U.S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB




ANNUAL
REPORT




PURSUANT
TO SECTION 13 OR 15(d)




OF
THE SECURITIES EXCHANGE ACT OF 1934





(Mark
      One)ý
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2007ORo
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
      1934For the transition period
      from_______ to_______




Commission
File Number: 333-139354




VALUERICH,
INC.


(Name of
small business issuer in its charter)




Delaware
            41-2102385(State
      of Incorporation)
            (I.R.S.
      Employer Identification No.)





1804 N. Dixie Highway, West
Palm Beach, FL  33467


(Address
of Principal Executive
Offices)         (Zip
Code)




561-832-8878


(Registrant's
Telephone Number)





Securities
registered pursuant to Section 12(b) of the Act:


Common Stock, $0.001 par
value per share




Securities
registered pursuant to Section 12(g) of the Act:




None




(Title of
Class)




Indicate by check mark whether
the issuer: (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. YESýNoo




Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
contained herein, and will not be contained, to the best of issuer’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).   YesoNoý




State issuer’s revenues for its
most recent fiscal year: $1,227,694




The aggregate market value of the issuer’s common stock held by non-affiliates
of the registrant as of March 31, 2008, was approximately $1,339,633, based on
$.30, the price at which the registrant’s common stock was last sold on that
date.




As of March 7, 2008, the issuer had 8,276,542  shares of common stock
outstanding.




Documents
incorporated by reference: None.




Transitional
Small Business Disclosure Format (Check
one):   Yes  oNo   ý


PART
I





Forward
Looking Statements




Most of
the matters discussed within this report include forward-looking statements on
our current expectations and projections about future events. In some cases you
can identify forward-looking statements by terminology such as “may,” “should,”
“potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions. These statements are based on
our current beliefs, expectations, and assumptions and are subject to a number
of risks and uncertainties. Actual results and events may vary significantly
from those discussed in the forward-looking statements.




These
forward-looking statements are made as of the date of this report, and we assume
no obligation to update these forward-looking statements whether as a result of
new information, future events, or otherwise, other than as required by law. In
light of these assumptions, risks, and uncertainties, the forward-looking events
discussed in this report might not occur.




ITEM
1.  DESCRIPTION OF BUSINESS




ValueRich,
Inc., (the Company), was incorporated under the laws of the state of Florida on
July 11, 2003 and reincorporated in Delaware on March 3, 2006. The Company owns
various online and offline media-based properties for corporate and financial
professionals. Its properties include 1) iValueRich.com, 2) ValueRich magazine
and 3) the ValueRich Small-cap Financial Expo. iValueRich.com is an online
community providing a range of business solutions for public companies and the
many industry related businesses and professionals that seek to do business with
each other. The small-cap financial expo is a unique expo-style financial
conference format for small-cap public companies to showcase their products and
services and have continuous access to investment bankers and buy-side
professionals.





Although
we believe we have been successful in building brand recognition, we are
currently revising our  financial expo line of business to be a
co-branded or partnered expo in response to increased competition we have
experienced in the financial convention space. We have recently found that in
many cases our clients are being offered free and/or no charge presentation
spots at  investment banking conferences where the host investment
bank derives revenue not from charging the exhibiting companies to present but
rather from the investment banking fees derived from engaging the invited
company and generating revenue from investment banking services, consulting and
advisory fees. In addition, as the sole host of  our events, we have
experienced that we were carrying a majority of the financial exposure and
overhead to these events, while the banks and service providers that simply
sponsored or attended our events were benefiting equally.





We intend
that our next event will be a co-branded and partnered expo with one or more of
the investment banks and service providers that directly benefit from their
access to micro-cap companies, so as to leverage on our brand recognition and
reduce direct and indirect overhead costs. While we intend to now seek to share
the financial exposure and infrastructure with investment banks, service
providers and Wall Street professionals that gain from these events no
assurance, however,  can be given especially in light of the current
negative market environment that we will be able to secure a co-partner for
these events.  As a result of our ongoing efforts to revise our
current expos, we have not yet announced a date for our next Small-cap Financial
Expo.





ValueRich
magazine was  published three times during the year ended December 31,
2007. The magazine is geared toward an affluent readership of investment related
professionals and corporate leaders.  As a cost-cutting measure, and
with the advent of modern publishing software, we have also made changes to this
line of business, which include the decision to publish our magazine digitally.
The magazine will maintain its format, lay-out and size, and we believe the user
experience will  not change dramatically. We also expect that the
on-line user friendly publishing format will increase the deliverable format to
a wider and more broad market of new readers. The Internet  and online
publishing platform also allows us to attract more readers and subscribers for
substantially decreased costs. As a result, we expect  our direct and
indirect expenses for publishing the magazine,  such as printing and
mailing costs to decrease dramatically.





We are
actively involved in seeking to secure an interest in a licensed FINRA
broker-dealer. We believe that leveraging our database and clients along with
the contacts and relationships established by our conference and Media business,
would enable us to benefit from the fee generated side of the banking
business.




ITEM
1A.  RISK FACTORS




In
evaluating us and our business you should carefully consider the risks set forth
below..





Risks
Relating to Our Business





No
assurance can be given that we will not be subject to liability if persons rely
on information about other companies made available through the use of our
services.




2




Although
we believe that we should not be held liable if information made available
through our services about other companies, and/or relied on by persons using
our services, turns out to be fraudulent or otherwise misleading, there can be
no assurance given that any potential liability for any such fraudulent or
otherwise misleading information would lie exclusively with the companies
providing such information, and not us. If we were found to be held liable for
damages resulting from any such fraudulent or otherwise misleading information,
the damages could be significant. In this regard, we are not involved at any
level with the preparation of the content of the information provided by our
participating member companies, nor do we check, verify or confirm any of this
information; but, merely organize the manner in which it is presented and make
it available to be searched. All substantive information about other companies
that is made available through our services is provided directly to us by the
respective companies themselves. In addition, there are disclaimers in place
required to be accepted by paying members in connection with gaining membership
to our website which are intended to further restrict our liability for the
accuracy of this information.




Because
we have only recently commenced business operations, it is difficult to evaluate
our prospects.




We face
the risks and problems associated with businesses in their early stages in a
competitive environment and have a limited operating history on which an
evaluation of our prospects can be made. We were incorporated in Florida in July
2003 and then reincorporated in Delaware in March 2006. We hosted our first
financial expo in March 2005, and published our first edition of ValueRich
magazine in the spring of 2004. We just launched iValuerich.com in June 2006.
Our prospects should be considered in light of the risks, expenses and
difficulties frequently encountered in the establishment of any business in a
competitive environment.




We
have not been profitable in the past and may never become
profitable.




We have
not yet achieved profitability and there can be no assurance that we will become
profitable. During our fiscal years ended December 31, 2007 and December 31,
2006, we incurred net losses of approximately $1,747,987 and $937,170,
respectively. Our ability to generate revenues and to become profitable depends
on many factors, including the market acceptance of our products and services,
our ability to control costs and our ability to implement and maintain our
business strategy. There can be no assurance that we will become or remain
profitable.







There
is an uncertain market for our products.




We have
only a limited operating history to determine the market acceptance by small
capitalization companies, investment banks and buy-side professionals of our
expos, magazine and internet community. No assurance can be given that a
significant market for our products and services will be developed or
sustained.




If
we are unable to hire and retain key personnel, then we may not be able to
implement our business plan.




The
success and growth of our business will depend on the contributions of our
Chairman, President and Chief Executive Officer, Joseph Visconti, and a small
number of other key personnel, as well as our ability to attract, motivate and
retain other highly qualified personnel. Competition for such personnel is
intense. We do not have an employment agreement with Mr. Visconti or any of our
other employees. The loss of the services of any of our key personnel, or our
inability to hire or retain qualified personnel, could have a material adverse
effect on our business.




If
our business plan fails, our company will dissolve and investors may not receive
any portion of their investment back.




If we are
unable to realize profitable operations, or raise sufficient capital, our
business will eventually fail. In such circumstances, it is likely that we will
dissolve and, depending on our remaining assets at the time of dissolution, we
may not be able to return any funds back to investors.





If
we do not meet the American Stock Exchange requirements for continued listing,
our common stock may be delisted and our securities may then become
illiquid.




If our
securities are delisted from AMEX, they will likely be quoted in the
over-the-counter market in the “pink sheets” or the OTC Bulletin Board.
Consequently, an investor would find it more difficult to trade our securities.
In addition, if our common stock is delisted from AMEX, it will be subject to
the rules relating to “penny stocks.” These rules require brokers who sell
securities subject to such rules to persons other than established customers and
“institutional accredited investors” to complete certain documentation, make
suitability inquiries of investors and provide investors with certain
information concerning the risks of trading in the securities. Application of
the penny stock rules to our securities will adversely affect the market
liquidity of our securities, which may adversely affect the ability of
purchasers in this offering to resell our securities.




3





We
utilize third parties to provide reliable software, systems and related
services.




