UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

            For the fiscal year ended June 30, 2007

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from  __________ to _________


                Commission File Number 000-52342


                   Bering Growth Corporation
      ----------------------------------------------------
     (Exact name of Registrant as specified in its charter)

            Cayman Islands                     N/A
    --------------------------------      ---------------
   (State  or  other jurisdiction of     (I.R.S. Employer
     incorporation or organization)     Identification No.)

                  c/o Nautilus Global Partners
            700 Gemini, Suite 100, Houston, TX 77056
        -------------------------------------------------
       (Address of principal executive offices) (Zip Code)

                         (281) 488-3883
        --------------------------------------------------
       (Registrant's telephone number, including area code)


      Indicate by check mark whether the Registrant is a well-
known seasoned  issuer, as defined in Rule 405 of the  Securities
Act. Yes |_| No |X|

      Indicate by check mark whether the Registrant is not
required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes |_| No |X|

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES  X     NO
                                       ---       ---

      Indicate by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation  S-K is not contained  herein,
and will not be contained, to the best of Registrant's
knowledge,  in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|


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     Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.  See definition of "accelerated filer and large
accelerated filer" in rule 12b-2 of the Exchange Act.

Large accelerated filer    Accelerated filer    Non-accelerated filer X
                       ---                  ---                      ---
     Indicate by check mark whether the registrant is a shell
company (as defined in rule 12b-2 of the Exchange Act).  YES  X   NO
                                                             ---     ---
     At October 10, 2007, there were 1,100,000 shares of
Registrant's ordinary shares outstanding.
















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                         GENERAL INDEX
                                                                       Page
                                                                      Number
----------------------------------------------------------------------------

Part I

Item 1.  Business.......................................................4
Item 1A. Risk Factors...................................................6
Item 1B. Unresolved Staff Comments.....................................12
Item 2.  Properties....................................................12
Item 3.  Legal Proceedings.............................................12
Item 4.  Submission of Matters to a Vote of Security Holders...........12

PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities.............12
Item 6.  Selected Financial Data.......................................12
Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...........................13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk....14
Item 8.  Financial Statements and Supplementary Data...................14
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure......................................14
Item 9A. Controls and Procedures.......................................14
Item 9B. Other Information.............................................15

PART III

Item 10. Directors, Executive Officers and Corporate Governance........15
Item 11. Executive Compensation........................................17
Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters....................18
Item 13. Certain Relationships and Related Transactions, and
         Director Independence.........................................19
Item 14. Principal Accounting Fees and Services........................19

PART IV

Item 15. Exhibits and Financial Statement Schedules....................20

SIGNATURES.............................................................20


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<PAGE>


ITEM 1. BUSINESS

General

     Bering  Growth Corporation ("we", "us", "our", the "Company"
or  "Bering") was organized under the laws of the Cayman  Islands
on  September 27, 2006. Since inception, we have been engaged  in
organizational  efforts.  We are a blank check development  stage
company  formed  for the purpose of acquiring,  through  a  stock
exchange,  asset acquisition or similar business  combination  an
operating  business.   We  have  not  conducted  negotiations  or
entered into a letter of intent concerning any target business.

Plan of Operation

     We  do not currently engage in any business activities  that
generate revenue and do not expect to generate revenue until such
time  as  we  have successfully completed a business combination.
Our    operations   will   consist   entirely   of   identifying,
investigating   and   conducting  due  diligence   on   potential
businesses for acquisition, none of which will generate revenues.
In addition to the costs that we have incurred in connection with
our  formation  and the filing of our registration statement  and
periodic  and  current reports, including legal,  accounting  and
auditing   fees,  we  expect  to  incur  costs  associated   with
identifying  acquisition  targets and  completing  necessary  due
diligence.

     We  believe  we  will  be able to meet the  costs  of  these
activities  through funding from our shareholders. If we  require
additional  funds, we will seek additional investments  from  our
shareholders, management or other investors.

Narrative Description of Business

     Although  we  have  not  identified  or  entered  into   any
agreements with a potential target business to date, we intend to
focus  on  targets located primarily in Asia, South  America  and
Eastern  Europe,  as  we believe that businesses  with  operating
history  and  growth potential in these locations  could  benefit
significantly  from access to the United States  capital  markets
and may offer the potential of capital appreciation stemming from
economic growth in such emerging markets.

     The  analysis  of business opportunities will be  undertaken
by or under the supervision of our officer and directors who will
have  a  large  amount of 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:

  *  Potential  for  growth,  indicated  by  new  technology,
     anticipated market expansion or new products;
  *  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;
  *  Strength and diversity of management, either in place or
     scheduled for recruitment;
  *  Capital requirements and anticipated availability of
     required funds;
  *  The extent to which the business opportunity can be advanced;
  *  The accessibility of required management expertise,
     personnel, raw materials, services, professional assistance
     and other required items; and
  *  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.  If necessary,  we
will  retain third party consultants to aid us in our  evaluation
of potential targets, provided that we have the necessary capital
available.

     We  anticipate that the selection of a business  combination
will  be  complex and extremely risky.  In addition,  we  believe
that  as  a  result of general economic conditions, shortages  of
available  capital,  the attractiveness of  obtaining  access  to


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United  States  capital  markets, and the perceived  benefits  of
becoming  a  publicly traded company, that there may be  numerous
firms  seeking  business combination partners such as  ourselves,
thus adding to the complexity.

Competition

     In identifying, evaluating and selecting a target  business,
we may encounter intense competition from other entities having a
business  objective similar to  ours.  There  are  numerous blank
check companies  that  have gone public in the United States that
have  significant  financial resources, that are seeking to carry
out  a business  plan  similar to our business plan. Furthermore,
there are  a number  of additional blank check companies that are
still  in  the  registration   process   or  are   about  to file
registration statements, both under the Securities  and  Exchange
Act  and  under  the  Securities  Act.  Additionally,  we  may be
subject  to competition  from other companies looking  to  expand
their  operations  through the  acquisition of a target business.
Many  of  these  entities are well established and have extensive
experience  identifying   and  effecting   business  combinations
directly or through affiliates. Many of these competitors possess
greater  technical,  human  and  other  resources than us and our
financial  resources will  be  relatively limited when contrasted
with those of many of these competitors.

     While  we  believe  there  may be  numerous potential target
businesses  that  we  could acquire with our currently  available
funds, our ability to compete in acquiring certain sizable target
businesses  will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in
pursuing the acquisition of a target business.

     Our  management  believes,  however,  that  our  status as a
reporting entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-
held  entities  having a similar business objective  as  ours  in
acquiring a target business with significant growth potential  on
favorable terms. We also believe that because we are incorporated
in the Cayman Islands we may be attractive from a tax perspective
to  potential targets operating outside of the United States,  as
the  majority of non-operating companies that are seeking reverse
merger  candidates are incorporated in the United  States,  which
potentially adds an additional layer of taxation.

     Further, if we  succeed in effecting a business combination,
there  will  be,  in  all  likelihood, intense  competition  from
competitors  of the target business. We cannot assure  you  that,
subsequent to a business combination, we will have the  resources
or ability to compete effectively.

