UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
  FORM
10-KSB/A
 
 (Mark
one)
 [X]
                ANNUAL
      REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
      THE  SECURITIES  EXCHANGE ACT
      OF 1934
  [   ]
                TRANSITION  REPORT  PURSUANT  TO  SECTION  13
      OR  15(d)  OF THE  SECURITIES EXCHANGE
      ACT OF 1934
 For
the fiscal year ended December 31, 2007
  or
  For the
transition period from ______ to ______
  Commission
file number: 000-26703
  ECHO
RESOURCES, INC.
 
  Delaware
              
              000-26703
              
              98-0206030(State or other
      jurisdictionof incorporation)
              
              (Commission file
      number)
              
              (IRS
      Employer Identification No.)
  500 Australian Avenue South, Suite 700,West Palm
      Beach FL
              
              33401(Address of
      principal executive offices)
              
              (Zip
      Code)
  Registrant's
telephone number, including area code: (561) 514-0194
  Securities
registered pursuant to Section 12(b) of the Exchange
Act: None
  Securities
registered pursuant to Section 12(g) of the Exchange Act:
  Common
Stock, Par Value $0.00005 Per Share
  Check
whether the issuer (1) has filed all reports required to be filed by section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
  Yes |X|
No |_|
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|
  Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).
  Yes |_|
No |X|
  State
issuer's revenues for its most recent fiscal year ended December 31, 2007:
$0.
  Of the
5,539,040 shares of voting stock of the registrant issued and outstanding as of
March 24, 2007, 552,046 shares were held by non-affiliates. The aggregate market
value of the voting stock held by non-affiliates of the registrant computed by
reference to the closing bid price of its Common Stock as reported on the OTC
Bulletin Board on March 10, 2008: US$557,566.
  Transitional
Small Business Disclosure Format (check one):
  Yes |__|
No |X|
  