We
utilize various third parties for technology, software, systems and related
services in order to provide our clients with the most comprehensive menu of
publicly available business and financial information by providing historical
data in chart format, daily updates and live feeds. Currently we have not
entered into any agreements with any third party for technology, software,
systems or related services. If for any reason one or more of these service
providers becomes unable or unwilling to continue to provide services of
acceptable quality, at acceptable costs and in a timely manner, our ability to
deliver our product and services offering to our members could be impaired. We
would have to identify and qualify substitute service providers, which could be
time consuming and difficult and could result in unforeseen difficulties.
Although we are confident that alternative service providers are available, we
cannot assure that we will be able to obtain such services on our favorable
terms as we currently receive or in a timely manner.




The
operating performance of computer systems and Web servers is critical to our
business and reputation.




Any
system failure, including network, software or hardware failure due to a
computer virus break-ins or otherwise that causes an interruption to our website
could lead to reduced revenues for our business. In addition, our members depend
on internet service providers, online service providers and other website
operators for access to our websites. Many of them have experienced significant
outages in the past, and could experience outages, delays and other difficulties
due to system failures unrelated to our degraded service, number satisfaction
would decrease, we would likely lose revenue and our reputation could be
permanently harmed.




We
may issue shares of preferred stock with greater rights than our common
stock.




Our
articles of incorporation authorize our board of directors to issue up to ten
million shares of preferred stock in one or more series and determine the price
for those shares without seeking any further approval from our stockholders.
Further, under Delaware law, the board of directors may at its discretion, and
without stockholder approval, set the other terms of the preferred stock. Any
preferred stock that is issued may rank ahead of our common stock, in terms of
dividends, liquidation rights and voting rights that could adversely affect the
voting power or other rights of the holders of our 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 our
company. Such provisions could have the effect of depriving stockholders of an
opportunity to sell their shares at a premium over prevailing market prices. Any
delay or prevention of, or significant payments required to be made upon, a
change of control transaction or changes in our board of directors or management
could deter potential acquirers or prevent the completion of a transaction in
which our stockholders could receive a substantial premium over the then current
market price for their shares.




Intense
competition could reduce our market share and harm our financial
performance.




An
increasing number of financial news and information sources compete for
consumers’ and advertisers’ attention and spending. We expect this competition
to continue to increase. We compete for advertisers, readers, staff and outside
contributors with many types of companies. We have experienced increased
competition in the financial convention space. We have found that in many cases
our clients are being offered free and/or no charge presentation spots
at  investment banking conferences where the host investment bank
derives revenue not from charging the exhibiting companies to present but rather
from the investment banking fees derived from engaging the invited company and
generating revenue from investment banking services, consulting and advisory
fees.  There can be no assurance that we will be able to continue to
attract clients for our expos, and that if we are able to attract clients that
it will be at prices that will enable us to meet the costs of running the
expos.





Our
ability to compete depends on many factors, including the originality,
timeliness, comprehensiveness and trustworthiness of our content and that of our
competitors, the ease of use of services developed either by us or our
competitors and the effectiveness of our sales and marketing
efforts.




Many of
our existing competitors, as well as a number of potential new competitors, have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services and to offer clients incentives such as free
entry to their expos. These competitors may also engage in more extensive
research and development, undertake more far-reaching marketing campaigns, adopt
more aggressive pricing policies (including offering their financial news for
free) and make more attractive offers to existing and potential employees,
outside contributors, strategic partners and advertisers. Our competitors may
develop content that is equal or superior to ours or that achieves greater
market acceptance than ours. It is also possible that new competitors may emerge
and rapidly acquire significant market share. We may not be able to compete
successfully for advertisers, readers, staff or outside contributors, which
could materially adversely affect our business, results of operations and
financial condition. Increased competition could result in advertising price
reductions, reduced margins or loss of market share, any of which could
materially adversely affect our business, results of operations and financial
condition.




We also
compete with other web sites, television, radio and print media for a share of
advertisers’ total advertising budgets. If advertisers perceive the Internet or
our web site to be a limited or an ineffective advertising medium, they may be
reluctant to devote a portion of their advertising budget to Internet
advertising or to advertising on our web site.




4





Our
online operations are subject to security risks and systems
failures.




Security
risks.




Online
security breaches could materially adversely affect our collective businesses,
financial condition or results of operations. Any well-publicized compromise of
security could deter use of the Internet in general or use of the Internet to
conduct transactions that involve transmitting confidential information or
downloading sensitive materials in particular. In offering online payment
services, we may increasingly rely on technology licensed from third parties to
provide the security and authentication necessary to effect secure transmission
of confidential information, such as consumer credit card numbers. Advances in
computer capabilities, new discoveries in the field of cryptography or other
developments could compromise or breach the algorithms that we use to protect
our consumers’ transaction data. In addition, experienced programmers or
“hackers” may attempt to misappropriate proprietary information or cause
interruptions in our services which could require us to expend significant
capital and resources to protect against these problems.




Other
system failures.




The
uninterrupted performance of our computer systems is critical to the operations
of our Internet sites. We may have to restrict access to our Internet sites to
solve problems caused by computer viruses or other system failures. Our
customers may become dissatisfied by any systems disruption or failure that
interrupts our ability to provide our content. Repeated system failures could
substantially reduce the attractiveness of our Internet site and/or interfere
with commercial transactions, negatively affecting our ability to generate
revenues. Our Internet sites must accommodate a high volume of traffic and
deliver regularly updated content. Our sites have, on occasion, experienced
slower response times and network failures. These types of occurrences in the
future could cause users to perceive our web sites as not functioning properly
and therefore induce them to frequent Internet sites other than ours. In
addition, our customers depend on their own Internet service providers for
access to our sites. Our revenues could be negatively affected by outages or
other difficulties customers experience in accessing our Internet sites due to
Internet service providers’ system disruptions or similar failures unrelated to
our systems.





If
we are unable to generate revenues from advertising and sponsorships, or if we
were to lose our large advertisers or sponsors, our business would be
harmed.




If
companies perceive ValueRich Magazine, iValueRich.com or our conference events
to be a limited or ineffective advertising medium, they may be reluctant to
advertise in our products or be a sponsor of our company. Our ability to
generate significant advertising and sponsorship revenues depends upon several
factors, including, among others, the following:




·
            our
      ability to maintain a large, demographically attractive reader base for
      ValueRich Magazine or subscriber base for
  iValueRich.com;




·
            our
      ability to maintain attractive advertising
  rates;




·
            our
      ability to attract and retain advertisers and sponsors;
  and




·
            our
      ability to provide effective advertising delivery and measurement
      systems.




Our
advertising revenues are also dependent on the level of spending by advertisers,
which is impacted by a number of factors beyond our control, including general
economic conditions, changes in consumer purchasing and viewing habits and
changes in the retail sales environment. Our existing competitors, as well as
potential new competitors, may have significantly greater financial, technical
and marketing resources than we do. These companies may be able to undertake
more extensive marketing campaigns, adopt aggressive advertising pricing
policies and devote substantially more resources to attracting advertising
customers. In an effort to decrease cost, we have changed  publication
to digital.  There can be no assurance that such a change will not
negatively impact our magazine revenue.  During our fiscal years ended
December 31, 2006 and December 31, 2007, approximately $277,043and $399,043,
respectively, of our revenues were attributable to advertising and sponsorship.
For the three months ended March 31, 2007, $98,434 of our revenues was
attributable to advertising and sponsorship.




If
we are unable to generate revenues from subscription and site membership fees to
iValueRich.com or fees for specific research or other services utilized by
members of iValueRich.com our business would be harmed.




To date,
we have not obtained any  revenues  from the interactive
flow of commerce and financing queries through subscription and site membership
fees for access to iValueRich.com, “a la carte” fees for specific valuable
research and other services or from selling Internet advertising to reach the
demographic this business community offers. While we continue to hope that we
will be successful in these endeavors, no assurance can be given that we will,
in fact, generate this revenue.




5




The
Company must be able to adapt to rapidly changing market trends and technologies
in order to continue offering its clients a viable business
service.




The
Company’s success will depend largely upon its ability to monitor rapidly
changing technologies and market trends and to adapt its publications and
services to meet the evolving information needs of existing and emerging target
clients. The process of internally researching and developing, launching,
gaining acceptance and establishing profitability for a new publication, new
expo structure or new service, or assimilating and marketing an acquired
publication or service, is inherently risky and costly. We are currently in the
process of modifying our expo line of business in order to more effectively
compete in our industry and have chosen to change our magazine publication to
digital. New publications typically require several years and significant
investment to achieve profitability. There can be no assurance that the
Company’s efforts to modify its existing lines of business or introduce new or
assimilate acquired publications or services will be successful or profitable.
In addition, the Company has invested in certain Internet services that are not
yet revenue optimized. The Internet is still in the relatively early stages of
development as a commercial medium, and there can be no assurance that these
services will be successful or profitable. Costs related to the development of
new publications and services are expensed as incurred and, accordingly, the
Company’s profitability from year to year may be adversely affected by the
number and timing of new product launches.




Some
of the Company’s business services compete in a highly competitive
market.




Certain
of the business lines in which the Company is engaged are highly competitive and
certain of the Company’s competitors are larger and have greater financial
resources than the Company. There can be no assurance that the Company will be
able to continue to compete successfully or that such competition will not have
a material adverse effect on the Company’s business or financial
results.






If
we are unable to attract or retain qualified editorial staff and outside
contributors, our business could be adversely affected.




