**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB**
 
 xANNUAL
            REPORT PURSUANT TO SECTION 13 OR 15(d) **OF
            THE SECURITIES AND EXCHANGE ACT OF 1934:**For
            the
            fiscal year ended December 31, 2006
  **oTRANSITION
            REPORT UNDER
            SECTION 13 OR 15(d) OF****THE SECURITIES EXCHANGE ACT OF
            1934:**For the transition period from
            ________to________
  **COMMISSION
        FILE NUMBER: 000-52336**
  **GW
        ONE, INC.**
 (Name
        Of
        Small Business Issuer In Its Charter)
 
 **Delaware**
              **56-2594326**(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)
 
 **268
        Bush Street, #2608, San Francisco, California, 94104**
 (Address
        Of Principal Executive Offices)
  ISSUER’S
        TELEPHONE NUMBER: **(415)
        812-4318**
  SECURITIES
        REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
  **TITLE
                  OF EACH CLASS**
              **NAME
                  OF EACH EXCHANGE****ON
                  WHICH REGISTERED**N/A
              N/A
 
 SECURITIES
        REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
 **COMMON
        STOCK, PAR VALUE $0.01**
  Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
  Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes  ý  No   o
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. ý
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes  ý  No   o
  State
        issuer’s revenues for its most recent fiscal year: $0.
  State
        the
        aggregate market value of voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        sold, or the average bid and asked price of such common equity, as of a
        specified date within the past 60 days: $0 as of March 28, 2007.
  State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date: 150,000 Shares as of voting common stock
        as
        of March 28, 2007.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
  None
  Transitional
        Small Business Disclosure Format: Yes  o  No  . ý
  
  **GW
        ONE, INC.**
 **ANNUAL
        REPORT ON FORM 10-KSB**
 **FOR
        THE FISCAL YEAR ENDED DECEMBER 31, 2006**
  **TABLE
        OF CONTENTS**
 **PART
                    I**Item
                    1.
                Description
                    of Business
                1Item
                    2.
                Description
                    of Property
                3Item
                    3.
                Legal
                    Proceedings
                3Item
                    4.
                Submission
                    of Matters to a Vote of Security Holders
                3**PART
                    II**Item
                    5.
                Market
                    for Common Equity and Related Stockholder Matters and Small Business
                    Issuer Purchases of Equity Securities
                3Item
                    6.
                Management’s
                    Discussion and Analysis or Plan of Operation
                4Item
                    7
                Financial
                    Statements
                9Item
                    8.
                Changes
                    in and Disagreements with Accountants on Accounting and Financial
                    Disclosure
                9Item
                    8A
                Controls
                    and Procedures
                9Item
                    8B
                Other
                    Information
                10**PART
                    III**Item
                    9.
                Directors,
                    Executive Officers, Promoters, Control Persons and Corporate
                    Governance;
                    Compliance With Section 16(a) of the Exchange Act
                10Item
                    10.
                Executive
                    Compensation
                11Item
                    11.
                Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                11Item
                    12.
                Certain
                    Relationships and Related Transactions; Director
                    Independence
                12Item
                    13.
                Exhibits
                12Item
                    14.
                Principal
                    Accountant Fees and Services
                13Signatures
                13
 
 i
 **PART
        1**
  **ITEM
        1. DESCRIPTION OF BUSINESS**
  **(a)**  **Business
        Development**
  GW
        One,
        Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in
        the State of Delaware on May 4, 2006. Since inception, the Company has been
        engaged in organizational efforts and obtaining initial financing. The Company
        was formed as a vehicle to pursue a business combination and has made no
        efforts
        to identify a possible business combination. As a result, the Company has
        not
        conducted negotiations or entered into a letter of intent concerning any
        target
        business. The business purpose of the Company is to seek the acquisition
        of, or
        merger with, an existing company or other business entity.
  **(b)**  **Business
        of Issuer**
  The
        Company, based on its proposed business activities, is a “blank check” company.
        The U.S. Securities and Exchange Commission (the “SEC”) defines those companies
        as “any development stage company that is issuing a penny stock, within the
        meaning of Section 3(a)(51) of the Exchange Act of 1934, as amended, (the
        “Exchange Act”) and that has no specific business plan or purpose, or has
        indicated that its business plan is to merge with an unidentified company
        or
        companies.” Many states have enacted statutes, rules and regulations limiting
        the sale of securities of “blank check” companies in their respective
        jurisdictions. Management does not intend to undertake any efforts to cause
        a
        market to develop in our securities, either debt or equity, until we have
        successfully concluded a business combination. The Company intends to comply
        with the periodic reporting requirements of the Exchange Act for so long
        as we
        are subject to those requirements.
  We
        were
        organized as a vehicle to investigate and, if such investigation warrants,
        acquire a target company or business seeking the perceived advantages of
        being a
        publicly-held corporation and, to a lesser extent, which desires to employ
        our
        funds in its business. Our principal business objective for the next twelve
        (12)
        months and beyond such time will be to achieve long-term growth potential
        through a combination with a business rather than immediate, short-term
        earnings. We are primarily searching for a potential candidate in the People’s
        Republic of China. However,
        we will not restrict our potential candidate target companies to any specific
        business, industry or geographic location and, thus, may acquire any type
        of
        business.
  The
        analysis of new business opportunities has and will be undertaken by or under
        the supervision of our officers and directors. We have unrestricted flexibility
        in seeking, analyzing and participating in potential business opportunities.
        In
        our efforts to analyze potential acquisition targets, we will consider the
        following kinds of factors:
  (1)  Potential
        for growth, indicated by new technology, anticipated market expansion or
        new
        products;
  (2)  Competitive
        position as compared to other firms of similar size and experience within
        the
        industry segment as well as within the industry as a whole;
 
