**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)





[X]
      Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act
      of
      1934


For
      the
      fiscal year ended December 31, 2006








[ 
       ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
      Act of 1934


For
      the
      transition period from _____ to _____




*COMMISSION
      FILE NUMBER 000-49661*





**ACTIS
      GLOBAL VENTURES, INC.**


(Exact
      name of small Business Issuer as specified in its charter)








NEVADA
            
            98-0358887(State
                or other jurisdiction
            
            (IRS
                Employer Identification No.)of
                incorporation or organization)1905
                Aston Avenue, Suite 101Carlsbad,
                California
            
            92008(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer's
      telephone number, including area code: (760) 448-2498





Securities
      registered under Section 12(b) of the Exchange Act: Not Applicable





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.001 per share





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. [X]
      Yes
      [   ] No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [   ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes [   ] No [X]





State
      issuer's revenues for its most recent fiscal year: $10,543,134





The
      aggregate market value of the voting and non voting Common Stock held by
      non-affiliates of the registrant was approximately $342,792, based upon the
      closing price of such Common Stock on the Over-the-Counter Bulletin Board of
      $0.0015 per share on March 30, 2007.





The
      number of shares outstanding of each of the issuer's classes of common equity
      as
      of March 30, 2007 was 309,285,122.





Transitional
      Small Business Disclosure Format (check one): Yes [   ] No
      [X]





**ACTIS
      GLOBAL VENTURES, INC.**


**Form
      10-KSB**


**For
      the Year Ended December 31, 2006**





ITEM
                1. BUSINESS
            4ITEM
                2. PROPERTIES
            15ITEM
                3. LEGAL PROCEEDINGS
            15ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15ITEM
                5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS
            16ITEM
                6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            17ITEM
                7. FINANCIAL STATEMENTS
            27ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE
            27ITEM
                8A. CONTROLS AND PROCEDURES
            27ITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            28ITEM
                10. EXECUTIVE COMPENSATION
            29ITEM
                11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT
            30ITEM
                12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            31ITEM
                13. EXHIBITS
            32ITEM
                14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            34


2





**PART
      I**





**FORWARD
      LOOKING STATEMENTS**





This
      Form
      10-KSB, the other reports, statements, and information that we have previously
      filed or that we may subsequently file with the Securities and Exchange
      Commission and public announcements that we have previously made or may
      subsequently make may include or incorporate by reference certain statements
      that may be deemed to be "forward-looking statements" within the meaning of
      the
      Private Securities Litigation Reform Act of 1995. These forward-looking
      statements relate to such matters as, among other things, our anticipated
      financial performance, business prospects, technological developments, new
      products, future distribution or license rights, international expansion,
      possible strategic alternatives, new business concepts, capital expenditures,
      consumer trends and similar matters.





Forward
      looking statements necessarily involve known and unknown risks, uncertainties
      and other factors that may cause our actual results, levels of activity,
      performance, or achievements to be materially different from any future results,
      levels of activity, performance, or achievement expressed or implied by such
      forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will," "should," "could," "intend,"
      "expect," "anticipate," "assume", "hope", "plan," "believe," "seek," "estimate,"
      "predict," "approximate," "potential," "continue", or the negative of such
      terms. Statements including these words and variations of such words, and other
      similar expressions, are forward-looking statements. Although we believe that
      the expectations reflected in the forward-looking statements are reasonable
      based upon our knowledge of our business, we cannot absolutely predict or
      guarantee our future results, levels of activity, performance, or achievements.
      Moreover, neither we nor any other person assumes responsibility for the
      accuracy and completeness of such statements.





We
      note
      that a variety of factors could cause our actual results and experience to
      differ materially from the anticipated results or other expectations expressed
      in our forward-looking statements. The risks and uncertainties that may affect
      the operations, performance, development and results of our business include,
      but are not limited to, the following: resolution of the default on our
      convertible notes; our liquidity and ability to raise additional capital;
      changes in consumer spending patterns; acceptance of our products by consumers:
      changes in consumer preferences and overall economic conditions; the impact
      of
      competition and pricing; the financial condition of the suppliers and
      manufacturers from whom we source our merchandise; economic and political
      instability in foreign countries or restrictive actions by the governments
      of
      foreign countries in which suppliers and manufacturers from whom we source
      products are located or in which we may actually conduct or intend to expand
      our
      business; changes in tax laws, or the laws and regulations governing direct
      or
      network marketing organizations; our ability to hire, train and retain a
      consistent supply of reliable and effective participants in our direct or
      network marketing operation; general economic, business and social conditions
      in
      the United States and in countries from which we may source products, supplies
      or customers; the costs of complying with changes in applicable labor laws
      or
      requirements, including without limitation with respect to health care; changes
      in interest rates, or in the costs of insurance, shipping and postage, energy,
      fuel and other business utilities; the reliability, longevity and performance
      of
      our licensors and others from whom we derive intellectual property or
      distribution rights in our business; the risk of non-payment by, and/or
      insolvency or bankruptcy of, customers and others owing indebtedness to us;
      threats or acts of terrorism or war; and strikes, work stoppages or slow downs
      by unions affecting businesses which have an impact our ability to conduct
      our
      own business operations.





Forward-looking
      statements that we make, or that are made by others on our behalf with our
      knowledge and express permission, are based on a knowledge of our business
      and
      the environment in which we operate, but because of the factors listed above,
      actual results may differ from those in the forward-looking statements.
      Consequently, these cautionary statements qualify all of the forward-looking
      statements we make herein. We cannot assure the reader that the results or
      developments anticipated by us will be realized or, even if substantially
      realized, that those results or developments will result in the expected
      consequences for us or affect us, our business or our operations in the way
      we
      expect. We caution readers not to place undue reliance on these forward-looking
      statements, which speak only as of their dates, or on any subsequent written
      and
      oral forward-looking statements attributable to us or persons acting on our
      behalf are expressly qualified in their entirety by these cautionary statements.
      We do not undertake any obligation to release publicly any revisions to such
      forward-looking statements to reflect events or circumstances after the date
      hereof or thereof or to reflect the occurrence of unanticipated
      events.


3





**ITEM
      1. BUSINESS.**





We
      were
      incorporated on March 14, 2000 under the laws of the State of Nevada as New
      Paltz Capital Corp. In August 2003, Mr. Ray W. Grimm, Jr., and Mr. Alfred Hanser
      entered into a Stock Purchase Agreement through which they acquired the majority
      of the outstanding shares of common stock of New Paltz Capital Corp. On October
      3, 2003, our name was formally changed to FemOne, Inc. ("FemOne"). At that
      time,
      we adopted the business plan of FemOne, a privately-held California corporation
      ("FemOne California"), a direct selling organization specializing in products
      to
      promote health and wellness. On October 22, 2003, we completed the acquisition
      of all of the existing and outstanding shares of common stock of FemOne
      California.





FemOne
      California was initially incorporated in the State of California on March 15,
      2002 as 2Chansis, Inc. In July 2001 2SIS L.L.C. (also known as 2SIS, Inc.)
      was
      formed to become a direct selling company selling cosmetics to college-aged
      girls. On May 1, 2002, 2Chansis, Inc. and 2 SIS L.L.C. merged together pursuant
      to a general conveyance and assignment agreement. On November 8, 2002, 2Chansis,
      Inc. changed its name to FemOne, Inc. On June 9, 2006, the Company’s name was
      changed to ACTIS Global Ventures, Inc. (the “Company” or “ACTIS”). The Company
      has retained the name FemOne as its direct selling division marketing
      nutritional products to women.





In
      addition, in June 2006, amended Articles of Corporation were filed to increase
      our authorized common stock, par value $0.001 to five billion (5,000,000,000)
      shares. We will need to obtain shareholder approval for additional authorized
      shares in order to maintain a sufficient number of authorized shares for the
      conversion of outstanding convertible notes payable and warrants. See “Risks
      Related to Our Business.”





**PRODUCTS
      AND DISTRIBUTION**





**OVERVIEW**





We
      offer
      our customers a variety of products designed to provide consumers with a new
      generation of wellness solutions. We sell our products primarily through Direct
      Sales through two divisions, BIOPRO and FemOne, as described below. We also
      sell
      our Channoine Cosmetics skin care products, acquired through our sublicense
      with
      Alfred Hanser, who serves as our president and member of the Board of Directors,
      through the Direct Response Television Shopping Network.