Forms of Acquisition

     The  structure  of a potential business combination,  either
through an acquisition or a merger, will depend upon a number  of
factors,  including, the nature of the target entity's  ownership
structure,  its  business structure and the relative  negotiating
strengths of the parties to the transaction.  It is our intention
to  structure a business combination so that the consideration we
offer  the  owners  of the target company consists  primarily  of
ordinary  shares.   Such  a  structure provides  the  benefit  of
conserving  our  capital,  but  has  the  potential  drawback  of
resulting in our current shareholders no longer having control of
a  majority  of  our  voting ordinary  shares  following  such  a
transaction.

     If  a  business combination is structured as an acquisition,
we  may be able to structure the transaction so that the vote  or
approval  by  our shareholders is not required.   If  a  business
combination  is structured as merger, then we may be required  to
call  a  shareholders' meeting and obtain  the  approval  of  the
holders  of  a majority of the outstanding ordinary shares.   The
necessity to obtain such shareholder approval may result in delay
and  additional  expense  in  the consummation  of  any  proposed
transaction and may also give rise to certain appraisal rights to
dissenting shareholders.  Accordingly, we will seek to  structure
any such transaction so as not to require shareholder approval.

     We  currently anticipate that we will be able to effect only
one business combination, due primarily to our limited financing,
and   the  dilution  of  interest  for  present  and  prospective
shareholders, which is likely to occur if we offer  our  ordinary
shares to obtain a target business.  This lack of diversification
should  be  considered a substantial risk  in  investing  in  us,


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<PAGE>


because it will not permit us to offset potential losses from one
venture against gains from another.

Employees

     We  presently have no employees apart from our officers.  We
expect  no  significant changes in the number  of  our  employees
other   than  such  changes,  if  any,  incident  to  a  business
combination.

ENFORCEABILITY OF CIVIL LIABILITIES

     We  are  incorporated  in  the Cayman  Islands  because  our
management  believes  that incorporation in  the  Cayman  Islands
offer  a  number of benefits, including, but not limited to,  the
following:

    *  political and economic stability;
    *  an effective judicial system;
    *  a favorable tax system;
    *  the absence of exchange control or currency restrictions; and
    *  the availability of professional and support services.

     However,  certain  disadvantages accompany incorporation  in
the Cayman Islands. These disadvantages include:

    *  the Cayman Islands has a less developed body of securities
       laws as compared to the United States and provides significantly
       less protection to investors; and
    *  Cayman Islands companies may not have standing to sue before
       the federal courts of the United States.

     We have been advised that there is uncertainty as to whether
the courts of the Cayman Islands would:

    *  recognize or enforce judgments of United States courts
       obtained against us or our directors or officers predicated
       upon the civil liability provisions of the securities laws of
       the United States or any state in the United States; or
    *  entertain original actions brought in the Cayman Islands or
       China against us or our directors or officers predicated upon
       the Securities laws of the United States or any state in the
       United States.

     We have been advised that a final and conclusive judgment in
the  federal or state courts of the United States under  which  a
sum  of money is payable, other than a sum payable in respect  of
taxes,  fines,  penalties or similar charges, may be  subject  to
enforcement  proceedings as a debt in the courts  of  the  Cayman
Islands under the common law doctrine of obligation.

ITEM 1A.  RISK FACTORS

This   Annual  Report  on  Form  10-K  contains  "forward-looking
statements"  within the meaning of Section 21E of the  Securities
Exchange Act of 1934, as amended.  Forward-looking statements are
not  statements  of  historical facts,  but  rather  reflect  our
current  expectations  or beliefs concerning  future  events  and
results.  We  generally  use  the words  "believes,"   "expects,"
"intends,"  "plans,"  "anticipates,"    "likely,"    "will"   and
similar   expressions   to  identify forward-looking  statements.
Such forward-looking statements,  including those concerning  our
expectations,  involve risks,  uncertainties  and other  factors,
some  of  which are  beyond  our  control,  which may  cause  our
actual    results,  performance  or  achievements,   or  industry
results,   to be materially  different from any future   results,
performance  or   achievements   expressed  or  implied  by  such
forward-looking statements. The risks, uncertainties and  factors
that  could  cause  our  results to differ  materially  from  our
expectations and beliefs include,  but are not limited to,  those
factors set forth in this Annual Report on Form 10-K under  "Item
1A. - Risk Factors" below, as well as the following:


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    *  changes in laws or regulations affecting our operations;

    *  changes in our business tactics or strategies;

    *  acquisitions of new operations;

    *  changing market forces or contingencies that necessitate,
       in  our judgment, changes in our plans, strategy or
       tactics; and

    *  fluctuations in the investment markets or interest rates,
       which might materially affect our operations or
       financial  condition.

      We cannot assure you that the expectations or beliefs
reflected in these forward-looking statements will prove correct.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.  You are cautioned not
to unduly rely on such forward-looking statements when evaluating
the  information presented in this Annual Report on Form 10-K.



We are a development stage company with no operating history and,
accordingly, you will not have any basis on which to evaluate our
ability to achieve our business objective.

     Because we are a recently formed development  stage  company
with  no  operations and/or functions to date, you will  have  no
basis  upon which to evaluate our ability to achieve our business
objective,  which is to acquire an operating business.   We  have
not conducted any negotiations regarding Acquisitions and we have
no   current  plans,  arrangements  or  understandings  with  any
prospective Acquisition candidates.

We  are dependent on the ability of management to locate, attract
and  effectuate  a  suitable  acquisition  candidate;  management
intends  to  devote only a limited amount of time  to  seeking  a
target company.

     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  operation will depend to a  great  extent  on  the
operations,  financial condition and management of an  identified
business  opportunity.  We cannot assure  you  that  we  will  be
successful  in  locating  candidates with  established  operating
histories. In the event we complete a business combination with a
privately  held  company, the success of our  operations  may  be
dependent  upon  management of the successor  firm  and  numerous
other  factors  beyond  our control.  While  seeking  a  business
combination, management anticipates devoting no more than  a  few
hours  per week to the Company's affairs. Our officers  have  not
entered  into written employment agreements with us and  are  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.

There is no public market for our ordinary shares.

     There  is  no public trading market for our ordinary  shares
and  none  is  expected to develop unless and until, among  other
things,  we  complete an acquisition, file a selling  shareholder
registration  statement  under  the  Securities  Act,  and   such
ordinary  shares are accepted for trading on a trading medium  in
the  United  States, the occurrence of any of which no assurances
can be given when, if, or ever.

Because  of  our  limited resources and intense  competition  for
private  companies  suitable  for  an  acquisition  of  the  type
contemplated  by management, we may not be able to consummate  an
acquisition on suitable terms, if at all.

     We  expect  to  encounter  intense  competition  from  other
entities having business objectives similar to ours.  The  highly
competitive market for the small number of business opportunities
could reduce the likelihood of consummating a successful business
combination.  Many of the entities that we will be in competition
with  are  well  established  and have  extensive  experience  in
identifying  and  effecting  business  combinations  directly  or


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<PAGE>


through  affiliates.   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.

We  have  no  agreements  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,  two, or three 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.

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.
Further,   we  anticipate  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   require  the  expenditure  of  significant  financial
resources. If we decide not to participate in a specific business
opportunity,  or if we fail to consummate a business combination,
the  costs incurred by us related to a transaction may result  in
the loss of the related costs incurred.

We  may  require additional funds in order to operate a  business
that we acquire.

     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


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significant  risks.   If  we  obtain  a  business  that  requires
additional  capital  that  we cannot provide,  it  could  have  a
material adverse effect on our business and could result  in  the
loss of your entire investment.