 (3)  Strength
        and diversity of management, either in place or scheduled for
        recruitment;
  (4)  Capital
        requirements and anticipated availability of required funds, to be provided
        by
        us from operations, through the sale of additional securities, through joint
        ventures or similar arrangements or from other sources;
  (5)  The
        cost
        of participation by us as compared to the perceived tangible and intangible
        values and potentials;
  (6)  The
        extent to which the business opportunity can be advanced;
  1
  (7)  The
        accessibility of required management expertise, personnel, raw materials,
        services, professional assistance and other required items; and
  (8)  Other
        relevant factors.
  In
        applying the foregoing criteria, no one of which will be controlling, management
        will attempt to analyze all factors and circumstances and make a determination
        based upon reasonable investigative measures and available data. Potentially
        available business opportunities may occur in many different industries,
        and at
        various stages of development, all of which will make the task of comparative
        investigation and analysis of such business opportunities extremely difficult
        and complex. Due to our limited capital available for investigation, we may
        not
        discover or adequately evaluate adverse facts about the opportunity to be
        acquired.
  **(c)**  **Form
        of Acquisition**
  The
        manner in which we participate in an opportunity will depend upon the nature
        of
        the opportunity, our and the promoters of the opportunity respective needs
        and
        desires, and our and such promoters’ relative negotiating strength.
  It
        is
        likely that we will acquire our participation in a business opportunity through
        the issuance of our common stock or other securities. Although the terms
        of any
        such transaction cannot be predicted, it should be noted that in certain
        circumstances the criteria for determining whether or not an acquisition
        is a
        so-called “tax free” reorganization under Section 368(a)(1) of the Internal
        Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners
        of the acquired business own eighty percent (80%) or more of the voting stock
        of
        the surviving entity. If a transaction were structured to take advantage
        of
        these provisions rather than other “tax free” provisions provided under the
        Code, all prior stockholders would in such circumstances retain twenty percent
        (20%) or less of the total issued and outstanding shares. Under other
        circumstances, depending upon the relative negotiating strength of the parties,
        prior stockholders may retain substantially less than twenty percent (20%)
        of
        the total issued and outstanding shares of the surviving entity. This could
        result in substantial additional dilution to the equity of those who were
        our
        stockholders prior to such reorganization.
 
 Our
        present stockholder likely will not have control of a majority of our voting
        shares following a reorganization transaction. As part of such a transaction,
        our sole director may resign and new directors may be appointed without any
        vote
        by stockholders.
  In
        the
        case of an acquisition, the transaction may be accomplished upon the sole
        determination of management without any vote or approval by stockholders.
        In the
        case of a statutory merger or consolidation directly involving the Company,
        it
        will likely be necessary to call a stockholders’ meeting and obtain the approval
        of the holders of a majority of our outstanding shares. The necessity to
        obtain
        such stockholder approval may result in delay and additional expense in the
        consummation of any proposed transaction and will also give rise to certain
        appraisal rights to dissenting stockholders. Most likely, management will
        seek
        to structure any such transaction so as not to require stockholder
        approval.
  It
        is
        anticipated that the investigation of specific business opportunities and
        the
        negotiation, drafting and execution of relevant agreements, disclosure documents
        and other instruments will require substantial management time and attention
        and
        substantial cost for accountants, attorneys and others. If a decision is
        made
        not to participate in a specific business opportunity, the costs theretofore
        incurred in the related investigation would not be recoverable. Furthermore,
        even if an agreement is reached for the participation in a specific business
        opportunity, the failure to consummate that transaction may result in our
        loss
        of the related costs incurred.
  We
        presently have no employees apart from our management. Our sole officer and
        director is engaged in outside business activities and anticipates he will
        devote to our business very limited time until the acquisition of a successful
        business opportunity has been identified. We expect no significant changes
        in
        the number of our employees other than such changes, if any, incident to
        a
        business combination.
 2
  **(d)**  **Reports
        To Security Holders**
  (1)  We
        are
        not required to deliver an annual report to security holders and at this
        time do
        not anticipate the distribution of such a report.
  (2)  We
        will
        file reports with the SEC. We will be a reporting company and will comply
        with
        the requirements of the Exchange Act.
  (3)  The
        public may read and copy any materials the our filings with the SEC at the
        SEC’s
        Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The
        public
        may obtain information on the operation of the Public Reference Room by calling
        the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site
        that
        contains reports, proxy and information statements, and other information
        regarding issuers that file electronically with the SEC, which can be found
        at
        http://www.sec.gov.
  **ITEM
        2.  DESCRIPTION OF PROPERTY**
  We
        neither rent nor own any properties. We currently have no policy with respect
        to
        investments or interests in real estate, real estate mortgages or securities
        of,
        or interests in, persons primarily engaged in real estate
        activities.
  **ITEM
        3. LEGAL PROCEEDINGS**
 
 Presently,
        there are not any material pending legal proceedings to which the Registrant
        is
        a party or as to which any of its property is subject, and the Registrant
        does
        not know nor is it aware of any legal proceedings threatened or contemplated
        against it.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
 
 **PART
        II**
 
 **ITEM
        5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES**
  **(a)** **** **Market
        Information**
 
 The
        Company’s Common Stock is not trading on any stock exchange. The Company is not
        aware of any market activity in its stock since its inception and through
        the
        date of this filing. There is no assurance that a trading market will ever
        develop or, if such a market does develop, that it will continue.
  The
        Securities and Exchange Commission has adopted Rule 15g-9 which establishes
        the
        definition of a “penny stock,” for purposes relevant to us, as any equity
        security that has a market price of less than $5.00 per share or with an
        exercise price of less than $5.00 per share, subject to certain exceptions.
        For
        any transaction involving a penny stock, unless exempt, the rules require:
        (i)
        that a broker or dealer approve a person’s account for transactions in penny
        stocks and (ii) the broker or dealer receive from the investor a written
        agreement to the transaction, setting forth the identity and quantity of
        the
        penny stock to be purchased. In order to approve a person’s account for
        transactions in penny stocks, the broker or dealer must (i) obtain financial
        information and investment experience and objectives of the person; and (ii)
        make a reasonable determination that the transactions in penny stocks are
        suitable for that person and that person has sufficient knowledge and experience
        in financial matters to be capable of evaluating the risks of transactions
        in
        penny stocks. The broker or dealer must also deliver, prior to any transaction
        in a penny stock, a disclosure schedule prepared by the Commission relating
        to
        the penny stock market, which, in highlight form, (i) sets forth the basis
        on
        which the broker or dealer made the suitability determination and (ii) that
        the
        broker or dealer received a signed, written agreement from the investor prior
        to
        the transaction. Disclosure also has to be made about the risks of investing
        in
        penny stocks in both public offerings and in secondary trading, and about
        commissions payable to both the broker-dealer and the registered representative,
        current quotations for the securities
        and the rights and remedies available to an investor in cases of fraud in
        penny
        stock transactions. Finally, monthly statements have to be sent disclosing
        recent price information for the penny stock held in the account and information
        on the limited market in penny stocks.
  3
  **(b)** **** **Holders**
 