**DIRECT
      SALES**





We
      have
      two divisions offering products through Direct Sales:





·
            BIOPRO
                Technology’s core product concept is based on products developed using
                Energy Resonance Technology (“ERT”) and Molecular Resonance Effect
                Technology (“MRET”). Products developed using ERT and MRET represent what
                management believes to be a new generation of wellness solutions,
                designed
                to create an improved overall sense of well-being for people living
                in
                environments that are highly electro-polluted and/or saturated with
                other
                external stressors; and





·
            The
                FemOne Division markets cosmetic products under the brand name*Channoine**®***and nutritional and hormonal balancing products under the brand name*FemOne**.*




4


**BIOPRO
      TECHNOLOGY DIVISION**





In
      February 2004, we introduced our BIOPRO Technology ("BIOPRO") division, carrying
      a line of bioenergetic products designed to neutralize the impact of
      electromagnetic radiation on the human body. In October 2004, the Company began
      operations of its subsidiary BIOPRO Australasia PTY, Ltd. to distribute BIOPRO
      products in Australia and New Zealand. In August 2004, the Company formed its
      subsidiary BIOPRO Asia, Inc. to distribute BIOPRO products in the Philippines.
      Operations of this subsidiary in the Philippines were discontinued in September
      2006. In March 2006, the Company formed its subsidiary BIOPRO Technology South
      Africa PTY, Ltd. to distribute its products in South Africa.





***BIOPRO
      PRODUCTS:***





***BIOPRO
      CELL CHIPTM:*** In
      February 2004, we introduced our first product, the BIOPRO Cell Chip.
      Electromagnetic fields emitted from cell phones, have been known to compromise
      health and well being. Our population has become dependent on this modern day
      convenience. The BIOPRO Cell Chip provides an opportunity to address this source
      of stress in our daily lives. It is powered by BIOPRO’s Energy Resonance
      Technology (“ERTTM”), and the patented noise field Molecular Resonance Effect
      Technology (“MRETTM”).





Our
      management believes that the market potential just for this single application
      of the technology is large, given the approximately 200 million current cell
      phone users in North America (2.2 billion worldwide). Throughout 2004, we also
      introduced chip applications for cordless home telephones and motor
      vehicles.





In
      January 2005, we introduced a private labeled, universal BIOPRO EMF
      Harmonization ChipTM for use on a variety of appliances emitting electromagnetic
      frequency ("EMF") or electromagnetic radiation (EMR). The universal chip
      application replaces the previous products for cell phone, cordless home phone
      and motor vehicles.





***BIOLIFE
      PENDANT*** : ****** In
      October 2004, we introduced The BIOPRO QLink pendant, developed by its
      manufacturer, Clarus Products International LLC, and it was private labeled
      for
      us under the name BIOPRO Q-Link. In July 2006, we introduced the BIOPRO
      BIO *LIFE* Pendant,
      a new body-worn pendant designed to strengthen the user’s biofield. The
      BIO *LIFE* Pendant
      emits a subtle-energy field designed to energetically resonate with the human
      biofield. Metaphorically speaking, the BIO *LIFE* Pendant
      is designed to "tune" the biofield and to "optimize" energy states across the
      ensemble of energy fields. This is accomplished using a passive, non-invasive
      method. The key principle behind the BIO *LIFE* Pendant
      is "resonance", powered and created by BIOPRO’s proprietary core technology,
      ERTTM.





***VITATONICTM*** : 
      In October 2004, we introduced BioNutratonicTM. BioNutratonicTM is an
      energy-sustaining tonic designed to address the toxin buildup and energy drain
      from electropollution and other stressors in people’s bodies. We have purchased
      the formula from its inventor and have full worldwide marketing rights. In
      January 2007, we reformulated the tonic and began selling the reformulated
      tonic
      as VitaTonicTM. VitaTonicTM utilizes the Company’s ERT technology.





***QX-3TM*** *:* In
      January 2005, we introduced the QX-3 *TM* (formerly named the Econo Fuel Chip *TM).* The QX-3
      brings the application of using ERTTM to the automotive arena by charging metal
      composite discs with ERT. The QX-3 discs are placed on the fuel tank of a
      vehicle and management believes that this technology enhances the performance
      of
      the vehicle. This product currently is marketed only in overseas
      markets.





***BIOPRODUCE*** TM: 
      In June 2005, we introduced BIOPRODUCETM . BIOPRODUCETM is a whole food supplement
      formulated from fruits, berries and vegetables, also using the ERT
      Technology.





***BIOPRO
      Home Harmonizer*** TM ***:*** In
      September 2005, we introduced the ******  *BIOPRO
      Home Harmonizer* TM *,*  ****** a device
      designed to contribute to stress reduction and energy enhancement in a home
      or
      office environment, it is also powered by ERT.


5


**BIOPRO
      INTERNATIONAL OPERATIONS:**





**BIOPRO
      AUSTRALASIA PTY, LTD. -** In
      October 2004, we began operation of BIOPRO Australasia Pty, Ltd, an Australian
      company, formed as a subsidiary of ACTIS Global Ventures, Inc. to market the
      products of BIOPRO Technology in Australia and New Zealand through Direct Sales.
      ACTIS Global Ventures, Inc. owns 90% of the outstanding shares of BIOPRO
      Australasia, and Mr. Kenneth Newton owns 10%. Mr. Newton served as the managing
      director of BIOPRO Australasia from its inception to April 2005. See "Certain
      Relationships and Related Transactions."





**BIOPRO
      ASIA, INC. -** In
      August 2005, the company formed its subsidiary BIOPRO Asia, Inc. to market
      the
      products of BIOPRO Technology in the Philippines through Direct Sales. ACTIS
      owns 100% of the outstanding shares of BIOPRO Asia. In September 2006, the
      operations of this subsidiary in the Philippines were discontinued.





**BIOPRO
      TECHNOLOGY SOUTH AFRICA, PTY, LTD -** In March
      2006, the company formed its subsidiary BIOPRO Technology South Africa Pty,
      Ltd
      to market the products of BIOPRO Technology in South Africa. ACTIS owns 100%
      of
      the outstanding shares of BIOPRO Technology South Africa.





**FEMONE
      DIVISION**





While
      we
      continue to offer these products for sale through the FemOne Direct Sales
      division, our focus and growth has been through our BIOPRO Technology division
      and through Direct Response Television Shopping for Channoine Cosmetics
      products. The following describes the products available through the FemOne
      Direct Sales Division:





***FEMONE
      Nutritional and Hormonal Balancing Products:***


In
      late
      2002 and early 2003, FemOne launched its own brand of nutritional supplements
      targeting specific health issues of women. The product line consists of six
      (6)
      products, including formulas specifically targeting the market of menopausal
      women, addressing hormonal balance and relief of a host of menopausal symptoms
      such as hot flashes and night sweats, as well as other vitamin and mineral
      formulas designed for the overall health and wellness of women. Our products
      offer a solution for women who are looking for alternatives to hormone
      replacement therapy.





***CHANNOINE
      LLC*** *.*


Mr.
      Alfred Hanser, who serves as a member of our Board of Directors, is President
      of
      the Company, and the sublicensor of our distribution rights for the Channoine
      product line, also serves as General Manager of Channoine LLC, a position he
      already held (and ACTIS was aware of) before joining ACTIS (formerly FemOne,
      Inc.) in 2002. Channoine LLC has been the official importer of record for all
      CHANNOINE products into North America since 1999 and it is listed as such
      on CHANNOINE product packaging. As such, beginning in the fourth quarter of
      2006, SRA Marketing began ordering and paying for inventory purchases directly
      through Channoine LLC, rather than through the Channoine parent company in
      Europe (Channoine Cosmetics AG, or CCAG) as had previously been the case. Total
      payments made by SRA Marketing in 2006 to Channoine LLC were $216,986. Channoine
      LLC pays CCAG for any North American inventory purchases.





***2SIS
      Color Cosmetics Products:***


Using
      our
      relationship with a European based cosmetic lab, we have developed a youthful
      line of cosmetics designed to market to high school and college-aged girls.
      We
      launched the 2SIS line in 2002.