We  expect  to issue additional ordinary shares in  a  merger  or
acquisition, which will result in substantial dilution.

     Our  Memorandum of Association authorizes the issuance of  a
maximum  of 50,000,000 ordinary shares. Any merger or acquisition
effected   by  us  may  result  in  the  issuance  of  additional
securities  without  shareholder  approval  and  may  result   in
substantial  dilution in the percentage of  our  ordinary  shares
held by our then existing shareholders.

We  have not conducted any market research or identified business
opportunities,  which  may  affect  our  ability  to  identify  a
business to merge with or acquire.

     We  have neither 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 shareholders.

We  cannot assure you that following a business combination  with
an  operating  business, our ordinary shares will  be  listed  on
NASDAQ or any other securities exchange.

     Following a business combination, we may seek the listing of
our  ordinary  shares on NASDAQ or the American  Stock  Exchange.
However,  we cannot assure you that following such a transaction,
we  will be able to meet the initial listing standards of  either
of  those or any other stock exchange, or that we will be able to
maintain  a listing of our ordinary shares on either of those  or
any   other   stock   exchange.  After  completing   a   business
combination, until our ordinary shares are listed on  the  NASDAQ
or  another  stock exchange, we expect that our  ordinary  shares
would  be  eligible to trade on the OTC Bulletin  Board,  another
over-the-counter quotation system, or on the "pink sheets," where
our  shareholders may find it more difficult to dispose of shares
or  obtain  accurate  quotations as to the market  value  of  our
ordinary shares. In addition, we would be subject to an SEC  rule
that,  if it 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  ordinary
shares,  which may further affect its liquidity. This would  also
make  it  more  difficult  for  us to  raise  additional  capital
following a business combination.

Our shareholders may face different considerations in protecting
their interests because we are incorporated under Cayman Islands
law.

     Our  corporate  affairs are  governed by our Memorandum  and
Articles of Association, by the Companies Law (as revised) of the
Cayman  Islands  and the  common  law of the  Cayman Islands. The
rights of  shareholders  to  take  action against  our directors,
actions  by    minority   shareholders   and    the     fiduciary
responsibilities of our directors to us under  Cayman Islands law
are to  a  large extent  governed  by  the  common  law of Cayman
Islands. The common  law in the Cayman Islands is derived in part
from comparatively  limited  judicial  precedent  in  the  Cayman
Islands  and  from  English  common  law, the decisions of  whose
courts are of persuasive authority but are not binding on a court
in the Cayman Islands.  Cayman Islands  law relating to the right
of shareholders and the fiduciary duties of our directors may not
be as established and may differ from provision under statutes or
judicial precedent in existence in jurisdictions  in  the  United
States. As  a result,  our  public  shareholders  may  have  more
difficulty in  protecting  their interests in actions against the
management, directors or our  controlling shareholders than would
shareholders of a  corporation  incorporated in a jurisdiction in
the United States.

Judgments against us may be difficult or impossible to enforce in
foreign jurisdictions.


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<PAGE>


     We are a  Cayman Islands company and a substantial  majority
of  our  assets  are  located  outside  the  U.S.  In addition, a
majority of our directors and officers reside outside the U.S. As
a  result,  it may  not be  possible to effect service of process
within  the  U.S. upon  such  persons, including  with respect to
matters  arising  under U.S.  or  foreign  securities  or   other
applicable laws. There is uncertainty as to whether the courts of
the Cayman Islands, Hong Kong or China would recognize or enforce
judgments  of  United  States  courts obtained against us or such
persons  based  upon   the  civil  liability  provisions  of  the
securities  laws  of  the  United States, or be competent to hear
original  actions  based  upon  these  laws.   In  addition,  any
judgments  obtained  in the  U.S. against us, including judgments
predicated  on the  civil liability  provisions of the securities
laws  of  the United States  or  any state  thereof, may  be  not
collectible   within  the  U.S.  Moreover, China  does  not  have
treaties providing  for the reciprocal recognition and enforcement
of judgments  of courts  within the  U.S., Japan  or most western
countries.  Hong  Kong  has  no  arrangement for  the  reciprocal
enforcement of  judgments within the U.S.  As  a  result,  if you
intend to  enforce a judgment  obtained  in the U.S. against  our
assets located outside  the U.S., such judgment may be subject to
re-examination of the merits of the action by a foreign court and
face additional procedures and other difficulties which would not
be  required   for  enforcement  of such  judgment in  the   U.S.
Enforcing   such   judgments   may be  difficult  or  impossible.

If  we  effect a business  combination  with  a  company  located
outside of the United States, we would be subject to a variety of
additional  risks  that  may  negatively  impact  our operations.

     We  intend to  effect a business combination with a  company
located  outside  of  the United States. If we do so, we could be
subject  to special  considerations  and/or risks associated with
companies  operating  in the target  business' home jurisdiction,
including  any of  the following:

    *  rules and regulations or currency conversion or
       corporate withholding taxes on individuals;
    *  tariffs and trade barriers;
    *  regulations related to customs and import/export
       matters;
    *  longer payment cycles;
    *  tax issues, such as tax law changes and variations in
       tax laws as compared to the United States;
    *  currency fluctuations;
    *  challenges in collecting accounts receivable;
    *  cultural and language differences; and
    *  employment regulations.

We cannot assure you that we would be able to adequately address
these additional risks. If we were unable to do so, our
operations, and those of the business that we acquired, could be
materially adversely affected.


If we effect a business combination with a company located
outside of the United States, the laws applicable to such company
will likely govern all of our material agreements and we may not
be able to enforce our legal rights.

      If  we effect a business combination with a company located
outside  of the United States, the laws of the country  in  which
such  company  operates will govern almost all  of  the  material
agreements relating to its operations. We cannot assure you  that
the  target business will be able to enforce any of its  material
agreements  or  that  remedies will  be  available  in  this  new
jurisdiction. The system of laws and the enforcement of  existing
laws in such jurisdiction may not be as certain in implementation
and  interpretation  as in the United States.  The  inability  to
enforce  or  obtain  a remedy under any of our future  agreements
could   result  in  a  significant  loss  of  business,  business
opportunities or capital. Additionally, if we acquire  a  company
located  outside  of  the  United  States,  it  is  likely   that
substantially all of our assets would be located outside  of  the
United States and some of our officers and directors might reside
outside of the United States. As a result, it may not be possible
for investors in the United States to enforce their legal rights,
to effect service of process upon our directors or officers or to
enforce  judgments of United States courts predicated upon  civil
liabilities and criminal penalties of our directors and  officers
under Federal securities laws.

Authorization of Preference Shares.


                                  10
<PAGE>


     Our Memorandum of Association authorizes the issuance of  up
to  1,000,000  preference  shares with designations,  rights  and
preferences  determined  from  time  to  time  by  our  Board  of
Directors.   Accordingly,  our Board of Directors  is  empowered,
without  shareholder  approval, to issue preference  shares  with
dividend, liquidation, conversion, voting, or other rights  which
could  adversely affect the voting power or other rights  of  the
holders  of  our ordinary shares. In the event of  issuance,  the
preference shares could be utilized, under certain circumstances,
as  a method of discouraging, delaying or preventing a change  in
control of our Company. Although we have no present intention  to
issue  any preference shares, we cannot assure you that  we  will
not do so in the future.