 As
        of
        March 28, 2007, there was one (1) record holder of 150,000 shares of our
        Common Stock.
  **(c)** **** **Dividends**
 
 The
        Registrant has not paid any cash dividends to date and does not anticipate
        or
        contemplate paying dividends in the foreseeable future. It is the present
        intention of management to utilize all available funds for the development
        of
        the Registrant’s business.
  **ITEM
        6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
  We
        were
        organized as a vehicle to investigate and, if such investigation warrants,
        acquire a target company or business seeking the perceived advantages of
        being a
        publicly held corporation. Our principal business objective for the next
        twelve
        (12) months and beyond such time will be to achieve long-term growth potential
        through a combination with a business rather than immediate, short-term
        earnings. We are primarily searching for a potential candidate in the People’s
        Republic of China. However,
        we will not restrict our potential candidate target companies to any specific
        business, industry or geographic location and, thus, may acquire any type
        of
        business.
  We
        do not
        currently engage in any business activities that provide cash flow. The costs
        of
        investigating and analyzing business combinations for the next twelve (12)
        months and beyond such time will be paid with money currently on hand as
        a
        result of our initial capitalization.
  During
        the next twelve (12) months we anticipate incurring costs related
        to:
  (i)  filing
        of Exchange Act reports, and
  (ii)  costs
        relating to consummating an acquisition.
  We
        believe we will be able to meet these costs through use of funds currently
        on
        hand, through deferral of fees by certain service providers and additional
        amounts, as necessary, to be loaned to or invested in us by our sole
        stockholder, management or other investors.
  We
        may
        consider a business which has recently commenced operations, is a developing
        company in need of additional funds for expansion into new products or markets,
        is seeking to develop a new product or service, or is an established business
        which may be experiencing financial or operating difficulties and is in need
        of
        additional capital. In the alternative, a business combination may involve
        the
        acquisition of, or merger with, a company which does not need substantial
        additional capital, but which desires to establish a public trading market
        for
        its shares, while avoiding, among other things, the time delays, significant
        expense, and loss of voting control which may occur in a public
        offering.
  Our
        sole
        officer and director has not had any preliminary contact or discussions with
        any
        representative of any other entity regarding a business combination with
        us. Any
        target business that is selected may be a financially unstable company or
        an
        entity in its early stages of development or growth, including entities without
        established records of sales or earnings. In that event, we will be subject
        to
        numerous risks inherent in the business and operations of financially unstable
        and early stage or potential emerging growth companies. In addition, we may
        effect a business combination with an entity in an industry characterized
        by a
        high level of risk, and, although our management will endeavor to evaluate
        the
        risks inherent in a particular target business, there can be no assurance
        that
        we will properly ascertain or assess all significant risks.
  Our
        management anticipates that it will likely be able to effect only one (1)
        business combination, due primarily to our limited financing, and the dilution
        of interest for present and prospective stockholders, which is likely
        to
        occur as a result of our management’s plan to offer a controlling interest to a
        target business in order to achieve a tax-free reorganization. This lack
        of
        diversification should be considered a substantial risk in investing in us,
        because it will not permit us to offset potential losses from one venture
        against gains from another.
  4
  We
        anticipate that the selection of a business combination will be complex and
        extremely risky. Because of general economic conditions, rapid technological
        advances being made in some industries and shortages of available capital,
        our
        management believes that there are numerous firms seeking even the limited
        additional capital that we will have and/or the perceived benefits of becoming
        a
        publicly traded corporation. Such perceived benefits of becoming a publicly
        traded corporation include, among other things, facilitating or improving
        the
        terms on which additional equity financing may be obtained, providing liquidity
        for the principals of and investors in a business, creating a means for
        providing incentive stock options or similar benefits to key employees, and
        offering greater flexibility in structuring acquisitions, joint ventures
        and the
        like through the issuance of stock. Potentially available business combinations
        may occur in many different industries and at various stages of development,
        all
        of which will make the task of comparative investigation and analysis of
        such
        business opportunities extremely difficult and complex.
  **RISK
        FACTORS**
  *Investing
        in our common stock involves a high degree of risk. If any of the following
        risks actually materializes, our business, financial condition and results
        of
        operations would suffer. You should read the section entitled “Forward-Looking
        Statements” immediately following these risk factors for a discussion of what
        types of statements are forward-looking statements, as well as the significance
        of such statements in the context of this Form 10-KSB.*
  ***There
        may be conflicts of interest between our management and our non-management
        stockholders.***
  Conflicts
        of interest create the risk that management may have an incentive to act
        adversely to the interests of other investors. A conflict of interest may
        arise
        between our management’s personal pecuniary interest and its fiduciary duty to
        our stockholders. Further, our management’s own pecuniary interest may at some
        point compromise its fiduciary duty to our stockholders. In addition, Jianwen
        Sun, our president, chief financial officer, secretary and sole director,
        may
        become affiliated with other blank check companies and conflicts in the pursuit
        of business combinations with such other blank check companies with which
        he may
        in the future may be affiliated with may arise. If we and the other blank
        check
        companies with whom our officer and director may become affiliated with desire
        to take advantage of the same opportunity, then the officer and director
        that is
        affiliated with both companies would abstain from voting upon the
        opportunity.
  ***Our
        business is difficult to evaluate because we have no operating
        history.***
  Because
        we have no operating history or revenue and only minimal assets, there is
        a risk
        that we will be unable to consummate a business combination. We have no recent
        operating history nor any revenues or earnings from operations since inception.
        We have no significant assets or financial resources. We will, in all
        likelihood, sustain operating expenses without corresponding revenues, at
        least
        until the consummation of a business combination. This may result in our
        incurring a net operating loss that will increase continuously until we can
        consummate a business combination with a profitable business opportunity.
        We
        cannot assure you that we can identify a suitable business opportunity and
        consummate a business combination.
  ***There
        is competition for those private companies suitable for a merger transaction
        of
        the type contemplated by management.***
  We
        are in
        a highly competitive market for a small number of business opportunities
        which
        could reduce the likelihood of consummating a successful business combination.
        We are and will continue to be an insignificant participant in the business
        of
        seeking mergers or joint ventures or acquisitions of small private and public
        entities. A large number of established and well-financed entities, including
        small public companies and venture capital firms, are active in mergers and
        acquisitions of companies that may be desirable target candidates for us.
        Nearly
        all these entities have significantly greater financial resources, technical
        expertise and managerial capabilities than we do; consequently, we will be
        at a
        competitive disadvantage in identifying possible business opportunities and
        successfully
        completing a business combination. These competitive factors may reduce the