 
 PART
I
  Item 1.
Description of Business
  The
following discussion should be read in conjunction with the Company's audited
financial statements and notes thereto and Item 6 included herein. In connection
with, and because the Company desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or
on its behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward looking statements made by, or on the Company's
behalf. Without limiting the generality of the foregoing, words such as "may",
"anticipate", "intend", "could", "estimate", or "continue" or the negative or
other comparable terminology are intended to identify forward-looking
statements. The Company disclaims any obligation to update forward-looking
statements.
  (a)  Business
Development
  Echo
Resources, Inc. was incorporated on December 15, 1997 in Delaware as AlphaCom
Corporation. Previously, we were a subsidiary of Lingo Media Inc. ("LMI")
(formerly Alpha Communications Corp.) located at 151 Bloor Street West, Suite
890, Toronto, Ontario, M5S 1S4. On March 20, 2003, Bruce Cohen ("Mr. Cohen")
acquired 1,500,000 shares of our common stock from 1476848 Ontario Inc. We
changed our name in March 2003 to TVE Corporation and in July 2004 to Echo
Resources, Inc. In September 2000, we commenced trading on the Over-The-Counter
Bulletin Board under the symbol "AHMC", our symbol was changed to "ALHO" as of
March 7, 2003 due to a 1:25 reverse stock split and was later changed in March
2003 to "TVEO" due to a name change.
  On June
30, 2004, Gala Enterprises Ltd. ("Gala"), purchased 1,500,000 shares of our
restricted Common Stock for $85,000 from Mr. Cohen, our former majority
shareholder and former sole officer and director. The purpose of this
transaction was to effect a change of control of us from Mr. Cohen to Gala. As
of the date of this filing, Gala directly owns 54% of the issued and outstanding
common stock of Echo. On June 30, 2004, Mr. Pieter DuRand ("Mr. DuRand") assumed
the position as our sole officer and director from Mr. Cohen. In July, 2004, the
Company effected a forward 2 for 1 stock split by way of a stock dividend, and
officially changed its name to "Echo Resources, Inc."
  Unless
the context indicates otherwise, references hereinafter to the "Company", "we",
"us" or "Echo" include Echo Resources, Inc., a Delaware corporation. Our
principal place of business is 500 Australian Avenue, Suite 700, West Palm
Beach, Florida 33401, and our telephone number at that address is (561)
514-0194.
  (b)
Business of the Company
  The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold exploration and development of diamond and gold
mines in Canada. In 2007 the Company decided to exit this business plan and seek
a different plan that would require less start-up capital to develop. The
Company's auditors have issued a going concern opinion in our audited financial
statements for the fiscal year ended December 31, 2007. This means that our
auditors believe there is doubt that the Company can continue as an on-going
business for the next twelve months unless it obtains additional capital to pay
its bills. This is because the Company has not generated any revenues and no
revenues are anticipated until it begins removing and selling minerals.
Accordingly, we must raise cash from sources such as investments by others in
the Company and through possible transactions with strategic or joint venture
partners. In the event we raise cash, we will likely use such funds to develop
an new business plan, which is as yet undetermined We do not plan to use any
capital raised for the purchase or sale of any plant or significant equipment.
The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
   1
  Employees
  As of
December 31, 2007, we do not have any employees. We anticipate hiring employees
over the next twelve months if we are successful in implementing our plan of
operations. Presently, the Company does not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, the
Company may adopt such plans in the future.
  Available
Information
  Information
regarding the Company's annual reports on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K, and any amendments to these reports, are
available to the public from the SEC's website at http://www.sec.gov as soon as
reasonably practicable after the Company electronically files such reports with
the Securities and Exchange Commission. Any document that the Company files with
the SEC may also be read and copied at the SEC's public reference room located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.
  Risk
Factors
  You
should consider each of the following risk factors and any other information set
forth in this Form 10-KSB and the other Company's reports filed with the
Securities and Exchange Commission ("SEC"), including the Company's financial
statements and related notes, in evaluating the Company's business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company's operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company's business and financial condition,
results or prospects could be harmed.
  RISKS
ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS
  The
Company lacks meaningful operating history and will require substantial capital
if it is to be successful.
  The
Company has a very limited operating history upon which an evaluation of its
future success or failure can be made. In fact, it was only recently that the
Company took steps in a plan to engage in the acquisition of interests in
exploration and development mines in Canada, and it is too early to determine
whether such steps will lead to success. The Company's ability to achieve and
maintain profitability and positive cash flow over time will be dependent upon,
among other things, its ability to (i) identify and acquire diamond and gold
mining properties or interests therein that ultimately have probable or proven
diamond and gold reserves, (ii) sell such diamond and gold mining properties or
interests to strategic partners or third parties or commence mining of diamond
and gold, (iii) produce and sell diamond and gold at profitable margins and (iv)
raise the necessary capital to operate during this period. At this stage in the
Company's development, it cannot be predicted how much financing will be
required to accomplish its objectives.
  The
Company needs to raise funds in order to initiate any business plan and cover
operating deficits for the foreseeable future. The Company presently does not
have any revenues, nor does it anticipate operating income in the near future.
No assurances can be given that the Company will be able to obtain the necessary
funding remain in operation. The inability to raise additional funds will have a
material adverse affect on the Company's business, plan of operation and
prospects.
  The
Company's success is dependent upon a limited number of people.
   2
  The
Company's business will be harmed if it is unable to manage growth.
  The
Company's business may experience periods of rapid growth that will place
significant demands on its managerial, operational and financial resources. In
order to manage this possible growth, the Company must continue to improve and
expand its management, operational and financial systems and controls. The
Company will need to expand, train and manage its employee base. No assurances
can be given that the Company will be able to timely and effectively meet such
demands. The Company's officers and directors may have conflicts of interest and
do not devote full time to the Company's operations. In addition, the Company's
officers do not devote full time to the Company's operations. Until such time
that the Company can afford executive compensation commensurate with that being
paid in the marketplace, its officers will not devote their full time and
attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
  Increased
Costs Could Affect Profitability
  Costs
frequently are subject to variation from one year to the next due to a number of
factors. In addition, costs are affected by the price of commodities such as
fuel and electricity. Such commodities are at times subject to volatile price
movements, including increases that could make production at certain operations
less profitable. A material increase in costs at any significant location could
have a significant effect on the Company's profitability.
  Government  regulation
or changes in such  regulation may adversely  affect the
Company's business.
  The
Company has and will, in the future, engage experts to assist it with respect to
its operations. No assurances can be given that it will be successful in its
efforts. Uncertainty and new regulations and rules could increase the Company's
cost of doing business or prevent it from conducting its business.
  Occurrence  of
Events for Which We Are Not  Insured May Affect Our Cash Flow and
Overall Profitability
  The
Company does not maintain insurance policies to protect against certain risks
related to our operations because of the high premiums associated with insuring
those risks. In other cases, insurance may not be available for certain risks.
The Company does not maintain insurance policies against political risk. The
occurrence of events for which the Company is not insured may affect our cash
flow and overall profitability.
  RISKS
RELATED TO THE COMPANY'S COMMON STOCK
  The
Company does not expect to pay dividends in the foreseeable future. The Company
has never paid cash dividends on its common stock and has no plans to do so in
the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.
  "Penny
stock" rules may make buying or selling the common stock difficult and severely
limit their market and liquidity. Trading in the Company's common stock is
subject to certain regulations adopted by the SEC commonly known as the "Penny
Stock Rules". The Company's common stock qualifies as penny stock and is covered
by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), which imposes additional sales practice requirements on
broker/dealers who sell the Company's common stock in the market. The "Penny
Stock" rules govern how broker/dealers can deal with their clients and "penny
stock". For sales of the Company's common stock, the broker/dealer must make a
special suitability determination and receive from clients a written agreement
prior to making a sale. The additional burdens imposed upon broker/dealers by
the "penny stock" rules may discourage broker/dealers from effecting
transactions in the Company's common stock, which could severely limit its
market price and liquidity. This could prevent investors from reselling Echo
common stock and may cause the price of the common stock to
decline.
   3
  Although
publicly traded, the Company's common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future. Although the Company's
common stock is listed for trading on the Over-the-Counter Electronic Bulletin
Board, the trading market in the common stock has substantially less liquidity
than the average trading market for companies quoted on other national stock
exchanges. A public trading market having the desired characteristics of depth,
liquidity and orderliness depends on the presence in the marketplace of willing
buyers and sellers of our common stock at any given time. This presence depends
on the individual decisions of investors and general economic and market
conditions over which we have no control. Due to limited trading volume, the
market price of the Company's common stock may fluctuate significantly in the
future, and these fluctuations may be unrelated to the Company's performance.
General market price declines or overall market volatility in the future could
adversely affect the price of the Company's common stock, and the current
market
 price may
not be indicative of future market prices.
 