We may become a passive foreign investment company, which could
result in adverse U.S. federal income tax consequences to U.S.
investors.

      Based on the nature of our business, we do not expect to be
a  passive foreign investment company, or PFIC, for U.S.  federal
income  tax  purposes  for  our current  taxable  year.  However,
whether  or not we are a PFIC for any taxable year will be  based
in  part on the character of our income and assets and the  value
of  our assets from time to time, which will be based in part  on
the  trading  price  of our ordinary shares, once  they  commence
trading, which may be volatile. Accordingly, it is possible  that
we  may be a PFIC for any taxable year. If we were treated  as  a
PFIC  for any taxable year during which a U.S. investor  held  an
ordinary   share,  certain  adverse  U.S.  federal   income   tax
consequences   could   apply   to   the   U.S.   investor.    See
"Taxation-United  States Federal Income Taxation-Passive  Foreign
Investment Company Rules."

If we effect a business combination with a United States
corporation we could face adverse tax effects under the United
States tax laws.

     Although we currently intend to focus on Asia, South America
and Eastern Europe for potential business combination targets, if
we were to effect a business combination with a U.S. corporation,
such  a  combination could subject us to potentially adverse  tax
effects  as a result of changes made to the U.S. Internal Revenue
Code  of 1986, as amended, by the American Jobs Creation  Act  of
2004  relating  to  the treatment of domestic  business  entities
which   expatriate   from  the  United  States   to   a   foreign
jurisdiction. These new provisions generally apply to the  direct
or indirect acquisition of substantially all of the properties of
a  domestic  enterprise by a foreign corporation if there  is  at
least  60%  or 80% of continuing share ownership in the successor
foreign entity by the former stockholders of the U.S. corporation
and  substantial  business activities are not  conducted  in  the
jurisdiction in which such successor is created or organized.  In
the  event  we  effected  a  business  combination  with  a  U.S.
corporation, and were subsequently subject to these new rules, it
could cause us to lose certain tax benefits, which could make the
transaction  more expensive to us, which could  have  an  adverse
effect  on  our  operations.  See "Taxation  -  Certain  Material
United States Federal Income Tax Considerations - Tax Effects  if
We Acquire a U.S. Corporation"

If  we are deemed to be a controlled foreign corporation, or CFC,
we  may  be  subject to certain U.S. income tax risks  associated
with  the CFC rules under the U.S. Internal Revenue Code of 1986,
as amended.

     We will be considered a CFC for any year in which our United
States  shareholders that each own (directly,  indirectly  or  by
attribution) at least 10% of our voting shares (each a "10%  U.S.
Holder") together own more than 50% of the total combined  voting
power of all classes of our voting shares or more than 50% of the
total value of our shares.  If we were classified as a CFC,  such
classification would have many complex results, one of  which  is
that  if you are a 10% U.S. Holder on the last day of our taxable
year,  you will be required to recognize as ordinary income  your
pro  rata share of certain of our income (including both ordinary
earnings and capital gains) for the taxable year, whether or  not
you receive any distributions on your ordinary shares during that
taxable year.

     If  we  are  deemed to be a CFC in the future,  these  rules
would  then apply to holders of our ordinary shares. Accordingly,
U.S. persons should consider the possible application of the  CFC
rules  before  making an investment in our ordinary  shares.  See
"Certain   Tax  Considerations-Certain  Material  United   States
Federal  Income Tax Considerations-Controlled Foreign Corporation
Status and Related Consequences."

ITEM 1B.  UNRESOLVED STAFF COMMENTS

     None.


                                  11
<PAGE>


ITEM 2 PROPERTIES

     We  do  not own or rent any property.  We utilize the office
space and equipment of our officer and directors at no cost.


ITEM 3.  LEGAL PROCEEDINGS

     We are not party to any legal proceedings.


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

     No  matters  were  submitted to a vote of  security  holders
during  the  fourth quarter of the fiscal year  covered  by  this
Annual Report on Form 10-K.


                             PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)  Market information

     Our  ordinary shares have not been listed for trading on the
OTC  Bulletin  Board  or  on any stock exchange  and  we  do  not
anticipate applying for listing on any exchange until after  such
time that we have completed a business acquisition.

(b)  Holders

     As of June 30, 2007 there were 2 record holders of 1,100,000
Ordinary Shares.

(c)  Dividends

     We  have not paid any cash dividends to date and we  do  not
anticipate  or  contemplate paying dividends in  the  foreseeable
future.  It  is  the present intention of management  to  utilize
available funds for development of our business.

(d)  Securities authorized for issuance under equity compensation
plans

      As  of  June  30, 2007, we had no under equity compensation
plans  and  we do not intend to have an equity compensation  plan
prior to the completion of a business combination.







                                  12
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data presented below has been derived
from our audited financial statements appearing elsewhere herein.

                                              Period from
                                          September 27, 2006
                                          (Date of Inception)
                                            to June 30, 2007
                                           -----------------

           Revenues                              $     -
           Expenses                                8,376
           Net Loss                               (8,376)
           Basic and diluted loss per share      $  (.01)

           Total Assets                          $     -




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements

     Statements, other than historical facts, contained  in  this
Annual  Report  on Form 10-K, including statements  of  potential
acquisitions  and  our  strategies,  plans  and  objectives,  are
"forward-looking statements" within the meaning of Section 27A of
the  Securities  Act of 1933, as amended (the "Securities  Act"),
and  Section  21E  of the Securities Exchange  Act  of  1934,  as
amended  (the  "Exchange Act").  Although  we  believe  that  our
forward  looking statements are based on reasonable  assumptions,
we  caution that such statements are subject to a wide  range  of
risks,  trends and uncertainties that could cause actual  results
to  differ  materially from those projected.  Among those  risks,
trends  and uncertainties are important factors that could  cause
actual  results  to  differ materially from the  forward  looking
statements, including, but not limited to; the effect of existing
and  future laws, governmental regulations and the political  and
economic  climate of the United States; the effect of  derivative
activities; and conditions in the capital markets.  We  undertake
no duty to update or revise these forward-looking statements.

     When   used   in  this  Form  10-K,  the  words,   "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate" and
similar  expressions  are  intended to  identify  forward-looking
statements,  although not all forward-looking statements  contain
these identifying words. Because these forward-looking statements
involve  risks  and  uncertainties, actual results  could  differ
materially  from  those expressed or implied  by  these  forward-
looking statements for a number of important reasons.

General

     We  are  a development stage company formed solely  for  the
purpose  of  identifying and entering into a business combination
with  a  privately  held  business  or  company,  domiciled   and
operating  in an emerging market,  that is seeking the advantages
of  being  a  publicly held corporation whose stock is eventually
traded  on  a major United States stock exchange.  We  intend  to
focus  on  targets located primarily in Asia, South  America  and
Eastern  Europe,  as  we believe that businesses  with  operating
history  and  growth potential in these locations  would  benefit
significantly  from access to the United States  capital  markets
and may offer the potential of capital appreciation stemming from
the economic growth in such emerging markets.