        likelihood of our identifying and consummating a successful business
        combination.
  5
  ***Future
        success is highly dependent on the ability of management to locate and attract
        a
        suitable acquisition.***
  The
        nature of our operations is highly speculative and there is a consequent
        risk of
        loss of your investment. The success of our plan of operations will depend
        to a
        great extent on the operations, financial condition and management of the
        identified business opportunity. While management intends to seek business
        combination(s) with entities having established operating histories, we cannot
        assure you that we will be successful in locating candidates meeting that
        criterion. In the event we complete a business combination, the success of
        our
        operations may be dependent upon management of the successor firm or venture
        partner firm and numerous other factors beyond our control.
  ***We
        have no existing agreement for a business combination or other
        transaction.***
  We
        have
        no arrangement, agreement or understanding with respect to engaging in a
        merger
        with, joint venture with or acquisition of, a private or public entity. No
        assurances can be given that we will successfully identify and evaluate suitable
        business opportunities or that we will conclude a business combination.
        Management has not identified any particular industry or specific business
        within an industry for evaluation. We cannot guarantee that we will be able
        to
        negotiate a business combination on favorable terms, and there is consequently
        a
        risk that funds allocated to the purchase of our shares will not be invested
        in
        a company with active business operations.
  Management
        intends to devote only a limited amount of time to seeking a target company
        which may adversely impact our ability to identify a suitable acquisition
        candidate.
  While
        seeking a business combination, management anticipates devoting no more than
        a
        few hours per week to the Company’s affairs in total. Our officer has not
        entered into a written employment agreement with us and is not expected to
        do so
        in the foreseeable future. This limited commitment may adversely impact our
        ability to identify and consummate a successful business
        combination.
  The
        time
        and cost of preparing a private company to become a public reporting company
        may
        preclude us from entering into a merger or acquisition with the most attractive
        private companies.
  Target
        companies that fail to comply with SEC reporting requirements may delay or
        preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
        reporting companies to provide certain information about significant
        acquisitions, including certified financial statements for the company acquired,
        covering one (1), two (2), or three (3) years, depending on the relative
        size of
        the acquisition. The time and additional costs that may be incurred by some
        target entities to prepare these statements may significantly delay or
        essentially preclude consummation of an acquisition. Otherwise suitable
        acquisition prospects that do not have or are unable to obtain the required
        audited statements may be inappropriate for acquisition so long as the reporting
        requirements of the Exchange Act are applicable.
  ***We
        may be subject to further government regulation which would adversely affect
        our
        operations.***
  Although
        we will be subject to the reporting requirements under the Exchange Act,
        management believes we will not be subject to regulation under the Investment
        Company Act of 1940, as amended (the “Investment Company Act”), because we will
        not be engaged in the business of investing or trading in securities. If
        we
        engage in business combinations which result in our holding passive investment
        interests in a number of entities, we could be subject to regulation under
        the
        Investment Company Act. If so, we would be required to register as an investment
        company and could be expected to incur significant registration and compliance
        costs. We have obtained no formal determination from the SEC as to our status
        under the Investment Company Act and, consequently, violation of the Act
        could
        subject us to material adverse consequences.
 6
  ***Any
        potential acquisition or merger with a foreign company may subject us to
        additional risks.***
  If
        we
        enter into a business combination with a foreign concern, we will be subject
        to
        risks inherent in business operations outside of the United States. These
        risks
        include, for example, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment
        of raw materials and finished goods across national borders and cultural
        and
        language differences. Foreign economies may differ favorably or unfavorably
        from
        the United States economy in growth of gross national product, rate of
        inflation, market development, rate of savings, and capital investment, resource
        self-sufficiency and balance of payments positions, and in other
        respects.
  ***There
        is currently no trading market for our common stoc*** **k** *,* ***nor
        have we ever paid dividends on our common stock*** **.**
  There
        is
        no public trading market for our common stock and none is expected to develop
        in
        the foreseeable future unless and until we complete a business combination
        with
        an operating business and such business files a registration statement under
        the
        Securities Act of 1933, and complies with any other applicable state securities
        laws. Prior to the effectiveness of any such registration statement, outstanding
        shares of our common stock cannot be offered, sold, pledged or otherwise
        transferred unless exempt from registration. These restrictions will limit
        the
        ability of our stockholders to liquidate their investment. Additionally,
        we have
        never paid dividends on our common stock and do not presently intend to pay
        any
        dividends in the foreseeable future. We anticipate that any funds available
        for
        payment of dividends will be re-invested into the Company to further its
        business strategy.
  ***We
        may be subject to certain tax consequences in our business, which may increase
        our cost of doing business.***
  We
        may
        not be able to structure our acquisition to result in tax-free treatment
        for the
        companies or their stockholders, which could deter third parties from entering
        into certain business combinations with us or result in being taxed on
        consideration received in a transaction. Currently, a transaction may be
        structured so as to result in tax-free treatment to both companies, as
        prescribed by various federal and state tax provisions. We intend to structure
        any business combination so as to minimize the federal and state tax
        consequences to both us and the target entity; however, we cannot guarantee
        that
        the business combination will meet the statutory requirements of a tax-free
        reorganization or that the parties will obtain the intended tax-free treatment
        upon a transfer of stock or assets. A non-qualifying reorganization could
        result
        in the imposition of both federal and state taxes that may have an adverse
        effect on both parties to the transaction.
  ***Our
        business will have no revenues unless and until we merge with or acquire
        an
        operating business.***
  We
        are a
        development stage company and have had no revenues from operations. We may
        not
        realize any revenues unless and until we successfully merge with or acquire
        an
        operating business.
  ***We
        intend to issue more shares in a merger or acquisition, which will result
        in
        substantial dilution.***
  Our
        Certificate of Incorporation authorizes the issuance of a maximum of 20,000,000
        shares of common stock and a maximum of 5,000,000 shares of preferred stock.
        Any
        merger or acquisition effected by us may result in the issuance of additional
        securities without stockholder approval and may result in substantial dilution
        in the percentage of our common stock held by our then existing stockholders.
        Moreover, the common stock issued in any such merger or acquisition transaction
        may be valued on an arbitrary or non-arm’s-length basis by our management,
        resulting in an additional reduction in the percentage of common stock held
        by
        our then existing stockholders. Our Board of Directors has the power to issue
        any or all of such authorized but unissued shares without stockholder approval.
        To the extent that additional shares of common stock or preferred stock are
        issued in connection with a business combination or otherwise, dilution to
        the
        interests of our stockholders will occur and the rights of the holders of
        common
        stock might be materially and adversely affected.
  7
  ***No
        operating history or revenue and minimal assets.***
 