**LEANCHOICESTM
      Weight Loss System**


In
      January 2004, FemOne introduced its LEANCHOICESTM Weight Loss System. Our weight
      loss system features advanced nutritional products that incorporate an
      ingredient known as high-viscosity glucomannan, a "zero-calorie" pure fiber
      food
      that traps fat and aids in weight loss, as well as a natural metabolism
      enhancing supplement and custom recipes developed for the LEANCHOICESTM System.
      This product is being sold in Canada through the Home Shopping
      Channel.


6


**DIRECT
      RESPONSE TELEVISION SHOPPING NETWORKS**





**SRA
      MARKETING**





In
      December 2004, SRA Marketing, Inc., a Nevada Corporation ("SRA"), was formed
      as
      a subsidiary to market some of our licensed products in a larger market, using
      the marketing channel of direct response television shopping. We own 51% of
      the
      outstanding shares of SRA. The remaining 49% of SRA’s outstanding shares are
      owned by ROSTCO, a private company owned by Steven Page who is a director of
      SRA
      Marketing and provides management services to SRA. Mr. Page is also president
      of
      our affiliate FemOne/BIOPRO Canada. See "Certain Relationships and Related
      Transactions."




Through
      our sub-licensing agreement between us and Alfred Hanser, we have acquired
      the
      Direct Response Television Shopping Network rights to marketing Channoine ***®*** products
      pursuant to Mr. Hanser's master sublicensing agreement with Channoine Cosmetics,
      A.G. See "Certain Relationships and Related Transactions."





In
      December 2004, we introduced Channoine Cosmetics on Shop NBC. Our experience
      with SHOP NBC is still new and we have not yet established a trend, nor can
      we
      adequately project the frequency of our airing dates. In 2006, we made six
      (6)
      appearances on Shop NBC resulting in gross sales of $963,977. We anticipate
      we
      will have similar airings in 2007, however, we cannot make any assurances as
      to
      the exact number or frequency.





**PROMOTION
      AND MARKETING**





Our
      promotion and sales development activities are primarily directed at assisting
      our independent sales representatives to market and sell our products, through
      the use of company sales brochures, product samples, product demonstrations,
      motivational training sessions and frequent conference calls. We motivate our
      independent sales representatives' through promotions, contests and special
      incentives that reward superior sales performance. We hold periodic sales
      meetings to recognize performance, introduce new products, and provide sales
      training to the independent sales force.





**FEMONE
      CANADA, INC.**





In
      May
      2002, we assigned to FemOne Canada, Inc., a Canadian corporation ("FemOne/BIOPRO
      Canada"), distribution rights to all of our US products in exchange for 38.75%
      of the outstanding ownership interests in FemOne/BIOPRO Canada. In July 2003,
      this agreement was amended to decrease the portion of our ownership to 30%,
      in
      exchange for a nominal amount. In October 2004, the agreement was further
      amended to increase the portion of our ownership back to 38.75% for a nominal
      amount. The agreement provides that we supply FemOne/BIOPRO Canada with
      inventory and marketing aids at a price equal to our cost. See "Certain
      Relationships and Related Transactions."





**PRODUCT
      LIABILITY INSURANCE**





We
      maintain product liability insurance in an aggregate of $1.0 million per
      occurrence on our products offered by our Direct Sales divisions. SRA marketing
      maintains product liability insurance in aggregate of $1.0 million per
      occurrence.





**EMPLOYEES**





US
      Operations


As
      of
      March 30, 2007, we had 21 full-time employees including Mr. Grimm and Mr.
      Hanser. Of these employees, 8 serve in sales and marketing departments, 7 serve
      in administration and 6 in distribution.





Australia:


As
      of
      March 30, 2007, BIOPRO Australasia had 3 full time employees in administrative
      operations.





South
      Africa:


As
      of
      March 30, 2007, BIOPRO Technology South Africa had 3 full time employees in
      administrative operations.


7


**CONSULTANTS**





From
      time
      to time, we engage consultants or third party contractors to assist in our
      business operations. We currently have consulting or service agreements in
      place
      for information technology and website services, sales management, legal
      services, accounting and financial advisory services.





**RISKS
      AND UNCERTAINTIES**





An
      investment in our Company involves a high degree of risk. In addition to matters
      discussed elsewhere in this report, careful consideration should be given to
      the
      following risk factors. This report contains certain forward-looking statements
      that involve risks and uncertainties. Our actual results could be substantially
      different from the results we anticipate in these forward-looking statements
      because of one or more of the factors described below and/or elsewhere in this
      report. If any of these risks were to actually occur, our business, results
      of
      operations and financial condition would likely suffer materially. The risks
      outlined below are those which management believes are material to an
      understanding of our business and the risks inherent in it, but such list does
      not include every possible risk which may impact us and our shareholders in
      the
      future. Additional risks and uncertainties not presently known to us or that
      we
      currently deem immaterial may also appear or increase in significance, and
      could
      therefore impair our projected business results of operations and financial
      condition.





**RISKS
      RELATED TO OUR BUSINESS**





***IF
      THE NUMBER OR PRODUCTIVITY OF OUR INDEPENDENT DISTRIBUTORS IN OUR DIRECT SALES
      MARKETING CHANNEL DOES NOT INCREASE, OUR REVENUE WILL NOT INCREASE IN THAT
      DISTRIBUTION CHANNEL*** .





Our
      primary source of revenue is from Direct Sales where we distribute our products
      exclusively through independent distributors. In addition, we expect to rely
      on
      a relatively small number of distributors for a large portion of our revenues.
      As a result, to increase our revenue, our distributors must increase in number,
      become more productive, or both. We cannot assure you that our distributors will
      increase or even maintain their current number or levels of productivity. Our
      distributors may terminate their services to us at any time, and we expect
      to
      experience turnover among our distributors from year to year, which turnover
      could be significant. We also cannot accurately predict how the number and
      productivity of our distributors may fluctuate because we rely upon existing
      distributors to sponsor and train new distributors and to motivate new and
      existing distributors. The number and productivity of our distributors depends
      upon several additional factors, including:





·
            the
                emergence of any adverse publicity regarding us, our products or
                our
                competitors,·
            the
                public's perception of our products, their ingredients and their
                ability
                to perform as advertised,·
            the
                public's perception of our distributors and direct selling businesses
                in
                general,·
            general
                economic and business conditions in the United States and in other
                countries where we sell product or source inventories or technology,
                and·
            fluctuations
                in general market conditions, labor conditions, currency rates, tariffs
                and trade relationships and other factors impacting our ability to
                source
                and sell our products outside of the United
                States.





***ADVERSE
      PUBLICITY COULD REDUCE THE SIZE OF OUR DISTRIBUTION FORCE
      AND***  ***CONSEQUENTLY
      REDUCE OUR REVENUE.***





We
      are
      susceptible to adverse publicity concerning distributor actions that could
      harm
      our business. Because our distributors are independent contractors and not
      employees, we cannot provide to them the same level of direction, motivation
      and
      oversight as we would to our employees. We may have difficulties enforcing
      our
      policies and procedures governing our distributors because of their
      independence, their large number, and their disparate geographic locations,
      and
      regulations in some countries that limit our ability to monitor and control
      the
      sales practices of distributors or terminate relationships with distributors.
      Adverse publicity could reduce the size of our distribution force and
      consequently reduce our revenue.


8


***INTENSE
      COMPETITION AND TECHNOLOGICAL CHANGE MAY RENDER OUR
      PRODUCTS***  ***UNCOMPETITIVE
      OR OBSOLETE.***





We
      compete with other direct selling companies for distributors. Our business
      and
      results of operations may be harmed by market conditions and competition in
      the
      future, which affect the specific product line or lines that we offer for sale.
      Many of our competitors have much greater name recognition and financial and
      other resources than we have, which may give them a competitive
      advantage.





In
      addition, the nutritional supplement, cosmetic, skin care, weight management
      and
      wellness technology industries are all highly competitive. We have many
      competitors in these areas including retail establishments specializing in
      these
      products, department stores, and weight management establishments. We believe
      that the personalized customer service offered by our independent sales
      representatives and the high quality of our products will assist in establishing
      a competitive position for us. However, there can be no assurance that we will
      be able to establish a competitive position in the industries in which we
      operate, and any failure to effectively compete could affect the results of
      our
      operations.