Plan of Operation


                                  13
<PAGE>


     As  of  June 30, 2007 and as of the date of this report,  we
had not engaged in any business activities that generate revenue.
Our  activities  to  date have been primarily  focused  upon  our
formation.   We  may conduct private offerings  of  our  ordinary
shares,  the  proceeds of which we intend to use for  payment  of
costs  associated with formation, accounting and  auditing  fees,
legal  fees,  and  costs associated with identifying  acquisition
targets and completing necessary due diligence.  In addition,  we
expect to incur costs related to filing periodic reports with the
Securities  and  Exchange Commission.  If necessary,  we  believe
that we will be able to raise additional funds through additional
private  sales  of ordinary shares, by obtaining loans  from  our
shareholders, 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.

Continuing Operating Expenses for the period of inception through
June 30, 2007

     Because we currently do not have any business operations, we
have  not had any revenues during the period of inception through
June  30,  2007.  Total  expenses from the  period  of  inception
through  June  30,  2007 were $8,376. These expenses  constituted
professional and filing fees.

Liquidity and Capital Resources

     As  of  June  30,  2007, we had no cash available,  and  had
current liabilities of $2,431 in accounts payable and $5,835 to a
related party.

ITEM 7A. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
        None.

ITEM 8. FINANCIAL STATEMENTS

     The financial statements of the Company, including the notes
thereto  and  report  of  the independent auditors  thereon,  are
included  in this report as set forth in the "Index to  Financial
Statements."   See  F-1  for  Index  to  Consolidated   Financial
Statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

     The term "disclosure controls and procedures" is defined  in
Rules  13a -15(e) and 15d - 15(e) of the Securities Exchange  Act
of  1934  (the  Act). The rules refer to the controls  and  other
procedures  designed to ensure that information  required  to  be
disclosed  in  reports that we file or submit under  the  Act  is
recorded,  processed,  summarized and reported  within  the  time
period specified. As of June 30, 2007, management, including  the
Principal  Executive  Officer  performed  an  evaluation  of  the
effectiveness  of  the  design and operation  of  our  disclosure
controls  and  procedures. Based on that evaluation,  management,
including the Principal Executive Officer, concluded that  as  of
June  30,  2007,  our  disclosure controls  and  procedures  were
effective at ensuring that material information related to us  or
our  consolidated  subsidiaries is made  known  to  them  and  is
disclosed on a timely basis in our reports filed under the Act.

     We  maintain  a  system of internal control  over  financial
reporting  that  is  designed  to  provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting   and   the
preparation  of  financial statements for  external  purposes  in


                                  14
<PAGE>


accordance with accounting principles, generally accepted in  the
United  States.  Based  on the most recent  evaluation,  we  have
concluded  that  no significant changes in our  internal  control
over  financial reporting occurred during the last fiscal quarter
that  have  materially  affected, or  are  reasonably  likely  to
materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.


                            PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     Our officers and directors and additional information
concerning them are as follows:

-----------------------------------------------------------------
 Name                   Age  Position
-----------------------------------------------------------------
David Richardson        49   Director
-----------------------------------------------------------------
Joseph Rozelle          34   President, Chief Financial Officer,
                             Director
-----------------------------------------------------------------

     David  Richardson.  David Richardson has  been  one  of  our
directors  since September 2006.  Mr. Richardson is an  Executive
Director   of  Lighthouse  Capital  Insurance  Company   (Fortis'
insurance affiliate in the Cayman Islands), and the President and
CEO  of  Mid-Ocean  Consulting  Group  Ltd.,  which  guides  both
institutions   and  individuals  on  sophisticated  international
structuring and tax related strategies.  From 2003 through  2005,
Mr.  Richardson served as the President of Oceanic Bank and Trust
Limited's Insurance Specialty Unit.  Prior thereto, in  1996,  he
became  the  Head  of  Private Banking for MeesPierson,  a  Dutch
merchant/private bank in the Cayman Islands.  Following that,  he
became  the Managing Director for MeesPierson (Bahamas) Ltd.  and
Chairman   of   Lighthouse  Capital  Insurance  Company.    David
Richardson  began  his  professional  career  in  the  investment
business   over  20  years  ago,  working  for  one  of  Canada's
preeminent  investment  houses; Walwyn,  Stodgell,  Cochrane  and
Murray  (now Merrill Lynch Canada).  In 1987, he joined the  Bank
of  Bermuda  in Bermuda as Portfolio Manager, where he personally
oversaw  the  management of in excess of  $350  million  for  the
Bank's  top  tier clientele. From there he moved to the  Bank  of
Bermuda's  wholly owned trust subsidiary, Bermuda  Trust  Company
serving  as Assistant Manager and Director of Americas' marketing
activities.   Mr. Richardson is a graduate of the  University  of
Toronto  (Hon.BSc) with a post graduate degree from  Northwestern
University  (NTS  Graduate), as well as possessing  a  number  of
professional  affiliations including a Member of STEP,  the  ITPA
and the Bahamas International Insurance Association.

      Joseph  Rozelle.    Joseph Rozelle  has  been  one  of  our
directors  since  September 2006.  In addition, Mr.  Rozelle  has
served  as  our  President  and  Chief  Financial  Officer  since
September  2006.   Mr.  Rozelle is  currently  the  President  of
Nautilus  Global Partners, a Limited Liability Company  dedicated
to  facilitation of "going public" transactions for  foreign  and
domestic   operating  companies  on  the  public  United   States
Exchanges.  Prior to joining Nautilus in 2006, Mr. Rozelle was  a
consultant  with  Accretive Solutions,  providing  Sarbanes-Oxley
Compliance  consulting  and other accounting  related  consulting
services.  Prior thereto, Mr. Rozelle worked with Momentum Equity
Group,  LLC  and Momentum Bio Ventures as a Principal Analyst  in
the spring of 2002 and winter of 2003, respectively. At Momentum,
Mr.   Rozelle   was  responsible  for  financial  modeling,   due
diligence,  and  preparation of investment summaries  for  client
companies.  Prior  to  joining  Momentum,  Mr.  Rozelle  was   an
associate  with  Barclays Capital in the Capital  Markets  Group,
specializing in asset securitization. Prior thereto, he  was  the
Assistant Vice President of Planning and Financial Analysis for a
regional  commercial  bank and was responsible  for  all  of  the
corporate   financial  modeling,  risk  analysis,   mergers   and
acquisition  evaluation,  and  corporate  budgeting.  Before  his
tenure  in  commercial banking, Mr. Rozelle served  as  a  senior
auditor  with Arthur Andersen, where he was involved in a variety
of  filings  with the SEC involving corporate mergers, spin-offs,
public  debt offerings, and annual reports.  Mr. Rozelle holds  a
Bachelors  of Business Administration degree from the  University
of  Houston and a Masters of Business Administration degree  from
the  Jesse  H. Jones School of Management at Rice University.  In


                                  15
<PAGE>


addition,  he  is a Certified Public Accountant in the  State  of
Texas.   Mr. Rozelle is also the sole director and sole executive
officer of VPGI, Inc., a public corporation.

     Each of our directors is elected by holders of a majority of
the ordinary shares to serve for a term of one year and until his
successor  is  elected and qualified, which is generally  at  the
annual meeting of shareholders. Officers serve at the will of the
board,  subject  to possible future employment  agreements  which
would  establish term, salary, benefits and other  conditions  of
employment. No employment agreements are currently contemplated.

Significant Employees

     None

Family Relationships

     None

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
our Company during the past five years.

Board Committees

     Our  Board of Directors has no separate committees  and  our
Board   of  Directors  acts  as  the  Audit  Committee  and   the
Compensation  Committee.  We do not have  a  qualified  financial
expert serving on our Board of Directors.