 We
        have
        had no operating history nor any revenues or earnings from operations. We
        have
        no significant assets or financial resources. We will, in all likelihood,
        sustain operating expenses without corresponding revenues, at least until
        the
        consummation of a business combination. This may result in us incurring a
        net
        operating loss which will increase continuously until we can consummate a
        business combination with a target company. There is no assurance that we
        can
        identify such a target company and consummate such a business
        combination.
  ***Speculative
        nature of our proposed operations.***
 
 The
        success of our proposed plan of operation will depend to a great extent on
        the
        operations, financial condition and management of the identified target company.
        While management will prefer business combinations with entities having
        established operating histories, there can be no assurance that we will be
        successful in locating candidates meeting such criteria. In the event we
        complete a business combination, of which there can be no assurance, the
        success
        of our operations will be dependent upon management of the target company
        and
        numerous other factors beyond our control.
 
 ***We
        have conducted no market research or identification of business opportunities,
        which may affect our ability to identify a business to merge with or
        acquire.***
  We
        have
        not conducted nor have others made available to us results of market research
        concerning prospective business opportunities. Therefore, we have no assurances
        that market demand exists for a merger or acquisition as contemplated by
        us. Our
        management has not identified any specific business combination or other
        transactions for formal evaluation by us, such that it may be expected that
        any
        such target business or transaction will present such a level of risk that
        conventional private or public offerings of securities or conventional bank
        financing will not be available. There is no assurance that we will be able
        to
        acquire a business opportunity on terms favorable to us. Decisions as to
        which
        business opportunity to participate in will be unilaterally made by our
        management, which may act without the consent, vote or approval of our
        stockholders.
  ***Because
        we may seek to complete a business combination through a “reverse merger”,
        following such a transaction we may not be able to attract the attention
        of
        major brokerage firms.***
  Additional
        risks may exist since we will assist a privately held business to become
        public
        through a “reverse merger.” Securities analysts of major brokerage firms may not
        provide coverage of our Company since there is no incentive to brokerage
        firms
        to recommend the purchase of our common stock. No assurance can be given
        that
        brokerage firms will want to conduct any secondary offerings on behalf of
        our
        post-merger company in the future.
  We
        cannot
        assure you that following a business combination with an operating business,
        our
        common stock will be listed on NASDAQ or any other national securities
        exchange.
  Following
        a business combination, we may seek the listing of our common stock on NASDAQ
        or
        the American Stock Exchange. However, we cannot assure you that following
        such a
        transaction, we will be able to satisfy the initial listing standards of
        either
        of those or any other stock exchange, or that we will be able to satisfy
        the
        continued listing requirements for our common stock on either of those or
        any
        other stock exchange. After completing a business combination, until our
        common
        stock is listed on the NASDAQ or another stock exchange, we expect that our
        common stock would be eligible to trade on the OTC Bulletin Board, another
        over-the-counter quotation system, or on the “pink sheets,” where our
        stockholders may find it more difficult to dispose of shares or obtain accurate
        quotations as to the market value of our common stock. In addition, we would
        be
        subject to an SEC rule that, if we failed to meet the criteria set forth
        in such
        rule, imposes various practice requirements on broker-dealers who sell
        securities governed by the rule to persons other than established customers
        and
        accredited investors. Consequently, such rule may deter broker-dealers from
        recommending or selling our common stock, which may further affect its
        liquidity. This would also make it more difficult for us to raise additional
        capital following a business combination.
 8
 ***Authorization
        of preferred stock.***
  Our
        Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
        of preferred stock with designations, rights and preferences determined from
        time to time by its Board of Directors. Accordingly, our Board of Directors
        is
        empowered, without stockholder approval, to issue preferred stock with dividend,
        liquidation, conversion, voting, or other rights which could adversely affect
        the voting power or other rights of the holders of the common stock. In the
        event of issuance, the preferred stock could be utilized, under certain
        circumstances, as a method of discouraging, delaying or preventing a change
        in
        control of the Company. Although we have no present intention to issue any
        shares of its authorized preferred stock, there can be no assurance that
        the
        Company will not do so in the future.
  ***This
        Form 10-KSB contains forward-looking statements and information relating
        to us,
        our industry and to other businesses.***
  These
        forward-looking statements are based on the beliefs of our management, as
        well
        as assumptions made by and information currently available to our management.
        When used in this Form 10-KSB, the words “estimate,” “project,” “believe,”
“anticipate,” “intend,” “expect” and similar expressions are intended to
        identify forward-looking statements. These statements reflect our current
        views
        with respect to future events and are subject to risks and uncertainties
        that
        may cause our actual results to differ materially from those contemplated
        in our
        forward-looking statements. We caution you not to place undue reliance on
        these
        forward-looking statements, which speak only as of the date of this Form
        10-KSB.
        We do not undertake any obligation to publicly release any revisions to these
        forward-looking statements to reflect events or circumstances after the date
        of
        this Form 10-KSB or to reflect the occurrence of unanticipated
        events.
 
 **ITEM
        7. FINANCIAL STATEMENTS**
 
 The
        financial statements and corresponding notes to the financial statements
        for
        this Item appear under the caption Index to Financial Statements (Page F-1
        hereof).
  **ITEM
        8. CHANGES IN AND DISAGREEMETNS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE.**
 
 There
        are
        not and have not been any disagreements between the Registrant and its
        accountants on any matter of accounting principles, practices or financial
        statement disclosure.
 