The
success of our magazine depends substantially upon our ability to produce
original, timely, comprehensive and trustworthy content.  We may not
be able to retain or attract highly qualified writers, and in fact, as a
cost-cutting measure we recently substantially reduced our editorial staff in an
effort to reduce expenses.  If we are unable to retain our current
writers with appropriate qualifications, our business, results of operations and
financial condition could be materially adversely affected.




We
may be exposed to liability over privacy concerns.




Despite
the display of our privacy policy on our website, any penetration of our network
security or misappropriation of our customers’ personal or credit card
information could subject us to liability. We may be liable for claims based on
unauthorized purchases with credit card information, impersonation or other
similar fraud claims. Claims could also be based on other misuses of personal
information, such as for unauthorized marketing purposes. These claims could
result in litigation, which could divert management’s attention from the
operation of our business and result in the imposition of significant damages.
In addition, the Federal Trade Commission and several states have investigated
the use by Internet companies of personal information. In 1998, the U.S.
Congress enacted the Children’s Online Privacy Protection Act of 1998. The
Federal Trade Commission recently promulgated final regulations interpreting
this act. We depend upon collecting personal information from our customers and
we believe that the regulations under this act will make it more difficult for
us to collect personal information from some of our customers. Any failure to
comply with this act may make us liable for substantial fines and other
penalties. We could also incur expenses if new regulations regarding the use of
personal information are introduced or if our privacy practices are
investigated.




As
a result of a change in our business expo model we have experienced, and may
continue to experience, a significant loss in revenues.




Our
revenue from expo events declined from  $1,017,120 for the year ended
December 31, 2006 to $828, 651 for the year ended December 31,
2007.  This decline is partially attributable to our change in our
business expo model in 2007, which involved reducing the size of our expos as
well as increased competition in the expo business. In addition, during the
period in which we seek to transition to a new, co-branded, more cost-effective
business model, we expect to continue to suffer from declines in our revenues,
however, the impact of the change to a co-branded or partnership model cannot be
fully assessed. The change in our business expo model effected in 2007 decreased
the number of businesses exhibiting at our expos which caused a corresponding
decrease in the amount of fees we generated from hosting the expo. In addition,
since exhibiting companies, expo sponsors and industry professionals that attend
our expos are the largest source of our magazine advertisements, we also
experienced a corresponding decrease in the amount of fees we generated from
magazine advertisements.




6




The
profitability and success of our trade shows and conferences could be adversely
affected if we are unable to obtain desirable dates and locations or are unable
to increase the frequency of our events.




The
competition for desirable dates and venues for our expos is also increasing. As
this competition intensifies, we may be unable to schedule important
engagements. If we are unable to obtain desirable dates and venues for events,
the profitability and future success of these events could be adversely
affected. In addition, we may desire to increase the frequency of our trade
shows and conferences to take advantage of increasing demand in the future. If
we are unable to secure additional venues with suitable exhibit space to
accommodate this demand, the growth of our trade shows and conferences business
could be adversely affected.




Our
business is directly effected by the success of the financial service
industry.




Our
business depends in large part upon the spending patterns of members of the
financial services industry.  The financial services industry has
recently been extremely volatile and experienced significant economic
downturns.  Our expo participation and advertising revenue depends in
part of the spending patterns of these businesses which may be reduced in such
volatile markets.




We
may not be able to protect our intellectual property, and we may be liable for
infringing the intellectual property of others.




Third
parties may infringe or misappropriate our intellectual property, which could
have a material adverse effect on our business, results of operations or
financial condition. While we enter into confidentiality agreements with our
material employees, guides, consultants and strategic partners, and generally
control access to and distribution of our proprietary information, the steps we
have taken to protect our intellectual property may not prevent
misappropriation. In addition, we do not know whether we will be able to defend
our proprietary rights since the validity, enforceability and scope of
protection of proprietary rights in Internet-related industries is still
evolving.




Third
parties may assert infringement claims against us. From time to time in the
ordinary course of business we expect to be subject to claims of alleged
infringement of the trademarks and other intellectual property rights of third
parties. These claims and any resultant litigation, should it occur, could
subject us and our subsidiaries to significant liability for damages. In
addition, even if we and our subsidiaries prevail, litigation could be
time-consuming and expensive to defend and could result in the diversion of our
time and attention. Any claims from third parties may also result in limitations
on our and our subsidiaries’ ability to use the intellectual property subject to
these claims unless we are able to enter into agreements with the third parties
making these claims.




ITEM
2.  DESCRIPTION OF PROPERTY





We
currently lease an office in West Palm Beach, Florida of approximately 1,750
square feet on a month to month basis from Joseph Visconti, our Chairman,
President and CEO at a rate of $32,400 per year.





ITEM
3. LEGAL PROCEEDINGS





We are
not a party to any legal proceedings.





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





No
matters were submitted to a vote of stockholders during the last quarter of the
year ended December 31, 2007 other than a vote of our shareholders on November
30, 2007  with respect to changes to our stock option plan which were
filed in an Information Statement on Schedule 14C with the Securities and
Exchange Commission.  The changes included an increase in the number
awards to be issued under the plan, the inclusion of consultants in the eligible
participants in the plan and the addition of awards such as restricted
stock.





PART
II





ITEM
5.  MARKET FOR COMMON EQUITY; RELATED SHAREHOLDER MATTERS; AND SMALL
BUSINESS ISSUERS OF EQUITY SECURITIES




Our
common stock currently trades on the American Stock Exchange under the symbol
“IVA”. The following table states the range of the high and low bid-prices per
share of our common stock for each of the calendar quarters during the last two
fiscal years, as reported by the American Stock Exchange. These quotations
represent inter-dealer prices, without retail mark-up, markdown, or commission,
and may not represent actual transactions. The last price of our common stock as
reported on the American Stock Exchange on December 31, 2007 was $.58 per share.
As of December 31, 2007, there were approximately 300 shareholders of record of
our common stock, this number does not include beneficial owners from whom
shares are held by nominees in street name.




7





High
            
            LowYEAR
      ENDED DECEMBER 31, 2007Fourth
      quarter
            
            .60
            
            .50Third
      quarter
            
            1.18
            
            .91Second
      quarter
            
            N/A
            
            N/AFirst
      quarter
            
            N/A
            
            N/AYEAR
      ENDED DECEMBER 31, 2006Fourth
      quarter
            
            N/A
            
            N/AThird
      quarter
            
            N/A
            
            N/ASecond
      quarter
            
            N/A
            
            N/AFirst
      quarter
            
            N/A
            
            N/A




We have
not paid any cash dividends on our common stock to date, and we have no
intention of paying cash dividends in the foreseeable future. Whether we declare
and pay dividends is determined by our board of directors at their discretion,
subject to certain limitations imposed under Delaware corporate law. The timing,
amount and form of dividends, if any, will depend on, among other things, our
results of operations, financial condition, cash requirements and other factors
deemed relevant by our board of directors.







ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS




The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and the notes to those
statements. This discussion includes forward-looking statements that involve
risks and uncertainties. As a result of many factors, such as those set forth
under “Risk Factors”, our actual results may differ materially from those
anticipated in these forward-looking statements.





Financial
Operations Overview





Critical
Accounting Policies




Results
of Operations




Years
Ended December 31, 2007 and 2006.




Revenue.For
the year ended December 31, 2007, revenue was $1,227,694  as compared
to $1,294,163 for the year ended December 31, 2006. The revenue for the year
ended December 31, 2007 was primarily attributable to revenue derived from expos
and to a lesser extent revenue derived from magazines.  The revenue
derived from expos was $828,651 for the year ended December 31, 2007 as compared
to $1,017,120 for the year ended December 31, 2006.  This decrease of
approximately 19% is primarily attributable to a change in the expo model to a
reduced size expo and increased competition.  During the year ended
December 31, 2007 revenue derived from our magazine was $399,043 as compared
with $277,043 for the year ended December 31, 2006.




Operating
expenses. For the year ended December 31, 2007, operating expense was $1,981,044
as compared to $1,346,720 for the year ended December 31, 2006. For the year
ended December 31, 2007, general and administrative expense was $1,935,470 as
compared to $1,107,056 for the year ended December 31, 2006. The increase of
$828,414 is due primarily to an increase in staffing costs from
$680,953  for the year ended December 31, 2006 to $1,157,155 for the
year ended December 31, 2007 and increased professional fees incurred from
$174,300 for the year ended December 31, 2006 to $506,848 for the year ended
December 31, 2007, both of which increased as a result of costs associated with
our the initial public offering.




Other
income (expense), net. For the year ended December 31, 2007, interest income
(net) was 46,354 as compared to $32,107 for the year ended December 31, 2006.
Interest income was higher in 2007 as compared to 2006, due to the increase cash
reserves from the IPO.




Net loss.
Net loss for the year ended December 31, 2007, was $1,747,987 as compared to
$937,170 for the year ended December 31, 2006. This increase in net loss is
attributable primarily to an increase in operating expenses resulting form costs
incurred in connection with our initial public offering.