***CLAIMS
      THAT USE OF OUR PRODUCTS CAUSE NEGATIVE HEALTH EFFECTS MAY ARISE AND HURT OUR
      SALES AND FINANCIAL CONDITION.***





We
      may
      receive consumer complaints, or allegations, that the use of our products
      produced adverse effects, or did not produce the health benefits advertised.
      These complaints, if they became the subject of lawsuits or of widespread
      publicity, and even if ultimately not proven, could seriously damage our
      business.





***WE
      HAVE ONLY BEEN OFFERING OUR PRODUCTS TO THE PUBLIC FOR A LIMITED AMOUNT OF
      TIME
      AND CANNOT ASSURE YOU THAT THEY WILL ACHIEVE WIDESPREAD MARKET
      ACCEPTANCE.***





We
      began
      to offer our CHANNOINE *®* skincare
      products to the public on June 1, 2002, our 2SIS cosmetics products on August
      10, 2002, our FEMONE nutritional products on September 28, 2002, our
      LEANCHOICESTM weight control products and program on February 6, 2004, and our
      BIOPRO Technology products on February 19, 2004. In December 2004, we offered
      our CHANNOINE® products on Shop NBC for the first time. A decision to invest in
      our company must consider the risks, expenses and difficulties frequently
      encountered by companies that are, like us, in their early stage of development
      and that depend upon new and rapidly evolving markets. In order to address
      these
      risks, we must, among other things:





·
            strengthen
                awareness of our products;·
            respond
                to competitive developments;·
            continue
                to upgrade and expand our line of products; and·
            continue
                to attract, retain, and motivate our employees and independent
                distributors.





We
      cannot
      be certain that we will be able to successfully address each of these risks
      adequately.





***WE
      HAVE NEVER BEEN PROFITABLE***





Since
      incorporation of FemOne California in 2002, we have not achieved profitability.
      We have incurred substantial costs to build the foundation of our business.
      From
      our inception to the date of this report we have incurred an accumulated deficit
      of $14,857,179. Although our revenues are increasing, they will need to continue
      growing substantially in order for us to achieve profitability. Due to our
      limited operating history, it is difficult to predict whether we will be
      profitable in the future. Even if we do become profitable, there can be no
      assurance that we can sustain or increase profitability on a quarterly or annual
      basis in the future. If our revenues grow slower than we anticipate, or if
      our
      operating expenses exceed our expectations or cannot be adjusted accordingly,
      our business will be materially adversely affected.





***THE
      REPORT ON OUR FINANCIAL STATEMENTS FROM OUR INDEPENDENT AUDITORS INCLUDES A
      QUALIFICATION AS TO OUR ABILITY TO CONTINUE AS A "GOING
      CONCERN"***





In
      their
      report on our audited financial statements for the years ended December 31,
      2006
      and 2005 included herein, our independent auditors have included an explanatory
      paragraph stating that due to our lack of profitability and our need to
      raise additional capital, there is "substantial doubt" about our ability to
      continue as a going concern. The going concern opinion from our auditors
      represents a strong warning regarding our financial condition and ability to
      stay in business. In addition, the going concern opinion may limit our ability
      to obtain the financing required to stay in business, in which case you could
      lose your entire investment.


9


***LOSING
      ANY OF OUR LIMITED SUPPLIERS OR RIGHTS TO SELL OUR PRODUCTS COULD HARM OUR
      BUSINESS.***





We
      currently acquire products and ingredients from the suppliers we consider to
      be
      the best suppliers of our products and ingredients, and in some cases they
      represent our sole source of supply. Any disruption in our relationship with
      our
      sole suppliers could materially and adversely harm our business.





***WE
      MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR PROPRIETARY
      RIGHTS.***





Our
      products are valuable based in large part on their proprietary nature. Our
      marketing strength is also based in part upon our know-how of the direct selling
      industry. Our ability to market our products and take advantage of our know-how
      depends upon our ability to prevent others from infringing upon our intellectual
      property and other proprietary rights. We rely upon a combination of statutory
      protections and common law rights to establish and protect our proprietary
      rights.





While
      we
      intend to monitor closely and take steps to protect our intellectual property
      rights, including (among other things) obtaining signed non-disclosure
      agreements prior to disclosing confidential information, there can be no
      assurance that these rights will remain protected in any or all markets, or
      that
      unauthorized third parties will not gain access to, and potentially impair
      or
      destroy, protected intellectual property rights. We may not have knowledge
      of
      any infringement or violation of our rights in time to protect them, and, even
      if we do, we may not have sufficient resources to engage in protracted and
      expensive litigation or other means to enforce our rights. If any of our
      material intellectual property rights were to be infringed upon, it could have
      a
      materially adverse impact upon our business and financial condition. Similarly,
      if any party were to assert that our technology infringes upon the rights of
      others, it could also have a materially adverse impact upon our ability to
      conduct our business, and/or our financial condition or future prospects, even
      if that assertion was ultimately found to be untrue.





***WE
      RELY UPON LICENSE AND OTHER CONTRACTUAL RIGHTS TO OPERATE OUR
      BUSINESS.***





Our
      business model is based upon the sale of products and technologies developed
      by
      others and licensed to ACTIS for distribution within the territories specified,
      and under the terms provided in, the applicable licensing agreement. Our ability
      to maintain our business, then, is dependent upon the strength of our contracts
      with our licensors and other contracting parties, as well as the financial
      health of these parties throughout the term of each agreement. If any party
      which has licensed us a product or technology that represents a significant
      part
      of our revenues were to violate or revoke that agreement, or become financially
      insolvent or bankrupt, it could have a materially adverse impact upon our
      business and financial condition.





We
      are
      currently reviewing the license arrangements applicable to our products in
      areas
      we are marketing to, including through our subsidiary BIOPRO Australasia, to
      ensure that all of the rights we need to lawfully market, sell and distribute
      these products within the relevant territories. We are also still negotiating
      the definitive license terms to be used with SRA Marketing, a controlled
      subsidiary for the marketing of certain of our products within the United States
      through direct response television shopping channels, and we are negotiating
      a
      similar license with our affiliate FemOne/BIOPRO Canada for similar marketing
      rights within Canada. Until these agreements are executed, the
      subsidiaries/affiliates are selling these products without written licensing
      rights. To the extent that we do not have these license rights in place to
      sell
      all of the products in each of the territories where we are actually selling
      such products, it could have a materially adverse impact upon our business
      and
      financial condition.





***OUR
      FUTURE FINANCIAL RESULTS MAY FLUCTUATE SIGNIFICANTLY.***





As
      a
      result of our limited operating history, we cannot predict our future revenues
      or operating results. We do, however, expect our future revenues and operating
      results to fluctuate significantly.





Our
      future operating expenses are expected to increase in future periods as we
      intend to expand our sales and marketing operations to promote our products
      and
      acquire distributors, expand our service capabilities and improve our internal
      operating and financial systems. In addition, our operating expenses are based
      on our expectations of future revenues, and are relatively fixed in the short
      term. We may be unable to adjust spending quickly enough to offset any
      unexpected revenue shortfall. If we have a shortfall in revenues in relation
      to
      our expenses, or if our expenses increase before our revenues do, then our
      business for a particular period would be materially adversely
      affected.





Because
      of all of these factors and the other risks discussed in this section, we
      believe that our quarterly and annual revenues, expenses and operating results
      likely will vary significantly in the future. Accordingly, you should not rely
      on period-to-period comparisons of our results of operations as an indication
      of
      our future performance.


10


***WE
      WILL REQUIRE ADDITIONAL FUNDS TO SUPPORT OUR BUSINESS GROWTH AND PROPOSED FUTURE
      OPERATIONS.***





We
      will
      require additional capital in order to pay the amounts currently due to the
      note
      holders. Beyond that, we will need additional capital to implement our current
      business plan as a global marketing company. We intend to attempt to raise
      funds
      during 2007 through the sale of equity in private transactions to accredited
      investors in transactions yet to be determined. If we are unable to raise the
      necessary capital we require, which we estimate to be no more than $5,000,000,
      we may not be able to operate our business in the manner described in this
      report. Additional capital beyond this estimated amount may also become
      necessary, to the extent that our operating revenue falls below anticipated
      levels, or if we make acquisitions or changes in our current business plan.
      There can be no assurance that we will be able to raise the funds we need
      initially, or if we do that any additional required funds will be available
      when
      needed, on terms that are acceptable to our management or at all. Our inability
      to raise the funds we require, when we require them and on terms that are
      reasonably acceptable to our management, would have a materially adverse effect
      upon our ability to continue in operations and grow our business.