 **ITEM
        8A. CONTROLS AND PROCEDURES**
 
 **(a)**  **Evaluation
        of Disclosure Controls and Procedures**
 
 Our
        principal executive officer and principal financial officer evaluated our
        disclosure controls and procedures (as defined in rule 13-a-14(c) and 15d-14(c)
        under the Exchange Act) as of a date within 90 days before the filing of
        this
        annual report (the Evaluation Date). Based on that evaluation, our principal
        executive officer and principal financial officer concluded that, as of the
        Evaluation Date, the disclosure controls and procedures in place were adequate
        to ensure that information required to be disclosed by us, including our
        consolidated subsidiaries, in reports that we file or submit under the Exchange
        Age, is recorded, processed, summarized and reported on a timely basis in
        accordance with applicable rules and regulations. Although our principal
        executive officer and principal financial officer believes our existing
        disclosure controls and procedures are adequate to enable us to comply with
        our
        disclosure obligations, we intend to formalize and document the procedures
        already in place and establish a disclosure committee.
 
 **(b)**  **Changes
        in Internal Controls**
 
 We
        have
        not made any significant changes to our internal controls subsequent to the
        Evaluation Date. We have not identified any significant deficiencies or material
        weaknesses or other factors that could significantly affect these controls,
        and
        therefore, no corrective action was taken.
  9
  **ITEM
        8B. OTHER INFORMATION**
 
 None.
 
 **PART
        III**
 
 **ITEM
        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
        ACT**
 
 **(a)**  **Directors
        and Executive Officers**
 
 Our
        officers and sole director and additional information concerning him is as
        follows:
  **NAME**
              **AGE**
              **POSITION**Jianwen
                  Sun
              45
              President,
                  Chief Financial Officer, Secretary, and
                  Director
  Jianwen
        Sun has been the President, Chief Financial Officer, Secretary and sole director
        since May 4, 2006. From 2001 to 2005, Mr. Sun served as a director and senior
        vice president of Shenzhen Kingdom Technology Co. Ltd., a software development
        company for securities companies. Prior to this, Mr. Sun was director of
        research for United Securities Ltd. from 1997 to 2001. Mr. Sun was previously
        a
        business manager with Stone Corporation, Guangzhou office a position he
        commenced in 1988 after practicing medicine in Jiang Xi Second People Hospital
        for three years. Mr. Sun graduated from Jiang Xi Medical School in 1985
        receiving a degree in medicine and he received a masters of business
        administration (MBA) degree in 1995.
  The
        term
        of office of each director expires at our annual meeting of stockholders
        or
        until their successors are duly elected and qualified.
  **(b)**  **Significant
        Employees**
 
 None.
  **(c)**  **Family
        Relationships**
 
 None.
 
 **(d)**  **Involvement
        in Certain Legal Proceedings**
 
 There
        have been no events under any bankruptcy act, no criminal proceedings and
        no
        judgments, injunctions, orders or decrees material to the evaluation of the
        ability and integrity of any director, executive officer, promoter or control
        person of Registrant during the past five (5) years.
  **(e)**  **Audit
        Committee and Financial Expert**
 
 Because
        the Company is not a “listed company” under the SEC’s rules and regulations, it
        is not yet required to have an audit committee composed of independent
        directors. The Board of Directors acts as and performs the function of the
        audit
        committee and the Board has no separate committees. The Company has no qualified
        financial expert at this time because it has not been able to hire a qualified
        candidate. Further, the Company believes that it has inadequate financial
        resources at this time to hire such an expert. The Company intends to continue
        to search for a qualified individual for hire.
 
 **(f)**  **Prior
        Blank Check Company Experience**
  No
        member
        of management serves as an officer or director of any company that could
        be
        deemed a blank check company.
  10
  **(g)**  **Compliance
        with Section 16(A) of the Exchange Act**
 
 Section
        16(a) of the Exchange Act requires our directors and executive officers and
        persons who beneficially own more than ten percent of our Common Stock
        (collectively, the “Reporting Persons”) to report their ownership of and
        transactions in our Common Stock to the SEC. Copies of these reports are
        also
        required to be supplied to us. To our knowledge, during the fiscal year ending
        December 31, 2006 the Reporting Persons complied with all applicable Section
        16(a) reporting requirements.
 
 **(h)**  **Code
        of Ethics**
 
 We
        have
        not adopted a Code of Ethics given our limited operations. We expect that
        our
        Board of Directors following a merger or other acquisition transaction will
        adopt a Code of Ethics.
 
 **ITEM
        10. EXECUTIVE COMPENSATION**
 
 Mr.
        Sun
        who is the sole officer and director has not received any cash remuneration
        since inception. Mr. Sun is not expected to receive any remuneration until
        the
        consummation of an acquisition. No remuneration of any nature has been paid
        for
        or on account of services rendered by Mr. Sun as a director. Mr. Sun intends
        to
        devote no more than a few hours a week to our affairs.
  It
        is
        possible that, after we successfully consummate a business combination with
        an
        unaffiliated entity, that entity may desire to employ or retain one or a
        number
        of members of our management for the purposes of providing services to the
        surviving entity. However, we have adopted a policy whereby the offer of
        any
        post-transaction employment to members of management will not be a consideration
        in our decision whether to undertake any proposed transaction.
  No
        retirement, pension, profit sharing, stock option or insurance programs or
        other
        similar programs have been adopted by the Company for the benefit of its
        employees.
  There
        are
        no understandings or agreements regarding compensation our management will
        receive after a business combination that is required to be included in this
        table, or otherwise.
 
 **ITEM
        11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        AND RELATED STOCKHOLDER MATTERS**
  **(a)**  **Security
        ownership of certain beneficial owners.**
  The
        following table sets forth, as of December 31, 2006, the number of shares
        of
        Common Stock owned of record and beneficially by executive officers, directors
        and persons who hold five percent (5%) or more of the outstanding Common
        Stock
        of the Company.
  **Name****and
                  Address**
              
              **Amount
                  and Nature****of**
                **Beneficial
                  Ownership**
              
              **Percentage
                  of Class**Jianwen
                  Sun(1)
                286
                  Bush Street, #2608
                San
                  Francisco, CA 94104
              
              150,000
              
              100%All
                  Officers and Directors as a group
              
              150,000
              
              100%____________________________(1)JianwenSun
                  is President, Chief Financial Officer, Secretary and sole director
                  of the
                  Company.
 11
  **ITEM 12.  CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR
        INDEPENDENCE**
  We
        utilize the office space and equipment of our stockholder at no cost. Management
        estimates such amounts to be immaterial.
 