Liquidity
and Capital Resources




During
the year ended December 31, 2007, we had a net increase in cash of $2,626,470.
Total cash resources as of December 31, 2007 was $3,568,536. The increase in
cash proceeds resulted from cash flow from financing activities. During the
years ended December 31, 2007 and 2006, net cash used in operating activities
was $1,591,808 and $768,863, respectively. This cash was used to fund our net
losses for the periods, adjusted for non-cash expenses and changes in operating
assets and liabilities.




8




Cash
proceeds from financing activities were $4,327,455 and $1,529,036 for the years
ended December 31, 2007 and 2006, respectively. The net cash proceeds from
financing activities for the year ended December 31, 2007 resulted from the IPO
and the reduction of miscellaneous debt.







Cash from
investing activities were primarily attributed to our investment in a joint
venture. We entered into a joint venture agreement with Verdund
Legal.  Verdund Legal has a strong European presence focused on
emerging companies seeking capital and exposure to American markets. Verdund
Legal and ValueRich plan on leveraging each other’s data base to create business
from engaging each other’s clients with advisory, consulting and Valuerich
related businesses. The total capitalized cost of the agreement was $278,559.92
which consisted of the payment by us of $100,000 in cash, 100,000 shares of
stock and 100,000 options exercisable at $1.00.  The profit and losses
of the Joint Venture shall be shared equally among the Joint
Ventureres.









Current
and Future Financing Needs




We have
incurred an accumulated deficit of $3,662,653 through December 31, 2007.
Although our cash and cash equivalents at the end of the year increased as
compared to last year, we have incurred negative cash flow from operations for
the year ended December 31, 2007.  We have spent, and expect to
continue to spend, substantial amounts in connection with implementing our
business strategy, including our revisions to our current lines of business. and
our future endeavors. Based on our current plans, we believe that our cash will
be sufficient to enable us to meet our planned operating needs at least for the
next 12 months.




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 certain 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 expenses during the
reporting period. Actual results could differ from those estimates.




Employees


As of March 31, 2008, we
had seven employees.


9






REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors
 ValueRich,
Inc.
 West Palm
Beach,  Florida
 
 
 We have
audited the accompanying balance sheets of  ValueRich, Inc. at
December 31, 2007  and 2006 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the PCAOB (United
States). Those standards require that we plan and perform the audits 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 controls over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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  ValueRich, Inc. at
December 31, 2007 and 2006 and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
 
 
 
 
 Chisholm,
Bierwolf & Nilson, LLC
 Bountiful,
Utah
 February
15, 2008




10






VALUERICH,
      INC.Balance
      Sheets


2007
            
            2006ASSETSCURRENT
      ASSETSCash
            NOTE
      2-J
            $
            3,568,535
            
            
            $
            942,066Accounts
      receivable
            NOTE
      3
            
            —
            
            
            
            41,285Allowance
      for Doubtful Accounts
            NOTE
      3
            
            —
            
            
            
            (20,000
            )Deferred
      Financing Costs
            NOTE
      9
            
            —
            
            
            
            12,936Prepaid
      Expenses
            NOTE
      2-H
            
            75,000
            
            
            
            6,533Total
      Current Assets
            
            
            3,643,535
            
            
            
            982,820FIXED
      ASSETSFixed
      Assets, at cost
            NOTE
      2-I
            
            68,040
            
            
            
            105,660Accumulated
      depreciation
            NOTE
      2-I
            
            (43,058
            )
            
            
            (46,572
            )Net
      Fixed Assets
            
            
            24,981
            
            
            
            59,088OTHER
      ASSETSOther
      Assets
            
            
            32,192
            
            
            
            —Joint
      Venture Agreement
            NOTE
      2-K
            
            278,560
            
            
            
            —Total
      Other Assets Fixed Assets
            
            
            310,752
            
            
            
            —TOTAL
      ASSETS
            
            $
            3,979,269
            
            
            $
            1,041,908LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            302,690
            
            
            $
            154,200Derivative
      Liability
            NOTE
      10
            
            100,000
            
            
            
            —Deferred
      Revenue
            NOTE
      2-H
            
            —
            
            
            
            80,580Notes
      Payable - current portion
            NOTE
      7
            
            —
            
            
            
            352,800Shareholder
      Notes Payable - current portion
            NOTE
      7
            
            70,000
            
            
            
            70,000Convertible
      Notes Payable - current portion
            NOTE
      7
            
            50,000
            
            
            
            50,000Officer
      Advances - related party
            NOTE
      5
            
            —
            
            
            
            62,167Total
      Current Liabilities
            
            
            522,690
            
            
            
            769,747LONG-TERM
      DEBTConvertible
      Shareholders’ Notes Payable Long-Term
            NOTE
      7
            
            9,500
            
            
            
            82,342Convertible
      Notes Payable Long-Term
            NOTE
      7
            
            —
            
            
            
            —Total
      Long Term Debt
            
            
            9,500
            
            
            
            82,342Total
      Liabilities
            
            
            532,190
            
            
            
            852,089COMMITMENTSSTOCKHOLDERS’
      EQUITYCommon
      stock, 100,000,000 shares authorized of $0.01 par value, 8,276,542 and
      6,492,644 shares issued and outstanding, respectively
            
            
            
            
            
            
            64,92682,765Capital
      in excess of par value
            
            
            7,026,966
            
            
            
            2,039,559Accumulated
      Deficit
            
            
            (3.662,653
            )
            
            
            (1,914,666
            )Total
      Stockholders’ Equity
            
            
            3,447,078
            
            
            
            189,819TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            3,979,269
            
            
            $
            1,041,908The
      accompanying notes are an integral part of the financial
      statements.





11




VALUERICH,INCConsolidated
      Statements of Operations




For
      the Fiscal Year Ended
              December
      31,2007
            
            
            2006REVENUEExpos,
      net
            NOTE
      2-H
            
            $
            828,651
            
            
            $
            1,017,120Magazines,
      net
            NOTE
      2-H
            
            
            399,043
            
            
            
            277,0431,227,694
            
            
            
            1,294,163COST
      OF SALESExpos
            
            
            
            844,476
            
            
            
            755,928Magazines
            
            
            
            196,516
            
            
            
            160,7921,040,992
            
            
            
            916,720GROSS
      PROFIT
            
            
            
            186,702
            
            
            
            377,443OPERATING
      EXPENSESSales
      & Marketing
            
            
            
            21,401
            
            
            
            26,428Staffing
      Costs
            
            
            
            1,157,155
            
            
            
            680,953Office
      Expenses
            
            
            
            250,066
            
            
            
            225,375Professional
      Fees
            
            
            
            506,848
            
            
            
            174,300Stock
      Issued for Financial/Strategic Services
            NOTE
      4
            
            
            —
            
            
            
            70,000Financing
      Costs
            NOTES
      4,7,9
            
            
            15,032
            
            
            
            80,456Employee
      Stock Compensation Expense
            NOTE
      4
            
            
            —
            
            
            
            70,000Depreciation
      Expense
            
            
            
            30,542
            
            
            
            19,2081,981,044
            
            
            
            1,346,720NET
      OPERATING LOSS
            
            
            
            (1,794,341
            )
            
            
            (969,277
            )OTHER
      INCOME (EXPENSE)Interest
      Expense
            
            
            
            (59,881
            )
            
            
            (29,861
            )Other
      Income (Expense)
            
            
            
            106,235
            
            
            
            61,96846,354
            
            
            
            32,107NET
      LOSS
            
            
            
            (1,747,987
            )
            
            
            (937,170
            )BEFORE
      INCOME TAXIncome
      tax
            NOTE
      2-D
            
            
            —
            
            
            
            —$
            (1,747,987
            )
            
            $
            (937,170
            )NOTE
      2-B
            
            $
            (0.24
            )
            
            $
            (0.15
            )NET
      LOSS
                BASIC
      LOSS PERCOMMON
      SHARE
              WEIGHTED
      AVERAGE
              NUMBER
      OF COMMON
              SHARES
      OUTSTANDING
            
            
            
            7,215,794
            
            
            
            6,09 3,135







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




12




VALUERICH,
      INC.Consolidated
      Statements of Stockholders' EquityFor
      years ending December 31, 2007 and 2006Additional
            
            
            RetainedShares
            
            
            Amount
            
            
            Paid-in-Capital
            
            
            EarningsBalance
      at December 31, 2005
            
            
            4,917,633
            
            
            $
            49,176
            
            
            $
            236,633
            
            
            $
            (977,496
            )Shares
      issued for conversion of debt and accrued interest at $1.50 and $1.40 per
      share
            
            
            248,500
            
            
            
            2,485
            
            
            
            364,908
            
            
            
            —Shares
      issued for debt penalties at $1.50 per share
            
            
            45,013
            
            
            
            450
            
            
            
            67,069
            
            
            
            —Shares
      issued for cash at $1.40 per share
            
            
            1,181,498
            
            
            
            11,815
            
            
            
            1,642,281
            
            
            
            —Shares
      issued for services at $1.40 per share
            
            
            50,000
            
            
            
            500
            
            
            
            69,500
            
            
            
            —Shares
      issued late to founder at $1.40 per share
            
            
            50,000
            
            
            
            500
            
            
            
            69,500
            
            
            
            —Financing
      Costs
            
            
            —
            
            
            
            —
            
            
            
            25,872
            
            
            