***OUR
      FAILURE TO EFFECTIVELY MANAGE OUR GROWTH COULD HAVE A MATERIAL ADVERSE EFFECT
      ON
      OUR BUSINESS.***





We
      expect
      our business to grow rapidly. Such growth will place a significant strain on
      our
      management systems and resources. We will need to continue to improve our
      operational and financial systems and managerial controls and procedures, and
      we
      will need to continue to expand, train and manage our workforce. We expect
      that
      the number of our employees and distributors will continue to increase for
      the
      foreseeable future. We will have to maintain close coordination among our
      technical, accounting, finance, marketing and sales departments. Failure to
      effectively manage our growth could have a material adverse effect on our
      business.





***IF
      WE ARE UNABLE TO RETAIN KEY PERSONNEL OR ATTRACT NEW PERSONNEL, IT COULD HAVE
      A
      MATERIAL ADVERSE EFFECT ON OUR BUSINESS.***





The
      loss
      of services of any of our key personnel or our inability to successfully attract
      and retain qualified personnel in the future would have a material adverse
      effect on our business. We maintain key person life insurance only on Mr. Grimm
      in the amount of $2,000,000. Our future success also depends on our ability
      to
      attract, retain, integrate and motivate highly skilled computer software
      programmers and other employees.





**RISKS
      RELATED TO OUR CURRENT FINANCING**





***WE
      ARE IN DEFAULT OF OUR OUTSTANDING SECURED CONVERTIBLE NOTES. PAYMENT OF THE
      AMOUNTS DUE UNDER THE NOTES WOULD REQUIRE US TO DEPLETE OUR WORKING CAPITAL,
      IF
      AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED
      CONVERTIBLE NOTES COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE
      THE FORECLOSURE OR SALE OF SUBSTANTIAL ASSETS.***





As
      of
      December 31, 2006, we have outstanding an aggregate of $3,441,833 convertible
      Notes and accrued interest of $773,936, of which scheduled principal payments
      of
      approximately $1,892,000 together with accrued interest of approximately
      $591,952 and accrued penalty and liquidated damages on both the 12% Notes and
      the 8% Notes of $2,040,528 as of December 31, 2006, were not paid when due.
      In
      addition pursuant to the terms of the Notes, we are in default for failure
      to
      have sufficient shares of common stock in reserve to allow for conversion of
      the
      Notes, accrued interest and exercise of warrants. If we were required to repay
      the secured convertible notes, we would be required to use our limited working
      capital and raise additional funds. If we were unable to raise sufficient
      capital to pay the principal and accrued interest currently due and in default
      on the notes, the note holders could commence legal action against us and
      foreclose on all of our assets to recover the amounts due. Any such action
      may
      require us to curtail or cease operations.


11


***THE
      CONVERTIBLE NOTES WHICH WE SOLD IN 2004 AND 2005 TO RAISE FUNDS WE REQUIRED
      TO
      GROW THE BUSINESS, HAVE RESULTED, AND WILL LIKELY CONTINUE TO RESULT IN
      SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS, AS MIGHT ANY FUTURE
      CONVERTIBLE OR DERIVATIVE SECURITIES WE MAY BE REQUIRED TO ISSUE TO RAISE
      ADDITIONAL CAPITAL.***





Between
      July and October 2004, we issued 12% Callable Convertible Promissory Notes
      and
      Warrants in a transaction that raised gross proceeds of $3,000,000. On June
      30,
      2005, we issued 8% Callable Convertible Promissory Notes and Warrants in a
      transaction that raised gross proceeds of $1,500,000. Each of the Notes and
      the
      Warrants in both transactions are convertible or exercisable into shares of
      our
      common stock at substantial discounts to its fair market value, and such
      conversion or exercise will result in substantial dilution to our existing
      investors. In addition, amounts which may become due as penalties for failure
      to
      meet certain of our obligations under the transaction documents, or if the
      fair
      market value of our shares decreases significantly, will result in further
      dilutive issuances of our common stock to the Note holders.





Furthermore,
      in order to raise more capital to meet our business objectives, to the extent
      that we are able to identify other accredited investors who will purchase equity
      securities from us, it may be that the terms on which such equity is sold will
      be more favorable than the price of our common stock at market. To the extent
      that we are unable to sell our securities for effectively the price at which
      our
      common stock can be bought in the public markets, then we may be forced to
      sell
      our securities for less than their market value, which could result in further
      substantial dilution to our existing shareholders which is disproportionate
      to
      the value of the funds received by us in such transaction. There is no guarantee
      that additional financing will be available to us on acceptable terms when
      needed, or at all.





***THERE
      ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURED CONVERTIBLE NOTES AND
      WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES
      MAY
      DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.***





As
      of
      March 30, 2007, we had 309,285,122 shares of common stock issued and
      outstanding. Also as of March 30, 2007, we had secured convertible notes
      outstanding that may be converted into an estimated 6,453,437,194 shares of
      common stock and outstanding warrants to purchase 56,850,000 shares of common
      stock. The number of shares of common stock issuable upon conversion of the
      outstanding secured convertible notes may increase if the market price of our
      stock declines. The shares issuable upon conversion of the secured convertible
      notes may be issued without restriction pursuant to Rule 144(k). The sale of
      these shares may adversely affect the market price of our common
      stock.




***THE
      CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
      NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH
      WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.***





Our
      obligation to issue shares upon conversion of our secured convertible notes
      is
      essentially limitless. The conversion price to be used in making such
      calculation is the average of the three lowest intra-day trading prices for
      our
      stock during the preceding twenty trading days, times 40%. The following is
      an
      example of the amount of shares of our common stock that are issuable, upon
      conversion of our secured convertible notes (excluding accrued interest), based
      on market prices 25%, 50% and 75% below the conversion price, as of March 30,
      2007 of $0.000533.





%
                BELOW
              EXISTING
                CONVERSION PRICE
            CONVERSION
                PRICE
              PERSHARE
            NUMBER
                OF
              SHARES
                ISSUABLE25%
            $0.0004
            8,604,582,92550%
            $0.0003
            12,906,874,38875%
            $0.0001
            25,813,748,775





As
      illustrated, the number of shares of common stock issuable upon conversion
      of
      our secured convertible notes will increase if the market price of our stock
      declines, which will cause substantial dilution to our existing stockholders.
      Currently, we do not have enough shares authorized for these amounts. In June
      2006, we amended our Articles of Incorporation to increase our authorized shares
      of common stock from 500,000,000 to 5,000,000,000. We are currently in default
      of our existing note agreements for, among other things, not maintaining a
      sufficient number of authorized but unissued shares to allow for the issuance
      of
      up to two times the number of shares of common stock which are convertible
      under
      all outstanding convertible notes and exercisable under all outstanding
      warrants, in each case as of the date of calculation.


12


***THE
      CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
      NOTES MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON STOCK, WHICH
      COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON
      STOCK.***





Since
      the
      secured convertible notes are convertible into shares of our common stock at
      a
      conversion price equal to 40% of the average of the lowest three intra-day
      trading prices of our common stock within the previous twenty trading days
      prior
      to the conversion, the significant downward pressure on the price of our common
      stock as the investors convert and sell material amounts of common stock could
      encourage short sales by investors. This could place further downward pressure
      on the price of the common stock. The investors could sell common stock into
      the
      market in anticipation of covering the short sale by converting their
      securities, which could cause the further downward pressure on the stock price.
      In addition, not only the sale of shares issued upon conversion or exercise
      of
      the secured convertible notes, but also the mere perception that these sales
      could occur, may adversely affect the market price of our common
      stock.