 Item
2. Description of Property
  The
Company's current mailing address is 500 Australian Avenue South, Suite 700 West
Palm Beach, Florida 33401. The property consists of approximately 200 square
feet of finished office space. Other than this mailing address, we do not
currently maintain any other office facilities. We pay no rent or other fees for
the use of the mailing address as these offices are used virtually full-time by
other businesses of our shareholder. We believe that the foregoing space is
adequate to meet our current needs and anticipate moving our offices during the
next twelve (12) months if we are able to execute our business
plan.
  Item
3. Legal Proceedings
  There are
no material legal proceedings to which we (or any of our officers and directors
in their capacities as such) are a party or to which our property is subject and
no such material proceedings are known by our management to be
contemplated.
  Item 4.
Submission of Matters to a Vote of Security Holders
  No matter
was submitted to a vote of our shareholders, through the solicitation of proxies
or otherwise during the fourth quarter of our fiscal year ended December 31,
2006, covered by this report.
 
 PART
II
  
 Item 5. Market for Common Equity and Related
Stockholder Matters.
  a) Market
Information. Our common stock, par value $0.00005 per share (the "Common
Stock"), was traded on the OTC Bulletin Board market under the symbol "AHMC"
until such time as we amended our articles of incorporation and affected a 1:25
reverse stock split in March 2003 and received the stock symbol "ALHO".
Subsequently, we changed our name to TVE Corporation and received the stock
symbol "TVEO". We then changed our name to Echo Resources, Inc. and received the
stock symbol "ECHR". Our common stock is traded sporadically and no established
liquid trading market currently exists therefore.
  The
following table represents the range of the high and low price for our Common
Stock on the OTC Bulletin Board for each fiscal quarter for the last two fiscal
years ending December 31, 2004, and 2005, respectively. These Quotations
represent prices between dealers, may not include retail markups, markdowns, or
commissions and may not necessarily represent actual transactions.
  Year
      2006
                High
                LowFirst
      Quarter
                4.30
                4.00Second
      Quarter
                4.60
                4.25Third
      Quarter
                4.75
                4.45Fourth
      Quarter
                4.90
                4.65Year
      2007
                High
                LowFirst
      Quarter
                4.90
                3.25Second
      Quarter
                3.25
                1.50Third
      Quarter
                1.50
                1.25Fourth
      Quarter
                1.50
                1.18
  4
  (b)  Holders.  As
of March 10, 2007,  there were  approximately  two
hundred (200) holders of record of our common stock.
  (c)
Dividend Policy. We have not declared or paid cash dividends or made
distributions in the past, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and reinvest future earnings, if any, to finance our
operations.
  (d)
Equity Compensation Plans. We have not authorized any compensation plans
(including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year ended December 31, 2005.
  Recent
Sales of Unregistered Securities.
  We did
not sell any securities during the period covered by this report that were not
registered under the Securities Act, which was not disclosed in our
10-QSB.
 