            —Fund
      Raising Costs
            
            
            —
            
            
            
            —
            
            
            
            (436,204
            )
            
            
            —Net
      Loss for the year ended December 31, 2006
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (937,170
            )Balance
      at December 31, 2006
            
            
            6,492,644
            
            
            $
            64,926
            
            
            $
            2,039,559
            
            
            $
            (1,914,666
            )Exercise
      of warrants at $2 per share
            
            
            41,668
            
            
            
            417
            
            
            
            83,336
            
            
            
            —Deferred
      Financing Cost
            
            
            -
            
            
            
            -
            
            
            
            12,572
            
            
            
            —Shares
      issued for Initial Public Offering at $3.50 per share
            
            
            1,617,230
            
            
            $
            16,172
            
            
            $
            5,644,134
            
            
            
            —Joint
      venture Agreement issuance of stock
            
            
            100,000
            
            
            
            1,000
            
            
            
            102,000
            
            
            
            —Value
      of options issued for joint venture agreement
            
            
            —
            
            
            
            —
            
            
            
            75,560
            
            
            
            —Shares
      issued for web development
            
            
            25,000
            
            
            
            250
            
            
            
            28,500
            
            
            
            —Fund
      Raising Costs
            
            
            —
            
            
            
            —
            
            
            
            (958,695
            )
            
            
            —Net
      Loss for the year ended December 31, 2007
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1,747,987
            )Balance
      at December 31, 2007
            
            
            8,276,542
            
            
            $
            82,765
            
            
            $
            7,026,966
            
            
            $
            (3,662,653
            )







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




13




VALUERICH,
      INC.Consolidated
      Statements of Statements of Cash FlowsFor the Year Ended December
      31,2007
            
            
            2006CASH
      FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
            
            $
            (1,747,986
            )
            
            $
            (937,170
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
            
            
            30,542
            
            
            
            19,208Bad
      Debt Expense
            
            
            —
            
            
            
            20,000(Gain)
      Loss on Disposition of Fixed Assets
            
            
            4,908
            
            
            
            —Non-Cash
      Stock Issuance
            
            
            —
            
            
            
            220,456Accrued
      Interest Converted To Notes Payable
            
            
            —
            
            
            
            10,843Changes
      in operating assets and liabilities:(Increase)
      Decrease in accounts receivable
            
            
            21,285
            
            
            
            13,281(Increase)
      decrease in prepaid expenses
            
            
            31,533
            
            
            
            (6,533
            )Increase
      (decrease) in accounts payable and accrued expenses
            
            
            148,490
            
            
            
            18,481Increase
      (decrease) in deferred revenue
            
            
            (80,580
            )
            
            
            (127,429
            )Net
      Cash Used in Operating Activities
            
            
            (1,591,808
            )
            
            
            (768,863
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      Paid for Joint Venture Agreement
            
            
            (100,000
            )
            
            
            —Purchase
      of Fixed Assets
            
            
            (9,177
            )
            
            
            (36,165
            )Net
      Cash Used in Investing Activities
            
            
            (109,177
            )
            
            
            (36,165
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from Stock Issuances
            
            
            4,731,511
            
            
            
            1,217,892Proceeds
      from warrants Conversion
            
            
            83,753
            
            
            
            —Proceeds
      from notes payable
            
            
            —
            
            
            
            352,800Repayments
      of notes payable
            
            
            (425,642
            )
            
            
            —Repayments
      of shareholder notes payable
            
            
            —
            
            
            
            (27,809
            )Paid
      on officer debt
            
            
            (62,167
            )
            
            
            (13,847
            )Net
      Cash Provided by Financing Activities
            
            
            4,327,455
            
            
            
            1,529,036NET
      INCREASE (DECREASE) IN CASH
            
            
            2,626,470
            
            
            
            724,008CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            942,066
            
            
            
            218,058CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            3,568,536
            
            
            $
            942,066SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Paid For:Interest
            
            $
            58,193
            
            
            $
            26,272Income
      taxes
            
            $
            —
            
            
            $
            —Non-Cash
      Financing Activities:Conversion
      of convertible shareholders’ notes payable
            
            $
            —
            
            
            $
            (32,500
            )Conversion
      of convertible notes payable
            
            $
            —
            
            
            $
            (237,500
            )Non-Cash
      Stock Issuance for investment in joint venture and web
      development
            
            $
            206,089
            
            
            $
            220,456







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




14








VALUERICH,
INC.


Notes
to the Financial Statements


December
31, 2007 and 2006





NOTE
1 — GENERAL ORGANIZATION AND BUSINESS




Valuerich,
Inc., (the Company), was incorporated under the laws of the state of Florida on
July 11, 2003. The Company operates various online and offline media-based
properties for corporate and financial professionals. Its properties include 1)
iValueRich.com, 2) Valuerich magazine and 3) the Valuerich Small-cap Financial
Expo. iValueRich.com is a global online community providing a complete range of
practical business solutions for all public companies and the millions of
industry related businesses and professionals that seek to do business with each
other. The small-cap financial expo is a unique expo-style financial conference
format for small-cap public companies to showcase their products and services
and have continuous access to investment bankers and buy-side professionals.
Valuerich magazine is published up to four times per year and is a glossy
full-color magazine of approximately 120 pages that is geared toward an affluent
readership of investment related professionals and corporate
leaders.




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
relevant accounting policies and procedures are listed below.




A.
Accounting Basis




The
statements were prepared following generally accepted accounting principles of
the United States of America consistently applied.





B.
Earnings (Loss) Per Share




The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.




Income
      (Loss)
              (Numerator)
            
            Shares
              (Denominator)
            
            Per-Share
              AmountFor
      the Year Ended December 31, 2007:
              Basic
      EPS
              Income
      (loss) to common stockholders
            
            $
            (1,747,987
            )
            7,215,794
            
            $
            (0.24
            )For
      the Year Ended December 31, 2006:
              Basic
      EPS
              Income
      (loss) to common stockholders
            
            $
            (937,170
            )
            6,093,135
            
            $
            (0.15
            )








Securities
that could potentially dilute basic earnings per share (“EPS”) in the future
that are not included in the computation of diluted EPS because to do so would
have been anti-dilutive for the periods presented consist of:




December 31,2007
            
            2006Warrants
      to purchase common stock
            
            
            2,376,494
            
            2,659,021Options
      Granted Exercisable at $1.00 in connection with Joint Venture
      Agreement
            
            
            100,000
            
            —Shares
      issuable upon conversion of 6% Convertible
              Shareholder
      Notes
            
            
            7,975
            
            49,643Excluded
      shares
            
            
            2,484,469
            
            2,708,664







15




Notes
to the Financial Statements (continued)





C.
Cash and Cash Equivalents


The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.




D.
Income Taxes




Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss, tax credit
carry-forwards, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.  The Company’s
total loss carry forward of $3,662,653 begins to expire in the year
2018.





The
company’s deferred tax assets consist of the following:


December
      31,2007
            
            
            2006Net
      operating loss carry forward
            
            $
            1,245,302
            
            
            $
            650.990Valuation
      Allowance
            
            
            (1,245,302
            )
            
            
            (650,990
            )Net
      deferred tax asset
            
            $
            —
            
            
            $
            —




The
components of current income tax expense as December 31, 2007 and December 31,
2006, respectively, are as follows:


December
      31,2007
            
            
            2006Current
      federal tax expense
            
            $
            —
            
            
            $
            —Current
      state tax expense
            
            
            —
            
            
            
            —Change
      in NOL benefits
            
            
            (594,312
            )
            
            
            (318,640
            )Change
      in valuation allowance
            
            
            594,312
            
            
            
            318,640Income
      tax expense
            
            $
            —
            
            
            $
            —





E.
Use of estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. In these financial statements assets
and liabilities involve extensive reliance on management’s estimates. Actual
results could differ from those estimates.





F.
Financial Instruments




The
recorded amounts of financial instruments, including cash equivalents, accounts
receivable, accounts payable and short term notes approximate their market
values as of December 31, 2007 and December 31, 2006. The Company has no
investments in derivative financial instruments.





G.
Impairment of Long-Lived Assets




In
accordance with Financial Accounting Standards Board Statement No. 144, the
Company records impairment of long-lived assets to be held and used or be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the carrying
amount.




16







Notes
to the Financial Statements (continued)





H.
Revenue Recognition




Revenues
are recognized in the period that services are provided. The Company recognizes
revenue for all of its offerings, including but not limited to event fees,
subscription fees, advertising fees and the other revenue sources (“Products”),
in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION
(“SAB104”), which superseded Staff Accounting Bulletin No. 101, REVENUE
RECOGNITION IN FINANCIAL STATEMENTS (“SAB101”). SAB 101 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed and determinable; and (4) collectability is reasonably assured.
Determination of criteria (2) is based on the event date, magazine publication
date and other service delivery date. Determination of criteria (3) and (4) are
based on management’s judgments regarding the fixed nature of the selling
prices of the Products delivered and the collectability of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the Product
has not been delivered or is subject to refund until such time that the Company
and the customer jointly determine that the product has been delivered or no
refund will be required. Therefore, revenue recognition for advanced billings or
payments received in advance for Products are deferred as follows: 1) event
fees are deferred until the date the event is actually held, 2) magazine
subscription and advertising fees are deferred until the date of publication and
3) other revenue sources, such as consulting, are deferred until the services
have been performed.




