigns or is terminated for cause as follows:
      (A)
      if such for cause termination occurs prior to April 12, 2008, we can repurchase
      all shares issued upon exercise of the Initial D&O Options; (B) if
      resignation occurs prior to October 12, 2008, we can repurchase 50% of the
      shares issued upon exercise of the Initial D&O Options and (C) if such for
      cause termination occurs on or after April 12, 2008 and prior to October 12,
      2008, we can repurchase 50% of the shares issued upon exercise of the Initial
      D&O Options.





In
      the
      event any of the named executive officers or directors are terminated without
      cause, the Initial D&O Options may be exercised for a period of two years
      following termination. In the event any of the named executive officers or
      directors are terminated for cause, then the Initial D&O Options immediately
      terminate. If any of the named executive officers or directors resign prior
      to
      October 12, 2008, then the Initial D&O Options may be exercised for 50% of
      the shares of common stock issuable under such option for a period of thirty
      days following resignation. If any of the named executive officers or directors
      resign on or after October 12, 2008, then the Initial D&O Options may be
      exercised for a period of thirty days following the resignation.


46




As
      described above, on October 15, 2007, we issued options to our named executive
      officers and directors to purchase an aggregate of 6,300,000 shares of common
      stock (the “Additional D&O Options”). The Additional D&O Options have an
      exercise price of $0.65 per share, were fully vested and exercisable in full
      upon grant, and terminate five years from the date of grant. The Additional
      D&O Options contain lock-up provisions which provide that (i) prior to April
      15, 2009, no shares of common stock issued upon exercise of the Additional
      D&O Options may be sold, and (ii) on or after April 15, 2009 and prior to
      October 15, 2009, 50% of the shares of common stock issued upon exercise of
      the
      Additional D&O Options may be sold. The Additional D&O Options also
      contain a repurchase right pursuant to which we can repurchase certain of the
      shares of common stock issued upon exercise of the Additional D&O Options at
      the exercise price in the event the holder resigns, dies or is terminated as
      follows: (A) if the holder resigns or is terminated for cause prior to April
      15,
      2009, we can repurchase all shares issued upon exercise of the Additional
      D&O Options; (B) if the holder resigns or is terminated for cause on or
      after April 15, 2009 and prior to October 15, 2009, we can repurchase 50% of
      the
      shares issued upon exercise of the Additional D&O Options; and (C) if the
      holder dies or is terminated without cause prior to October 15, 2008, we can
      repurchase all shares issued upon exercise of the Additional D&O Options.





In
      the
      event any of the named executive officers or directors are terminated without
      cause prior to October 15, 2008 or are terminated for cause at any time, the
      Additional D&O Options shall immediately terminate. In the event any of
      named executive officers or directors are terminated without cause on or after
      October 15, 2008, the Additional D&O Options may be exercised for a period
      of two years following termination. If any of the named executive officers
      or
      directors resign on or after April 15, 2009 but prior to October 15, 2009,
      then
      the Additional D&O Options may be exercised for 50% of the shares of common
      stock issuable under such option for a period of thirty days following
      resignation. If any of the named executive officers or directors resign on
      or
      after October 15, 2009, then the Additional D&O Options may be exercised for
      a period of thirty days following the resignation.





Change
      of Control Provisions .
      The
“Change of Control” provisions of the Initial D&O Options and the Additional
      D&O Options are consistent with the “Change of Control” provisions under our
      2007 Stock Incentive Plan, which are more fully described in **Item
      12** below
      under the caption “ **2007
      Stock Incentive Plan.** ”





**Item 12.**
            **Security
                Ownership of Certain Beneficial Owners and Managements and Related
                Stockholder Matters**





The
      following table sets forth, as of March 25, 2008, information with respect
      to
      the securities holdings of all persons that the Company, pursuant to filings
      with the SEC and the Company’s stock transfer records, has reason to believe may
      be deemed the beneficial owner of more than five percent (5%) of the Common
      Stock. The following table also sets forth, as of such date, the beneficial
      ownership of the Common Stock by all current officers and directors of the
      Company, both individually and as a group, and all persons nominated to serve
      as
      directors of the Company.





The
      beneficial owners and amount of securities beneficially owned have been
      determined in accordance with Rule 13d-3 under the Exchange Act and, in
      accordance therewith, includes all shares of our common stock that may be
      acquired by such beneficial owners within 60 days of March 25, 2008 upon the
      exercise or conversion of any options, warrants or other convertible securities.
      This table has been prepared based on 69,952,749 shares of common stock
      outstanding on March 25, 2008. Unless otherwise indicated, each person or entity
      named below has sole voting and investment power with respect to all common
      stock beneficially owned by that person or entity, subject to the matters set
      forth in the footnotes to the table below, and has an address at Stock-Trak
      Group, Inc., 3500 De Maisonneuve West, 2 Place Alexis Nihon, Suite 1650,
      Montreal, Quebec, Canada, H3Z 3C1.


47





Name
                and Address of Beneficial Owner
            
            Amount and Nature
                of BeneficialOwnership
            
            Percentage
              of
                ClassRory
                Olson
            
            
            10,048,000
            (1)
            
            14.4
            %Andrew
                Gertler
            
            
            790,000
            (2)
            
            1.1
            %F.
                Bryson Farrill
            
            
            200,000
            (3)
            
            *Joel
                Leonoff
            
            
            800,000
            (4)
            
            1.1
            %Steve
                Shaper
            
            
            600,000
            (5)
            
            *Mitchell
                Rosen
            
            
            2,850,000
            (6)
            
            4.1
            %Mark
                Wolinsky
            
            
            2,050,000
            (7)
            
            2.9
            %William
                Friedman, Trustee
              3350
                Victoria Park Avenue
              Suite
                1
              Toronto,
                Ontario M5H 2N5
            
            
            5,500,000
            
            
            7.9
            %Blue
                Moon Holdings Ltd
              3700
                Steeles Avenue West
              Woodbridge,
                Ontario L4L 8K8
            
            
            5,791,667
            
            
            8.3
            %All
                directors and executive officers as a group
              (7
                persons)
            
            
            17,338,000
            (8)
            
            24.9
            %


_____________________





*  Less
      than
      one percent (1%).





(1)  Includes
      7,300,000 shares issuable upon exercise of outstanding options. Does not include
      150,000 shares issuable upon exercise of options subject to vesting.





(2)  Includes
      750,000 common shares issuable upon the exercise of outstanding options. Does
      not include 18,000 shares issuable upon exercise of options subject to
      vesting.


48





(3)  Includes
      shares issuable upon exercise of outstanding options. Does not include 18,000
      shares issuable upon exercise of options subject to vesting.





(4)  Does
      not
      include 250,000 shares issuable upon exercise of options subject to
      vesting.





(5)  Includes
      300,000 shares issuable upon exercise of outstanding options. Does not include
      18,000 shares issuable upon exercise of options subject to vesting.





(6)  Includes
      2,050,000 shares issuable upon exercise of outstanding options. Does not include
      150,000 shares issuable upon exercise of options subject to vesting.





(7)  Includes
      shares issuable upon the exercise of outstanding options. Does not include
      150,000 shares issuable upon exercise of options subject to
      vesting.





(8)  Includes
      12,650,000 of shares issuable upon exercise of outstanding options.





**Equity
      Compensation Plan Information**




The
      following table sets forth information regarding the number of stock options,
      warrants, rights and similar securities that were outstanding at December 31,
      2007 under equity compensation plans.





Number
                of
              securities
                to be issued upon
              exercise
                of outstanding
              options, warrants
              and
                rights
              (a)
            
            Weighted-
              average
              exercise
                price
              of outstanding
                options,
              warrants
                and
              rights
              (b)
            
            Number
                of
              securities
              remaining available
                for future issuance
              under equity
                compensation plans (excluding
              securities reflected
              in column (a))
              (c)Equity
                compensation plans approved by security
                holders2005
                Amended Stock Plan
            
            
            180,000
            
            $
            2.00
            
            
            2,835,000
                (1
            )Equity
                compensation plans not approved by security holders:2007
                Stock Incentive Plan
            
            
            3,640,000
            
            $
            0.51
            
            
            2,360,000
                (2
            )Stock
                options issued to directors, officers and advisors
            
            
            12,700,000
            
            $
            0.575
            
            
            N/AWarrants
                issued to business partner and consultants
            
            
            1,227,000
            
            $
            2.13
            
            
            N/ATotal
            
            
            **17,747,000**
            
            $
            **0.68**
            
            
            **5,195,000**




49





(1)
            Under
                the terms of the Amended 2005 Stock Plan, these shares of common
                stock may
                be awarded in the form of stock options, warrants, stock appreciation
                rights, restricted stock, restricted stock units, unrestricted stock,
                and
                other equity-based or equity-related
                awards.





(2)
            Under
                the terms of the 2007 Stock Incentive Plan, these shares of common
                stock
                may be awarded in the form of stock options, stock appreciation rights,
                restricted stock awards, restricted stock units, unrestricted stock
                awards, and other equity-based or equity related
                awards.





**Stock
      Options Issued to Directors and Officers**




A
      description of the stock options issued to our directors and officers that
      were
      outstanding at December 31, 2007 is set forth in **Item
      11** above
      under the caption **“Employment
      Agreements, Option Agreements, Change of Control and Severance Provisions.”**




**Warrants
      Issued to Consultants**




During
      the fourth quarter of 2006, we issued warrants to purchase 172,000 shares of
      our
      common stock for consulting services in connection with the private offering
      of
      units during the fourth quarter of 2006. The warrants have an exercise price
      of
      $2.50 per share, a term of two years, and are immediately exercisable in full.
      In the event of a consolidation or merger in which we are not the surviving
      corporation, lawful provision shall be made so that upon exercise of the warrant
      the holder shall be entitled to receive the number of shares of stock or other
      securities or property of the successor entity that such holder would have
      been
      entitled to receive if the warrant had been exercised immediately prior to
      such
      transaction, and the surviving corporation shall assume the obligations and
      liabilities of the warrant, subject to modifications as the board of directors
      in good faith deems appropriate.




On
      December 22, 2006, we issued a warrant to Investa Solutions to purchase up
      to
      750,000 shares of our common stock. The warrant has an exercise price of $2.50
      per share and terminates two years after the date of grant. The warrant vests
      in
      accordance with the following schedule: (i) 250,000 shares when the closing
      price of our common stock equals or exceeds $2.50 per share for a period of
      ten
      consecutive trading days; (ii) an additional 250,000 shares when the closing
      price of our common stock equals or exceeds $3.75 per share for a period of
      ten
      consecutive trading days; and (iii) the remaining 250,000 shares when the
      closing price of our common stock equals or exceeds $5.75 per share for a period
      of ten consecutive trading days.




50


During
      the first quarter of 2007, we issued warrants to purchase 20,000 shares of
      our
      common stock for consulting services in connection with the private offering
      of
      units during the first quarter of 2007. The warrants have an exercise price
      of
      $2.50 per share, a term of two years, and are immediately exercisable in full.
      In the event of a consolidation or merger in which we are not the surviving
      corporation, lawful provision shall be made so that upon exercise of the warrant
      the holder shall be entitled to receive the number of shares of stock or other
      securities or property of the successor entity that such holder would have
      been
      entitled to receive if the warrant had been exercised immediately prior to
      such
      transaction, and the surviving corporation shall assume the obligations and
      liabilities of the warrant, subject to modifications as the board of directors
      in good faith deems appropriate.




In
      December 2007, we issued warrants to purchase 35,000 shares of our common stock
      for consulting services in connection with the private offering of units during
      the fourth quarter of 2007. The warrants have an exercise price of $0.35 per
      share, a term of two years, and are immediately exercisable in full. The terms
      of the warrants are in the same form as the warrants to purchase 2,136,000
      shares of our common stock as described under “Recent Sales of Unregistered
      Securities”.




**Warrants
      Issued to Business Partner**





A
      description of the warrant issued to Creata Promotions (USA), Inc., is set
      forth
      in note 8 (b) of our consolidated financial statements beginning on Page F-1
      of
      this report.





**2007
      Stock Incentive Plan**





In
      2007,
      our board of directors adopted the Stock-Trak Group, Inc (formerly Neutron
      Enterprises, Inc.) 2007 Stock Incentive Plan (the “2007 Plan”). As of December
      31, 2007, we have issued options under the 2007 Plan to purchase
      3,640,000 **** shares
      of
      our common stock . The
      major
      features of the 2007 Plan are summarized below, which summary is qualified
      in
      its entirety reference to by the actual text of the Plan.





Administration .
      The
      Plan is administered by our Board of Directors (the “Board”). The Board has full
      and final authority to interpret the 2007 Plan, select the persons to whom
      awards can be granted, and determine the amount and terms of any award. The
      Board may delegate authority to appropriate committees of the
      Board.




Eligible
      Participants .
      In
      general, eligible participants under the 2007 Plan include employees, officers,
      directors, consultants and advisors of the Company or its subsidiaries. Grants
      of options under the 2007 Plan are at the sole discretion of the Board or the
      committee, taking into account such factors as the Board or committee deems
      relevant.




Shares
      Available for Award .
      The
      aggregate number of shares of common stock which are available for awards under
      the 2007 Plan will not exceed 6,000,000 shares. The 2007 Plan provides for
      appropriate adjustments to the shares available under the 2007 Plan and the
      awards under the 2007 Plan in the event of a merger, consolidation,
      recapitalization, stock split, combination of shares, stock dividend or similar
      transaction involving the Company.




51


Types
      of Awards .
      The
      2007 Plan authorizes the issuance of stock options, stock appreciation rights
      (“SARs”), restricted stock awards, restricted stock units, unrestricted stock
      awards and other equity based or equity related awards.




**Stock
      Options** issued
      under the 2007 Plan may take the Form of an incentive stock option (“ISO”)
      which complies with the requirements of Section 422 of the Internal Revenue
      Code of 1986, as amended (the “Code”) or so-called “non-qualified stock options”
that are not intended to so qualify. Although the 2007 Plan provides for the
      issuance of ISO’s, since the 2007 Plan was not approved by our stockholders’, we
      cannot issue ISO’s unless and until we obtain the requisite shareholder
      approval. The terms of any stock option grant under the 2007 Plan are set forth
      in the plan agreement and determined by the Board or committee. Anyone eligible
      to participate in the 2007 Plan may receive a grant of non-qualified stock
      options. Only employees of the Company and our subsidiaries may receive a grant
      of an ISO.




The
      Board
      or committee determines the period during which stock options are exercisable,
      subject to the limitation that term be no more than 10 years, unless granted
      to
      a person who holds more than 10% of the total combined voting power of all
      classes of our outstanding stock, in which case, such option must be exercised
      no later than five years from the date of grant.




The
      vesting period and exercise price per share of an option will be determined
      by
      the Board or committee except that the exercise price per share for a
      non-qualified stock option may not be less than 100% of the fair market value
      of
      a share of common stock on the date of grant. The exercise price per share
      for
      an ISO must be at least equal to the fair market value of a share of common
      stock on the date of grant unless granted to a person who holds more than 10%
      of
      the total combined voting power of all classes of stock of the Company or any
      of
      our subsidiaries, in which case, the exercise price per share must be no less
      than 110% of the fair market value of a share of common stock on the date of
      grant. To the extent that the aggregate fair market value of shares of common
      stock, determined on the date of grant, with respect to which ISOs become
      exercisable for the first time by a participant during any calendar year exceeds
      $100,000, such ISOs must be treated as non-qualified stock options.