 On
        December 28, 2006, Mr. Sun, the Company’s sole stockholder, advanced an
        aggregate of $13,500 to the Company pursuant to a promissory note. The loan
        is
        non-interest bearing and is due and payable on or before December 31, 2007.
 
 Except
        as
        otherwise indicated herein, there have been no related party transactions,
        or
        any other transactions or relationships required to be disclosed pursuant
        to
        Item 404 of Regulation S-B.
 
 Our
        sole
        director, Jianwen Sun, is not independent, as such term is defined by a national
        securities exchange or an inter-dealer quotation system.
  **ITEM
        13. EXHIBITS**
 **EXHIBIT**
                  **NO.**
                **DESCRIPTION**3.1
                Certificate
                    of Incorporation (1)3.2
                Certificate
                    of Amendment (1)3.3
                By-Laws
                    of the Company (1)4.1
                Specimen
                    Stock Certificate (1)10.1
                Promissory
                    Note in favor of Mr. Jianwen Sun dated December 28, 2006 in the
                    original
                    principal amount of $13,500.31.1
                Certification
                    of the Company’s Principal Executive Officer and Principal Financial
                    Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002, with
                    respect to the registrant’s Annual Report on Form 10-KSB for the year
                    ended December 31, 200632.2
                Certification
                    of the Company’s Principal Executive Officer and Principal Financial
                    Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                    to Section
                    906 of the Sarbanes Oxley Act of 2002.
  (1)
        Previously filed as an Exhibit in the Company’s Registration Statement Form
        10-SB, filed on November 29, 2006, and incorporated herein by
        reference.
 12
  **ITEM
        14. Principal Accountant Fees and Services**
 
 Patrizio
        & Zhao, LLC (“Patrizio & Zhao”) is the Company’s independent registered
        public accounting firm.
 
 **(a)
        Audit Fees**
 
 The
        aggregate fees billed by Patrizio & Zhao for professional services rendered
        for the audit of our annual financial statements and review of financial
        statements included in our Form 10-KSB or services that are normally provided
        in
        connection with statutory and regulatory filings were $2,000 for fiscal year
        ended December 31, 2006.
 
 **(b)
        Audit-Related Fees**
 
 Patrizio
        & Zhao’s fees billed for assurance and related services related to the audit
        or review of the Company’s financial statements were $0 for the fiscal year
        ended December 31, 2006.
 
 **(c)
        Tax Fees**
 
 Patrizio
        & Zhao’s fees billed for professional services for tax compliance, tax
        advice, and tax planning were $500 for the fiscal year ended December 31,
        2006.
 
 **(d)
        All Other Fees**
 
 Patrizio
        & Zhao’s fees billed for other products and services were $0 for the fiscal
        year ended December 31, 2006.
  **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.
  **GW
                ONE,
                INC.**Date: March
                28, 2007
              By:
              /s/ Jianwen
                SunJianwen
                  Sun
                President
   13
   **GW
        ONE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006**
   **FINANCIAL
                    STATEMENTS**Report
                    of Independent Registered Public Accounting Firm
                F-1Balance
                    Sheet
                F-2Statement
                    of Operations
                F-3Statement
                    of Changes in Stockholder’s Equity (Deficit)
                F-4Statement
                    of Cash Flows
                F-5Notes
                    to Financial Statements
                F-6
   **Report
        of Independent Registered Public Accounting Firm**
  
  To
        the
        Board of Directors
 GW
        One,
        Inc.
 (A
        Development Stage Company)
 
 We
        have
        audited the
        accompanying balance sheet of GW One, Inc. (a Delaware Corporation in the
        Development Stage) as of December 31, 2006, and the related statements of
        operations, and cash flows for the period from May 4, 2006 (Date of Inception)
        to December 31, 2006. These
        financial statements are the responsibility of the Company's management.
        Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
 
 We
        conducted our audit in accordance with auditing standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also 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, 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 GW
        One,
        Inc. as of December 31, 2006, and the
        results of their operations and cash flows for
        the
        period from May 4, 2006 (Date of Inception) to December 31, 2006 in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 3 to the financial
        statements, the Company has no revenues with which to support its cost of
        operations, and there are no guarantees that the Company will be able to
        secure
        financing until a source of revenue can be established. These conditions
        raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans concerning these matters are also described in Note 3. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
  /s/ Patrizio
                & Zhao, LLCParsippany,
                  New Jersey
                March
                  23, 2007
   F-1
 **GW
        ONE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEET**
 **DECEMBER
        31, 2006**
   **ASSETS**
 **CURRENT
                  ASSETS**Cash
              
              $
              13,904**Total
                  Assets**
              
              $
              13,904**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              8,810Shareholder’s
                  loan
              
              
              13,500**Total
                  Liabilities**
              
              
              22,310**STOCKHOLDERS’
                  EQUITY**Common
                  stock, $.0001, par value20,000,000
                  shares authorized150,000
                  shares issued and outstanding
              
              
              15Additional
                  paid in capital
              
              
              14,985Deficit
                  accumulated during development stage
              
              
              (23,406
              )**Total
                  Stockholders' Equity (Deficit)**
              
              
              (8,406
              )**Total
                  Liabilities And Stockholders' Equity**
              
              $
              13,904
   **The
        accompanying notes are an integral part of
        these consolidated financial statements.**
  F-2
  **GW
        ONE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF OPERATIONS**
 **FOR
        THE PERIOD FROM MAY 4, 2006**
 **(DATE
        OF INCEPTION) TO DECEMBER 31, 2006**
   **REVENUE**
              
              $
              -**GENERAL
                  AND ADMINISTRATIVE EXPENSES**Professional
                  fees
              
              
              19,840Travel
              
              
              500Other
                  operating expenses
              
              
              3,066**Total
                  General And Administrative Expenses**
              
              
              23,406**NET
                  LOSS**
              
              
              ($23,406
              )**NET
                  LOSS PER COMMON SHARE, BASIC AND DILUTED**
              
              
              (.16
              )**WEIGHTED
                  AVERAGE COMMON SHARES****OUTSTANDING,
                  BASIC AND DILUTED**
              