I.
Fixed Assets




Fixed
Assets are reported at cost. Depreciation is computed using the straight-line
method over their estimated useful lives ranging from three to fifteen years.
Depreciation expense for the years ending December 31, 2007 and 2006 was $30,542
and $19,208, respectively. As of the balance sheet dates, the fixed assets
consisted of the following:




December
      31,2007
            
            
            2006Computers
      and Equipment
            
            $
            11,296
            
            
            $
            48,916Furniture
      and Fixtures
            
            
            26,766
            
            
            
            26,766Leasehold
      Improvements
            
            
            29,978
            
            
            
            29,978Accumulated
      Depreciation
            
            $
            (43,058
            )
            
            
            (46,572
            )Fixed
      Assets, net
            
            $
            24,981
            
            
            $
            59,088





J.
Concentrations of Credit Risk





The
Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. At December 31, 2007 and December 31, 2006, the
Company had $3,568,536 and $942,066, respectively in bank deposit accounts. The
Company has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk on cash and cash
equivalents.





K.
Joint Venture Agreement





The
Company entered into a joint venture agreement with Verdund
Legal.  Verdund Legal has a strong European presence focused on
emerging companies seeking capital and exposure to American markets. Verdund
Legal and Valuerich plan on leveraging each other’s data base to create business
from engaging each other’s clients with advisory, consulting and Valuerich
related businesses.  The total Capitalized cost of the agreement was
$278,559 which consist of $100,000 in cash, 100,000 shares of stock and 100,000
options exercisable at $1.00.  The Profit and Losses of the Joint
Venture shall be shared among the Joint Ventureres in equal shares.




17




Notes
to the Financial Statements (continued)





NOTE
3 — ACCOUNTS RECEIVABLE




The
Company’s accounts receivable as of December 31, 2007 and December 31, 2006
consist of:





December
      31,2007
            
            
            2006Accounts
      Receivable
            
            $
            —
            
            
            $
            41,285Less:
      Allowance for Doubtful Accounts
            
            
            —
            
            
            
            (20,000Net
      Accounts Receivable
            
            $
            —
            
            
            $
            21,285





Management
reviews its accounts receivable on a regular basis. If an account has a balance
which is six months old, it is the policy of the company to record an allowance
for doubtful accounts. The Company will continue to pursue all collection
efforts. If at a later date, the account is deemed uncollectible, the account
balance will be written off.






NOTE
4 — STOCK TRANSACTIONS




On May
15, 2006, the Company issued 50,000 shares of common stock for services at $1.40
per share.




On June
16, 2006, the Company issued 248,500 shares of common stock for the conversion
of debt and accumulated interest at $1.50 and $1.40 per share.




On June
16, 2006, the Company issued 45,013 shares of common stock for the certain debt
penalties at $1.50 per share.




On June
16, 2006, the Company issued 50,000 shares of common stock to a founder that had
previously been overlooked. Due to the increase in the per share value, the
Company recognized an expense at $1.40 per share.





On June
22, 2006, the Board of Directors authorized a 10 for 1 reverse stock split.
These financial statements have been retroactively restated for the
split.




During
the year ended December 31, 2006, the Company issued 1,181,498 shares of common
stock to third parties for cash at $1.40 per share.





On
February 27, 2007, the Company issued 25,001 shares of common stock for the
exercise of certain warrants at $2.00 per share.





On March
5, 2007, the Company issued 16,667 shares of common stock for the exercise of a
certain warrant at $2.00 per share.





On August
13, 2007 the Company issued 1,617,230 shares of common stock as an initial
public offering at 3.50 per share.





On
December 15, 2007 the Company issued 100,000 shares of stock to enter into a
joint venture agreement (see Note 2-K).





On
November 15, 2007 the Company issued 25,000 shares of stock to purchase meet the
CEO.




The
company has 100,000,000 common shares authorized.




18




Notes
to the Financial Statements (continued)





NOTE
5 — RELATED PARTY TRANSACTION




The
Company’s CEO and President has advanced funds to the Company as needed. The
transactions are detailed as follows:





December
      31,2007
            
            
            2006Balance,
      beginning of
      year
            
            $
            62,167
            
            
            $
            76,014Advances
      received
            
            
            —
            
            
            
            —Payments
      made
            
            
            (62,167
            )
            
            
            (13,847Balance,
      end of year
            
            
            
            
            
            
            62,167$
            —
            
            
            $
            —









The
company leases office space from Mr. Visconti the company’s president, see Note
6.




Various
shareholders have made loans to the company. These loans are convertible into
common stock of the Company at a rate of $1.75 per share. See Note 7 for
details.




NOTE
6 — OPERATING LEASES AND OTHER COMMITMENTS:




The
Company leases a 1750 square foot office facility at $32,400 per year from
Joseph C. Visconti CEO and President. There is no long-term lease arrangement
and the company pays on a month-to-month basis. The company is currently looking
for a larger space.




NOTE
7 — DEBT




The
Company’s debt is detailed as follows:






December
      31,2007
            
            
            2006NOTES
      PAYABLE:Note
      payable to a company 5% interest accrued,
              Issued
      7/06, Matures 12/07
            
            $
            —
            
            
            $
            352,800TOTAL
      NOTES PAYABLE
            
            $
            —
            
            
            $
            352,800SHAREHOLDER
      NOTES PAYABLE:Notes
      payable (2) to an individual 10%-12.5% interest
              accrued,
      Issued 9/03 & 4/04, Matures 5/04 & 12/07 (in
    default)
            
            $
            45,000
            
            
            $
            45,000Note
      payable to an individual 10% interest accrued,
              Issued
      12/03, Matures 5/09
            
            $
            9,500
            
            
            $
            9,500Note
      payable to an individual 10% interest accrued,
              Issued
      8/04, Matures 12/07 (in default)
            
            $
            25,000
            
            
            $
            25,000Notes
      payable (4) to an individual 10%-15% interest
              accrued,
      Issued 10/03, 4/04, 6/04 & 5/06, Matures 12/04, 12/04,
              7/05
      & 5/09
            
            $
            —
            
            
            $
            72,842TOTAL
      SHAREHOLDER NOTES PAYABLE
            
            $
            79,500
            
            
            $
            152,342








19




Notes
to the Financial Statements (continued)




CONVERTIBLE
      NOTES PAYABLE:Note
      payable to an individual 6% interest accrued,
              Issued
      9/04, convertible Matures 12/07 (in default)
            
            $
            25,000
            
            
            $
            25,000Note
      payable to an individual 6% interest accrued,
              Issued
      10/04, convertible Matures 12/07 (in default)
            
            $
            25,000
            
            
            $
            25,000TOTAL
      CONVERTIBLE NOTES PAYABLE
            
            $
            50,000
            
            
            $
            50,000TOTAL
      DEBT
            
            $
            129,500
            
            
            $
            555,142Less:
      Current Portion Notes Payable
            
            $
            —
            
            
            $
            (352,800
            )Less:
      Current Portion Shareholder Notes Payable
            
            $
            (70,000
            )
            
            $
            (70,000
            )Less:
      Current Portion Convertible Notes Payable
            
            $
            (50,000
            )
            
            $
            (50,000
            )TOTAL
      LONG-TERM NOTES PAYABLE
            
            $
            9,500
            
            
            $
            82,342




Principal
      Payments on Long-term debt due over the next five years
            Year
            
            Amount2008
            
            $
            120,0002009
            
            $
            9,500Total
            
            $
            129,500











In
addition to the information stated above, other material terms of the
convertible debt instruments include: 1) a conversion price of $1.50 per share;
2) a debt penalty to include the issuance of additional shares upon conversion
totaling 10% of the shares into which the note may convert if the Company’s
shares are not listed for public trading on or before October 1, 2004; 3) a debt
penalty to include the issuance of additional shares upon conversion totaling
15% of the shares into which the note may convert if the Company’s shares are
not listed for public trading on or before December 31, 2004 and 4) a warrant to
purchase the same number of shares into which the original principal amount
could be converted at an exercise price of $2.00 per share.





BENEFICIAL
CONVERSION FEATURE


We have adopted Emerging Issues
Task Force (“EITF”) Issue No. 98-5, “Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,”
and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain
Convertible Instruments.” During 2004 and 2005 we incurred debt with a
conversion feature that provides for a rate of conversion , but with no trading
market value there was no beneficial conversion feature to record.







NOTE 8— THE EFFECT OF RECENTLY ISSUED
ACCOUNTING STANDARDS




Below is
a listing of the most recent accounting standards SFAS 155-158. The adoption of
the new standards is not expected to have a material effect on the financial
statements of the Company.




Statement No. 155 Accounting for Certain Hybrid
Financial Instruments—an amendment of FASB Statements No. 133 and 140
(February 2006)




This
Statement amends FASB Statements No. 133,Accounting for Derivative
Instruments and Hedging Activities, and No. 140,Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities.  This Statement resolves issues addressed in
Statement 133 Implementation Issue No. D1, “Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets.”