**SARs** may
      be
      granted to participants alone or in tandem with concurrently or previously
      issued stock options. An SAR issued in tandem with an option will only be
      exercisable to the extent that the related option is exercisable and when a
      tandem SAR is exercised, the option to which it relates shall cease to be
      exercisable, to the extent of the number of shares with respect to which the
      tandem SAR is exercised. Similarly, when the option is exercised, the tandem
      SARs relating to the shares covered by such option exercise shall terminate.
      The
      payment of the appreciation associated with the exercise of an SAR may be made
      by the Company in shares of common stock, cash or a combination of both common
      stock and cash at the Company's discretion.




52




**Stock
      Awards** may be
      granted to any individual eligible to participate in the 2007 Plan. A stock
      award will entitle a recipient to acquire shares of common stock of the Company
      subject to such restrictions as the Board or committee may determine at the
      time
      of grant.




Termination
      and Amendment .
      The
      2007 Plan shall terminate on the tenth anniversary of its effective date.
      However, the 2007 Plan may be amended or terminated by the Board at any time.
      Unless otherwise determined by the Board, stockholder approval of any
      suspension, discontinuance, revision or amendment shall be obtained only to
      the
      extent necessary to comply with any applicable law, rule or regulation. To
      the
      extent required by Section 162(m), no Award granted to a Participant that
      is intended to comply with Section 162(m) after the date of such amendment
      shall
      become exercisable, realizable or vested, as applicable to such Award, unless
      and until such amendment shall have been approved by the Company’s stockholders
      if required by Section 162(m) (including the vote required under
      Section 162(m)). No Award shall be made that is conditioned upon
      stockholder approval of any amendment to the 2007 Plan.




Transferability **.** Except
      as the Board may otherwise determine or provide in an Award or as otherwise
      provided in the 2007 Plan, no Award or any right or obligation thereunder may
      be
      sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
      encumbered or disposed of, whether voluntarily or involuntarily, by the person
      to whom they are granted, except by will or the laws of descent and
      distribution. Awards are generally not transferable except by will or by the
      laws of descent and distribution and may be exercised during the lifetime of
      the
      participant only by the participant.




Change
      in Control **.** The
      2007
      Plan provides for immediate vesting of all options and stock appreciation rights
      upon the occurrence of a “Change in Control Event” (as defined in the
      agreement), unless specifically provided to the contrary in any specific option
      or stock appreciation right. In the event of a “Reorganization Event” (as
      defined in the agreement) (regardless of whether such event also constitutes
      a
“Change in Control Event”), except as otherwise specifically provided to the
      contrary in any option or stock appreciation right, the 2007 Plan provides
      for
      all outstanding options and stock appreciation rights to either (i) be
      assumed by, or equivalent options or rights substituted by, the acquiring or
      succeeding corporation; or (ii) if the acquiring or succeeding corporation
      does not agree to assume or substitute for such options or rights, all then
      unexercised options and stock appreciation rights will become immediately
      exercisable in full as of a date prior to the completion of such Reorganization
      Event and will terminate immediately prior to the consummation of such
      Reorganization Event. In the event that a Reorganization Event provides for
      the
      payment of cash to our stockholders, the Board may instead provide that all
      outstanding options and stock appreciation rights will terminate upon the
      consummation of such Reorganization Event and for the holders of such options
      and stock appreciation rights to receive a cash payment equal to the amount
      (if
      any) by which the price paid to our stockholders exceeds the aggregate exercise
      price of such options or rights.




In
      the
      case of outstanding restricted stock or restricted unit awards, the 2007 Plan
      provides that upon a “Change In Control Event,” all restrictions applicable to
      such awards to automatically be deemed terminated or satisfied, except as
      specifically set forth to the contrary in any award. In the event of a
“Reorganization Event” that is not a “Change in Control Event”, the repurchase
      and other rights of the Company under such restricted stock or restricted unit
      awards shall inure to the benefit of the Company’s successor and shall apply to
      the cash, securities or other property that the common stock was converted
      into
      or exchanged for pursuant to such Reorganization Event.




53




The
      2007
      Plan defines “Reorganization Event” to mean: (i) any merger or
      consolidation of the Company with or into another entity as a result of which
      all of the outstanding shares of common stock are converted into or exchanged
      for the right to receive cash, securities or other property; or (ii) any
      exchange of all outstanding shares of common stock for cash, securities or
      other
      property pursuant to a share exchange transaction.




The
      2007
      Plan defines a “Change in Control Event” to mean: (i) the acquisition by an
      individual, entity or group of 30% or more of the issued and outstanding shares
      of common stock of the Company or of the combined voting power of all
      outstanding securities of the Company unless such acquisition was directly
      from
      the Company, was acquired by an employee benefit plan of the Company, or
      resulted from an acquisition of the Company in which the stockholders of the
      Company immediately prior to the acquisition continue to own more than 50%
      of
      the Company’s outstanding voting securities and no person (except for the
      acquiring corporation or an employee benefit plan of such entity) beneficially
      owns in excess of 30% of the Company’s outstanding voting shares; (ii) an
      event as a result of which persons who were members of the Board of Directors
      of
      the Company on the date the New Plan was adopted or were nominated or elected
      by
      at least a majority of such directors fail to constitute a majority of the
      board
      of directors of the Company; or (iii) a merger, consolidation,
      reorganization, recapitalization, share exchange or sale or other disposition
      of
      all or substantially all assets of the Company unless immediately following
      such
      transaction, the stockholders of the Company immediately prior to such
      transaction continue to own more than 50% of the Company’s outstanding voting
      securities and no person (except for the acquiring corporation or an employee
      benefit plan of such entity) beneficially owns in excess of 30% of the Company’s
      outstanding voting shares.





**Item 13.**
            **Certain
                Relationships and Related Transactions, and Director Independence.**





On
      December 14, 2007, we conducted the initial closing of our private placement
      of
      up to 16,000,000 shares of common stock and warrants to purchase an additional
      16,000,000 shares of common stock. Rory Olson, our Chief Executive Officer,
      Mitchell Rosen, our Chief Financial Officer and Executive Vice President, Mark
      T. Brookshire, who formerly served as President of Stock-Trak and now serves
      as
      our Vice President of Sales, Branded Simulations and Education, as well as
      Steve
      Shaper, Andrew Gertler and Joel Leonoff, members of our Board of Directors,
      each
      participated in the private offering, on the same terms and conditions as the
      other investors, by purchasing an aggregate of 4,100,000 units, for gross
      proceeds of $1,025,000.





In
      November 2007, our wholly-owned subsidiary, Neutron Media Inc., secured
      Cdn$100,000 in bridge financing from Rory Olson, our Chief Executive Officer.
      The loan was secured by all assets of Neutron Media Inc. and was fully repaid
      in
      December 2007.


54




**Director
      Independence**




Our
      Board
      of Directors currently consists of Rory Olson, Andrew Gertler, F. Bryson
      Farrill, Steve Shaper and Joel Leonoff. Pursuant to Item 7 of Schedule 14A
      of
      the Securities Exchange Act of 1934, the Board has adopted the definition of
      “independent director” as set forth in the American Stock Exchange, or AMEX,
      Company Guide. In applying this definition, the Board has determined that
      Messrs. Farrill, Leonoff and Shaper qualify as “independent directors” pursuant
      to AMEX Company Guide Section 121, and are also independent for purposes of
      Section 10A(m)(3) of the Securities Exchange Act of 1934 and Section 803 of
      the
      AMEX Company Guide, applicable to audit committee members.





As
      of the
      date of the report, we maintain a separately designated audit, compensation
      and
      nominating committees. In applying the “independence standards” established by
      AMEX, the Board has determined that Andrew
      Gertler, who is a member of the audit and compensation committees of our board
      of directors is not “independent”
      for purposes of Section 803 of the AMEX Company Guide, applicable to audit,
      compensation and nominating committee members.





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





The
      following table presents fees for professional audit services performed by
      PricewaterhouseCoopers for the audit of our annual financial statements for
      our
      fiscal year ended December 31, 2006 and by RSM Richter, LLP for the audit of
      our
      annual financial statements for our fiscal year ended December 31, 2007, and
      fees billed for other services rendered by Pricewaterhouse Coopers/ Staley
      Okada
& Partners and RSM Richter LLP during 2006 and 2007,
      respectively. ****




2007
            
            2006Audit
                Fees
            
            $
            88,419
            
            $
            93,757Audit-Related
                Fees
            
            
            5,614
            
            
            -Tax
                Fees
            
            
            1,871
            
            
            6,035All
                Other Fees
            
            
            
            
            
            0Total
                Fees
            
            $
            95,904
            
            $
            99,792




*Audit
      Fees* consist
      of fees billed for professional services rendered by our principal accountant
      for the audit of our annual consolidated financial statements and review of
      our
      interim consolidated financial statements included in our quarterly reports
      and
      services that are normally provided by our principal accountant in connection
      with statutory and regulatory filings or engagements.




*Audit-Related
      Fees* consist
      of fees billed for assurance and related services rendered by our principal
      accountant that are reasonably related to the performance of the audit or review
      of our consolidated financial statements and are not reported under “Audit
      Fees”.




55


*Tax
      Fees* consists
      of fees billed for professional services rendered by our principal accountant
      for tax compliance, tax advice and tax planning. These services include
      assistance regarding federal and state tax compliance and filings.




*All
      Other Fees* consist
      of fees billed for products and services provided by our principal accountant,
      other than those services described above.




The
      audit
      committee of our board of directors approves the engagement of our independent
      auditors, and meets with our independent auditors to approve the annual scope
      of
      accounting services to be performed and the related fee estimates. It also
      meets
      with our independent auditors prior to the completion of our annual audit and
      reviews the results of their audit and review of our annual and interim
      consolidated financial statements, respectively. During the course of the year,
      our chairman has the authority to pre-approve requests for services that were
      not approved in the annual pre-approval process. The chairman reports any
      interim pre-approvals at the following quarterly meeting. At each of the
      meetings, management and our independent auditors update our board of directors
      regarding material changes to any service engagement and related fee estimates
      as compared to amounts previously approved. During 2006 and 2007, all audit
      and
      non-audit services performed by our independent accountants were pre-approved
      by
      our audit committee in accordance with the foregoing procedures.





**Item 15.**
            **Exhibits**




The
      following exhibits are filed as part of this report:





Exhibit
                No.
            
            Exhibit3.1
            
            Articles
                of Incorporation (incorporated by reference to Exhibit 3(i) to the
                Company’s Registration Statement on Form SB-2, Registration No. 333-56516,
                filed with the Commission on March 2, 2001)3.2
            
            Bylaws
                (incorporated by reference to Exhibit 3(ii) to the Company’s Registration
                Statement on Form SB-2, Registration No. 333-546516, filed with the
                Commission on March 2, 2001)




56





3.3
            
            Amended
                and Restated Articles of Incorporation (incorporated by reference
                to
                Appendix A to the Company’s Definitive Proxy Statement filed with the
                Commission on June 20, 2006)3.4
            
            Text
                of Amendment to Articles of Incorporation (incorporated by reference
                to
                Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the
                Commission on January 29, 2008)4.1
            
            Secured
                Note, dated March 23, 2007, made by the Company in favor of Caledonia
                Corporate Management Group Limited (incorporated by reference to
                Exhibit
                4.1 to the Company’s Current Report on Form 8-K filed with the Commission
                on March 29, 2007)10.1
            
            Option
                to Purchase 250,000 shares of Common Stock issued to Andrew Gertler
                on May
                11, 2006 (incorporated by reference to Exhibit 10.5 to the Company’s
                Registration Statement on Form S-8, filed with the Commission on
                August
                15, 2006)10.2
            
            Employment
                Agreement by and between the Company and Mitchell Rosen, dated June
                20,
                2006 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly
                Report on Form 10-QSB for the quarter ended June 30, 2006)10.3
            
            Employment
                Agreement by and between the Company and Mark Wolinsky, dated June
                20,
                2006 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly
                Report on Form 10-QSB for the quarter ended June 30, 2006)10.4
            
            Employment
                Agreement by and between the Company and Rory Olson, dated June 26,
                2006
                (incorporated by reference to Exhibit 10.2 to the Company’s Registration
                Statement on Form S-8, filed with the Commission on August 15,
                2006)10.5
            
            Option
                to Purchase 4,000,000 shares of Common Stock issued to Rory Olson
                on June
                26, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s
                Registration Statement on Form S-8, filed with the Commission on
                August
                15, 2006)10.6
            
            Option
                to Purchase 1,500,000 shares of Common Stock issued to Mitchell Rosen
                on
                July 1, 2006 (incorporated by reference to Exhibit 10.4 to the Company’s
                Registration Statement on Form S-8, filed with the Commission on
                August
                15, 2006)




57





10.7
            
            Option
                to Purchase 800,000 shares of Common Stock issued to Mark Wolinsky
                on July
                1, 2006 (incorporated by reference to Exhibit 10.5 to the Company’s
                Registration Statement on Form S-8, filed with the Commission on
                August
                15, 2006)10.8
            
            Form
                of Subscription Agreement by and between the Company and Purchasers
                of
                Units consisting of Common Stock and Warrants (incorporated by reference
                to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
                Commission on November 9, 2006)10.9
            
            Form
                of Warrant issued to Purchasers of Units in the Unit Offering consisting
                of Common Stock and Warrants (incorporated by reference to Exhibit
                10.2 to
                the Company’s Current Report on Form 8-K filed with the Commission on
                November 9, 2006)10.10
            
            Form
                of Warrant issued to Alliance Investment Management Inc. in the Unit
                Offering consisting of Common Stock and Warrants (incorporated by
                reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
                filed with the Commission on November 9, 2006)10.11
            
            Form
                of Subscription Agreement by and between the Company and Purchasers
                of
                Units consisting of Common Stock and Warrants (incorporated by reference
                to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
                Commission on December 22, 2006)10.12
            
            General
                Security Agreement, dated March 23, 2007, by and between the Company
                and
                Caledonia Corporate Management Group Limited (incorporated by reference
                to
                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
                Commission on March 29, 2007)10.13
            
            Memorandum
                of Agreement, dated effective April 30, 2007, by and between the
                Company
                and Ciaran Griffin (incorporated by reference to Exhibit 10.1 of
                the
                Company’s Current Report on Form 8-K filed with the Commission on May 2,
                2007)10.14
            
            Neutron
                Enterprises, Inc. 2007 Stock Incentive Plan (incorporated by reference
                to
                Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the
                Commission on October 18, 2007)10.15
            
            Form
                of Option Agreement, dated October 12, 2007, by and between the Company
                and certain executive officers and directors (incorporated by reference
                to
                Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the
                Commission on October 18, 2007)10.16
            
            Form
                of Option Agreement, dated October 15, 2007, by and between the Company
                and certain executive officers and directors (incorporated by reference
                to
                Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the
                Commission on October 18, 2007)




58





10.17
            
            Form
                of Option Agreement under the Neutron Enterprises, Inc. 2007 Stock
                Incentive Plan, dated October 12, 2007, by and between the Company
                and
                certain of its officers, employees, consultants and advisors (incorporated
                by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K
                filed with the Commission on October 18, 2007)10.18
            