***THE
      ISSUANCE OF SHARES UPON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND EXERCISE
      OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO OUR
      EXISTING STOCKHOLDERS.***





The
      issuance of shares upon conversion of the secured convertible notes and exercise
      of warrants may result in substantial dilution to the interests of other
      stockholders since the investors may ultimately convert and sell the full amount
      issuable on conversion. Although the investors may not convert their secured
      convertible notes and/or exercise their warrants if such conversion or exercise
      would cause them to own more than 4.9% of our outstanding common stock, this
      restriction does not prevent the investors from converting and/or exercising
      some of their holdings and then converting the rest of their holdings. In this
      way, the investors could sell more than this limit while never holding more
      than
      this limit. There is no upper limit on the number of shares that may be issued
      which will have the effect of further diluting the proportionate equity interest
      and voting power of holders of our common stock, including investors in this
      offering.





**RISKS
      RELATED TO OUR INDUSTRY**





***LAWS
      AND REGULATIONS MAY PROHIBIT OR SEVERELY RESTRICT OUR DIRECT
      SALES***  ***EFFORTS
      AND CAUSE OUR SALES AND PROFITABILITY TO DECLINE.***





Various
      government agencies in the United States and throughout the world regulate
      Direct Sales practices. If we are unable to continue our business in our
      existing markets or commence operations in new markets because of these laws,
      our revenue and profitability will decline. Additionally, government agencies
      and courts in the countries where we operate may use their powers and discretion
      in interpreting and applying laws in a manner that limit our ability to operate
      or otherwise harm our business. Also, if any governmental authority brings
      a
      regulatory enforcement action against us that interrupts our Direct Sales
      efforts, or which results in a significant fine or penalty assessed against
      us,
      our business could suffer.





***GOVERNMENT
      REGULATION OF CERTAIN OF OUR PRODUCTS MAY RESTRICT OUR ABILITY TO INTRODUCE
      OR
      MAINTAIN THESE PRODUCTS IN SOME MARKETS AND COULD HARM OUR BUSINESS AS A
      RESULT.***





Our
      products and our related marketing and advertising efforts are subject to
      extensive government regulation. We may be unable to introduce our products
      in
      some markets if we fail to obtain needed regulatory approvals, or if any product
      ingredients are prohibited. Failure to introduce or delays in introducing our
      products could reduce our revenue and decrease our profitability. Regulators
      also may prohibit us from making therapeutic claims about our products even
      if
      we have research and independent studies supporting such claims. The occurrence
      of any of the foregoing could impact the sales of some products. Even where
      our
      products are currently marketed, the applicable governments could change their
      laws, making it impossible for us to maintain sales in those areas. Either
      an
      inability to introduce our products into new geographic markets or our inability
      to continue to market and sell them in our existing ones, would have a
      materially adverse effect upon our business and financial
      condition.


13


***OUR
      FAILURE TO COMPLY WITH GOVERNMENT REGULATION OF OUR PRODUCTS AND SALES METHODS,
      INCLUDING BY OUR DISTRIBUTOR NETWORK, MAY RESULT IN SIGNIFICANT PENALTIES OR
      CLAIMS, ANY OF WHICH MAY RESULT IN ENFORCEMENT ACTION BY THE RELEVANT REGULATORY
      AGENCY.***





The
      formulation, manufacturing, packaging, labeling, advertising, distribution
      and
      sale of our products are subject to regulation by a number of governmental
      agencies. U.S. federal agencies governing aspects of our business include (but
      are not limited to) the Food and Drug Administration, the Federal Trade
      Commission, the Consumer Product Safety Commission, the United States Department
      of Agriculture, the Department of the Treasury, and the Environmental Protection
      Agency. Our products and distributor network are also subject to state and
      local
      laws and regulations, as well as those of foreign countries in which our
      products are marketed or sold. Our failure to comply with these regulations
      may
      adversely affect our ability to continue to offer our products, cause the
      imposition of substantial penalties, and/or result in significant claims, any
      of
      which may result in loss or reduction of sales and adversely affect our
      financial condition and the value of our common stock.





***OUR
      DIRECT RESPONSE TELEVISION SHOPPING NETWORK REVENUES RELY ON THE DECISIONS
      OF
      ONE TELEVISION NETWORK SHOPPING CHANNEL***





Our
      Channoine Cosmetic products are available for sale periodically on Shop NBC
      and
      have been since December 2004. While we anticipate that we will continue to
      be
      considered to be a featured supplier on Shop NBC on a routine and frequent
      basis, we cannot guarantee that we will be approved for airtime or will have
      successful sales from the airing. Our risks include, but are not limited to,
      the
      quality of our on-air talent, the time of day our products are aired, customer
      satisfaction and acceptance of new products, competition and new products that
      are unknown to the current market place.





***RISKS
      RELATED TO OUR COMMON STOCK***




***THERE
      IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, FAILURE TO DEVELOP OR MAINTAN
      A
      TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR SHARES AND MAKE IT
      DIFFICULT OR IMPOSSIBLE FOR SHAREHOLDERS TO SELL THEIR
      SHARES***





Our
      common stock is quoted on the OTC Bulletin board under the symbol “AGLV.OB.” To
      date there is a limited trading market in our common stock on the OTC Bulletin
      Board. Failure to develop or maintain an active trading market could negatively
      affect the value of our shares and make it difficult for our shareholders to
      sell their shares or recover any part of their investment in us. The market
      price of our common stock may be highly volatile. In addition to the
      uncertainties relating to our future liquidity, operating performance and the
      profitability of our operations, factors such as variations in our interim
      financial results, or various, as yet unpredictable factors, many of which
      are
      beyond our control, may have a negative effect on the market price of our common
      stock.





***WE
      HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE
      FUTURE, ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON
      STOCK***





We
      have
      never paid cash dividends on our common stock and do not anticipate paying
      cash
      dividends in the foreseeable future. The payment of dividends on our common
      stock will depend on earnings, financial condition and other business and
      economic factors affecting it at such time as the board of directors may
      consider relevant. If we do not pay dividends, our common stock may be less
      valuable because a return on your investment will only occur if our stock price
      appreciates.





***OUR
      COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING
      MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR COMMON
      STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR
      STOCK.***





The
      Securities and Exchange Commission has adopted Rule 3a5-1 which establishes
      the
      definition of a “penny stock,” for the purposes relevant to us, and any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain expectations.
      For any transaction involving a penny stock, unless exempt, Rule 15g-9
      requires:





-
            that
                a broker or dealer approve a person’s account for transactions in penny
                stocks; and





-
            the
                broker or dealer receive from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.


14


In
      order
      to approve a person’s account for transactions in penny stock, the broker or
      dealer must:





-
            obtain
                financial information and investment experience objectives of the
                person;
                and





-
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the SEC relating to the penny stock market,
      which, in highlight form:





-
            sets
                forth the basis on which the broker or dealer made the suitability
                determination, and-
            That
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
“penny stock” rules. This may make it more difficult for investors to dispose of
      our common stock and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in case of
      fraud
      in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




**ITEM
      2. PROPERTIES.**





*US
      OPERATIONS:* For
      operations of our Direct Sales business in the United States, our executive
      offices and corporate operations, we lease a 19,000 square foot facility located
      at 1905 Aston Avenue, Suite 101 in Carlsbad, California. The annual lease
      payment for this facility is $298,154. We moved to this facility on August
      1,
      2005. Prior to August 2005, we leased two facilities for corporate offices
      and
      warehouse in Carlsbad, California.





*AUSTRALIA*  : BIOPRO
      Australasia began operations in its Melbourne, Australia office in April 2005
      where it occupies approximately 2,700 square feet. The annual lease payment
      for
      this activity is $40,887. During 2004 and through March 2005, BIOPRO Australia
      utilized a facility in Sydney, Australia, through our relationship with our
      former managing director Kenneth Newton. The fee to lease the facility was
      included in the management fee paid to Mr. Newton.





*SOUTH
      AFRICA* : BIOPRO
      South Africa leases approximately 2,000 square feet beginning June 1, 2006.
      The
      annual lease payment for this facility is $40,815.





**ITEM
      3. LEGAL PROCEEDINGS.**





We
      are
      not currently a party to any pending litigation which will have a material
      adverse effect on our operations, and to our knowledge no such proceedings
      are
      threatened or contemplated. On February 15, 2006, the note holders of our 8%
      and
      12% convertible notes payable filed a lawsuit against the Company for default
      under the 8% Notes and the 12% Notes (collectively the “Notes”) agreements. On
      March 23, 2006, this lawsuit was discontinued without prejudice after the
      Company amended the Notes to make changes to certain terms regarding conversion
      rate, warrant pricing and warrant expiration date. These amendments to the
      Notes
      did not cure the default.