Statement No. 156 Accounting for Servicing of
Financial
Assets—an amendment of FASB Statement No. 140 (March 2006)




This
Statement amends FASB Statement No. 140,Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities.




20





Notes
to the Financial Statements (continued)





Statement No. 157 Fair Value Measurements
(September 2006)




This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice.




Statement No. 158 Employers’Accounting for Defined Benefit
Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R) (October 2006)




This
Statement improves financial reporting by requiring an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
Statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions.





Statement No. 159the Fair Value Option for Financial
Assets and Financial Liabilities—including an amendment of FASB Statement No.
115(February 2007)





This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Board's long-term measurement objectives for accounting for financial
instruments. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of SFAS No. 157. The
Company is in the process of evaluating the impact that the adoption of SFAS No.
159 will have on its consolidated results of operations and financial
condition.





Statement No. 160Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51(December
2007)





SFAS 160
states that accounting and reporting for minority interests will be
recharacterized as non-controlling interests and classified as a component of
equity. The Statement also establishes reporting requirements that provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. FAS 160
applies to all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. This statement is effective as of the beginning of
an entity's first fiscal year beginning after December 15, 2008. The adoption of
SFAS 160 would have an impact on the presentation and disclosure of the
non-controlling interest of any wholly-owned businesses acquired in the
future.





Statement No. 141r(revised
December 2007), "Business
Combinations"





Replaces
FASB Statement No. 141. FAS 141R establishes principles and requirements for how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non controlling interest in the
acquiree and the goodwill acquired. The Statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination. FAS 141R will be applicable prospectively
to business combinations for which the acquisition date is on or after January
1, 2009. FAS 141R would have an impact on accounting for any business acquired
after the effective date of this pronouncement.





21




Notes
to the Financial Statements (continued)





NOTE
9 — WARRANTS & DEFERRED FINANCING COSTS




The
following table summarizes the changes in warrants outstanding and the related
prices for the shares of the Company’s common stock issued to non-employees of
the Company. These warrants were granted in connection with the convertible
shareholder notes payable.





Warrants
      Outstanding
            
            
            
            Warrants
      ExercisableYear
            
            Exercise
              Price
            
            Number
              Shares
              Outstanding
            
            Weighed
              Average
              Contractual
              Life
      (Years)
            
            Number
              Exercisable
            
            Weighted
              Average
              Exercise
              Price2005
            
            $
            1.95
            
            431,339
            
            
            1.28
            
            431,339
            
            $
            1.952006
            
            $
            1.88
            
            2,659,021
            
            
            1.17
            
            2,659,021
            
            $
            1.882007
            
            $
            2.00
            
            2,376,494
            
            
            0.37
            
            2,376,494
            
            $
            2.00








Transactions
involving the Company’s warrant issuance are summarized as follows:





Number
      of
              Shares
            
            
            Weighted
              Average
              Exercise
      PriceOutstanding
      at December 31 2006
            
            
            2,659,021
            
            
            $
            1.88Granted
            
            
            148,812
            
            
            $
            1.74Exercised
            
            
            (41,668
            )
            
            $
            2.00Cancelled
            
            
            (332,170
            )
            
            $
            —Outstanding
      at December  31, 2007
            
            
            2,376,494
            
            
            $
            2.00





The
estimated value of the warrants granted to non-employees as a financing
incentive was determined using the Black-Scholes pricing model and the following
assumptions:





In 2007,
stock price $1.40, exercise price of $1.40, expected term of 4.0 years, a risk
free interest rate of 4.51%, a dividend yield of 0% and volatility of 1% per
calculations at the time of issuance. During the first quarter of 2007, the
amount of the expense charged to operations for warrants granted as a finance
incentive was $524, or approximately 4% of the full determined value. The full
estimated value of the financing incentive related to the warrants granted in
the first quarter of 2007 was $12,572. $12,048 was recorded as Deferred
Financing Costs and the expense was recognized at year end.





22




Notes
to the Financial Statements (continued)





In 2006,
stock price $1.40, exercise price $2.00, expected term of 2 years, a risk free
interest rate of 4.24%, a dividend yield of 0% and volatility of 1% per
calculations at the time of issuance. In 2005, stock price $.025, exercise price
$2.00, expected term of 2 year, a risk free interest rate of 3.88%, a dividend
yield of 0% and volatility of 0% per calculations at the time of issuance. The
amount of the expense c harged to
operations for warrants granted as a finance incentive was $12,936 (or half of
the determined value as described below) and $0 during the years ended December
31, 2006 and 2005, respectively.





The full
estimated value of the financing incentive related to the warrants granted in
fiscal year 2006 was $25,872. Half of the expense was then recognized in 2006
and the other half was recorded as Deferred Financing Costs. Of the $12,936 in
Deferred Financing Costs, $6,468 has been recognized in the first quarter of
2007 and the remaining $6,468 will be recognized in the second quarter of 2007.
The reason for the proportionate charge to operations was due to the fact that
the particular warrant creating the aforementioned value expires five (5) days
following the completed IPO in 2007.





On
October 24th 2007,
the Company issued 100,000 Options exercisable at $1.00 to expire in 36 months
from date of issuance to complete a Joint Venture agreement.





The
following table summarizes the changes in Options outstanding and the related
prices for the shares of the Company’s common stock issued to non-employees of
the Company. These options were granted in connection with a joint venture
agreement See note 2K.





Outstanding
      at December  31, 2006
            —
            
            $
            —Granted
            100,000
            
            $
            1.00Exercised
            —
            
            
            —Cancelled
            —
            
            $
            —Outstanding
      at December  31, 2007
            100,000
            
            $
            1.00








Options
      Outstanding
            
            
            
            Options
      ExercisableYear
            
            Exercise
              Price
            
            Number
              Shares
              Outstanding
            
            Weighed
              Average
              Contractual
              Life
      (Years)
            
            Number
              Exercisable
            
            Weighted
              Average
              Exercise
              Price2007
            
            $
            1.00
            
            
            100,000
            
            
            3.00
            
            
            100,000
            
            $
            1.00






NOTE
10 - DERIVATIVES





The
company signed an agreement for services to be paid in stock that must be free
trading and approved of by the American Stock Exchange. Because these two
conditions are not within the control of the Company, EITF 00-19 requires the
Company to record the share issuance as   a derivative liability
until the company has free trading shares to give, and approval by AMEX. It
states in the service agreement that if the company can’t provide free trading
stock it must pay $100,000 in cash. Therefore revaluation under EITF 00-19 is
not necessary as there is a stated value for the net cash settlement of the
derivative.


23







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




There
have been no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure with our
independent auditors for the period ended December 31, 2007.





ITEM
8A(T).  CONTROLS AND PROCEDURES





Management’s
Report on Internal Control Over Financial Reporting.





Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and
procedures that:





§
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





§
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorization of our management and
      directors; and





§
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisitions, use or disposition of our assets that could
      have a material effect on the financial
  statements.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations.  It is
a process that involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures.  It also can be
circumvented by collusion or improper management override.





Because
of such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting.  However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into the
process certain safeguards to reduce, thought not eliminate, this risk. 
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting.





Management
has used the framework set forth in the report entitled Internal Control – Integrated
Framework published by the Committee of Sponsoring Organizations of the
Treadway Commission, known as COSO, to evaluate the effectiveness of our
internal control over financial reporting.  Based upon this assessment,
management has concluded that our internal control over financial reporting was
effective as of and for the year ended December 31, 2007 with the following
exceptions:








§
            As
      a part of our year end review of our disclosure controls and procedures,
      we determined that several of our procedures require additional
      documentation.  It is our belief that those control procedures are
      being performed, however documentation of their execution is not
      available.  We are implementing additional documentation procedures
      in order to address this weakness.





Management
has concluded that other than as described above, our internal control over
financial reporting was effective as of and for the year ended December 31,
2007.




The
Company is not an “accelerated filer” for the 2006 fiscal year because it is
qualified as a “small business issuer”. Hence, under current law, the internal
controls certification and attestation requirements of Section 404 of the
Sarbanes-Oxley act will not apply to the Company.  This Annual Report
on Form 10-KSB does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over our financial
reporting.  Management’s report was not subject to an attestation by
our registered public accounting firm pursuant to the temporary rules of the
Securities Exchange Commission that permit the Company to provide only
management’s report in this Annual Report on Form 10-KSB.





24




ITEM
8B. OTHER INFORMATION




Not
applicable.




PART
III





ITEM
9.  DIRECTORS AND EXECUTIVE OFFICERS; PROMOTERS; CONTROL PERSONS; AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 15(A) OF THE EXCHANGE
ACT




Below is
certain information regarding our directors and executive officers. The
following table states who are our directors and officers, as well as
biographical information regarding our directors and management.





Name
            Age
            Positions
      with CompanyJoseph
      Visconti
            43
            President,
      Chief Executive Officer and ChairmanMichiaki
      (Mike) Tsurumi
            62
            DirectorDavid
      Lemoie
            47
            Director





The
background of our directors and executive officers is as follows:





Joseph
Visconti . Mr. Visconti has been our President, CEO and Chairman since
inception in 2003. He has extensive experience in development and management of
both public and private companies. For the past 15 years Mr. Visconti has worked
with senior management of public and private companies to assist in their
structure, finance and related banking issues. Mr. Visconti has overseen the
financing of 26 public and private companies that raised more than $250,000,000
through IPO’s, secondary offerings and private placements. From 2001 to 2003 Mr.
Visconti worked as a consultant with various investment banks and public and
private companies.