Involvement of Officers and Directors in Blank Check Companies

   Other  than  as  set  forth below, none  of  our  officers  or
directors  has been or currently is a principal of, or affiliated
with, a blank check company.

   Messr.  Rozelle  is  an  officer and  Messrs.  Richardson  and
Rozelle are currently serving on the boards of directors for  the
following  entities,  each incorporated under  the  laws  of  the
Cayman Islands:

     *    Dragon Acquisition Corporation
     *    Tiger Growth Corporation
     *    Emerald Acquisition Corporation
     *    Ruby Growth Corporation
     *    China Growth Corporation
     *    Lunar Growth Corporation
     *    Action Acquisition Corporation
     *    Pan Asian Corporation
     *    Juniper Growth Corporation
     *    Seven Seas Acquisition Corporation
     *    Summit Growth Corporation
     *    Global Growth Corporation
     *    Compass Acquisition Corporation

     Each of the foregoing entities was formed for the purpose of
engaging  in  an  acquisition  or  business  combination  of   an
operating business.


Section 16(a) Beneficial Ownership Reporting Compliance


                                  16
<PAGE>


     Section  16(a) of the Securities Exchange Act  requires  our
directors, executive officers and persons who own more  than  10%
of  our common stock to file reports of ownership and changes  in
ownership  of  our common stock with the Securities and  Exchange
Commission.  Directors, executive officers and  persons  who  own
more than 10% of our common stock are required by Securities  and
Exchange  Commission regulations to furnish to us copies  of  all
Section 16(a) forms they file.

     Based  solely  on our review of such forms furnished  to  us
and  written  representations from certain reporting persons,  we
believe  that all filing requirements applicable to our executive
officers,  directors and greater than 10% beneficial  owners  are
current as of October 15, 2007.

Code of Ethics

      We  have not adopted a code of ethics that applies  to  our
principal   executive  officer,  principal   financial   officer,
principal  accounting  officer,  or  persons  performing  similar
functions, because of the small number of persons involved in the
management of the Company.


ITEM 11. EXECUTIVE COMPENSATION

     None  of  our  officers or directors has received  any  cash
remuneration since inception. No remuneration of any  nature  has
been paid for or on account of services rendered by a director in
such  capacity.  None  of the officers and directors  intends  to
devote 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.

     We  have  not  adopted retirement, pension, profit  sharing,
stock option or insurance programs or other similar programs  for
the benefit of our 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.

Compensation Discussion and Analysis

      Since  we do not currently have an operating business,  our
officers do not receive any compensation for their service to us;
and,  since  we  have  no other employees, we  do  not  have  any
compensation  policies,  procedures, objectives  or  programs  in
place.   We   will   adopt  appropriate  compensation   policies,
procedures,  objectives  or  programs  as  necessary   after   an
acquisition  is  consummated. However, it  is  anticipated  that,
after  the  consummation of an acquisition, the compensation  for
our  senior executives will be comprised of four elements: a base
salary, an annual performance bonus, equity and benefits.

      We  further  anticipate that after the consummation  of  an
acquisition,  our  Board of Directors will  form  a  compensation
committee having as part of its responsibilities, the development
of  salary  ranges,  potential bonus payouts, equity  awards  and
benefit plans.

Compensation Committee Interlocks and Insider Participation

      Our  Board  of  Directors  does  not  have  a  compensation
committee  and  the  entire  Board  of  Directors  performs   the
functions of a compensation committee.

      No member of our Board of Directors has a relationship that
would  constitute an interlocking relationship with our executive
officers or directors or another entity.


                                  17
<PAGE>


Compensation Committee Report

      Our  Board  of  Directors  does  not  have  a  compensation
committee  and  the  entire  board  of  directors  performs   the
functions of a compensation committee.

      Our  Board  of  Directors has reviewed  and  discussed  the
discussion  and analysis of our compensation which appears  above
with  management, and, based on such review and  discussion,  the
board  of  directors  determined that  the  above  disclosure  be
included in this Annual Report on Form 10-K.

The members of our Board of Directors are:

     David Richardson
     Joseph Rozelle



ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security ownership of certain beneficial owners.

     The  following table sets forth, as of October 9, 2007,  the
number of Ordinary Shares owned of record and beneficially by our
executive officers, directors and persons who hold 5% or more  of
our outstanding Ordinary Shares.

<TABLE>
<CAPTION>
---------------------------------------------------------------------
                       Amount and Nature
Name and Address       of Beneficial Ownership    Percentage of Class
---------------------------------------------------------------------
<S>                    <C>                        <C>
David Richardson*                  100,000            9.1%
---------------------------------------------------------------------
---------------------------------------------------------------------
Joseph Rozelle*                          0
---------------------------------------------------------------------
---------------------------------------------------------------------
Nautilus Global Partners, LLC
700 Gemini, Suite 100
Houston, TX 77058                1,000,000           90.9%
---------------------------------------------------------------------
---------------------------------------------------------------------
Mid-Ocean Consulting Limited
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
Nassau, Bahamas                    100,000            9.1%
---------------------------------------------------------------------
---------------------------------------------------------------------
All Officers and Directors as
a group (2 individuals)            100,000            9.1%
---------------------------------------------------------------------
</TABLE>

*  The  address of Messrs. Richardson and Rozelle is c/o Nautilus
Global  Business Partners, 700 Gemini, Suite 100, Houston,  Texas
77058.

(1) Includes 100,000 shares held by Mid-Ocean Consulting Limited.
Mr.  Richardson is the owner and the President and  CEO  of  Mid-
Ocean  Consulting  Limited and has voting and investment  control
over such shares.

(2)   Does  not include 1,000,000 shares held by Nautilus  Global
Partners.   Mr.  Rozelle  is  the President  of  Nautilus  Global
Partners but does not have voting or investment control over such
shares.


                                  18
<PAGE>


(3)   Christopher  Efird owns 40% of the ownership  interests  of
Nautilus  and  Benchmark Equity Group owns 20% of  the  ownership
interests  of  Nautilus.  Mr. Frank DeLape is the 100%  owner  of
Benchmark.  In  addition,  Mr.  DeLape  controls  entities   that
collectively own 20% of the ownership interests of Nautilus.  Mr.
Stephen  Taylor owns 20% of the ownership interests of  Nautilus.
Based  upon their ownership interests in Nautilus, each of Efird,
Benchmark,  DeLape and Taylor may be deemed to  be  the  indirect
beneficial  owners  of  the  ordinary  shares.  Each  of   Efird,
Benchmark,  DeLape and Taylor disclaims beneficial  ownership  of
such  ordinary shares held by Nautilus, except to the  extent  of
their respective pecuniary interests therein.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

      On  September 27, 2006, we issued an aggregate of 1,100,000
of  our ordinary shares to the individuals and entities set forth
below for $110 in cash, at a purchase price of $0.0001 per share,
as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Name                        Number of Shares      Relationship to Us
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
<S>                         <C>              <C>
Nautilus Global Partners, LLC   1,000,000    Joseph Rozelle, our President
700 Gemini, Suite 100                        and Chief Financial Officer is
Houston, TX 77058                            the President of Nautilus Global
                                             Partners, LLC.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Mid-Ocean Consulting Limited      100,000    David Richardson, one of our
Bayside House                                directors is the owner,
Bayside Executive Park                       president and CEO of Mid-Ocean
West Bay Street & Blake Road                 Consulting.
Nassau, Bahamas
-----------------------------------------------------------------------------
</TABLE>


     Our  Board  of  Directors  does not  have  any  policies  or
procedures  that  it  follows in connection  to  transactions  it
undertakes  with  related  parties.  The  determination  of   any
policies  or  procedures  will be  made  after  we  consummate  a
business combination.