              
              150,000
   **The
        accompanying notes are an integral part of these consolidated financial
        statements.**
  F-3
  **GW
        ONE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)**
 **FOR
        THE PERIOD FROM MAY 4, 2006**
 **(DATE
        OF INCEPTION) TO DECEMBER 31, 2006**
   **(Deficit)****Accumulated**
              
              **Total****Common
                    Stock**
              
              **Additional**
              
              **During**
              
              **Stockholder’s****0.0001**
              
              **Paid
                  in**
              
              **Development**
              
              **Equity****Shares**
              
              **Stated
                    Value**
              
              **Capital**
              
              **Stage**
              
              **(Deficit)****BALANCE
                  - May 4, 2006**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
                  stock issued
              
              
              150,000
              
              
              15
              
              
              14,985
              
              
              -
              
              
              15,000Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (23,406
              )
              
              (23,406
              )**BALANCE
                  - DECEMBER 31, 2006**
              
              
              **150,000**
              
              **$**
              **15**
              
              **$**
              **14,985**
              
              
              **($23,406**
              **)**
              
              **($
                  8,406**
              **)**
 
  **The
        accompanying notes are an integral part of these consolidated financial
        statements.**
  F-4
  **GW
        ONE, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF CASH FLOWS**
 **FOR
        THE PERIOD FROM MAY 4, 2006**
 **(DATE
        OF INCEPTION) TO DECEMBER 31, 2006**
   **CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              
              ($23,406
              )Adjustment
                  to reconcile net loss to net cash used inoperating
                  activities:Changes
                  in assets and liabilities:Accrued
                  expenses
              
              
              8,810**Total
                  Adjustments**
              
              
              8,510**Net
                  Cash Used In Operating Activities**
              
              
              (14,596
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock
              
              
              15,000Proceeds
                  from shareholder’s loan
              
              
              13,500**Net
                  Cash Provided By Financing Activities**
              
              
              28,500**INCEASE
                  IN CASH**
              
              
              13,904**CASH
                  - BEGINNING**
              
              
              -**CASH
                  - ENDING**
              
              $
              13,904
 
  **The
        accompanying notes are an integral part of these consolidated financial
        statements.**
  F-5
  **GW
          ONE, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2006**
 **NOTE
                        1**
                    **ORGANIZATION
                        AND DESCRIPTION OF
                        BUSINESS**
  The
              Company was incorporated in the state of Delaware on May 4, 2006, for
              the
              purpose of seeking investment opportunities in the People’s Republic of China
              (“PRC”).
  **BASIS
              OF PRESENTATION**
  The
              Company is currently a development stage enterprise reporting under
              the
              provisions of Statements on Financial Accounting Standards (“SFAS”) No. 7. Those
              standards require the Company to disclose activity since the date of
              inception.
  **NOTE
                        2**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING
                        POLICIES**
  **ACCOUNTING
              BASIS**
  The
              accompanying financial statements have been prepared on the accrual
              basis of
              accounting in accordance with generally accepted accounting principles
              in the
              United States.
  **CASH
              AND CASH EQUIVALENTS**
  In
              accordance with Statement of Financial Accounting Standards No. 95,
“Statement
              of Cash Flows”, the Company considers all highly liquid debt instruments with a
              maturity of six months or less when purchased to be cash
              equivalents.
  **FAIR
              VALUE OF FINANCIAL INSTRUMENTS**
  The
              carrying amounts of financial instruments, including cash, and accounts
              payable
              and accrued expenses, approximate fair value due to the short term
              nature of
              these items.
  **EARNINGS
              PER SHARE**
  The
              basic
              earnings (loss) per share are calculated by dividing the Company’s net income
              (loss) available to common shareholders by the weighted average number
              of common
              shares during the period. Diluted earnings per share are calculated
              by dividing
              the Company’s net income (loss) available to common shareholders by the diluted
              weighted average number of shares outstanding during the year. Diluted
              weighted
              average number of shares outstanding is the basis weighted average
              number of
              shares adjusted as of the first of the year for any potentially dilutive
              debt or
              equity. The Company has not issued any options, warrants or similar
              securities
              since inception.
  **DEFERRED
              INCOME TAXES**
  The
              Company accounts for income taxes in accordance with Statement of Financial
              Accounting Standards No. 109 (“SFAS 109”) which requires that deferred tax
              assets and liabilities be recognized for future tax consequences attributable
              to
              differences between financial statement carrying amounts of existing
              assets and
              liabilities and their respective tax bases. In addition, SFAS 109 requires
              recognition of future tax benefits, such as carryforwards, to the extent
              that
              realization of such benefits is more likely than not and that a valuation
              allowance be provided when it is more likely than not that some portion
              of the
              deferred tax asset will not be realized.
 F-6
  **GW
              ONE, INC.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006**
 
 **NOTE
                        2**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING POLICIES**(continued)
  **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 from those
              estimates.
  **NOTE
                        3**
                    **GOING
                        CONCERN**
  The
              Company’s financial statements are prepared using generally accepted accounting
              principles applicable to a going concern that contemplates the realization
              of
              assets and liquidation of liabilities in the normal course of business.
              The
              Company has not established any source of revenue to cover its operating
              costs.
              If the Company is unable to obtain revenue producing contracts or financing,
              or
              if the revenue or financing it does obtain is insufficient to cover
              any
              operating losses it may incur, it may substantially curtail or terminate
              its
              operations or seek other business opportunities through strategic alliances,
              acquisitions or other arrangements that may dilute the interests of
              existing
              stockholders.
  **NOTE
                        4**
                    **SHAREHOLDER
                        LOAN PAYABLE**
  At
              December 28, 2006 the Company’s shareholder advanced $13,500 to the Company.
              This loan is represented by a demand note, unsecured and non-interest
              bearing.
  **NOTE
                        5**
                    **STOCKHOLDERS’
                        EQUITY**
  The
              Company is authorized to issue 20,000,000 shares of common stock with
              a par
              value of $.0001. For the period ended December 31, 2006 the Company
              issued a
              total of 150,000 shares in excess of the stated par value. The Company
              is
              authorized to issue 5,000,000 shares of preferred stock. As of December
              31,
              2006, the Company has not issued any shares of its preferred stock.
  **NOTE
                        6**
                    **INCOME
                        TAXES**
  There
              is
              no provision for income taxes for the period ended December 31, 2006
              as the
              Company is a development stage enterprise and has incurred losses.
    F-7