 Item
6. Management's Discussion and Analysis
  Overview
  The
Company is a start-up, development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
focused on diamond and gold exploration and development of diamond and gold
mines in Canada, which the Company elected to abandon in the third quarter of
2007. The Company's auditors have issued a going concern opinion. This means
that its auditors believe there is doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains additional
capital to pay its bills. This is because the Company has not generated any
revenues and no revenues are anticipated until it begins operations from a new
business plan. Accordingly, we must raise cash from sources such as investments
by others in the Company and through possible transactions with strategic or
joint venture partners. We do not plan to use any capital raised for the
purchase or sale of any plant or significant equipment. The following discussion
and analysis should be read in conjunction with the financial statements of the
Company and the accompanying notes appearing subsequently under the caption
"Financial Statements."
  Results
of Operations
  Revenues
  There is
no historical financial information about the Company upon which to base an
evaluation of our performance. The Company did not generate any revenues from
operations for the twelve months ended December 31, 2007 nor 2006. Accordingly,
comparisons with prior periods are not meaningful. The Company is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the decision and implementation of
a new business plan.
  Operating
Expenses
  Operating
expenses increased by $3,280 from $31,502 for the year ended December 31, 2006
to $34,782 for the year ended December 31, 2006. The increase in our net
operating loss is due to the a increase in professional fees.
   5
  Interest
Expense
  Interest
expense for the years ended December 31, 2007 and 2006 were $43,948 and $47,948.
The decrease in our interest expense is due to the interest payable pursuant to
the convertible promissory notes entered into with Confederated Finance Corp.
("Convertible Note") and the lower amortization of the beneficial conversion
feature discount of these notes.
  Net
Income/Loss
  Net loss
decreased $720 from net operating loss of $79,450 for the year ended December
31, 2006 to a net operating loss of $78,730 for the year ended December 31,
2007. The decrease in net operating loss is due to the lower amortization of the
beneficial conversion feature discount of the notes payable.
  As of
December 31, 2007, our accumulated deficit was $563,388.
  Assets
and Liabilities
  Our total
assets were $19,846 as of December 31, 2007.  Our assets
consisted  of cash of $19,846.
  Total
Current Liabilities as of December 31, 2007 were $167,147. Our notes payable are
to Confederated Finance Corp. for $167,000. The notes have been discounted by
$165,000 for their beneficial conversion feature which is amortized over the
life of the notes. As of December 31, 2007, $136,860 of the discount has been
amortized.
  Plan of
Operation
  The
Company's plan of operation for the next twelve months is to focus on developing
and implementing a new business plan since we have elected to abandon the mining
interests operations.
  Financial
Condition, Liquidity and Capital Resources
  At
December 31, 2007, we had cash and cash equivalents of $19,846. Our working
capital is presently ($147,301) and there can be no assurance that our financial
condition will improve. We expect to continue to have minimal working capital or
a working capital deficit as a result of our current liabilities.
  For the
year ended December 31, 2007, we have not generated cash flow from operations.
Consequently, we have been dependent upon a third party non-affiliate,
Confederated Finance Corp. ("Confederated"), to fund our cash requirements.
Specifically, we entered into a Convertible Promissory Note ("Note") with
Confederated for the principal sum or so much of the principal sum of One
Hundred Thousand Dollars ($100,000) and a second note in the principal sum of
One Hundred Thousand Dollars, ($100,000), as may from time to time have been
advanced and be outstanding, together with accrued interest at the rate of 7%
per annum. The entire unpaid balance of principal (subject to conversion of such
principal as provided in the Note) and all accrued and unpaid interest shall be
due and payable on the day prior to the first anniversary of the Effective Date
of the Note.
  As of
December 31, 2007, we had cash of $19,846 and a working capital deficit of
$147,301. As of December 31, 2007, we had no outstanding debt other than
ordinary notes payable to Confederated in connection with accrued interest
payable on the Notes. The Company will seek funds from possible strategic and
joint venture partners and financing to cover any short term operating deficits
and provide for long term working capital. No assurances can be given that the
Company will successfully engage strategic or joint venture partners or
otherwise obtain sufficient financing through the sale of equity.
  No trends
have been identified which would materially  increase or decrease our
results of operations or liquidity.
  We have
short-term liquidity problems that will be addressed by the Convertible Note,
which we have a balance of $33,000 to draw for working capital. For long-term
liquidity, we believe that we will need to raise additional capital to remain an
ongoing concern; however, as stated above no commitments have been made as of
this date.
   6
  Going
Concern
  We have
suffered recurring losses from operations and are in serious need of additional
financing. These factors among others indicate that we may be unable to continue
as a going concern, particularly in the event that we cannot obtain additional
financing or, in the alternative, affect a merger or acquisition. Our
continuation as a going concern depends upon our ability to generate sufficient
cash flow to conduct our operations and our ability to obtain additional sources
of capital and financing.
  The
accompanying consolidated financial statements have been prepared assuming that
we will continue as a going concern. We have a stockholders deficit of $563,388
at December 31, 2007 and net losses from operations of $78,730 and $79,450,
respectively, for the years ended December 31, 2007 and 2006. These conditions
raise substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
  Critical
Accounting Policies
  Use of
Estimates: The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ materially
from those estimates.
  Loss per
share: Basic loss per share excludes dilution and is computed by dividing the
loss attributable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted loss per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the Company. Diluted
loss per share is computed by dividing the loss available to common shareholders
by the weighted average number of common shares outstanding for the period and
dilutive potential common shares outstanding unless consideration of such
dilutive potential common shares would result in anti-dilution. Common stock
equivalents were not considered in the calculation of diluted loss per share as
their effect would have been anti-dilutive for the periods ended December 31,
2007 and 2006.
  Off-Balance
Sheet Arrangements
  We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.
 
 Item
7. Financial Statements
  Our
financial statements have been examined to the extent indicated in their reports
by Pollard-Kelley Auditing Services, Inc. for the two years ended December 31,
2007 and 2006, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein, on Page F-1 hereof
in response to Part F/S of this Form 10-KSB.
  7
  ECHO
RESOURCES, INC.
   INDEX
TO FINANCIAL STATEMENTS
 
 
 Reports
      of Independent Registered Public Accounting Firms
                F-2Balance
      Sheet
                F-3Statements
      of Operations
                F-4Statements
      of Stockholders’ Equity
                F-5Statements
      of Cash Flows
                F-6Notes
      to Financial Statement
                F-7
 
 
 
 
 F-1
 
  
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 The Board
of Directors and Stockholders
 Echo
Resources, Inc.
 West Palm
Beach, Florida
 
 We have
audited the accompanying balance sheet of Echo Resources, Inc., as of December
31, 2007, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the two years in the period 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 audits.
 
 We
conducted our audit in accordance with 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Echo Resources, Inc. as of December
31, 2007, and the results of its operations and its cash flows for the two years
in the period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.
 