Director Independence

     Our  Board  of Directors does not believe that  any  of  the
directors  qualify as independent under the rules of any  of  the
national securities exchanges.






ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  following  table  presents aggregate fees  for  professional
audit  services  rendered  by  PMB Helin  Donovan,  LLP  ("PMB"),
previously known as Helin, Donovan, Trubee & Wilkinson,  LLP  for
the  audit of the Company's annual financial statements  for  the
fiscal  year  ended  June 30, 2007, and  fees  billed  for  other
services rendered by PMB.


                                  19
<PAGE>


                                                 2007
                                              --------
Audit Fee (1)                                 $  1,850

Audit-Related Fees                            $    ---

Tax Fees                                      $    ---

All Other Fees                                $    ----

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

 (1) Audit   fees   represent  the  aggregate  fees   billed  for
     professional  services rendered by PMB for the audit of  our
     annual financial  statements, review of financial statements
     included  in  our  quarterly reports, review of registration
     statements  or   services  that  are  normally  provided  in
     connection   with   statutory  and  regulatory   filings  or
     engagements for those fiscal years.


Pre-Approval of Services

     We  do  not have an audit committee. As a result, our  board
of directors performs the duties of an audit committee. Our board
of directors evaluates and approves in advance the scope and cost
of  the  engagement of an auditor before the auditor renders  the
audit  and  non-audit  services. We do not rely  on  pre-approval
policies and procedures.


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(a) Financial Statements:

      The  list  of  financial statements filed as part  of  this
annual report is provided on page F-1.

(b)  Exhibits:



Exhibit
Number  Description

3.1    Memorandum and Articles of Association (1)
31.1   Certification of Principal Executive Officer and  Principal
       Financial  Officer pursuant to Rule 13a-14(a) or  15d-14(a)
       of  the  Securities and Exchange Act of  1934,  as  adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1   Certification of 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

                           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.

 Date: October 15, 2007           BERING GROWTH CORPORATION


                                  By:   /s/ Joseph Rozelle
                                  ------------------------------
                                  Name: Joseph Rozelle
                                  Title:   President, Chief
                                  Financial Officer and Director

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


                                  20
<PAGE>



 Date: October 15, 2007        By:   /s/ Joseph Rozelle
                               ------------------------------
                               Name: Joseph Rozelle
                               Title:   President, Chief
                               Financial Officer and Director
                               (Principal Executive Officer,
                               Principal Financial Officer and
                               Principal Accounting Officer)


 Date: October 15, 2007        By:   /s/ David Richardson
                               ------------------------------
                               Name: David Richardson
                               Title:   Director










                                  21
<PAGE>


                    Bering Growth Corporation
                  (A Development Stage Company)


                  Index to Financial Statements

                                                                  PAGE
                                                                  ----

Report of Independent Registered Public Accounting Firm...........F-2

Balance Sheet as of June 30, 2007.................................F-3

Statement of Operations for the period September 27, 2006 (date
of inception) through June 30, 2007...............................F-4

Statement of Shareholders' Deficit for the period September 27,
2006 (date of inception) through June 30, 2007....................F-5

Statement of Cash Flows for the period September 27, 2006 (date
of inception) through June 30, 2007...............................F-6

Notes to Financial Statements.....................................F-7










<PAGE>



     Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Bering Growth Corporation:

We  have audited the accompanying balance sheet of Bering  Growth
Corporation  (the Company) (a development stage  company)  as  of
June   30,   2007,  and  the  related  statements of  operations,
shareholders'  deficit,  and  cash  flows  for  the  period  from
inception  (September  27, 2006) through  June  30,  2007.  These
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
financial statements based on our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  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 Bering Growth Corporation as of June 30, 2007, and the results
of  its  operations  and  its  cash flows  for  the  period  from
inception  (September  27,  2006)  through  June  30,  2007,   in
conformity with generally accepted accounting principles  in  the
United States of America.

The  accumulated  deficit during the development  stage  for  the
period from date of inception through June 30, 2007 is $8,376.

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP
--------------------------
Houston, Texas
October 12, 2007


                                  F-2
<PAGE>


                    Bering Growth Corporation
                 (A Development Stage Company)
                         Balance Sheet

                                                                 June 30,
                                                                   2007
                                                                -----------
            ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                     $        --
                                                                -----------

        Total assets                                            $        --
                                                                ===========

            LIABILITIES AND SHAREHOLDERS' DEFICIT


CURRENT LIABILITIES
  Payable to Affiliate                                          $     5,835
  Accounts payable                                                    2,431
                                                                -----------

        Total current liabilities                                     8,266
                                                                -----------

Commitments and Contingencies                                            --
                                                                -----------
SHAREHOLDERS' DEFICIT

   Preference shares, $0.0001 par value, 1,000,000 shares
     authorized, none issued and outstanding                             --
   Ordinary shares, $.0001 par value; 50,000,000 shares
     authorized; 1,100,000 shares issued and outstanding
     at June 30, 2007                                                   110
   Additional paid in capital                                            --
   Deficit accumulated during development stage                      (8,376)
                                                                -----------
        Total shareholders' deficit                                  (8,266)
                                                                -----------
        Total liabilities and shareholders' deficit             $        --
                                                                ===========

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






                                  F-3
<PAGE>




                    Bering Growth Corporation
                  (A Development Stage Company)
                    Statement of Operations




                                    Cumulative During
                                    Development Stage
                                   (September 27, 2006
                                    to June 30, 2007)
                                    -----------------

Revenues                               $         --
                                       ------------
Expenses
  Formation and Other Costs            $      8,376
                                       ------------
        Total operating expenses              8,376
                                       ------------
        Operating loss                       (8,376)
                                       ------------

        Net loss                       $     (8,376)
                                       ============

Basic and diluted loss per share       $      (0.01)
                                       ============
Weighted average ordinary shares
outstanding - basic and diluted           1,100,000
                                       ============


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


                                  F-4
<PAGE>


                         Bering Growth Corporation
                       (A Development Stage Company)
                    Statement of Shareholders' Deficit
For the period from September 27, 2006 (Date of Inception) to June 30, 2007

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated
                                                                           Additional     during the
                             Preference Shares        Ordinary Shares        Paid In      Development
                             Shares     Amount      Shares       Amount      Capital         Stage         Totals
                             ------     ------    ----------    --------   -----------    -----------     ---------
<S>                          <C>        <C>       <C>           <C>        <C>            <C>             <C>
Founder shares issued at
  inception at September
  27, 2006                        -     $    -     1,100,000    $    110   $        -     $         -     $     110
Net loss                          -          -             -           -            -          (8,376)       (8,376)
                             ------     ------     ---------    --------   ----------     -----------     ---------
Balance as of June 30, 2007       -     $    -     1,100,000    $    110   $        -     $    (8,376)    $  (8,266)
                             ======     ======     =========    ========   ==========     ===========     =========