            Form
                of Option Agreement under the Neutron Enterprises, Inc. 2007 Stock
                Incentive Plan, dated October 15, 2007, by and between the Company
                and
                certain of its officers, employees, consultants and advisors (incorporated
                by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K
                filed with the Commission on October 18, 2007)10.19
            
            Letter
                Agreement dated October 17, 2007 by and between the Company and Rory
                Olson
                (incorporated by reference to Exhibit 10.6 of the Company’s Current Report
                on Form 8-K filed with the Commission on October 18,
                2007)10.20
            
            Form
                of Subscription Agreement for Canadian investors by and between the
                Company and Purchasers of Units consisting of Common Stock and Warrants
                (incorporated by reference to Exhibit 10.1 of the Company’s Current Report
                on Form 8-K filed with the Commission on December 18,
                2007)10.21
            
            Form
                of Subscription Agreement for non-Canadian investors by and between
                the
                Company and Purchasers of Units consisting of Common Stock and Warrants
                (incorporated by reference to Exhibit 10.2 of the Company’s Current Report
                on Form 8-K filed with the Commission on December 18,
                2007)10.22
            
            Form
                of Warrant issued to Purchasers of Units in the Private Offering
                consisting of Common Stock and Warrants (incorporated by reference
                to
                Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the
                Commission on December 18, 2007)16.1
            
            Letter
                from Pricewaterhouse Coopers, Certified Public Accountants, regarding
                the
                change in independent accountant (incorporated by reference to Exhibit
                16.1 to the Company’s Report on Form 8-K filed with the Commission on
                April 24, 2007)21.1**
            
            Subsidiaries
                of the Company23.1**
            
            Consent
                of RSM Richter, LLP , Chartered Accountants23.2**
            
            Consent
                of PricewaterhouseCoopers LLP, Chartered Accountants31.1**
            
            Certification
                of Chief Executive Officer of the Company required by Rule 13a-14(a)
                under
                the Securities Exchange Act of 1934, as
                amended


31.2**
              
              Certification
                  of Chief Financial Officer of the Company required by Rule 13a-14(a)
                  under
                  the Securities Exchange Act of 1934, as amended32.1**
              
              Certification
                    of Chief Executive Officer and Chief Financial Officer of Registrant
                    to 18
                    USC Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002
  **
              Filed
                  herewith




59





**SIGNATURES**





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




**STOCK-TRAK
                  GROUP, INC.**Date:
                  March 28, 2008
              By:
              /s/
                  Rory OlsonRory
                  OlsonChief
                  Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
                Rory Olson
            
            Chief
                Executive Officer and
            
            March
                28, 2008Rory
                Olson
            
            Chairman
                of the Board ofDirectors
                (Principal ExecutiveOfficer)/s/
                Mitchell Rosen
            
            Chief
                Financial Officer
            
            March
                28, 2008Mitchell
                Rosen
            
            (Principal
                Financial andAccounting
                Officer)/s/
                Andrew Gertler
            
            Director
            
            March28,
                2008Andrew
                Gertler/s/
                F. Bryson Farrill
            
            Director
            
            March
                28, 2008F.
                Bryson Farrill




60





/s/
                Steve Shaper
            
            Director
            
            March
                28, 2008Steve
                Shaper/s/
                Joel Leonoff
            
            Director
            
            March
                28, 2008Joel
                Leonoff




EXHIBIT
      INDEX





Exhibit Number
            
            Description21.1
            
            Subsidiaries
                of the Company23.1
            
            Consent
                of RSM Richter, LLP , Chartered Accountants23.2
            
            Consent
                of PricewaterhouseCoopers LLP, Chartered Accountants31.1
            
            Certification
                of Chief Executive Officer of the Company required by Rule 13a-14(a)
                under
                the Securities Exchange Act of 1934, as amended31.2
            
            Certification
                of Chief Financial Officer of the Company required by Rule 13a-14(a)
                under
                the Securities Exchange Act of 1934, as amended32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer of Registrant
                to 18
                USC Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002




61





**STOCK-TRAK
      GROUP, INC.**


**(FORMERLY
      NEUTRON ENTERPRISES, INC.)**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**(Expressed
      in United States Dollars)**





**DECEMBER
      31, 2007**





**Contents**Consolidated
                Financial StatementsAuditors’
                Report - RSM Richter LLP
            F-2Auditors’
                Report - Pricewaterhouse Coopers LLP
            F-3Consolidated
                Balance Sheets
            F-4Consolidated
                Statements of Operations
            F-5Consolidated
                Statement of Shareholders’ Equity
            F-6Consolidated
                Statements of Cash Flows
            F-7-8Notes
                to Consolidated Financial Statements
            F-9-38


F-1


[LETTERHEAD
      FOR RSM RICHTER ]





**Report
      of Independent Registered**


**Public
      Accounting Firm**




To
      the
      Shareholders and Board of Directors of


**Stock-Trak
      Group, Inc.**


**(formerly
      Neutron Enterprises, Inc.)**




We
      have
      audited the accompanying consolidated balance sheet of Stock-Trak Group, Inc.
      (formerly Neutron Enterprises, Inc.) as at December 31, 2007 and the
      consolidated statements of operations, shareholders' equity and cash flows
      for
      the year ended December 31, 2007. 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). These standards require that we
      plan
      and perform an audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement. 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 provide a reasonable
      basis for our opinion.




In
      our
      opinion, these consolidated financial statements present fairly, in all material
      respects, the financial position of the Company as at December 31, 2007 and
      the
      results of its operations and the changes in its financial position for the
      year
      ended December 31, 2007 in accordance with accounting principles generally
      accepted in the United States.




We
      were
      not engaged to examine management's assertion about the effectiveness of the
      Company's internal control over financial reporting at December 31, 2007
      included in Item 9A (T) of the 10-K filing and, accordingly, we do not express
      an opinion thereon.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1(b) to
      the
      consolidated financial statements, the Company has suffered recurring losses
      from operations and has an accumulated deficit of $52,541,136, both of which
      raise substantial doubt about its ability to continue as a going concern.
      Management's plans regarding those matters also are described in Note 1(b).
      The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




The
      unaudited pro forma information in note 14 is not covered in our
      report.





/s/
      RSM
      Richter, LLP




**Chartered
      Accountants**




Montreal,
      Canada


March
      26,
      2008


F-2





[LETTERHEAD
      FOR PRICEWATERHOUSECOOPERS ]





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





TO
      THE
      STOCKHOLDERS OF


STOCK-TRAK
      GROUP, INC. (FORMERLY NEUTRON ENTERPRISES, INC.)





In
      our
      opinion, the accompanying consolidated balance sheet as at December 31, 2006
      and
      the related consolidated statements of operations, changes in shareholders'
      equity and cash flows for the year ended December 31, 2006 present fairly,
      in
      all material respects, the financial position of Stock-Trak Group Inc. (formerly
      Neutron Enterprises, Inc.) (the "Company") at December 31, 2006, and the results
      of its operations and its cash flows for the year ended December 31, 2006 in
      conformity with accounting principles generally accepted in the United States
      of
      America. 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 of these statements in
      accordance with the standards of the Public Company Accounting Oversight Board
      (United States). Those standards require that we plan and perform the audit
      to
      obtain reasonable assurance about whether the financial statements are free
      of
      material misstatement. An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the financial statements, assessing
      the accounting principles used and significant estimates made by management,
      and
      evaluating the overall financial statement presentation. We believe that our
      audit provides a reasonable basis for our opinion.





The
      accompanying 2006 financial statements have been prepared assuming that the
      Company will continue as a going concern. As discussed in note 1 to the
      financial statements, the Company is dependent upon financing to continue
      operations and has suffered recurring losses from operations. These matters
      raise substantial doubt about 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.




The
      unaudited pro forma financial information included in note 14 relates to an
      acquisition occurring in the year ended December 31, 2007.





/s/
      PricewaterhouseCoopers LLP


Chartered
      Accountants


Vancouver,
      British Columbia, Canada





March
      28,
      2007


F-3


Stock-Trak Group, Inc.
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Consolidated
        Balance Sheets**
 **(Expressed
        in United States dollars**


**December
                31**
            
            December
                31**As
                at:**
            
            **2007**
            
            2006**Assets****Current**Cash
                and cash
                equivalents
            
            **$**
            **3,165,244**
            
            $
            2,804,544Accounts
                receivable (Note
                3)
            
            
            **1,029,499**
            
            
            530,303Subscriptions
                receivable (Note 8 (l))
            
            
            **144,000**
            
            
            -Prepaid
                expenses and
                deposits
            
            
            **252,451**
            
            
            124,320Deferred
                charges (Note 11(b))
            
            
            **25,640**
            
            
            -**4,616,834**
            
            
            3,459,167Software
                development, net of accumulated amortization of  $270,180; 2006 - nil
            
            
            **541,994**
            
            
            176,524Property
                and equipment (Note 5)
            
            
            **172,188**
            
            
            84,694Acquisition
                costs (Note 4)
            
            
            **-**
            
            
            86,310Intangible
                assets, net of accumulated amortization of $355,333 (Note
                4)
            
            
            **982,667**
            
            
            -Goodwill
                (Note 4)
            
            
            **2,103,848**
            
            
            -**$**
            **8,417,531**
            
            $
            3,806,695**Liabilities
                and Shareholders' Equity****Current**Accounts
                payable
            
            **$**
            **534,897**
            
            $
            186,566Accrued
                liabilities
            
            
            **336,372**
            
            
            465,188Deferred
                revenue
            
            
            **396,482**
            
            
            193,626Deferred
                rent
            
            
            **12,357**
            
            
            -Secured
                convertible note payable
                (Note 7)
            
            
            **2,230,257**
            
            
            -Due
                to related parties (Note
                6)
            
            
            **-**
            
            
            93,727**3,510,365**
            
            
            939,107Commitments
                and contingency (Note 12)**Shareholders’
                Equity**Common
                shares (Note
                8)
            
            
            **69,463**
            
            
            48,418Capital
                in excess of par
                value
            
            
            **57,165,873**
            
            
            39,955,397Deficit
            
            
            **(52,541,136**
            **)**
            
            (37,154,950
            )Accumulated
                other comprehensive
                income
            
            
            **212,966**
            
            
            18,723**4,907,166**
            
            
            2,867,588**$**
            **8,417,531**
            
            $
            3,806,695




Going
      concern u ncertainty
      - see note 1


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


F-4


Stock-Trak
        Group, Inc.
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Consolidated
        Statements of Operations**
 **(Expressed
        in United States dollars)**


**For
                the years ended December 31**
            
            **2007**
            
            2006**Revenue**(Notes 11 and 13)
            
            **$**
            **3,561,418**
            
            $
            2,098,637**Cost
                of revenue/goods sold**
            
            
            **672,999**
            
            
            1,040,606**2,888,419**
            
            
            1,058,031**Operating
                expenses:**Salaries
                and benefits excluding the undernoted stock-based compensation (Note
                8(a))
            
            
            **3,595,655**
            
            
            1,489,245General
                and administrative excluding the undernoted stock-based
                compensation
            
            
            **2,323,738**
            
            
            1,301,289Stock-based
                compensation (Notes 8(e) and 9)
            
            
            **8,866,878**
            
            
            7,136,992Foreign
                exchange
            
            
            **175,867**
            
            
            (367
            )Occupancy
                costs
            
            
            **261,707**
            
            
            223,035Depreciation
                and amortization
            
            
            **666,966**
            
            
            27,424Interest
                expense
            
            
            **87,794**
            
            
            41,088Cancellation
                of warrants compensation (Note 8(k))
            
            
            **2,296,000**
            
            
            -**18,274,605**
            
            
            10,218,706**Net
                Loss**
            
            **$**
            **(15,386,186**
            **)**
            $
            (9,160,675
            )**Net
                loss per share**Basic
                and Fully Diluted
            
            **$**
            **(0.30**
            **)**
            $
            (0.20
            )**Weighted
                average number of common shares****outstanding
                - basic and fully diluted**
            
            
            **50,812,336**
            
            
            45,944,281





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


F-5




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Consolidated
        Statement of Shareholders’ Equity**
 **(Expressed
        in United States dollars**


***Common
                Shares***
            
            ***Capital
                in***
            
            
            
            ***Accumulated*********
            
            ******
            
            ***Excess
                of***
            
            ***Accumulated***
            
            ***Comprehensive******Shares***
            
            ***Amount***
            
            ***Par
                Value***
            
            ***Deficit***
            
            ***Income
                (Loss)***
            
            ***Total***Balances,
                December 31, 2005
            
            
            45,680,000
            
            $
            45,680
            
            $
            28,544,268
            
            $
            (27,994,275
            )
            $
            27,296
            
            $
            622,969Common
                shares issued for cash (Note 8 (h))
            
            
            2,150,000
            
            
            2,150
            
            
            2,937,004
            
            
            -
            
            
            -
            
            
            2,939,154Warrants
                issued with shares (Note 8 (h))
            
            
            -
            
            
            -
            
            
            1,145,846
            
            
            -
            
            
            -
            
            
            1,145,846Shares
                issued for services (Note 8 (d))
            
            
            87,500
            
            
            88
            
            
            191,787
            
            
            -
            
            
            -
            
            
            191,875Options
                issued as compensation (Note 9)
            
            
            -
            
            
            -
            
            
            5,936,992
            
            
            -
            
            
            -
            
            
            5,936,992Common
                shares issued as compensation (Note 8(e))
            
            
            500,000
            
            
            500
            
            
            1,199,500
            
            
            -
            
            
            -
            
            
            1,200,000Cumulative
                translation adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,573
            )
            
            (8,573
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,160,675
            )
            
            -
            
            
            (9,160,675
            )Balances,
                December 31, 2006
            
            
            48,417,500
            
            $
            48,418
            
            $
            39,955,397
            
            $
            (37,154,950
            )
            $
            18,723
            
            $
            2,867,588Common
                shares issued for cash (Note 8 (j))
            
            
            250,000
            
            
            250
            
            
            424,398
            
            
            -
            
            
            -
            
            
            424,648Warrants
                issued with shares (Note 8 (j))
            
            
            -
            
            
            -
            
            
            65,352
            
            
            -
            
            
            -
            
            
            65,352Common
                shares issued for acquisitionof
                Stock-Trak, Inc. (Notes 4 and 8(i))
            
            
            647,249
            
            
            647
            
            
            1,499,353
            
            
            -
            
            
            -
            
            
            1,500,000Excess
                of consideration paid over vestedexpense
                of options repurchased (Note 4)
            
            
            -
            
            
            -
            
            
            23,199
            
            
            -
            
            
            -
            
            
            23,199Common
                shares issued for cash (Note 8 (l))
            
            
            14,348,000
            
            
            14,348
            
            
            2,827,402
            
            
            -
            
            
            -
            
            
            2,841,750Warrants
                issued with shares (Note 8(l))
            
            
            -
            
            
            -
            
            
            736,500
            
            
            -
            
            
            -
            
            
            736,500Write-off,
                due to related parties (Note 6)
            
            
            -
            
            
            -
            
            
            93,727
            
            
            -
            
            
            -
            
            
            93,727Options
                issued as compensation (Note 9)
            
            
            -
            
            
            -
            
            
            8,843,679
            
            
            -
            
            
            -
            
            
            8,843,679Common
                shares issued for services received (Note 8(f))
            