 The
accompanying financial statements have been prepared assuming that Echo
Resources, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Echo Resources, Inc. suffered recurring losses from
operations which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 
 
 Pollard-Kelley
Auditing Services, Inc.
 Independence,
Ohio
 March 12,
2008
 
 
 
 
 
 F-2
 
  
 
 Echo
Resources, Inc.
 Balance
Sheet
 
 
 December
      31, 2007ASSETSCURRENT
      ASSETSCash
                
                $
                19,846Accounts receivable
                
                
                0Total
      current assets
                
                
                19,846OTHER
      ASSETSMining
      claim interest
                
                
                0Total
      other assets
                
                
                0Total
      Assets
                
                $
                19,846LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payableAccrued
      interest
                
                $
                30,287Note
      payable
                
                
                136,860Total
      current liabilities
                
                
                167,147Total
      Liabilities
                
                
                167,147STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.0001 par value, 10,000 shares authorized, 0 issued and
      outstanding
                
                
                0Common
      stock, $0.00005 par value, authorized 49,990,000 shares;
                  5,539,040
      issued and outstanding
                
                
                277Additional
      paid-in capital
                
                
                415,810Deficit
      accumulated during the development stage
                
                
                (563,388
                )Total
      stockholders’ equity
                
                
                (147,301
                )Total
      Liabilities and  Stockholders’ Equity
                
                $
                19,846
 
 The
accompanying notes are an integral part of the financial statements
   F-3
  
 
 Echo
Resources, Inc.
 Statements
of Operations
 The Year
Ended December 31,
 
 2007
                
                
                
                2006REVENUES
                
                $
                0
                
                
                $
                0OPERATING
      EXPENSES:General
      and administrative expenses
                
                
                18,502
                
                
                
                17,377Professional
      fees
                
                
                16,280
                
                
                
                14,125Total
      expenses
                
                
                34,782
                
                
                
                31,502Interest
      expense
                
                
                43,948
                
                
                
                47,948Net
      income (loss)
                
                $
                (78,730
                )
                
                $
                (79,450
                )Income
      (loss) per weighted average common share
                
                $
                (0.01
                )
                
                $
                (0.01
                )Number
      of weighted average common shares outstanding
                
                
                5,539,040
                
                
                
                5,539,040
 
  The
accompanying notes are an integral part of the financial
statements
 
 
 
 F-4
 
 
 
 
 
 
 Echo
Resources, Inc.
 Statement
of Stockholders’ Equity (Deficit)
 
 Number
      of
                  Shares
                
                
                Common
                  Stock
                
                
                Additional
                  Paid-in
      Capital
                
                
                Deficit
                  Accumulated
                  During
      the
                  Development
                  Stage
                
                
                Total
                  Stockholders’
                  EquityBEGINNING BALANCE,
      January 1, 2005
                
                
                5,539,040
                
                
                $
                277
                
                
                $
                415,810
                
                
                $
                (292,280
                )
                
                $
                123,807Net
      loss
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (187,537
                )
                
                
                (187,537
                )BALANCE,December 31,
      2005
                
                
                5,539,040
                
                
                
                277
                
                
                
                415,810
                
                
                
                (479,817
                )
                
                
                (63,730
                )Beneficial
      Conversion Feature Discount
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                15,000
                
                
                
                15,000Net
      loss
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (79,450
                )
                
                
                (79,450
                )BALANCE,December 31,
      2006
                
                
                5,539,040
                
                
                
                277
                
                
                
                415,810
                
                
                
                (544,267
                )
                
                
                (128,180
                )Beneficial
      Conversion Feature Discount
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                47,000
                
                
                
                47,000
  Net
      loss
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                (78,730
                )
                
                
                (78,730
                )BALANCE,December 31,
      2007
                
                
                5,539,040
                
                
                $
                277
                
                
                $
                415,810
                
                
                $
                (563,388
                )
                
                $
                (147,301
                )
 
 The
accompanying notes are an integral part of the financial
statements
 
 
 
 F-5
  
 
 
 Echo
Resources, Inc.
 Statements
of Cash Flows
 For the
Year Ended December 31,
 
 2007
                
                
                2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (78,730
                )
                
                $
                (79,450
                )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Amortization
      of beneficial conversion feature discount
                
                
                32,554
                
                
                
                49,897Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accounts payable - trade
                
                
                0
                
                
                
                0Increase
      (decrease) in accrued interest expense
                
                
                11,393
                
                
                
                13,051Net
      cash provided (used) by operating activities
                
                
                (34,783
                )
                
                
                (16,502
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Deposit
      on options
                
                
                0
                
                
                
                0Net
      cash provided (used) by investing activities
                
                
                0
                
                
                
                0CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from stockholder loan payable
                
                
                0
                
                
                
                0Proceeds
      from note payable
                
                
                47,080
                
                
                
                15,000Net
      cash provided by financing activities
                
                
                47,080
                
                
                
                15,000Net
      increase (decrease) in cash
                
                
                12,297
                
                
                
                (1,502
                )CASH,beginning of
      period
                
                
                7,549
                
                
                
                9,051CASH,end of
      period
                
                $
                19,846
                
                
                $
                7,549SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Non-Cash
      Financing Activities:Exchange
      of assets for reduction in notes payable
                
                $
                50,000
                
                
                $
                0
 
 The
accompanying notes are an integral part of the financial statements
    F-6
   ECHO
RESOURCES, INC.
 NOTES
TO FINANCIAL STATEMENTS
 
 NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 (a) The
CompanyCEO-Channel.com, Inc. is a Florida chartered
development stage corporation which conducts business from its headquarters in
Richmond, Virginia.  The Company was incorporated on February 3,
1999.
 