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





None.


15


**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**





**DESCRIPTION
      OF SECURITIES**


Our
      shares are listed on the Over-the-Counter Bulletin Board ("OTCBB") under the
      symbol "AGLV". From inception to October 9, 2003, our shares were traded under
      the symbol "NPZC." On October 9, 2003 our symbol was changed to "FEMO,”
reflecting the Company’s name at the time of FemOne, Inc. In June 2006, we
      changed the Company’s name to ACTIS Global Ventures, Inc., and on July 10, 2006,
      our symbol became “AGLV.” Our shares of voting common stock became eligible for
      trading in the second calendar quarter of 2002. Prior to September 22, 2003,
      there was no active market in our stock.





As
      of
      March 30, 2007, we have 309,285,122 shares of common stock issued and
      outstanding.





The
      following table sets forth the high and low bid prices for our common stock
      for
      the quarters from January 1, 2005 to March 31, 2007:





Closing
                Bid
            
            Closing
                AskHigh
            Low
            
            High
            Low**2005**First
                Quarter ended March 31
            $ 
                0.080
            $ 
                0.030
            
            $ 
                0.100
            $ 
                0.031Second
                Quarter ended June 30
            0.055
            0.014
            
            0.060
            0.014Third
                Quarter ended September 30
            0.028
            0.009
            
            0.030
            0.001Fourth
                Quarter ended December 31
            0.015
            0.001
            
            0.015
            0.006**2006**First
                Quarter ended March 31
            0.06
            0.012
            
            .065
            .013Second
                Quarter ended June 30
            0.052
            0.026
            
            0.054
            0.028Third
                Quarter ended September 30
            0.037
            0.0048
            
            0.037
            0.0049Fourth
                Quarter ended December 31
            0.0056
            0.0018
            
            0.006
            0.0019**2007**First
                Quarter ended March 31
            0.023
            0.0012
            
            0.0049
            0.0015





The
      above
      information was provided by the OTC Bulletin Board. The quotations reflect
      inter-dealer prices without retail mark-up, mark-down or commission, and may
      not
      represent actual transactions.





**HOLDERS
      OF COMMON STOCK**


The
      number of shareholders of record of our common stock on March 30, 2007 was
      approximately 113.





**DIVIDENDS**


There
      are
      no restrictions in our Articles of Incorporation or bylaws that restrict us
      from
      declaring dividends. The Nevada Revised Statutes, however, prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





(A)
      we
      would not be able to pay our debts as they become due in the usual course of
      business; or





(B)
      our
      total assets would be less than the sum of our total liabilities, plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the distribution.





As
      of
      December 31, 2006 we had neither declared nor paid any cash dividends on our
      capital stock, and we do not anticipate paying cash dividends in the foreseeable
      future. Our current policy is to retain all earnings in order to finance further
      expansion of our operations. Our board of directors will determine future
      declaration and payment of dividends, if any, in light of the then-current
      conditions they deem relevant and in compliance with the Nevada Revised
      Statutes.




16





**RECENT
      ISSUANCES OF UNREGISTERED SECURITIES**


None.


**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





The
      following presentation of Management's Discussion and Analysis should be read
      in
      conjunction with the financial statements and notes thereto included in Item
      7
      of this Annual Report on Form 10-KSB. Except for the historical information
      contained herein, the discussion in this report contains certain forward-looking
      statements that involve risk and uncertainties, such as statements of our
      business plans, objectives, expectations and intentions as of the date of this
      filing. The cautionary statements about reliance on forward-looking statements
      made earlier in this document should be read as being applicable to all related
      forward-looking statements wherever they appear in this report. Our actual
      results could differ materially from those discussed here. Factors that could
      cause differences include, among the others referenced in this report, those
      discussed under the heading "Risk Factors" earlier in this
      document.





**OVERVIEW**


We
      are an
      early stage company that markets, sells and distributes a variety of products
      designed to provide consumers with what management believes is new generation
      of
      wellness solutions. We sell our products primarily though Direct Sales through
      two divisions, BIOPRO Technology and FemOne, as described below, and we also
      sell our Channoine Cosmetics products through the Direct Response Television
      Shopping Network:




·
            BIOPRO
                Technology and FemOne. BIOPRO Technology’s core product concept is based
                on products developed using Energy Resonance Technology (“ERT”) and the
                patented noise field Molecular Resonance Effect Technology (“MRETTM”).
                Products developed using ERTTM and MRETTM represent what management believes
                to be a new generation of wellness solutions designed to create an
                improved overall sense of well-being for people living in environments
                that are highly electro polluted and/or saturated with other external
                stressors.·
            The
                FemOne Division currently markets and sells cosmetic products under
                the
                brand name*Channoine**®*,
                and natural nutritional and hormonal balancing products under the
                brand
                name FemOne.·
            In
                December 2004, we formed a subsidiary named SRA Marketing, Inc, a
                Nevada
                corporation, to manage the marketing of Channoine Cosmetics through
                the
                Direct Response Television Shopping network. We hold 51% of the
                outstanding shares of SRA
                Marketing.





**RESULTS
      OF OPERATIONS FOR THE YEARS ENDED 2006 AND 2005**


For
      the
      twelve months ended December 31, 2006 and 2005, our revenues were primarily
      from
      our BIOPRO Technology division through Direct Sales and revenues generated
      by
      our subsidiary SRA Marketing for sales of products on a television shopping
      network.





**REVENUES**


Net
      Sales
      for the twelve months ended December 31, 2006 increased to $10,543,134 from
      $7,709,170 for the twelve months ended December 31, 2005. The increase in net
      sales of $2,833,964 or 36.76% over 2005 primarily is due to a net increase
      in
      revenue from Direct Sales from the BIOPRO Technology division of $2,365,353,
      or
      35% over 2005. Included in net sales for the twelve months ended December 31,
      2006 and 2005, are sales of inventory to our Canadian affiliate, a related
      party, of $316,256 and $146,333, respectively, representing a pass-through
      of
      inventories at cost.


Twelve
                  months ended
                December
                  31,
              
              Increase
                fromRevenues
              
              2006
              
              2005
              
              prior
                  yearDirect
                  SalesBIOPRO
                  Technology
              
              $
              9,188,953
              
              $
              6,823,600
              
              $
              2,365,353FemOne
              
              
              164,421
              
              
              120,303
              
              
              44,118Total
                  revenues from Direct Sales
              
              
              9,353,374
              
              
              6,943,903
              
              
              2,409,471Direct
                  Response-SRA Marketing
              
              
              873,504
              
              
              618,934
              
              
              254,570Product
                  sales to affiliate
              
              
              316,256
              
              
              146,333
              
              
              169,923Total
                  Revenues
              
              $
              10,543,134
              
              $
              7,709,170
              
              $
              2,833,964


17


**COST
      OF SALES**


Twelve
                  months ended
                December
                  31,
              
              Increase
                fromCost
                  of Sales
              
              2006
              
              2005
              
              prior
                  yearDirect
                  SalesBIOPRO
                  Technology
              
              $
              1,335,426
              
              $
              1,299,139
              
              $
              36,287FemOne
              
              
              55,802
              
              
              43,729
              
              
              12,073Total
                  cost of sales from Direct Sales
              
              
              1,391,228
              
              
              1,342,868
              
              
              48,360Direct
                  Response-SRA Marketing
              
              
              595,785
              
              
              355,633
              
              
              240,152Cost
                  of products sold to affiliate
              
              
              316,256
              
              
              146,333
              
              
              169,923Total
                  cost of sales
              
              $
              2,303,269
              
              $
              1,844,834
              
              $
              458,435
  Cost
        of
        sales for the twelve months ended December 31, 2006 increased to $2,303,269
        from
        $1,844,834 for the twelve months ended December 31, 2005. The overall increase
        in cost of sales of 25% from the prior year is directly attributable to the
        increase in net sales during the same period, partially offset by lower
        inventory write-offs in 2006 compared with the prior year. Cost of sales
        includes the costs of inventory related to non-selling or obsolete items
        that
        were written off in the 2006 and 2005 periods, of $26,043 and $191,192,
        respectively. The 2005 write-off was principally for the 2SIS product
        line.