            
            50,000
            
            
            50
            
            
            89,283
            
            
            -
            
            
            -
            
            
            89,333Issuance
                of common shares (Note 8 (a))
            
            
            150,000
            
            
            150
            
            
            261,850
            
            
            -
            
            
            
            
            
            262,000Cancellation
                of warrants compensation
              (Note
                8 (k))
            
            
            5,600,000
            
            
            5,600
            
            
            2,290,400
            
            
            -
            
            
            -
            
            
            2,296,000Common
                shares earned for services received (Note 12(c))
            
            
            -
            
            
            -
            
            
            55,333
            
            
            -
            
            
            -
            
            
            55,333Cumulative
                translation adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            194,243
            
            
            194,243Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (15,386,186
            )
            
            -
            
            
            (15,386,186
            )Balances,
                December 31, 2007
            
            
            69,462,749
            
            $
            69,463
            
            $
            57,165,873
            
            $
            (52,541,136
            )
            $
            212,966
            
            $
            4,907,166





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


F-6




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Consolidated
        Statements of Cash Flows**
 **(Expressed
        in United States dollars)**


**For
                the years ended December 31**
            
            **2007**
            
            2006**Cash
                flows from operating activities**Net
                loss
            
            **$**
            **(15,386,186**
            **)**
            $
            (9,160,675
            )Items
                not involving cashDepreciation
                and amortization
            
            
            **666,966**
            
            
            27,424Common
                shares issued for services received
            
            
            **89,333**
            
            
            191,875Stock-based
                compensation
            
            
            **8,866,878**
            
            
            7,136,992Accrued
                interest
            
            
            **130,257**
            
            
            (12,594
            )Write-down
                of inventory
            
            
            **-**
            
            
            269,254Common
                shares earned for services received
            
            
            **55,333**
            
            
            -Cancellation
                of warrants compensation
            
            
            **2,296,000**
            
            
            -Issuance
                of common shares
            
            
            **262,000**
            
            
            -Barter
                transaction
            
            
            **(25,640**
            **)**
            
            -Cumulative
                translation adjustments
            
            
            **194,243**
            
            
            (8,573
            )Net
                change in non-cash working capital balances(net
                of acquisition):Accounts
                receivable
            
            
            **(398,143**
            **)**
            
            (253,881
            )Prepaid
                expenses and deposits
            
            
            **(122,037**
            **)**
            
            (61,190
            )Accounts
                payable
            
            
            **256,819**
            
            
            89,361Accrued
                liabilities
            
            
            **(128,816**
            **)**
            
            226,809Deferred
                revenue
            
            
            **187,856**
            
            
            (47,444
            )Deferred
                rent
            
            
            **12,357**
            
            
            -Due
                from former shareholder, Stock-Trak, Inc.
            
            
            **88,061**
            
            
            -Effect
                  of exchange rate changes on cash and cashequivalents
            
            
            **(75,742**
            **)**
            
            -Net
                cash used in operating activities
            
            
            **(3,030,461**
            **)**
            
            (1,602,642
            )**Cash
                flows from financing activities**Loans
                payable
            
            
            **350,000**
            
            
            1,010,000Repayment
                of loans payable
            
            
            **(350,000**
            **)**
            
            (1,209,138
            )Secured
                convertible note payable
            
            
            **2,100,000**
            
            
            -Proceeds
                from issuance of shares and warrants
            
            
            **3,924,250**
            
            
            4,085,000Line
                of credit
            
            
            **(20,000**
            **)**
            
            -Net
                cash provided by financing activities
            
            
            **6,004,250**
            
            
            3,885,862





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


F-7




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Consolidated
        Statements of Cash Flows**
 **(Expressed
        in United States dollars)**


**For
                the years ended December 31**
            
            **2007**
            
            2006**Cash
                flows from investing activities**Purchase
                of property and equipment
            
            
            **(108,063**
            **)**
            
            (15,849
            )Proceeds
                on disposition of assets
            
            
            **-**
            
            
            706,000Acquisition
                of Stock-Trak, Inc.
            
            
            **(1,945,118**
            **)**
            
            (86,310
            )Software
                development
            
            
            **(635,650**
            **)**
            
            (176,524
            )Net
                cash provided by (used in) investing activities
            
            
            **(2,688,831**
            **)**
            
            427,317**Effect
                of exchange rate changes on cash and cash
                equivalents**
            
            
            **75,742**
            
            
            -**Net
                increase in cash and cash equivalents**
            
            
            **360,700**
            
            
            2,710,537**Cash
                and cash equivalents, beginning of year**
            
            
            **2,804,544**
            
            
            94,007**Cash
                and cash equivalents, end of year**
            
            **$**
            **3,165,244**
            
            $
            2,804,544**Supplemental
                cash flow information:**Interest
                paid
            
            **$**
            **2,399**
            
            $
            59,913Taxes
                paid
            
            **$**
            **-**
            
            $
            -**Supplemental
                disclosure of non-cash transactions:**Common
                shares issued for services received
            
            **$**
            **89,333**
            
            $
            191,875Stock-based
                compensation
            
            **$**
            **8,866,878**
            
            $
            7,136,992Issuance
                of common shares
            
            **$**
            **262,000**
            
            $
            -Cancellation
                of warrants compensation
            
            **$**
            **2,296,000**
            
            $
            -Common
                shares issued for acquisition of Stock-Trak, Inc.
            
            **$**
            **1,500,000**
            
            $
            -Common
                shares earned for services received
            
            **$**
            **55,333**
            
            $
            -Barter
                transaction (Note 11(b))
            
            **$**
            **25,640**
            
            $
            -





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


F-8




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Years Ended December 31, 2007 and 2006**
 **(Expressed
        in United States dollars)**


**1.**
            **Nature
                of Business**





Stock-Trak
      Group, Inc. (formerly Neutron Enterprises, Inc.) (“the Company”) is a Nevada
      corporation incorporated on December 28, 2000. It was based in Vancouver,
      British Columbia, Canada until February 2004. In February 2004, the Company
      moved its office to Los Angeles, California, U.S.A. In 2005, the Company opened
      offices in Mississauga, Ontario, Canada, and in 2007, moved its head office
      to
      Montreal, Quebec, Canada.





Effective
      January 25, 2008, the Company changed its name from Neutron Enterprises, Inc.
      to
      Stock-Trak Group, Inc.





The
      Company and its subsidiaries operate in two distinct segments: (i) event
      marketing; and (ii) stock market simulation services for the educational,
      corporate and consumer markets. The Company’s event marketing segment generates
      revenue through advertising, marketing and brand messaging sales at premium
      locations and special events throughout the United States of
      America.





The
      Company’s stock market simulation business generates revenue by providing
      comprehensive financial simulation services to the corporate and educational
      markets. In addition, the Company has developed and is currently promoting
      on-line skill-based stock market simulation contests where it currently
      generates revenue through advertising and expects to generate future revenue
      through advertising, sponsorships and sales of premium content.





Basis
      of
      Presentation





(a)
            The
                consolidated financial statements, presented in United States dollars,
                have been prepared by management in accordance with generally accepted
                accounting principles in the United
                States.





(b)
            Going
                Concern and Liquidity
                Considerations





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern, which contemplates, among other
      things, the realization of assets and satisfaction of liabilities in the normal
      course of business. As at December 31, 2007, the Company had an accumulated
      deficit of $52,541,136 and working capital of $1,106,469. For the year ended
      December 31, 2007, the Company incurred a net loss of $15,386,186. Substantial
      portions of these losses are attributable to non-cash expenses such as
      $8,866,878 of stock-based compensation, $666,966 of depreciation and
      amortization, $89,333 of common shares issued for services received, $55,333
      of
      common shares earned for services received, $262,000 related to the issuance
      of
      common shares, and $2,296,000 related to the cancellation of warrants
      compensation.





To
      date,
      management has been able to finance its operations through the issuance of
      common shares and warrants and proceeds from its secured convertible note
      payable which matures in September 2008. In order to meet its business
      objectives, the Company will be required to raise additional financing and/or
      renegotiate its secured convertible note payable. Such funding or debt
      renegotiation may be required sooner than currently anticipated or to cover
      unforeseen expenses. In addition, there is no assurance that the Company will
      be
      successful in obtaining such funding or debt renegotiation on terms satisfactory
      to the Company, if at all.


F-9




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Years Ended December 31, 2007 and 2006**
 **(Expressed
        in United States dollars)**


**1.**  **Nature
      of Business (cont’d)**





Management
      has undertaken steps as part of a plan to improve operations with the goal
      of
      sustaining operations over the next twelve months and beyond. These steps
      include (a) controlling overhead and expenses (b) expanding sales and marketing
      to new customers and markets (c) executing a strategy to further monetize its
      stock market simulation contests; and (d) raising additional capital or
      renegotiating its existing convertible debenture facility. Although management
      believes that its current and future plans will enable the Company to continue
      as a going concern, there is no assurance that these plans will be
      met.





As
      a
      result of these factors there is substantial doubt about the Company's ability
      to continue as a going concern. The accompanying consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty. Such adjustments could be material .





**2.**
            **Significant
                Accounting Policies**





Change
      in
      Accounting Policy





On
      June 28, 2006, the FASB ratified the EITF’s consensus reached on EITF 06-3,
      which relates to the income statement presentation of taxes collected from
      customers and remitted to government authorities. The Task Force affirmed as
      a
      consensus on this issue that the presentation of taxes on either a gross basis
      or a net basis within the scope of EITF 06-3 is an accounting policy decision
      that should be disclosed pursuant to APB 22. A company should disclose the
      amount of those taxes that is recognized on a gross basis in interim and annual
      financial statements for each period for which an income statement is presented
      if those amounts are significant. The Company adopted EITF 06-3 on
      January 1, 2007. While the amounts are not material , the
      Company’s policy is to present such taxes on a net basis in the consolidated
      statements of operations.





Principles
      of Consolidation





The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned Canadian subsidiaries, Neutron Media Inc. (“Neutron Media”) and
      4234260 Canada Inc., and its U.S. subsidiary, Stock-Trak, Inc. (“Stock-Trak”).
      Significant intercompany balances and transactions are eliminated on
      consolidation.





Use
      of
      Estimates




The
      preparation of financial statements in accordance with United States Generally
      Accepted Accounting Principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Significant estimates in these financial statements include
      the allowance for doubtful accounts, recovery of future income taxes, goodwill
      and annual goodwill impairment test, useful lives and impairment of long-lived
      assets, stock-based compensation costs, determination of the fair value of
      the
      intangible assets on recent acquisitions, determination of the fair value of
      the
      warrants issued on the private placement and the resulting impact on the
      allocation of the proceeds between the shares and warrants. Actual results
      could
      differ from those estimates.





Cash
      and
      Cash Equivalents





The
      Company considers all cash in banks, money market funds, and certificates of
      deposit with a maturity of less than three months to be cash
      equivalents.


F-10




**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Years Ended December 31, 2007 and 2006**
 **(Expressed
        in United States dollars)**


**2.** **Significant
      Accounting Policies (cont’d)**





Property
      and Equipment





Property
      and equipment are recorded at cost and are amortized (depreciated) over their
      estimated useful lives as follows:





Asset
            
            Basis
            
            RateComputer
                equipment and software
            
            Declining
                balance
            
            30%Furniture
                and equipment
            
            Declining
                balance
            
            20%Leasehold
                improvements
            
            Straight
                line
            
            initial
                term of lease+
                1
                option period





Amortization
      (depreciation) commences at the time when the assets are available for
      use.





Foreign
      Currency Translation





The
      Company’s functional currency, and that of its U.S. subsidiary, is the U.S
      dollar. The Company has determined that the functional currency of its two
      Canadian subsidiaries is the Canadian dollar.





All
      transactions initiated in Canadian dollars are translated into U.S. dollars
      in
      accordance with SFAS No. 52 "Foreign Currency Translation" as
      follows:




a)
            Assets
                and liabilities at the rate of exchange in effect at the balance
                sheet
                date; and




b)
            Revenue
                and expense items at the average rate of exchange prevailing during
                the
                period





Adjustments
      arising from such translations are deferred until realization and are included
      as a separate component of shareholders’ equity as a component of comprehensive
      income or loss. Therefore, translation adjustments are not included in
      determining net loss but are reported as a component of other comprehensive
      income (loss).





The
      Company translates foreign currency transactions into the Company’s functional
      currency at the exchange rate effective on the transaction date. If the exchange
      rate changes between the date of the transaction and the time actual payment
      is
      made or recorded, a foreign exchange transaction gain or loss results which
      is
      included in determining net loss for the year.





Revenue
      Recognition





During
      fiscal 2006, we derived our revenue primarily from two sources: (i) product
      sales revenue and (ii) revenue arising from the sale of advertising on L.E.D.
      screens, which we refer to as “Event Marketing.” Pursuant to the sale of our
      signage business during the third quarter of 2006, product sales ceased. Prior
      to the sale, product sales revenues were recognized when all of the following
      criteria were met: persuasive evidence for an arrangement existed; delivery
      had
      occurred; the fee was fixed or determinable; and collection was reasonably
      assured. In 2007, advertising revenues from our event marketing and stock market
      simulation segments are generally recognized as the related advertising is
      aired. Software revenue derived from our branded stock market simulations is
      recognized in accordance with the American Institute of Certified Public
      Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue
      Recognition, when all of the following conditions are met: persuasive evidence
      of an arrangement exists, there is evidence that delivery has occurred and
      the
      customer has accepted the software, the total sales price is fixed and
      determinable and


F-11




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**2** . **Significant
      Accounting Policies (cont’d)**





collectability
      is probable. Due to the fact that on-going service support is essential to
      the
      functionality of the software, the entire arrangement fee is recognized
      straight-line over the period during which the services are
      performed.





Comprehensive
      Income





The
      Company uses SFAS No. 130, "Reporting Comprehensive Income", which establishes
      standards for reporting and display of comprehensive income and its components
      in a full set of general-purpose financial statements. For the period ended
      December 31, 2007, the Company’s comprehensive loss was comprised of net loss
      and foreign currency translation adjustments.





Fair
      Value of Financial Instruments





The
      carrying values of the Company’s financial instruments, consisting of its cash
      and cash equivalents, accounts receivable, subscriptions receivable, accounts
      payable, accrued liabilities, amounts due to related parties and secured
      convertible note payable materially approximate their respective fair values
      at
      each balance sheet date due to the immediate or short-term maturity of these
      instruments.





The
      estimated fair value of a financial instrument is the amount at which the
      instrument could be exchanged in a current transaction between willing parties,
      other than a forced or liquidation sale. These estimates, although based on
      the
      relevant market information about the financial instrument, are subjective
      in
      nature and involve uncertainties and matters of significant judgment and,
      therefore, cannot be determined with precision. Changes in assumptions could
      significantly affect the estimates.





Risk
      Management Activities





(a)
            Currency
                Risk:





The
      Company is subject to currency risk through its activities in Canada. Changes
      in
      the exchange rate affect the operating results of the Company. The Company
      does
      not use derivative instruments to reduce its exposure to foreign currency risk.
      However, dependent on the nature, amount and timing of foreign currency receipts
      and payments, in the future, the Company may enter into foreign currency
      contracts to mitigate the associated risks. As at December 31, 2007, there
      were
      no foreign currency contracts outstanding.