 The
Company began its business operations as a dot com at the height of the boom. In
the fourth quarter of 2000, the Company realized that it would not be able to
sustain its activities nor raise additional capital, so it ceased operations. In
the second quarter 2002, control of the Company changed. At that time the
Company received a cash investment in order to maintain its reporting status
while the Company began to seek new opportunities. In late 2004, the Company
began to actively seek potential merger candidates.
 
 The
following summarize the more significant accounting and reporting policies and
practices of the Company:
 
 (b) Use of
estimatesThe financial statements have been prepared in
conformity with generally accepted accounting principles.  In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the statements of financial condition and revenues and expenses for the
year then ended.  Actual results may differ significantly from those
estimates.
 
 (c) Start-up
costsCosts of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position (SOP)
98-5.
 
 d) Stock compensation for services
rendered The Company issues shares of common stock in exchange for
services rendered.  The costs of the services are valued according to
generally accepted accounting principles and have been charged to
operations.
 
 (e) Net income (loss) per shareBasic loss per share is computed by dividing the net income (loss) by the
weighted average number of common shares outstanding during the
period.
 
 (f) Property and equipmentAll
property and equipment are recorded at cost and depreciated over their estimated
useful lives, using the straight-line method.  Upon sale or
retirement, the cost and related accumulated depreciation are eliminated from
their respective accounts, and the resulting gain or loss is  included
in the results of operations.  Repairs and maintenance charges, which
do not increase the useful lives of the assets, are charged to operations as
incurred.
 
 NOTE
2 - GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company’s financial position
and operating results raise substantial doubt about the Company’s ability to
continue as a going concern, as reflected by the net loss of $563,388
accumulated through December 31, 2007.  The ability of the Company to
continue as a going concern is dependent upon commencing operations, developing
sales and obtaining additional capital and financing.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.  The Company is currently
seeking additional capital to allow it to begin its planned
operations
    F-7
  ECHO
RESOURCES, INC.
 NOTES
TO FINANCIAL STATEMENTS
   NOTE
3 - NOTES PAYABLE
 
 In
September 2004,  Echo issued a convertible  promissory note
to allow advances up to $100,000.  As of September 30, 2005, $100,000
had been advanced to the company. The note bears seven percent
interest,  is convertible at the lender's option at $2 per share, and
is payable in one year. The lender has agreed to a third extension
of  the maturity date for an additional year, to September 2008. The
note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the note. A summary
of the notes is as follows:
  Notes
      PayableGross
      proceeds from notes
                  
                  $
                  100,000Less:
      Beneficial conversion feature
                  
                  
                  (100,000
                  )Add:
      Amortization of discount
                  
                  
                  100,000Value
      of note on December 31, 2007
                  
                  $
                  100,000
 In
September 2005, the Company issued another convertible promissory note with
exactly the same terms as the first note, principal up to $100,000, interest at
7%, maturity in one year and convertible at the lenders option at $2 per share.
At December 31, 2006, $65,000 had been advanced under this note. $22,000 was
advanced under this note through the first half of 2007. The Company sold its
mining claim interest to this creditor for a reduction of the promissory note
balance in the amount of $50,000 in the third quarter of 2007. $25,000 was
advanced under this loan at the end of the third quarter of 2007. The note was
due September 30, 2006 and a one year extension of the due date to September
30,2008, has been received.
 
 The
second note has been discounted for its beneficial  conversion
feature,  which will be amortized over the life of the note. A summary
of the notes is as follows:
  Notes
      PayableGross
      proceeds from notes
                  
                  $
                  112,000Less:
      Loan set-off
                  
                  
                  (50,000
                  )Less:
      Beneficial conversion feature
                  
                  
                  (62,000
                  )Add:
      Amortization of discount
                  
                  
                  38,616Value
      of note on December 31, 2007
                  
                  $
                  38,616
 
 F-8
   ECHO
RESOURCES, INC.
 NOTES
TO FINANCIAL STATEMENTS
  
 NOTE
4 – CASH AND CASH EQUIVALENTS
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
investments with maturity of three months or less when purchased to be cash
equivalents
 
 NOTE
5 – USE OF ESTIMATES
 
 The
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the statements of
financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.
 
 NOTE
6 - NON-CASH TRANSACTIONS
 
 In the
third quarter of 2007, the Company sold the mining claim to the holder of its
notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
 
 NOTE
7 – INVESTMENT
 
 The 20%
interest in two Canadian mining claims that Echo purchased in 2004 required it
to fund 50% of the exploration estimated work program beginning September 2005
in order to maintain the interest. In August 2005, this deadline was extended to
February 26, 2006. In August
2005, the Company purchased an additional 20% of this mining claim in exchange
for $50,000 in cash.
 
 In the
third quarter of 2007, the Company sold the mining claim to the holder of its
notes payable in exchange for a reduction in the outstanding balance of the
notes payable in the amount of $50,000. The Company recorded no gain or loss on
this transaction.
  F-9
    Item 8.
Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.
  During
2006 we changed auditors from Malone & Bailey to Pollard-Kelley Auditing
Services, Inc.
 