Michiaki (Mike)
Tsurumi . Mr. Tsurumi has been serving as a member of the board of
directors of ValueRich, Inc. since June 2006. He worked with Sony Corporation in
various capacities for nearly 40 years. Mr. Tsurumi most recently headed up Sony
Europe GmbH as President until his retirement in 2004. During this time he
oversaw 8.4 billion euro revenue growth in just three years, and oversaw 13,000
employees. While serving as the President of Sony Broadcast Media Co. Ltd. and
later as Corporate Officer in charge of Broadcast and Telecommunication
Services, Mr. Tsurumi has acquired experience in portfolio management,
infrastructure building for e-business, and marketing and sales experience on a
global scale. Mr. Tsurumi is an Advisor Professional to Solutions Europe, a
division of Sony Europe. Currently residing in Germany, Mr. Tsurumi holds a law
degree from Keio University, Tokyo, Japan.





David
Lemoie.Mr. Lemoie has
served as a member of the board of directors of ValueRich, Inc since March
2007.  For the past 16 years, Mr. Lemoie has practiced law
concentrating his practice in the areas of complex commercial, corporate, and
bankruptcy litigation, and use, and corporate transactions. Mr. Lemoie is
admitted to practice and is a member of the bar in Florida, Rhode Island and
Massachusetts. He is also a member of the Federal Bar in the United States
District Courts for the Southern and Middle District of Florida, the District of
Rhode Island, and the District of Massachusetts, and United States Bankruptcy
Courts for the Southern and Middle Districts of Florida. He earned his Juris
Doctor degree from Santa Clara University School of Law in 1991, where he was a
member of the law school’s moot court team and the trial team. He is a 1986
graduate of the University of Rhode Island, with a Bachelor of Science degree in
Civil and Environmental Engineering.




Directors’
Term of Office




Directors
will hold office until the next annual meeting of shareholders and the election
and qualification of their successors. Officers are elected annually by our
board of directors and serve at the discretion of the board of
directors.




Independence




Our board
of directors has determined that Messrs. Tsurumi and Lemoie satisfy the
independence standards specified in Section 121 A of the AMEX Company
Guide.




Audit
Committee





Our audit
committee consists of Messrs. Tsurumi and Lemoie currently serves as our audit
committee. Mr Lemoie serves as chairman of the committee and is a financial
expert. The audit committee is responsible for recommending independent auditors
and reviewing management actions in matters relating to audit functions. The
committee reviews, with independent auditors, the scope and results of its audit
engagement, the system of internal controls and procedures and reviews the
effectiveness of procedures intended to prevent violations of laws.




25




The audit
committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted
thereunder, meets with management and the auditors prior to filing of officers’
certifications with the SEC to receive information concerning, among other
things, significant deficiencies in the design or operation of internal
controls.




CODE
OF ETHICS





We have
recently adopted a code of ethics that applies to our principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, which is attached hereto as
an exhibit.








SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors,
and persons who beneficially own more than 10% of our common stock to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater than
10% beneficial owners are also required by rules promulgated by the SEC to
furnish us with copies of all Section 16(a) forms they file.





Based
solely upon a review of the copies of such forms furnished to us, or written
representations that no Form 5 filings were required, we believe that during the
fiscal year ended December 31, 2007, there was compliance with all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners.










Directors’
Term of Office




Directors
will hold office until the next annual meeting of shareholders and the election
and qualification of their successors. Officers are elected annually by our
board of directors and serve at the discretion of the board of
directors.





ITEM
10.  EXECUTIVE COMPENSATION





Our
directors did not receive any compensation for their services in
2007.  We expect to begin compensating our directors in
2008.




The
following table discloses the total compensation we paid to principal executive
officer and two other most highly compensated executive officers in our 2007 and
2006 fiscal years.




SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            All
      Other
              Compensation
              ($)
            
            Total
              ($)Joseph
      Visconti,
              Chairman,
      President and
              Chief
      Executive Officer
            
            
            2007
              2006
            
            
            196,763
              120,000
            
            
            200,000
              —
            
            
            —
              —
            
            
            396,763
              120,000Gregg
      W. Lowenstein,
              Vice
      President of Sales
            
            
            2007
              2006
            
            
            120,000
              75,000
            
            
            —
              —
            
            
            75,839
              44,583(1
            )
            
            195,839
              119,583David
      A. Willson,
              Editor
      in Chief
            
            
            2007
              2006
            
            
            67,257
              57,000
            
            
            —
              —
            
            
            —
              —
            
            
            57,000








(1)
  Received by Mr. Lowenstein for sales commissions earned in connection
with our expos and advertising in the Valuerich Magazine.




26




No stock
options were issued to or exercised by our senior executive officers during the
last fiscal year.




EQUITY
COMPENSATION PLAN INFORMATION




The
following table states certain information with respect to our equity
compensation plans as of December 31, 2007:





Plan
      category
            
            Number
      of securities to
              be
      issued upon exercise
              of
      outstanding options
            
            Weighted-average
              exercise
      price of
              outstanding
      options
            
            Number
      of securities
              remaining
      available for
              future
      issuance under
              equity
      compensation plansEquity
      compensation plans approved by security holders
            
            
            0
            
            
            $
            -
            
            
            
            3,000,000
            *Total
            
            
            0
            
            
            $
            
            
            
            
            3,000,000





*   In
November 2007 shareholders owning a majority of the voting shares approved an
amendment to the plan which included an increase in the number of awards from
500,000 to 3,000,000. The increase became effective in
2008.


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





The
following table sets forth, as of December 31, 2007  the number and
percentage of shares of our outstanding common stock which are beneficially
owned, directly or indirectly, by each director, executive officer and
shareholder who owns more than 5% of the outstanding shares.




We
determine beneficial ownership based on the rules of the Securities and Exchange
Commission.  In general, beneficial ownership includes shares over
which a person has sole or shared voting or investment power and shares which
the person has the right to acquire within 60 days.  Unless otherwise
indicated, the persons listed below have sole voting and investment power over
the shares beneficially owned.




Name and Address(1)
            
            Amount
      and Nature
              Of
      Beneficial Ownership
            
            Percentage
              of
      ClassJoseph
      Visconti
            
            
            3,838,307
            
            46.38%David
      Willson
            
            
            160,000
            
            1.93%Gregg
      Lowenstein
            
            
            50,000
            
            0.6%All
      officers and directors as a group (3 people)
            
            
            3,810,000
            
            48.91%Vision
      Capital Advisors LLC
            
            
            464,286
            
            5.85%Spencer
      Trading
            
            
            550,000
            
            6.65%









ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR
INDEPENDENCE





None of
our  directors nor any of our executive officers nor any person who
beneficially owns, directly or indirectly, shares carrying more than 5% of our
common stock, nor any members of the immediate family (including spouse,
parents, children, siblings, and in-laws) of any of the foregoing persons, has
any material interest, direct or indirect, in any transaction, or series of
transactions, that we have entered into since our incorporation or any proposed
transaction or series of transactions worth over $120,000 per
year.  However, we do lease office space form our Chief Executive
Officer at $34,200 per year and during the year our Chief Executive Officer
advanced $62,167 to the Company, none of which was outstanding at year end.
Various shareholders have made loans convertible into common stock to the
Company in prior years of which $79,500 was outstanding at year
end.




ITEM
13.  EXHIBITS




(a)
Financial Statements




1. These
financial statements are set forth in Item 8.




2. No
financial statement schedules are required.




27




(b)
Reports on Form 8-K




There are
no Reports on Form 8-K




(c)
Exhibits




3.1
Certificate of Incorporation (1)




3.2
By-Laws (1)




10. Code
of Ethics (2)




31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a) (2)




32.1
Certification pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
(2)




___________________________________




(1)
Incorporated by reference to the Registrant’s Form SB-2 filed on June 21, 2006,
as amended




(2) Filed
herewith











ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




During
2007, our registered public accounting firm, billed us a total of $34,000 for
audit and other services as follows:




• Audit
fees of $24,000 which consist of fees related to professional services rendered
in connection with the audit of our consolidated financial statements from
inception through the period ending December 31, 2007;




• Audit-related
fees of $10,000 which consist of fees for assurance and related services that
are reasonably related to the performance of the audit and the review of our
financial statements and which are not reported under “Audit
Fees.”


28









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.









VALUERICH,
INC.




By: /s/ Joseph
Visconti


Joseph C.
Visconti


President
and Chief Executive Officer


(Principal
Executive Officer and Principal Financial Officer)


Date:
April 4, 2008




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





Date:
      April 4, 2008
            
            By:
      /s/ Joseph C.
      Visconti
              Joseph
      C. Visconti
              President
      and Chief Executive Officer
              (Principal
      Executive Officer and Principal Financial Officer)April
      9 2008
              
              
              
              
              April
      9 2008
            
            By:_________________
              Michael
      Tsurumi
              Director
              
              
              By:
      _________________
              David
      Lemoie
              Director