</TABLE>





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







                                  F-5
<PAGE>


                    Bering Growth Corporation
                  (A Development Stage Company)
                    Statement of Cash Flows

                                                           Cumulative During
                                                            Development Stage
                                                           (September 27, 2006
                                                            to June 30, 2007)
                                                            ----------------
Cash flows from operating activities
  Net loss                                                    $    (8,376)
  Adjustments to reconcile net loss to cash used in
      operating activities:
    Shares issued to Founder for payment of formation costs           110
    Changes in operating assets and liabilities
          Payable to Affiliate                                      5,835
          Accounts Payable                                          2,431
                                                              -----------

Net cash used in operating activities                                  --
                                                              -----------

Net increase in cash                                                   --
                                                              -----------
Cash at beginning of the period                                        --
                                                              -----------

Cash at end of the period                                     $        --
                                                              ===========
Supplemental disclosures of cash flow information:

  Interest paid                                               $         -
                                                              ===========
  Income taxes paid                                           $         -
                                                              ===========

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


                                  F-6
<PAGE>

                    Bering Growth Corporation
                  (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS
                          June 30, 2007

NOTE 1 - Organization, Business and Operations

On  September 27, 2006, Bering Growth Corporation (the "Company")
was  formed in the Cayman Islands with the objective to  acquire,
or merge with, an operating business. The Company's formation and
administrative costs were financed primarily through the issuance
of  1,100,000 shares of ordinary shares at par value  of  $0.0001
per share together with a payable to the Founders of $5,835.

At  June  30, 2007, the Company had not yet commenced operations.
All  activity  from  September 27,  2006  ("Date  of  Inception")
through  June  30, 2007 relates to the Company's  formation.  The
Company selected June 30 as its fiscal year-end.

The  Company,  based on its proposed business  activities,  is  a
"blank  check"  company. The Securities and  Exchange  Commission
defines  such  a company as "a development stage company"  as  it
either has no specific business plan or purpose, or has indicated
that  its  business plan is to engage in a merger or  acquisition
with  an  unidentified company or companies, or other  entity  or
person;  and has issued `penny stock,' as defined in Rule  3a51-1
under  the  Securities  Exchange Act of 1934.  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 its securities,  either
debt   or   equity,  until  the  Company  concludes  a   business
combination with an operating entity.

The Company was organized to acquire a target company or business
seeking the perceived advantages of being a publicly-held company
and,  to  a  lesser extent, that desires to employ the  Company's
funds in its business. The Company's principal business objective
for  the  next 12 months and beyond will be to achieve  long-term
growth potential through a business combination rather than short-
term  earnings.  The  Company  will not  restrict  its  potential
candidate target companies to any specific business, industry  or
geographical location. The analysis of new business opportunities
will  be  undertaken by or under the supervision of the  officers
and directors of the Company.

NOTE 2 - Summary of Significant Accounting Policies

Basis of Presentation

These financial statements are presented on the accrual basis  of
accounting  in  accordance  with  generally  accepted  accounting
principles  in the United State of America, whereby revenues  are
recognized  in the period earned and expenses when incurred.  The
Company  also follows Statement of Financial Accounting Standards
("SFAS")  No. 7, "Accounting and Reporting for Development  State
Enterprises" in preparing its financial statements.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all
highly liquid investments (i.e., investments which, when
purchased, have original maturities of three months or less) to
be cash equivalents.


                                  F-7
<PAGE>


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 reported amounts  of  revenue  and
expenses during the reporting period. Actual results could differ
from those estimates.

Loss Per Ordinary Share

Basic loss per ordinary share is based on the weighted effect  of
ordinary  shares  issued and outstanding, and  is  calculated  by
dividing  net  loss  by the weighted average  shares  outstanding
during the period.  Diluted loss per ordinary share is calculated
by  dividing net loss by the weighted average number of  ordinary
shares  used  in  the basic loss per share calculation  plus  the
number  of ordinary shares that would be issued assuming exercise
or   conversion  of  all  potentially  dilutive  ordinary  shares
outstanding.   The Company does not present diluted earnings  per
share for years in which it incurred net losses as the effect  is
antidilutive.

At June 30, 2007, there were no potentially dilutive ordinary
shares outstanding.

Income Taxes

Bering  Growth Corporation was registered as an Exempted  Company
in  the  Cayman Islands, and therefore, is not subject to  Cayman
Island  income  taxes for 20 years from the  Date  of  Inception.
While  the  Company has no intention of conducting  any  business
activities in the United States, the Company would be subject  to
United  States income taxes based on such activities  that  would
occur in the United States.

The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes." This statement prescribes the
use  of  the  liability  method whereby deferred  tax  asset  and
liability  account balances are determined based  on  differences
between   financial  reporting  and  tax  bases  of  assets   and
liabilities and are measured using the enacted tax rates and laws
that  will  be  in  effect when the differences are  expected  to
reverse.   In  assessing the realization of deferred tax  assets,
management  considers whether it is likely that some  portion  or
all  of  the deferred tax assets will be realized.  The  ultimate
realization of deferred tax assets is dependent upon the  Company
attaining  future taxable income during periods  in  which  those
temporary differences become deductible.

Fair Value of Financial Instruments

Our  financial instruments consist of a payable to an  affiliate.
We  believe  the fair value of our payable reflects its  carrying
amount.

Recently Issued Accounting Pronouncements

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



                                  F-8
<PAGE>



NOTE 3 - Liquidity and Capital Resources

     The  Company  has no revenues for the period from  inception
through  June  30, 2007, and does not intend to realize  revenues
until the consummation of a merger with an operating entity.  The
Company's principal business objective for the next 12 months and
beyond  will be to achieve long-term growth potential  through  a
business combination rather than short-term earnings.  There  can
be  no  assurance  that  the  Company will  ever  consummate  the
business   combination;  achieve  or  sustain  profitability   or
positive cash flows from its operations, reduce expenses or  sell
ordinary  shares.  To date, the Company has funded its  formation
activities primarily through issuances of its ordinary shares and
a  payable  to affiliate.  The Company believes that it  will  be
able to meet additional costs of these activities through funding
from  our shareholders. If the Company require additional  funds,
it  intends to seek additional investments from our shareholders,
management or other investors.

NOTE 4 - Payable to Affiliate and Accounts Payable

The Company has a payable to affiliate of $5,835 to a Founder  of
the Company.  The payable is non-interest bearing and payable  on
demand.   The  Company also has accounts payable related  to  the
formation of the Company and general and administrative  expenses
for $2,431.

NOTE 5 - Ordinary Shares

On  September  27,  2006, the Company was formed  with  1,100,000
shares  of its restricted ordinary shares issued at par value  of
$0.0001  per  share, for consideration of $110  to  its  founding
shareholders.

NOTE 6 - Preference Shares

The Company is authorized to issue 1,000,000 shares of preference
shares  with  such  designations, voting  and  other  rights  and
preferences as may be determined from time to time by  the  Board
of  Directors.  At June 30, 2007, there were no preference shares
issued or outstanding.

NOTE 7 - Commitments and Contingencies

The  Company may become subject to various claims and litigation.
The  Company  vigorously defends its legal  position  when  these
matters  arise.  The Company is not a party to, nor  the  subject
of, any material pending legal proceeding nor to the knowledge of
the  Company,  are any such legal proceedings threatened  against
the Company.




                                  F-9
<PAGE>