 Item 8A. Controls and
Procedures
  In order
to ensure that the information that we must disclose in our filings with the
Commission is recorded, processed, summarized, and reported on a timely basis,
we have formalized our disclosure controls and procedures. Our principal
executive and financial officer has reviewed and evaluated the effectiveness of
our disclosure controls and procedures, as defined in Exchange Act Rules
13a-15(e) and 15d-15(e), as of December 31, 2007. Based on such evaluation, he
concluded that, as of December 31, 2006, our disclosure controls and procedures
were not effective, because we failed to timely write off an impaired lease
deposit and we failed to timely record accrued interest expense.
 
 There has
been no change in our internal control over financial reporting during 2007 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
 
 PART
III
 
 Item
9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act
 
 (a) Set
forth  below is the
names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the
Company.
  Name
                Age
                Position(s)
      with CompanyPieter
      DuRand
                41
                Chief
      Executive Officer, President, Secretary and
  Director(1)
 Business
Experience
 
 Pieter
DuRand, age 41, is a citizen and resident of South Africa. During the past five
(5) years he has served as an advisor and a business consultant individually and
as a representative of other companies to both private and public companies.
Consulting work has been in the field of oil and gas exploration as well as
advising and consulting on promotion of various unrelated products in Europe and
Africa. He served as an interim Director of Medical Makeover Corporation of
America, a Delaware corporation, from February 10, 2004 to March 10, 2004. Mr.
DuRand became a Director of the Company on June 30, 2004 and has continued to
serve as such since.
 
 Committees
of the Board of Directors
 
 We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors may establish
various committees during the current fiscal year.
 
 Compensation
of Directors
 
 Our
director has received cash compensation of $9,000 for his services as a director
and may be reimbursed for their reasonable expenses incurred in attending board
or committee meetings.
 
 Terms of
Office
 
 Our
directors are appointed for one-year terms to hold office until the next annual
general meeting of the holders of our Common Stock or until removed from office
in accordance with our by-laws. Our officers are appointed by our board of
directors and hold office until removed by our board of directors.
 
 Involvement
in Certain Legal Proceedings
 
 Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any
of our present executive officers or directors or any nominee for director
during the past five years which is material to an evaluation of the ability or
integrity of such director or officer.
 
  8
  Compliance
with Section 16(a) of the Securities Exchange Act of 1934
 
 For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports furnished to us and written representations that no other
reports were required, Section 16(a) filing requirements applicable to our
officers, directors and greater than ten percent beneficial owners were complied
with on a timely basis for the period which this report relates.
 
 Code of
Ethics
 
 In March
2004, we adopted a Code of Ethics that meets the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002. We will provide to any person without charge,
upon request, a copy of such Code of Ethics. Persons wishing to make such a
request should contact Pieter DuRand, Chief Executive Officer, 500 Australian
Avenue South, Suite 700, West Palm Beach, Florida 33401. (561)
514-0194.
 
 Conflicts
of Interest
 
 None of
our officers will devote more than a portion of his time to our affairs. There
will be occasions when the time requirements of our business conflict with the
demands of the officers other business and investment activities. Such conflicts
may require that we attempt to employ additional personnel. There is no
assurance that the services of such persons will be available or that they can
be obtained upon terms favorable to us.
 
 Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a substantial premium may be
paid by the purchaser in conjunction with any sale of shares by our officers,
directors and principal shareholders made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial
premium may be paid to members of our management to acquire their shares creates
a conflict of interest for them and may compromise their state law fiduciary
duties to the our other shareholders. In making any such sale, members of
Company management may consider their own personal pecuniary benefit rather than
the best interests of the Company and the Company's other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by members
of Company management.
 
 It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.
 
 Although
management has no current plans to cause us to do so, it is possible that we may
enter into an agreement with an acquisition candidate requiring the sale of all
or a portion of the Common Stock held by our current stockholders to the
acquisition candidate or principals thereof, or to other individuals or business
entities, or requiring some other form of payment to our current stockholders,
or requiring the future employment of specified officers and payment of salaries
to them. It is more likely than not that any sale of securities by our current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving us would be determined
entirely by the largely unforeseeable terms of a future agreement with an
unidentified business entity.
 
 9
   Item
10. Executive Compensation
 
 The
following table shows all the cash compensation paid by the Company, as well as
certain other compensation paid or accrued, during the fiscal year ended
December 31, 2007 to the Company's President and highest paid executive
officers. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than the compensation identified in the chart
below, were paid to these executive officers during these fiscal
years.
 
 SUMMARY
COMPENSATION TABLE
  Long
      Term CompensationAnnual
      Compensation
                
                Awards
                
                PayoutsName
      and
                  Principal
      Position
                
                Year
                
                Salary
                  ($)
                
                Bonus
      ($)
                
                Other
                  Annual
      Compensation ($)
                
                Restricted
                  Stock
                  Award(s)
                  ($)
                
                Securities
                  Underlying
      Options/
                  SARs
      (#) (#)
                
                LTIP
                  Payouts
      ($)
                
                All
      Other
                  Compensation
                  ($)Pieter DuRand
                
                2007
                
                $9,000
                
                0
                
                0
                
                0
                
                0
                
                0
                
                02006
                
                $9,000
                
                0
                
                0
                
                0
                
                0
                
                0
                
                02005
                
                $9,000
                
                0
                
                0
                
                0
                
                0
                
                0
                
                0
 Compensation
of Directors
 
 We have
no standard  arrangements  for  compensating our
board of directors for their attendance at meetings of the Board of
Directors.
 