(b)
            Credit
                Risk:





The
      Company manages its credit risk with respect to accounts receivable by billing
      whenever possible in advance of rendering services.  The
      Company, in the normal course of business, monitors the financial condition
      of
      its customers and reviews the credit history of each significant new customer.
      The Company does not have a significant exposure to any individual customer
      or
      counterparty. The Company establishes an allowance for doubtful accounts that
      corresponds to the credit risk of its specific customers, historical trends
      and
      economic circumstances. The Company does not believe that it is exposed to
      an
      unusual level of customer credit risk. As at
      December 31, 2007, one customer represented 5.05% of accounts receivable (2006
      -
      8.5%).


F-12


**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**2** . **Significant
      Accounting Policies (cont’d)**




Advertising





The
      cost
      of advertising is expensed as incurred. The Company incurred approximately
      $325,000 in
      advertising for the year ended December 31, 2007 (2006 - $22,637).





Income
      Taxes





The
      Company follows the Statement of Financial Accounting Standards Number 109
      (SFAS
      109), “Accounting for Income Taxes”. Future income taxes reflect the net effect
      of:





(i)  temporary
      differences between carrying amounts of assets and liabilities for financial
      purposes and the amounts used for income tax reporting purposes;
      and





(ii)  net
      operating loss carry forwards for income taxes using the liability
      method.





Under
      this method, future income taxes are recognized at the enacted tax rate expected
      to be applicable at the date of reversal for all significant temporary
      differences between the tax and accounting bases of assets and liabilities
      and
      for certain tax carryforward items. Future income tax assets are recognized
      only
      to the extent that, in the opinion of management, it is more likely than not
      that the future income tax assets will be realized. Future income tax assets
      and
      liabilities are adjusted for the effects of changes in tax laws and rates on
      the
      date of the enactment of the change.





In
      July
      2006, the FASB released FIN 48,
      “*Uncertainty
      in Income Taxes*,”
which
      defines accounting for uncertain tax positions and includes amendments to SFAS
      No. 109. We adopted FIN 48
      on
      January 1, 2007 (our first fiscal year after December 15, 2006). See
      Note 10 for additional information.





Stock-Based
      Compensation





The
      Company follows Financial Accounting Standards Board (FASB) Statement of
      Financial Accounting Standard (SFAS) No. 123R, “Share Based Payments”.
      Compensation expense for stock options awards are measured at the fair
      value at the grant date using the Black-Scholes valuation model and is
      recognized over the periods of requisite service during which each tranche
      of
      stock options is earned, using the graded vesting attribution
      method.





The
      Company estimates its forfeitures rate in order to determine its compensation
      expense arising from stock-based awards.




The
      Company uses the Black-Scholes-Merton option pricing model which requires the
      input of highly subjective assumptions. These assumptions, including estimating
      the length of time option holders will retain their stock options before
      exercising them (“the expected term”), the expected volatility of our common
      stock price over the expected term and the number of options that will
      ultimately not complete their vesting requirements (“forfeitures”). The amount
      of stock-based compensation recognized in the consolidated statement of
      operations could be materially different under different
      assumptions.


F-13




**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**2**.   
      **Significant Accounting Policies (cont’d)**





Earnings
      (Loss) Per Share





The
      Company computes net loss per common share using SFAS No. 128 "Earnings Per
      Share." Basic loss per common share is computed based on the weighted average
      number of shares outstanding for the year. The convertible debt, warrants and
      stock options have been excluded from the calculation of diluted loss per share
      since they are anti-dilutive. Diluted loss per share is computed by dividing
      net
      loss by the weighted average common shares outstanding assuming all dilutive
      potential common shares were issued.





Segment
      Reporting





The
      Company uses SFAS No. 131, "Disclosures about Segments of an Enterprise and
      Related Information", to guide its disclosure about segments of its business.
      This standard requires entity-wide disclosures about the products and services
      the entity provides, the material countries in which it holds assets and reports
      revenues and its major customers.





Business
      Combinations





The
      Company accounts for the acquisition of subsidiaries using the purchase method
      of accounting.





Deferred
      Rent





The
      Company recognizes rental expense on a straight-line basis over the lease terms.
      Deferred rent represents the difference between the rental expense as calculated
      on a straight-line basis and actual cash outflows.





Software
      Development





The
      Company uses SOP 98-1, “Accounting for the Costs of Computer Software Developed
      for Internal Use”. Under this standard, the Company capitalizes the costs
      incurred in the development of its platform being used for its stock market
      simulation contests. Costs are capitalized until the development stage has
      been
      completed, after which they are amortized over a period estimated to represent
      the useful life of the software. The software is for internal use. Approximately
      $405,000 of the capitalized costs relate to software whereby the development
      stage has been completed. Such costs are being amortized, commencing July 2007,
      over the estimated remaining useful life of nine months. The remaining $407,000
      of capitalized costs represent costs incurred in relation to a new version
      of
      our platform which is currently under development. Amortization of those costs
      has not yet commenced.





Intangible
      Assets





Intangible
      assets comprise technology, tradename and customer relationships acquired
      pursuant to the acquisition of Stock-Trak (note 4) and are being amortized
      over
      their estimated useful lives. The costs allocated and related amortization
      expenses are based on the final allocation of the purchase price as further
      detailed in note 4. The Company must make estimates and judgements regarding
      the
      future utility and carrying value of the intangible assets.


F-14


**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**2.   
      Significant Accounting Policies (cont’d)**





Goodwill





Goodwill
      represents the excess of the purchase price over the fair value of the net
      assets acquired in a business combination (note 4). Goodwill is not subject
      to
      amortization and is tested for impairment annually or more frequently if events
      or circumstances indicate that the asset might be impaired. Impairment is
      identified by comparing the fair value of the reporting unit to which goodwill
      relates to its carrying value. To the extent a reporting unit’s carrying amount
      exceeds its fair value, the Company measures the amount of impairment by the
      excess of the carrying value over the implied fair value of goodwill. The
      impairment is charged to income (loss) in the period in which it is determined.





Long-Lived
      Assets





Long-lived
      assets, comprising intangible assets, property and equipment, and software
      development costs, are reviewed for impairment if events or changes in
      circumstances indicate that the carrying value may not be recoverable.  If
      the sum of the undiscounted future cash flows expected from use and residual
      value is less than carrying amount, the long-lived asset is considered
      impaired.  An impairment loss is measured as the amount by which the
      carrying value of the long-lived asset exceeds its fair value.




Future
      Accounting Changes





(a)
      In
      September 2006, FASB issued SFAS 157, Fair Value Measurements, which defines
      fair value, establishes a framework for measuring fair value and expands fair
      value disclosures. The standard does not require
      any new fair value measurements. This standard is effective for fiscal years
      beginning after November 15, 2007. Management is currently assessing the impact
      on the Company's financial statements.





(b)
      In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB
      Statement No.159, The Fair Value Option for Financial Assets and Financial
      Liabilities (SFAS159), which includes an amendment to FASB Statement
      No.115.





SFAS159
      allows permits entities to choose, at specified election dates, to measure
      eligible financial assets and financial liabilities at fair value (referred
      to
      as the “fair value option”) and report associated unrealized gains and losses in
      earnings. Statement 159 is effective for fiscal years beginning after November
      15, 2007. Management is currently evaluating the impact of this standard on
      its
      consolidated financial statements.





(c)
      In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R
      will significantly change the accounting for business combinations. Under SFAS
      141R, an acquiring entity will be required to recognize all the assets acquired
      and liabilities assumed in a transaction at the acquisition-date fair value
      with
      limited exceptions. SFAS 141R will change the accounting treatment for certain
      specific acquisition related items including: (1) expensing acquisition
      related costs as incurred; (2) valuing noncontrolling interests at fair
      value at the acquisition date; and (3) expensing restructuring costs
      associated with an acquired business. SFAS 141R also includes a substantial
      number of new disclosure requirements. SFAS 141R is to be applied prospectively
      to business combinations for which the acquisition date is on or after
      January 1, 2009. We expect SFAS 141R will have an impact on our accounting
      for future business combinations once adopted but the effect is dependent upon
      the acquisitions that are made in the future.


F-15


**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**2.   
      Significant Accounting Policies (cont’d)**





(d)
      In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes new
      accounting and reporting standards for the noncontrolling interest in a
      subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
      noncontrolling interest in a subsidiary (minority interest) is an ownership
      interest in the consolidated entity that should be reported as equity in the
      Consolidated Financial Statements and separate from the parent company’s equity.
      Among other requirements, this statement requires consolidated net income to
      be
      reported at amounts that include the amounts attributable to both the parent
      and
      the noncontrolling interest. It also requires disclosure, on the face of the
      Consolidated Statement of Operations, of the amounts of consolidated net income
      attributable to the parent and to the noncontrolling interest. The
      guidance will become effective for the fiscal year beginning after December
      15,
      2008. We
      expect
      SFAS No. 160 will have an impact on our accounting for future business
      combinations once adopted but the effect is dependent upon the acquisitions
      that
      are made in the future.





**3.   
      Accounts Receivable**





**2007**
            
            2006Trade
                Receivables
            
            **$**
            **984,926**
            
            $
            498,875Other
                Receivables
            
            
            **44,573**
            
            
            31,428**$**
            **1,029,499**
            
            $
            530,303





Trade
      receivables are shown net of an allowance for doubtful accounts of $32,311
      (2006
      - $NIL).





**4.   
      Acquisition of Business**





On
      November 29, 2006, the Company entered into a merger agreement with Stock-Trak,
      a Georgia corporation. On January 3, 2007, the merger agreement was closed
      and
      Stock-Trak became a wholly- owned subsidiary of the Company. Stock-Trak is
      an
      Atlanta, Georgia based provider of stock market
      simulation services to the educational and corporate markets. In consideration
      for the merger, the Company issued or paid, as applicable, to the sole
      shareholder of Stock-Trak: (i) 647,249 common shares of the Company and (ii)
      $1,987,000 of cash. The $1,987,000 cash payment was subject to a post-closing
      adjustment to the extent that the total assets less the total of liabilities
      of
      Stock-Trak on January 3, 2007, were greater or less than $150,000. The cash
      payment, as adjusted for post-closing adjustments, amounted to $1,928,476.





Acquisition
      costs totalling $105,848 (December 31, 2006 - $86,310) represent legal and
      other
      costs incurred as a result of this merger and have been included in the cost
      of
      acquisition below.





The
      number of common shares issued pursuant to the merger was based on a value
      of
      $2.3175 per share. Accordingly, the aggregate value of the common shares issued
      amounted to $1,500,000.





The
      Company accounts for this acquisition using the purchase method of
      accounting.


F-16


**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**4.** **Acquisition
      of Business (cont’d)**





The
      assigned values of the assets and liabilities purchased based on our final
      allocation are as follows:





**Assets:**Cash
            
            $
            2,896Accounts
                receivable
            
            
            101,053Due
                from former sole shareholder
            
            
            88,061Prepaids
                and deposits
            
            
            6,094Property
                and equipment
            
            
            20,884Intangible
                assets
            
            
            1,338,000Goodwill
            
            
            2,103,8483,660,836**Liabilities:**Accounts
                payable and accrued liabilities
            
            
            91,512Line
                of credit
            
            
            20,000Deferred
                revenue
            
            
            15,000126,512**Cost
                of acquisition**
            
            **$**
            **3,534,324**





Included
      in total U.S. source assets for our stock market simulation segment as detailed
      in note 13 is the goodwill and intangible assets acquired upon acquisition
      of
      Stock-Trak.





Intangible
      assets comprise the following:





**Cost**
            
            **Accumulated**
              **Amortization**
            
            **Net
                Book**
              **Value**Technology
            
            $
            449,000
            
            $
            149,667
            
            **$**
            **299,333**Tradename
            
            
            209,000
            
            
            69,666
            
            
            **139,334**Customer
                relationships
            
            
            680,000
            
            
            136,000
            
            
            **544,000**$
            1,338,000
            
            $
            355,333
            
            **$**
            **982,667**





Aggregate
      amortization expense related to intangible assets was $355,333 for the year
      ended December 31,


2007.
      Estimated annual amortization expense for the next five years is: 2008 −
$355,333; 2009 −


$355,334;
      2010 − $136,000; and 2011 − $136,000. The remaining lives of the following
      intangible assets at December 31, 2007 are: customer relationships 4 years;
      and
      technology and tradename 2 years.




Prior
      to
      entering into the merger agreement, the Company was party to a Joint Development
      Agreement with Stock-Trak pursuant to which Stock-Trak provided software
      development services to the Company. Other than the foregoing, there was no
      relationship between the Company or its directors and officers, or any associate
      of any of our directors or officers, on the one hand, and Stock-Trak or its
      executives on the other.


F-17


**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**4.  
      Acquisition of Business (cont’d)**





Prior
      to
      the merger, Stock-Trak had a stock-based compensation plan for its employees
      (the “Plan”). Pursuant to the terms of the Plan, all outstanding options granted
      under the Plan were repurchased by Stock-Trak in conjunction with the merger
      agreement. Option grantees were paid an aggregate of $74,975, representing
      the
      excess of the fair market value at the date of the merger over the exercise
      price per option. Immediately prior to the merger, a total of $51,776 was
      expensed as stock-based compensation related to such options in Stock-Trak’s
      books and records. The difference between the aggregate payment to grantees
      and
      the amount previously expensed amounted to $23,199. Such amount has been
      included in the Company’s statement of operations under stock-based compensation
      with the offset included in a separate component of shareholders’ equity,
      capital in excess of par value.





The
      results of operations of Stock-Trak have been included in the consolidated
      financial statements since the date of acquisition.





**5.** **Property
      and Equipment**





**Cost**
            
            **Accumulated
                Amortization**
            
            **Net
                Book Value****2007****Computer
                equipment and software**
            
            **$**
            **199,482**
            
            **$**
            **71,714**
            
            **$**
            **127,768****Furniture
                and equipment**
            
            
            **39,906**
            
            
            **15,061**
            
            
            **24,845****Leasehold
                improvements**
            
            
            **34,398**
            
            
            **14,823**
            
            
            **19,575****$**
            **273,786**
            
            **$**
            **101,598**
            
            **$**
            **172,188**2006Computer
                equipment and software
            
            $
            99,483
            
            $
            43,754
            
            $
            55,729Furniture
                and equipment
            
            
            28,799
            
            
            10,247
            
            
            18,552Leasehold
                improvements
            
            
            16,557
            
            
            6,144
            
            
            10,413$
            144,839
            
            $
            60,145
            
            $
            84,694


F-18


**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**6.   
      Related Party Transactions**





As
      discussed in Note 16, during fiscal 2006, the Company sold certain assets
      related to its signage business to a former executive of the
      Company.





As
      of
      December 31, 2006, the Company’s financial statements reflected a liability
      owing to a former director and officer on an unsecured interest bearing
      promissory note in the amount of $68,727, due on demand with interest calculated
      at a rate of 10% per annum (compounded annually). As of December 31, 2006,
      the
      Company’s financial statements also reflected a liability owing to a shareholder
      in the amount of $25,000. This loan was unsecured, non-interest bearing and
      due
      on demand. During the year ended December 31, 2007, management determined that
      a
      complete write-off was required on both loans payable.