 Bonuses
and Deferred Compensation
 
 We do not
have any bonus, deferred compensation or retirement plan. Such plans may be
adopted by us at such time as deemed reasonable by our board of directors. We do
not have a compensation committee, all decisions regarding compensation are
determined by our board of directors.
 
 Stock
Option and Stock Appreciation Rights.
 
 We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
December 31, 2007, or the period ending on the date of this Report.
 
 Termination
of Employment and Change of Control Arrangement
 
 There are
no compensatory plans or arrangements, including payments to be received from
us, with respect to any person named in cash compensation set out above which
would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
 
 Item
11. Security Ownership of Certain Beneficial Owners and Management
 
 The
following table sets forth, as of December 31, 2007, information with respect to
the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding shares, (ii) each
director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
   10
  Common
Stock
 Beneficially
Owned
  Name
      and Address
                Title
      of Class
                Number
                PercentageGala Enterprises Ltd.

                    102
      Van Riebeeck St
                    Potchefstroom,
      South Africa
                Common
                3,000,000
                54.2%All
      Executive Officers and
                  Directors as a Group
                  (One (1) person)
                Common
                3,000,000
                54.2%
 --------------------------------------------------------------------------------
 *     Less
than 1%.
 
 (1) Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on March 10, 2008.
As of March 10, 2008, there were 5,539,040 shares of our common stock issued and
outstanding.
 
 (2)
Pieter DuRand holds 3,000,000 shares of our common stock through Gala
Enterprises Ltd., a foreign corporation, that is owned by Mr.
DuRand.
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 The
following table sets forth information as of December 31, 2007, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:
 
 None.
  Item
12. Certain Relationships and Related Transactions
 
 Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed transaction to which the Company is proposed to be a
party:
 
 (A)  any
director or officer;
 (B)  any
proposed nominee for election as a director;
 (C) 
any person who beneficially owns, directly or indirectly, sharescarrying
more than 5% of the voting rights attached to our commonstock;
or
 (D) any
relative or spouse of any of the foregoing persons, or anyrelative
of such spouse, who has the same house as such person orwho is a
director or officer of any parent or subsidiary.
 
  11
  Item 13. Exhibits and Reports on
Form 8-K.
 
 (a) The
exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
 
 Exhibit
No.    Description
  31.1     *        
Certificate of the Chief  Executive  Officer and
Chief  FinancialOfficer
pursuant Section 302 of the Sarbanes-Oxley Act of 2002
 
 32.1     *        
Certificate of the Chief  Executive  Officer and
Chief  FinancialOfficer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  --------------------------
 *    Included
herein
 
 (b)
Reports on Form 8-K
 
 During
the last quarter of the fiscal year ended  December 31, 2007, we did
not file any reports on Form 8-K.
 
 Item
14. Principle Accountant Fees and Services
 
 Audit
Fees. The aggregate fees billed for professional services rendered was $5,385
and $4,500 for the audit of our annual financial statements for the fiscal year
ended December 31, 2007 and the reviews of the financial statements included in
our Forms 10-QSB for those fiscal years.
 
 Audit-Related
Fees. The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
and not reported under the caption "Audit Fee."
 
 Tax Fees.
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning services were $0 and $0 respectively.
 
 All Other
Fees. Other than the services described above, the aggregate fees billed for
services rendered by the principal accountant was $0 and $0, respectively, for
the fiscal years ended December 31, 2007.
 
 We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all relationships between the auditors and us that
might bear on the auditors' independence as required by Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees." The
Board discussed with the auditors any relationships that may impact their
objectivity and independence, including fees for non-audit services, and
satisfied itself as to the auditors' independence. The Board also discussed with
management, the internal auditors and the independent auditors the quality and
adequacy of its internal controls. The Board reviewed with the independent
auditors their management letter on internal controls.
 
 The Board
discussed and reviewed with the independent auditors all matters required to be
discussed by auditing standards generally accepted in the United States of
America, including those described in Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees". The Board reviewed the audited
consolidated financial statements of the Company as of and for the year ended
December 31, 2007 with management and the independent auditors. Management has
the responsibility for the preparation of the Company's financial statements and
the independent auditors have the responsibility for the examination of those
statements. Based on the above-mentioned review and discussions with the
independent auditors and management, the Board of Directors approved the
Company's audited consolidated financial statements and recommended that they be
included in its Annual Report on Form 10-KSB for the year ended December 31,
2007, for filing with the Securities and Exchange Commission. The Board also
approved the reappointment of Pollard-Kelley Auditing Services, Inc. as
independent auditors.
 
 
 
 
 12
 
 
 
 
 
 SIGNATURES
  
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on our behalf and in the capacities and on the dates
indicated.
 
 
  Echo
      Resources, Inc.
                  (Registrant)By:
                /s/ Pieter
      DuRandPieter
      DuRandPresident
      and  Directors
 
 Pursuant
to the requirements of the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
 
 Name
                
                Title
                
                Date/s/  Pieter
      DuRandPieter DuRand
                
                CEO,
      President & Director
                
                May 2, 2008
  13