On
      September 28, 2007, the former director and officer (the “plaintiff”) filed a
      civil complaint against the Company demanding repayment of the promissory note
      plus damages. The plaintiff is claiming that the obligation under the promissory
      note as at December 31, 2007 amounts to approximately $90,000, inclusive of
      interest at 10% compounded annually. Management believes that the claim is
      unsupported and without merit and, accordingly, no provision has been made
      for
      the claim.





In
      November 2007, the Company’s wholly-owned subsidiary, Neutron Media Inc.,
      secured $100,000 Canadian of bridge financing from an officer of the Company.
      The loan was secured by all of Neutron Media Inc.’s assets. The loan was fully
      repaid in December 2007.





Included
      in the $3,587,000 of cash proceeds collected pursuant to the private placement
      as described in note 8(l), is $1,025,000 collected from executives, senior
      management and directors of the Company.





Related
      party transactions are recorded at the exchange amount, being the amount agreed
      to by the related parties.





**7.   
      Secured Convertible Note Payable**





On
      March
      23, 2007, the Company issued a Secured Convertible Note (the “note”) in the
      amount of $2,100,000. The note accrues interest at 8% per annum, compounded
      annually and payable at maturity. The note matures the earlier of (a) September
      23, 2008 (b) upon the occurrence of an event of default (as defined in the
      agreement) and (c) at the option of the holder, on the date that the Company
      has
      completed raising $7,000,000 by way of debt or equity financing or any
      combination thereof. Events of default include non-payment of principal and
      interest when due, any material breach of the note or security agreement, any
      change in effective control of the Company, or the institution of any
      proceedings by or against the Company under any law relating to bankruptcy,
      insolvency, reorganization or other form of debtor relief, or an event of
      bankruptcy or insolvency. Upon any event of default, the entire principal amount
      and any accrued interest becomes immediately due and payable.





The
      Company has the option to prepay the note, in whole or in part, at any time
      upon
      five days written notice.





The
      note
      is secured by all of the Company’s assets.





The
      note
      contains a provision allowing for the conversion of all or a portion of the
      principal and accrued interest outstanding into common shares of the Company
      at
      the option of the holder at a conversion price of $2.50 per share. Total
      interest accrued and capitalized to the note amounts to $130,257 as at December
      31, 2007. As at December 31, 2007, the note is convertible into at least 892,102
      common shares.


F-19


**Stock-Trak
            Group, Inc.**
 **(Formerly
            Neutron Enterprises, Inc.)**
 **Notes
            to Consolidated Financial Statements**
 **For
            the Years Ended December 31, 2007 and 2006**
 **(Expressed
            in United States dollars)**


**8.   
      Common Shares**





Authorized:
      200,000,000 common shares $0.001 par value and 10,000,000 preferred shares
      $0.001 par value.





a)
            As
                at December 31, 2006, the Company, through its wholly-owned subsidiary,
                Neutron Media Inc., held in escrow 200,000 Class E exchangeable shares
                (“Exchangeable Shares”) related to a prior
                acquisition.





Each
                Exchangeable Share can be converted, at the option of the holder,
                to one
                common share of Stock-Trak Group, Inc (formerly Neutron Enterprises,
                Inc.)
                with no additional consideration
                given.





Neutron
      Media Inc. has executed a Put and Call Agreement with each vendor relating
      to
      the Exchangeable Shares. Pursuant to the respective agreements, each vendor
      has
      the option, under certain circumstances including the insolvency of the
      corporation, to cause the corporation to repurchase its Exchangeable Shares
      in
      consideration of the delivery of common shares of Stock-Trak Group, Inc
      (formerly Neutron Enterprises, Inc.), on a one for one basis. The agreement
      also
      gives Stock-Trak Group, Inc. (formerly Neutron Enterprises, Inc.) as well as
      Neutron Media Inc. an overriding call right to purchase the Exchangeable Shares
      owned by each vendor should a vendor request that the corporation repurchase
      the Exchangeable Shares, whether pursuant to the Put and Call Agreement or
      pursuant to the articles of incorporation of the corporation. Consideration
      in
      the circumstance is the common shares of Stock-Trak Group, Inc. (formerly
      Neutron Enterprises, Inc.)





Accordingly,
      in these financial statements the Exchangeable Shares have been shown as equity
      of the Company.





Based
      on
      the terms of the agreement, the 200,000 Exchangeable Shares were to be held
      in
      escrow for two years following the completion of the asset acquisition. All
      or a
      portion of the Exchangeable Shares were to be distributed to the vendor after
      the escrow period depending on the performance of the related business unit
      and
      any remaining Exchangeable Shares were to be returned to the
      Company.





During
      the three months ended June 30, 3007, the parties entered into an amending
      agreement whereby 150,000 of the 200,000 Exchangeable Shares being held in
      escrow were released and converted into 150,000 common shares of the
      Company.





The
      150,000 common shares issued during the three months ended June 30, 2007 have
      been valued at $1.65 per share, based on the closing price of the Company’s
      shares as at the date of the amending agreement. The aggregate value of $247,500
      has been reflected in salaries and benefits for our event marketing segment
      with
      an offsetting credit to shareholders’ equity in 2007.





The
      remaining 50,000 common shares were held in escrow, subject to the achievement
      of divisional sales targets which
      were met in December 2007. An aggregate value of $14,500, representing the
      fair
      value of the common shares as at the date of achievement of the sales targets,
      has been included in salaries and benefits for our event marketing segment
      with
      an offsetting credit to shareholders’ equity in 2007. The 50,000 common shares
      were released subsequent to year-end.


F-20




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**8.**
            **Common
                Shares (Cont’d)**





b)
            As
                at December 31, 2006, the Company had outstanding warrants to purchase
                3,000,000 common shares of the Company exercisable at $1.00 per share
                and
                subject to vesting terms related to achievement of sales goals. Warrants
                to purchase 250,000 common shares were vested as at December 31,
                2006.




**Vesting
                terms or status of warrants granted to Creata**
            
            
            
            **#
                of warrants**Warrants
                vested during the year-ended December 31, 2006
            
            
            
            
            
            250,000*Not
                vested:*Vests
                upon payment from clients referred to the Company of:
            
            $
            1,000,000
            
            
            250,000$
            6,000,000
            
            
            500,000$
            16,000,000
            
            
            500,000$
            26,000,000
            
            
            500,000$
            38,500,000
            
            
            500,000$
            50,100,000
            
            
            500,0003,000,000Total
                warrants forgiven during the year-ended December 31, 2007
            
            
            
            
            
            (2,750,000
            )**Total
                warrants outstanding as at December 31, 2007**
            
            
            
            
            
            **250,000**





Of
      the
      3,000,000 warrants granted to Creata, as described above, 250,000 vested during
      fiscal 2005 and an expense amounting to $567,348 was included in general and
      administrative expenses in fiscal 2005. The Company used the Black-Scholes
      Option Pricing Model to value the warrants that vested during fiscal
      2005.





The
      remaining 2,750,000 warrants were forfeited during the year ended December
      31,
      2007.





c)
            During
                fiscal 2005, the Company commenced litigation against a third party
                to
                cancel 1,000,000 common shares of the Company that were previously
                issued
                to the third party. The Company is attempting to cancel the shares
                due to
                the failure of the third party to provide the services for which
                the
                shares were issued. As at December 31, 2007, the litigation is ongoing.
                The Company believes that it has a valid basis to cancel the shares.




F-21







**Stock-Trak
        Group, Inc.**
 **(Formerly
        Neutron Enterprises, Inc.)**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Years Ended December 31, 2007 and 2006**
 **(Expressed
        in United States dollars)**




**8.**
            **Common
                Shares (Cont’d)**





d)
            On
                April 27, 2006, the Company issued 50,000 common shares in consideration
                for services provided. The Company determined the value of these
                shares to
                be $100,000 based on the quoted price of the shares on the date of
                issuance. In addition, on December 12, 2006, the Company issued 37,500
                common shares in consideration for services provided. The Company
                determined the value of these shares to be $91,875 based on the quoted
                price of the shares on the date of
                issuance.





e)
            On
                August 25, 2006, the Company issued 500,000 common shares to the
                CEO in
                consideration for services to be provided under the terms of his
                employment agreement with the Company. The Company determined the
                total
                value of these shares to be $1,200,000 based on the quoted price
                of the
                shares on the date of issuance. As the shares were fully vested at
                December 31, 2006, the total value of $1,200,000 was expensed to
                stock-based compensation - salaries and general and administrative
                in
                fiscal 2006.





f)
            On
                December 10, 2006, the Company entered into an agreement to issue
                50,000
                common shares in exchange for services to be provided. The common
                shares
                were earned and issued in equal monthly instalments of 8,333.33 over
                the
                six month term of the agreement in 2007. Based on the quoted price
                of the
                common shares as at each date earned, the value of the shares issued
                amounted to $89,333 and has been included in general and administrative
                expenses with an offset to shareholders’ equity for the year-ended
                December 31, 2007.





g)
            On
                December 22, 2006, the Company issued to Investa Solutions a warrant
                to
                purchase up to 750,000 common shares (the “Consultant Warrant”). The
                Consultant Warrant has an exercise price of $2.50 per share and terminates
                two years after the date of grant. The Consultant Warrant vests in
                accordance with the following schedule: (i) warrant to purchase 250,000
                shares vest when the closing price of our common shares equals or
                exceeds
                $2.50 per share for a period of ten consecutive trading days; (ii)
                warrant
                to purchase 250,000 shares vest when the closing price of our common
                shares equals or exceeds $3.75 per share for a period of ten consecutive
                trading days; and (iii) warrant to purchase 250,000 shares vest when
                the
                closing price of our common shares equals or exceeds $5.75 per share
                for a
                period of ten consecutive trading
                days.





In
      accordance with EITF 96-18, the Company has not recognised any expense with
      respect to these warrants as no performance commitment exists, and no warrants
      have vested under the agreement as at December 31, 200 7.





h)
            On
                December 22, 2006, as part of a private placement financing, the
                Company
                issued 2,150,000 common shares and warrants to purchase 1,075,000
                common
                shares at a strike price of $2.50 to investors for cash proceeds
                of
                $4,300,000. The Company issued warrants to purchase 172,000 common
                shares
                at a strike price of $2.50 and was obligated to pay an amount of
                $215,000
                to a company for its assistance with respect to the financing. The
                $215,000 was reflected as a reduction of shareholders’ equity for the
                year-ended December 31, 2006. The warrants vested immediately and
                were to
                expire two years from the grant date. The Company determined the
                value of
                the warrants to be $1,145,846 based on the Black-Scholes Option Pricing
                Model using the assumptions noted below. In November 2007, warrants
                to
                purchase 1,075,000 common shares were cancelled (note
                8(k)).


F-22




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**8.**
            **Common
                Shares (Cont’d)**





Risk-free
                interest rate
            
            
            4.69
            %Volatility
                factor of the future expected market price of the Company’s common
                shares
            
            
            78.02
            %Weighted
                average expected life
            
            
            2
                yearsExpected
                dividends
            
            
            Nil




i)
            On
                January 3, 2007, the Company issued 647,249 common shares pursuant
                to the
                acquisition of Stock-Trak (note 4).





j)
            During
                the three months ended March 31, 2007, as part of a private placement
                financing, the Company issued 250,000 common shares and warrants
                to
                purchase 125,000 common shares at a strike price of $2.50 per share
                for
                gross proceeds of $500,000. The Company also issued warrants to purchase
                20,000 common shares at a strike price of $2.50 per share and paid
                an
                amount of $10,000 in cash consideration to a company for its assistance
                with respect to the financing. The warrants vested immediately and
                were to
                expire in two years from the grant date. The $10,000 in cash consideration
                was reflected as a reduction to shareholders’ equity for the year-ended
                December 31, 2007. Based on the relative fair value of the common
                shares
                issued and the value of the warrants as calculated based on the
                Black-Scholes Option Pricing Model using the assumptions noted below,
                the
                Company determined that the value attributable to the warrants amounted
                to
                $65,352. Warrants to purchase 125,000 common shares were cancelled
                in
                November 2007 (Note 8(k)).





Risk-free
                interest rate
            
            
            4.46
            %Volatility
                factor of the future expected market price of the Company’s common
                shares
            
            
            56.53
            %Weighted
                average expected life
            
            
            2
                yearsExpected
                dividends
            
            
            Nil





k)
            In
                November 2007, the Company issued 5,600,000 common shares to a group
                of
                existing shareholders who previously invested $4,800,000 in private
                placement financing (Notes 8 (j) and (h)). The common shares were
                issued
                in exchange for the cancellation of warrants to purchase 1,200,000
                common
                shares of the Company previously issued to such investors and a general
                release in favour of the Company. Warrants to purchase 1,075,000
                common
                shares were issued in December 2006 and had a value of $987,798 based
                on
                the Black-Scholes Option Pricing Model. Warrants to purchase 125,000
                common shares were issued during the first quarter of 2007 and were
                assigned a value of $56,338 based on the Black-Scholes Option Pricing
                Model. All warrants had an exercise price of $2.50 per common share.
                An
                aggregate of $2,296,000 has been included in the statement of operations
                for the year-ended December 31, 2007, based on the quoted value of
                the
                common shares at the date of
                issuance.


F-23




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**


**8.**
            **Common
                Shares (Cont’d)**




l)
            In
                December 2007, we sold 14,348,000 units at a price of $0.25 per unit
                for
                gross cash proceeds of $3,587,000, of which $144,000 was collected
                in
                January 2008. Each unit consisted of one common share and one warrant
                to
                purchase an additional common share at a purchase price of $0.35
                per
                share. The Company is obligated to pay $8,750 in cash consideration
                and
                issue 35,000 warrants to a company for its assistance with respect
                to the
                financing. The $8,750 has been reflected as a reduction of shareholders’
                equity. The warrants vested immediately and expire in two years from
                the
                date of grant. The terms of the warrant agreement also provide that
                the
                Company has the option to call up to 100% of the warrants in the
                event
                that the fair market value of the Company’s common shares is greater than
                or equal to $0.75 for a period of ten consecutive days. Based on
                the
                relative fair value of the common shares issued and the value of
                the
                warrants as calculated based on the Black-Scholes Option Pricing
                Model
                using the assumptions noted below, the Company determined that the
                value
                attributable to the warrants amounted to
                $736,500.





Risk-free
                rate
            
            
            3.31
            %Volatility
                factor of the future expected marketprice
                of the Company’s common shares
            
            
            62.93
            %Weighted
                average expected life
            
            
            2
                yearsExpected
                dividends
            
            
            Nil





In
      February 2008, we sold an additional 400,000 units under the same terms and
      conditions as described above for gross cash proceeds of $100,000. These units
      will be reflected in shareholders’ equity in 2008.





m)
            In
                January 2008, pursuant to a legal settlement, 60,000 common shares
                were
                cancelled and returned to authorized share capital. The shares were
                initially issued in 2004 in exchange for the provision of services
                and
                recorded at a value of $1.33 per share based on the trading price
                of the
                Company’s shares at the date of
                issuance.


F-24




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**9.**
            **Stock
                Based Compensation**





As
      at
      December 31, 2007, the Company has reserved 3,015,000 common shares under its
      Amended 2005 Stock Plan (the “2005 Plan”). In addition, on October 12, 2007, the
      Company adopted its 2007 Stock Incentive Plan (the “New Plan”). The New Plan
      also reserves 6,000,000 common shares for issuance pursuant to stock options,
      stock appreciation rights, restricted stock awards and units, unrestricted
      stock
      awards and other equity based or equity related awards to employees, officers,
      directors, consultants or advisors of the Company or any of its
      subsidiaries.





Stock
      options issued under the New Plan have a term of no more than 10 years, an
      exercise price equal to at least 100% of the fair market value of our common
      shares on the date of grant, are subject to vesting as determined by the Board,
      and unless otherwise determined by the Board, may not be transferred except
      by
      will, the laws of descent and distribution, or pursuant to a domestic relations
      order. Each option is exercisable for one common share. Unless otherwise
      determined by the Board, awards expire three months after termination of
      employment or other association with the Company or one year after termination
      due to disability or death. In the event that termination of employment or
      association is for a cause, as that term is defined in the New Plan, unless
      otherwise determined by the Board, awards expire immediately upon such
      termination. The New Plan also provides for accelerated vesting in the event
      of
      a change in control or reorganization (as defined in the New Plan).





Each
      award granted under the 2005 Plan is exercisable for one common share. The
      terms
      of the awards granted under the 2005 Plan shall be no more than 10 years and
      is
      further reduced to 5 years for certain participants. Except as may be provided
      for under a separate agreement, each award vests over a period of not less
      than
      three years from the grant date. The exercise price of the option must equal
      at
      least 75% of the market price of the underlying share at the grant date. Once
      vested, options are exercisable at any time until expiry, or unless cancelled
      under a provision of the 2005 Plan.





The
      Company recognizes an expense relating to stock options granted to both
      employees and non-employees using the fair value method. The stock option
      expense is calculated using the Black-Scholes Option Pricing Model.





On
      December 12, 2007, the Company granted 650,000 stock options under the New
      Plan
      to its officers. The options have a strike price of $0.30 per share, vest in
      equal quarterly instalments over one year, and expire December 11,
      2012.





On
      December 12, 2007, the Company also granted 250,000 stock options under the
      New
      Plan to a director. The options have a strike price of $0.30, vest in equal
      semi-annual instalments over two years, and expire December 11,
      2012.





On
      October 12, 2007, the Company granted 1,420,000 stock options under the New
      Plan. Such stock options have an exercise price of $0.50 per share, vest in
      two
      semi-annual instalments over a one year period from the date of grant, and
      expire five years from the grant date. 50,000 of these options were forfeited
      during the three months ended December 31, 2007.





On
      October 15, 2007, the Company issued an additional 1,420,000 stock options
      (the
“Additional Plan Options”) under the New Plan. Issuance of 1,125,000 of the
      Additional Plan options was conditioned upon each recipient having surrendered
      to the Company for cancellation 1,450,000 outstanding options under the
      Company’s 2005 Amended Stock Option Plan (the “Old Plan.”) as further described
      below. The Additional Plan Options have an exercise price of $0.65 per share,
      vest in two semi-annual instalments with the first vesting date being 18 months
      from the grant date, and expire five years from the grant date. 50,000 of the
      Additional Plan Options were forfeited during the three months ended December
      31, 2007.


F-25




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**9.**
            **Stock
                Based Compensation
                (cont’d)**





In
      addition to the stock options granted under the New Plan, the Company also
      issued 12,700,000 stock options to officers, directors and advisors as set
      forth
      below.





On
      October 12, 2007, the Company issued 6,350,000 stock options (the “Initial Non
      Plan Options”) at an exercise price of $0.50 per share. Such options vested in
      full upon grant and expire 5 years from the date of grant.





On
      October 15, 2007, the Company issued an additional 6,350,000 stock options
      (the
“Additional Non Plan Options”) at an exercise price of $0.65 per share. Such
      options vested in full upon grant and expire 5 years from the grant date. The
      issuance of the Additional Non Plan Options was conditioned on the recipients
      surrendering the 8,085,000 stock options issued to them prior to October
      2007.





The
      Initial Non Plan Options and Additional Non Plan Options (the “Non Plan
      Options”) are subject to selling restrictions as further defined in the
      agreements. The Company also has the option to repurchase some or all of the
      shares issued upon exercise of the Non Plan Options in event of the option
      holder’s termination, resignation or death, for proceeds equal to the exercise
      price.





The
      issuances of the options granted in October 2007 have been accounted for as
      an
      award. The incremental stock-based compensation expense amounted to
      approximately $3,660,000 and the unrecognized compensation cost related to
      non-vested stock options surrendered amounted to approximately $2,000,000.
      Approximately $4,720,000 has been expensed in 2007 with the remainder to be
      expensed over the remaining vesting period.





On
      December 12, 2007, in connection with the resignation of a director, the Company
      waived certain clauses in his option agreement with respect to resignation
      and
      termination of services and approved that all 50,000 Initial Non-Plan Options
      and 50,000 Additional Non-Plan Options previously granted to him expire two
      years from the date of resignation.





During
      the three months ended June 30, 2007, the Company granted 100,000 stock options
      under the 2005 Plan to an employee. The options were to have a strike price
      of
      $1.93 per share, vest in equal annual instalments over 3 years and expire March
      31, 2012. All of these options were cancelled in October 2007 pursuant to the
      grant of the Additional Plan Options.





During
      the three months ended March 31, 2007, the Company granted 200,000 stock options
      under the 2005 Plan to its employees. 100,000 of the options had a strike price
      of $2.05 per share and were to vest in equal annual instalments over 3 years,
      expiring in February 2012. The remaining 100,000 options had a strike price
      of
      $2.39 per share and were to expire in July, 2011. 16,666 of the 100,000 options
      vested immediately upon the date of grant. The remaining 83,334 options were
      to
      vest in equal instalments over 30 months, the first vesting date being April
      19,
      2007. These options were cancelled in October 2007 pursuant to the grant of
      Additional Plan Options.





During
      the three months ended March 31, 2007, the Company also granted 200,000 stock
      options under the 2005 Plan to the former shareholder of Stock-Trak (note 4).
      These options were to vest in equal annual instalments over three years, have
      a
      strike price of $2.20 and were to expire December 31, 2011. These options were
      cancelled in October 2007 pursuant to the grant of Additional Plan
      Options.




F-26




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**9.**
            **Stock
                Based Compensation
                (Cont’d)**





During
      the three months ended December 31, 2006, the Company granted 750,000 stock
      options to its employees under the 2005 Plan. Of these options, 650,000 had
      a
      strike price of $2.20 per share and were to vest over a period of three years.
      100,000 options had a strike price of $2.34 per share and vest over two years.
      The options were to expire in November and December 2011. During the year ended
      December 31, 2007, 200,000 options with an exercise price of $2.20 per share
      were forfeited. The remaining options were cancelled in October 2007 pursuant
      to
      the grant of Additional Plan Options.





During
      the three months ended September 30, 2006, the Company granted 3,750,000 stock
      options to its directors and officers. Of these options, 2,300,000 options
      were
      issued outside the 2005 Plan at a strike price of $2.00 per share. Of the
      1,450,000 options granted within the 2005 Plan, 250,000 were issued at a strike
      price of $2.00 per share, 500,000 were issued at a strike price of $2.34 per
      share, 400,000 were issued at a strike price of $2.39 per share, and 300,000
      were issued at a strike price of $2.43 per share. The options were to vest
      over
      two to three years and expire between June and September 2011. 220,000 and
      200,000 of the options granted inside the 2005 Plan were forfeited during the
      years ended December 31, 2006 and 2007, respectively. All but 30,000 of the
      remaining options, which were granted inside the 2005 Plan at an exercise price
      of $2.00 per share, were cancelled in October 2007 pursuant to the grant of
      Additional Plan and Non-Plan Options.





During
      the three months ended June 30, 2006, the Company granted 4,500,000 stock
      options to its officers and directors. Of these options 4,250,000 were issued
      outside the 2005 Plan, 4,000,000 of which had a strike price of $2.00 per share
      and 250,000 of which had a strike price of $1.00 per share. The remaining
      250,000 options were issued under the 2005 Plan and had a strike price of $2.00
      per share. The options were to vest over a period of up to 2 years and expire
      in
      May and June 2011. These options were cancelled in October 2007 pursuant to
      the
      grant of Additional Non-Plan Options.





During
      the three months ended March 31, 2006, the Company granted 450,000 stock options
      to its directors and officers under the 2005 Plan. The options had an exercise
      price of $2.00 per share, were to vest over two years, and expire in January
      and
      February 2011. The vesting terms of 100,000 of these options were modified
      in
      2007, to become fully exercisable on April 30, 2007. In addition, 300,000 of
      these options were cancelled in October 2007 pursuant to the grant of the
      Additional Non-Plan Options.





In
      October 2007, 385,000 stock options with a strike price of $1.70 per share
      were
      cancelled pursuant to the grant of the Additional Non-Plan Options.





Including
      the $23,199 as discussed in Note 4, stock-based compensation amounted to
      $8,866,878 during the year ended December 31, 2007 (2006 - $7,136,992, inclusive
      of $1,200,000 related to common shares issued to our CEO (note 8 (e)).




F-27




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**


**9.**
            **Stock
                Based Compensation
                (Cont’d)**








No
      other
      value associated with the stock options was recognized in the accounts of the
      Company.





The
      fair
      value of each option and warrant granted for the years ended December 31, 2007
      and 2006 was estimated on the date of the grant, using the Black-Scholes Option
      Pricing Model with the following assumptions:




**2007**
            
            2006Risk-free
                interest rate
            
            
            **3.31-
                4.78**
            **%**
            
            4.35
                - 5.07
            %Volatility
                factor of the future expected market price of the Company’s common
                shares
            
            
            **56
                - 63**
            **%**
            
            75.94
                - 92.07
            %Weighted
                average expected life·Options
            
            
            **5
                years**
            
            
            5
                years·Warrants
            
            
            **2
                years**
            
            
            2
                yearsExpected
                dividends
            
            
            **Nil**
            
            
            Nil




Weighted
              average grant date fair
              value·Options
            
            **$**
            **0.59**
            
            $
            2.16·Warrants
            
            **$**
            **0.27**
            
            $
            2.22





The
      weighted average expected life of the options and the warrants represents the
      period of time that the options and warrants are expected to be outstanding.
      At
      December 31, 2007, no options or warrants have been exercised to date, and
      100%
      of issued options and warrants are at exercise prices in excess of the trading
      price of the Company at December 31, 2007. As a result, the Company has
      estimated that the option and warrant holders will exercise at the expiry date.
      The risk-free rate used to value the warrants and options is based on the yield
      of U.S. Treasury securities at the grant date. The volatility has been
      calculated based on the historical price of the Company’s common shares since
      January 2005, a historic period that management has determined best represents
      the future expected volatility.


F-28




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**9.**
            **Stock
                Based Compensation
                (cont’d)**





Details
      of the options are as follows:





**Number
                of**
              **options**
            
            **Weighted average
                exercise price per share**Options
                outstanding, December 31, 2005
            
            
            385,000
            
            $
            1.70Options
                granted
            
            
            9,450,000
            
            
            2.04Options
                exercised
            
            
            -
            
            
            -Options
                forfeited
            
            
            (220,000
            )
            
            (2.00
            )Options
                outstanding, December 31, 2006
            
            
            9,615,000
            
            $
            2.03Options
                granted
            
            
            16,940,000
            
            
            0.61Options
                exercised
            
            
            -
            
            
            -Options
                cancelled
            
            
            (9,535,000
            )
            
            (1,93
            )Options
                forfeited
            
            
            (500,000
            )
            
            (1.95
            )**Options
                outstanding, December 31, 2007**
            
            
            **16,520,000**
            
            **$**
            **0.58**Options
                exercisable, December 31, 2005
            
            
            385,000
            
            $
            1.70Options
                exercisable, December 31, 2006
            
            
            2,490,000
            
            $
            1.85**Options
                exercisable, December 31, 2007**
            
            
            **12,880,000**
            
            **$**
            **0.60**





Of
      the
      total options outstanding and exercisable as at December 31, 2007, 180,000
      were
      issued under the 2005 Plan. The remainder were issued under the terms of the
      New
      Plan or as Non-Plan options as further described above.




Details
      of stock options outstanding as at December 31, 2007 are as
      follows:




**Range
                of exercise prices**
            ****
            **Number of Options
                Outstanding**
            
            **Weighted Average
                Exercise Price**
            
            **Weighted Average
                Contractual Life (Years)**
            
            **Number of Options
                Exercisable**$2.00
            
            
            180,000
            
            $
            2.00
            
            
            1.91
            
            
            180,000$0.50
                - $0.65
            
            
            15,440,000
            
            $
            0.575
            
            
            4.79
            
            
            12,700,000$0.30
            
            
            900,000
            
            $
            0.30
            
            
            4.95
            
            
            -TOTAL
            
            
            16,520,000
            
            
            
            
            
            
            
            
            12,880,000





The
      aggregate intrinsic value of both the outstanding and exercisable options as
      at
      December 31, 2007 amounted to $NIL.





As
      of
      December 31, 2007, there was approximately $1,109,000 of unrecognized
      compensation cost, net of estimated forfeitures, related to non-vested
      share-based compensation arrangements. That cost is expected to be recognized
      over a remaining vesting period of approximately two years.




F-29




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**


**10.**
            **Income
                Taxes**





**2007**
            
            2006Income
                tax expense (recovery) at statutory rates
            
            **$**
            **(5,231,303**
            **)**
            
            **(34.0**
            **)%**
            $
            (3,114,630
            )
            
            (34.0
            %)*Increase
                (decrease) in income taxes resulting from:*Expenses
                deducted in the accounts that have no corresponding deduction for
                income
                taxes
            
            
            **3,923,234**
            
            
            **25.5**
            **%**
            
            2,426,577
            
            
            26.5
            %Impact
                of different tax rate on earnings of foreign subsidiaries
            
            
            **55,178**
            
            
            **0.36**
            **%**
            
            (2,614
            )
            
            (0.0
            %)Change
                in valuation allowance
            
            
            **1,211,659**
            
            
            **7.87**
            **%**
            
            544,886
            
            
            5.9
            %Other
                items
            
            
            **41,232**
            
            
            **0.27**
            **%**
            
            145,781
            
            
            1.6
            %**$**
            -
            
            
            **0.0**
            **%**
            $
            -
            
            
            0.0
            %





Expenses
      that have no corresponding deduction for income tax are primarily stock-based
      compensation, amortization of intangibles and cancellation of warrants
      compensation.




F-30




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**10.**
            **Income
                Taxes (cont’d)**





The
      tax
      effects of temporary differences that give rise to significant portions of
      the
      future tax assets and liabilities at December 31, 2007 and 2006 are presented
      below:




**2007**
            
            2006Future
                tax assets:Property
                and equipment
            
            **$**
            **14,782**
            
            $
            20,451Non-capital
                losses expiring by 2027
            
            
            **2,758,832**
            
            
            1,658,962Software
                development
            
            
            **118,880**
            
            
            -Cumulative
                eligible capital
            
            
            **6,236,403**
            
            
            6,236,403Other
            
            
            **(1,421**
            **)**
            
            -**9,127,476**
            
            
            7,915,816Less
                valuation allowance
            
            
            **9,127,476**
            
            
            7,915,816Total
                net future tax assets
            
            
            **-**
            
            
            -Less
                current portion
            
            
            **-**
            
            
            -**$**
            -
            
            $
            -




At
      December 31, 2007, the Company has non-capital losses of approximately
      $8,560,000 available to reduce future years' taxable income, and which expire
      as
      follows:




2014
            
            $
            65,9252015
            
            
            1,865,6612016
            
            
            1,281,5232017
            
            
            2,463,1122020
            
            
            1,4352021
            
            
            33,7982022
            
            
            32,4192023
            
            
            55,7582024
            
            
            330,6462025
            
            
            552,4062026
            
            
            812,0412027
            
            
            1,065,286$
            8,560,010








No
      provision has been made in the financial statements with respect to any
      potential future income tax assets which may be associated with any of these
      losses.


F-31




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**10.**
            **Income
                Taxes (cont’d)**





**Unrecognized
      Tax Benefits**




On
      January 1, 2007, the Company adopted the provisions for FIN 48, which is an
      interpretation of SFAS No. 109. FIN 48 prescribes a recognition threshold that
      a
      tax position is required to meet before being recognized in the financial
      statements and provides guidance on de-recognition, measurement, classification,
      interest and penalties, accounting in interim periods, disclosure and transition
      issues. FIN 48 contains a two-step approach to recognizing and measuring
      uncertain tax positions accounted for in accordance with SFAS No. 109. The
      first
      step is to evaluate the tax position for recognition by determining if the
      weight of available evidence indicates that it is more likely than not that
      the
      position will be sustained upon ultimate settlement with a taxing authority,
      including resolution of related appeals or litigation processes, if any. The
      second step is to measure the tax benefit as the largest amount that is more
      than 50% likely of being realized upon ultimate settlement. Prior to
      January 1, 2007 and the implementation of FIN 48, the Company recorded tax
      contingencies when the exposure item became probable and reasonably estimable,
      in accordance with SFAS No. 5, *Accounting
      for Contingencies* .





The
      adoption of FIN 48 has not had a material effect on our financial position
      or
      results of operations for 2007 .




**Classification
      of Interest and Penalties**





Additionally,
      FIN 48 requires the Company to accrue interest and related penalties, if
      applicable, on all tax positions for which reserves have been established
      consistent with jurisdictional tax laws *.*





We
      recognize accrued interest and penalties related to unrecognized tax benefits
      as
      a component of income tax expense.





The
      interest and penalties as of December 31, 2007 and for the years ended December
      31, 2007 and 2006 were zero.





**Tax
      Years and Examination**




The
      Company files tax returns in each jurisdiction in which it is registered to
      do
      business. For each jurisdiction a statute of limitations period exists. After
      a
      statute of limitations period expires, the respective tax authorities may no
      longer assess additional income tax for the expired period. Similarly, the
      Company is no longer eligible to file claims for refund for any tax that it
      may
      have overpaid. The following table summarizes the Company’s major tax
      jurisdictions and the tax years that remain subject to examination by these
      jurisdictions as of December 31, 2007:




**Tax Jurisdictions**
            
            **Tax Years**Federal,
                U.S.A
            
            2004
                and onwardNevada,
                U.S.A
            
            2004
                and onwardGeorgia,
                U.S.A
            
            2007Federal,
                Canada
            
            2004
                and onwardOntario,
                Canada
            
            2004
                and onwardQuebec,
                Canada
            
            2006
                and onward




F-32


**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**10.**
            **Income
                Taxes (cont’d)**




Additionally,
      net operating losses from years from which the statute of limitations have
      expired could be adjusted in the event that the taxing jurisdictions challenge
      the amounts of net operating loss carryovers that were generated in prior years
      and will be carried forward in future years.




**11.**
            **Barter
                Transactions**





(a)
            In
                August 2007, the Company entered into a promotional and licensing
                agreement whereby a third party promotes the Company’s stock market
                simulation contests through its web site as well as through alerts
                to its
                subscribers. In consideration for such services, the Company
                integrates certain of the third party’s content onto the Company’s Wall
                Street Survivor and Stock-Trak web sites.  The Company accounted for
                the transaction in accordance with EITF 99-17 “Accounting for Advertising
                of Barter Transactions”. The Company determined that the fair value of the
                transaction is not determinable within the scope of EITF 99-17.
                Accordingly, the transaction is recorded at the carrying value of
                the
                advertising surrendered, being nil.





(b)
            During
                the three months ended December 31, 2007, the Company’s event marketing
                segment sold advertising in exchange for four luxury train trips
                worth
                approximately $25,000. Such trips are to be awarded as prizes in
                the
                Company’s stock market simulation contest which runs from January 2, 2008
                to April 25, 2008. The Company recorded the transaction at the fair
                value
                of the consideration received. The transaction has been recorded
                as a
                deferred charge for our stock market simulation segment which will
                be
                expensed in 2008 over the course of the related stock market simulation
                contest.





**12.**
            **Commitments
                and Contingency**





**Commitments**





(a)
            The
                Company has entered into operating lease agreements for office premises
                with approximate minimum annual lease payments as
                follows:





For
                the 12 months ended December 312008
            
            $
            197,0002009
            
            
            185,0002010
            
            
            95,000$
            477,000





In
      addition to the basic rent, the Company is responsible for its proportionate
      share of property taxes and operating costs for certain of the office
      premises.





(b)
            The
                Company has entered into various consulting and service agreements
                with
                approximate payments of $549,000, $175,000 and $14,000 for the years
                ended
                December 31, 2008, 2009 and 2010,
                respectively.


F-33




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**


**12.**
            **Commitments
                and Contingency (Cont’d)**





(c)
            Based
                on the terms of a consulting agreement, the Company has issued 100,000
                common shares to the consultant subsequent to year-end. The common
                shares
                were earned in equal monthly instalments of 16,667 over the six month
                term
                of the contract, ending in December 2007. Based on the quoted price
                of the
                common shares at each date earned, the value of the earned shares
                amounted
                to $55,333 and has been included in general and administrative expenses
                with an offset to shareholders’ equity in
                2007.





**Contingency**





In
      the
      ordinary course of business, the Company and its subsidiaries may have legal
      proceedings brought against them. Other than as described in note 6, management
      is not aware of any outstanding legal claims against the Company as of December
      31, 2007.




**13.**
            **Segment
                Disclosure**





In
      2006,
      there was only one reportable segment, events marketing. The Company’ second
      segment, stock market simulation services commenced in 2007 in connection with
      the acquisition of Stock-Trak. In 2007, the Company's reportable segments are
      strategic business units that offer different services. Each segment is managed
      separately because it is subject to different marketing strategies. As such,
      the
      operations of the Company and its consolidated subsidiaries are comprised of
      two
      reportable operating segments in 2007: event marketing and stock market
      simulation services. The accounting policies of the reportable segments are
      the
      same as those described in the Company's summary of significant accounting
      policies (note 2). The following information is provided with respect to the
      Company's operating segments:


F-34




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**13.**
            **Segment
                Disclosure (Cont’d)**




**For
                    the year ended December 31, 2007****Event
                    Marketing**
                
                **Stock
                    Market Simulation**
                  **Services**
                
                **Total****Revenue****Canada**
                
                $
                -
                
                $
                -
                
                **$**
                **-****USA**
                
                
                2,430,615
                
                
                1,130,803
                
                
                **3,561,418**$
                2,430,615
                
                $
                1,130,803
                
                **$**
                **3,561,418****Cost
                    of revenue**
                
                
                600,828
                
                
                72,171
                
                
                **672,999****Salaries
                    and benefits**
                
                
                1,395,232
                
                
                1,613,734
                
                
                **3,008,966****General
                    and administrative**
                
                
                96,497
                
                
                1,468,929
                
                
                **1,565,426****Occupancy
                    costs**
                
                
                79,532
                
                
                146,788
                
                
                **226,320****Depreciation
                    and amortization**
                
                
                20,313
                
                
                646,436
                
                
                **666,749****Stock-based
                    compensation**
                
                
                -
                
                
                1,858,554
                
                
                **1,858,554****Interest**
                
                
                (1,800
                )
                
                2,399
                
                
                **599****Segment****Profit
                    (Loss)**
                
                $
                240,013
                
                $
                (4,678,208
                )
                **$**
                **(4,438,195**
                **)****Unallocated
                    amounts -**Shared
                    salaries and benefits
                
                
                
                
                
                
                
                
                **586,689**Shared
                    general and administrative
                
                
                
                
                
                
                
                
                **758,312**Shared
                    occupancy costs
                
                
                
                
                
                
                
                
                **35,387**Shared
                    depreciation and amortization
                
                
                
                
                
                
                
                
                **217**Foreign
                    exchange
                
                
                
                
                
                
                
                
                **175,867**Cancellation
                    of warrants compensation
                
                
                
                
                
                
                
                
                **2,296,000**Shared
                    stock-based compensation
                
                
                
                
                
                
                
                
                **7,008,324**Sharedinterest
                    expense
                
                
                
                
                
                
                
                
                **87,195****10,947,991****Net
                    Loss**
                
                
                
                
                
                
                
                **$**
                **(15,386,186**
                **)****Total
                  Segment Assets****Canada**
                
                $
                79,093
                
                $
                484,974
                
                **$**
                **564,067****U.S.A.**
                
                
                953,945
                
                
                3,515,833
                
                
                **4,469,778****Total**
                
                $
                1,033,038
                
                $
                4,000,807
                
                **$**
                **5,033,845****Unallocated
                    amounts -**Cash
                    and cash equivalents - U.S.A.
                
                
                
                
                
                
                
                
                **2,338,466**Cash
                    and cash equivalents - Canada
                
                
                
                
                
                
                
                
                **826,778**Otherassets
                    - U.S.A.
                
                
                
                
                
                
                
                
                **166,945**Otherassets
                    - Canada
                
                
                
                
                
                
                
                
                **51,497****Total
                    assets**
                
                
                
                
                
                
                
                **$**
                **8,417,531****Capital
                    expenditures:**Event
                    Marketing
                
                
                
                
                
                
                
                **$**
                **4,089**Stock
                    Market Simulation Services
                
                
                
                
                
                
                
                
                **123,332**Unallocated
                
                
                
                
                
                
                
                
                **1,526****Total**
                
                
                
                
                
                
                
                **$**
                **128,947**




F-35




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**13.**
            **Segment
                Disclosure (Cont’d)**





In
      2006,
      while the Company had subsidiaries in Canada and in the United States, it
      operated as an international business and had no distinct reportable business
      segments.





The
      tables below set out the following information for 2006:





(a)
            The
                Company's revenue by geographic region based on the region in which
                the
                customer was located was as
                follows:




**2006**Revenue:Canada
            
            **$**
            **155,119**United
                States
            
            
            **1,943,518****$**
            **2,098,637**




(b)
            The
                Company's revenue by type was as
                follows:




**2006**Revenue:Stock
                market simulation
            
            **$**
            **-**Product
                sales
            
            
            **26,069**Event
                marketing
            
            
            **2,072,568****$**
            **2,098,637**




(c)
            In
                2006, the Company had three customers, which represented 3.9%, 3.1%
                and
                2.1% of revenue respectively.





(d)
            The
                Company's identifiable assets for each geographic area in which it
                had
                operations were as follows:





**2006**Property
                and equipmentCanada
            
            **$**
            **84,694****$**
            **84,694**


F-36




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**14.**
            **Pro
                Forma Financial Statements**





The
      unaudited pro forma consolidated results of operations for the year ended
      December 31, 2006 reflect the acquisition of Stock-Trak as if it took place
      on
      January 1, 2006. The unaudited pro forma statement of operations is presented
      for illustrative purposes only and does not reflect either the realization
      of
      potential cost savings or any related integration costs. Certain cost savings
      have resulted or will result from the acquisition, although there is no
      assurance that additional cost savings will be achieved. These pro forma results
      do not purport to be indicative of the results that would have actually been
      obtained if the acquisition had occurred on January 1, 2006 nor do they intend
      to be a projection of results that may be obtained in the future.





The
      unaudited pro forma information presents combined operations results for
      Stock-Trak Group, Inc. (formerly Neutron Enterprises, Inc) and Stock-Trak,
      Inc.,
      with the results prior to the acquisition adjusted (1) to include the proforma
      effects of elimination of transactions between Stock-Trak Group, Inc. (formerly
      Neutron Enterprises, Inc.) and Stock-Trak, Inc. (2) to reflect the amortization
      of intangible assets acquired pursuant to the acquisition of Stock-Trak, Inc.
      (3) to
      reflect an expense of $23,199 representing the excess of the consideration
      paid
      over the vested expense of stock options repurchased and cancelled pursuant
      to
      the acquisition of Stock-Trak, Inc. and stock based compensation expense related
      to stock options issued to employees dedicated to Stock-Trak, Inc.




The
      unaudited pro forma consolidated basic and fully diluted earnings per share
      for
      the year-ended December 31, 2006 assume the shares issued pursuant to the
      acquisition of Stock-Trak, Inc. (note 4) were issued on January 1,
      2006.




**Stock-Trak
      Group, Inc.**


(Formerly
      Neutron Enterprises, Inc.)


Unaudited
      Pro forma Statement of Operations


**For
      year ended December 31, 2006**




**Revenue**
            
            **$**
            **3,052,256****Net****Loss**
            
            **$**
            **(9,738,853**
            **)****Weighted
                average pro forma number of common shares outstanding
                -****Basic
                and fully diluted**
            
            
            **46,591,530****Net
                loss per share - basic and fully diluted**
            
            **$**
            **(0.21**
            **)**


F-37




**Stock-Trak
          Group, Inc.**
 **(Formerly
          Neutron Enterprises, Inc.)**
 **Notes
          to Consolidated Financial Statements**
 **For
          the Years Ended December 31, 2007 and 2006**
 **(Expressed
          in United States dollars)**




**15.**
            **Comparative
                Figures**





Certain
      reclassifications of prior year figures have been made to facilitate comparison
      with the current year.





**16.**
            **Sale
                of assets**





On
      August
      15, 2006, the Company entered into an agreement to sell certain assets related
      to its signage business, including a loan receivable with a principal amount
      of
      $450,000, plus accrued interest, and the inventory of signs which the Company
      carried at a book value of $238,376, to a company owned by a member of its
      executive team. Under the terms of the agreement, the Company received a lump
      sum payment and is entitled to ongoing royalties related to sales of the signage
      business. The agreement required the resignation of the executive, and other
      members of the signage group, the sale of the inventory to this new company,
      and
      the assumption of the existing warranty on products sold since the Company
      entered this business.





Upon
      closing, the Company received a lump sum payment of $725,000, less legal fees
      of
      $19,000, which were applied as repayment of the loan balance discussed above,
      with the balance applied against the inventory which was sold to the new company
      under the agreement.





Under
      the
      terms of the agreement, the Company has the right to continue to participate
      in
      the signage business through any LED sales opportunities that are identified
      by
      the new company, and is entitled to receive royalties from other signage sales
      related to the assets that have been sold, for a period of eight years. As
      a
      result, the Company determined that the disposal of these assets did not result
      in discontinued operations under Statement 144.





As
      a
      result of the review of the value of the inventory on hand, and an examination
      of the details of the asset sale agreement, the Company determined that a
      writedown of its inventory in the amount of $269,254 was required. Pursuant
      to
      the terms of the asset sale agreement, the remaining inventory was sold during
      fiscal 2006. The writedown of the inventory has been included in the cost of
      revenue / goods sold during the twelve months ended December 31,
      2006.




F-38