**GROSS
      PROFITS**


Overall
      gross profits for the twelve months ended December 31, 2006 increased to
      $8,239,866 from $5,864,336 for the twelve months ended December 31, 2005. The
      overall increase in gross profits of approximately 41% is directly attributable
      to the overall increase in net sales in 2006, and the lower provisions for
      inventory write-offs.





**OPERATING
      EXPENSES**


Total
      operating expenses for the twelve months ended December 31, 2006 increased
      to
      $10,260,720 from $7,795,584 for the twelve months ended December 31, 2005.
      The
      overall increase in expenses of approximately 32% over the prior year is
      discussed below in the discussions of Sales Commissions, Order Fulfillment
      Costs, Sales and Marketing Expense and General and Administrative
      Expenses.





**Sales
      Commissions**


Sales
      Commissions for the twelve months ended December 31, 2006 increased to
      $4,114,506 from $3,165,040 for twelve months ended December 31, 2005. The
      increase of approximately 30% over the prior year is directly attributable
      to
      the increase in Direct Sales as discussed above.





**Order
      Fulfillment Costs**


Order
      fulfillment costs for the twelve months ended December 31, 2006 increased to
      $1,041,464 from $644,124 for the twelve months ended December 31, 2005. The
      increase of approximately 62% over the prior year is due primarily to higher
      transaction costs for credit card processing, higher wage expense due to
      additional warehouse employees and higher product shipping expenses, all due
      to
      increased revenue activity.





**Sales
      and Marketing Expenses**


Sales
      and
      marketing expenses for the twelve months ended December 31, 2006 increased
      to
      $2,647,303 from $2,178,146 for the twelve months ended December 31, 2005. The
      increase of approximately 22% in sales and marketing expenses is due primarily
      to our continued efforts to promote and increase awareness of BIOPRO
      products.


18


**General
      and Administrative Expenses**


General
      and administrative expenses for the twelve months ended December 31, 2006
      increased to $2,457,447 from $1,808,274 for the twelve months ended December
      31,
      2005. The increase of $649,173 or 36% over the prior year is representative
      of
      the following:





Twelve
                months ended
              December
                31,
            
            Increase
              (Decrease)
                fromG&A-
                US Operations:
            
            2006
            
            2005
            
            prior
                yearPersonnel
                costs - Parent US
            
            $
            1,006,713
            
            $
            839,208
            
            $
            167,505Facility
                costs
            
            
            537,135
            
            
            235,916
            
            
            301,219Legal,
                accounting and investor relations
            
            
            589,073
            
            
            375,931
            
            
            213,142Office
                supplies and other expenses
            
            
            139,415
            
            
            141,889
            
            
            (2,474
            )Charitable
                contributions
            
            
            44,219
            
            
            27,192
            
            
            17,027Subsidiary
                G&A expenses:BIOPRO
                Australasia G&A
            
            
            8,718
            
            
            85,910
            
            
            (77,192
            )BIOPRO
                South Africa G&A
            
            
            10,168
            
            
            -
            
            
            10,168SRA
                Marketing G&A
            
            
            122,006
            
            
            102,228
            
            
            19,778Total
                General and Administrative
            
            $
            2,457,447
            
            $
            1,808,274
            
            $
            649,173




G&A-US
      Operations




Personnel
      Costs - The
      increase in personnel costs in the 2006 period over the 2005 period is due
      to
      addition of staff in the areas of information technology, website design, and
      accounting, together with the related benefits for those positions, plus higher
      revenue-based management compensation.





Facility
      costs and office relocation - The
      increase in facility costs and facility rent expense in the 2006 period over
      the
      2005 period is due to our relocation to a 19,000 square foot facility in August
      2005, higher repair and maintenance costs and higher depreciation expense.





Legal,
      accounting and investor relations - The
      increase in legal, accounting and investor relations expense is related to
      higher non-cash expenses for stock based compensation paid to finance and
      investor relations firms in 2006 of approximately $378,957 compared with $91,652
      in 2005, and higher accounting fees for our annual audit for 2005 that were
      incurred in the 2006 period, partially offset by lower legal fees in 2006.





Office
      supplies and other expenses- Office
      supplies and other expense decreased in 2006 over 2005 due to our focus on
      lowering these overhead costs.





Charitable
      contributions- Charitable contributions increased in 2006 over 2005 due to higher direct sales
      revenues in the 2006 period. We donate one half of one percent of commissionable
      US Direct Sales revenues to Childhelp USA.





Subsidiary
      G&A Expenses:





BIOPRO
      International Subsidiaries - The
      decrease in general and administrative expenses of BIOPRO Australasia is due
      to
      lower accounting fees, banking charges, and small equipment purchases. The
      increase in general and administrative expenses for BIOPRO South Africa is
      due
      to its opening operations beginning April 2006.





SRA
      Marketing -
      The increase in general and administrative expense for SRA Marketing is due
      to
      increases in accounting for tax preparation and management compensation, which
      include compensation expense in the twelve months ended December 31, 2006 and
      2005, of $34,628 and $66,500, respectively, earned by ROSTCO, a company owned
      by
      Steven Page, the minority shareholder of SRA marketing, for managing and
      operating SRA Marketing, and increase in total salary and fees earned by Alfred
      Hanser and Ray Grimm for their participation in SRA Marketing during 2006 of
      $72,646 and $14,400, respectively, during the year. See "Certain
      Relationships and Related Transactions."


19


**Other
      Income and Expense**


Other
      income and expense for the twelve months ended December 31, 2006 increased
      to
      net expense of $3,294,935 from $1,815,073 for the twelve months ended December
      31, 2005. As described in the table below, the expenses in 2006 and 2005
      primarily represent non-cash expenses related to the Company’s convertible note
      financings and their related derivative liabilities:





Twelve
                months ended
              December
                31,
            
            Increase
              (Decrease)
                from2006
            
            2005
            
            prior
                yearNon-cash
                debt discount and other costs of convertible note
                financings
            
            $
            (1,816,796
            )
            $
            (1,805,896
            )
            $
            (10,900
            )Interest
                expense and deferred financing costs on convertible notes
            
            
            (1,856,685
            )
            
            (1,442,530
            )
            
            (414,155
            )Non-cash
                loss on extinguishment of debt
            
            
            (50,290
            )
            
            -
            
            
            (50,290
            )Gain
                on embedded derivative liabilities
            
            
            129,669
            
            
            -
            
            
            129,669Non-cash
                gain on value of warrant derivative liabilities
            
            
            318,431
            
            
            1,440,723
            
            
            (1,122,292
            )Other
                expense
            
            
            (19,264
            )
            
            (7,370
            )
            
            (11,894
            )Total
                other income and expense
            
            $
            (3,294,935
            )
            $
            (1,815,073
            )
            $
            (1,479,862
            )





Interest
      expense and deferred financing costs on convertible notes includes penalties
      and
      liquidating damages pursuant to the Convertible Note agreements for not
      complying with certain provisions of the Convertible Note agreements.





During
      the twelve months ended December 31, 2006, the Company recorded a loss on
      extinguishment of debt of $50,290 related to amendments to its outstanding
      Convertible Notes. The amendments called for a change in the conversion price
      on
      the notes from 50% to 40% of the average of the three lowest intraday trading
      prices in the twenty days prior to conversion. The Company determined that
      the
      modification of terms met the requirements of EITF 96-19 “Debtors Accounting for
      Modification or Exchange of Debt Instruments” of an exchange of debt with
      substantially different terms and accordingly has deemed the old notes to be
      extinguished as of March 23, 2006. A new note based on amended terms was
      recorded on that date, as were liabilities for warrant derivatives, and embedded
      derivatives within the convertible notes.





In
      the
      2006 period, the Company also recorded $318,431 representing the current period
      gain on warrant derivative liabilities during the twelve months ended December
      31, 2006. During the twelve months ended December 31, 2005, the Company recorded
      a gain of $1,440,723 related to the valuation of its warrant derivative
      liabilities. In 2006, the Company also recorded a gain of $129,669 of the change
      in fair value of an embedded derivative. This embedded derivative represents
      the
      variable conversion option that the note holders have within the convertible
      notes.





**Minority
      Interest**


In
      October 2004, we formed SRA Marketing, Inc. as a subsidiary to manage the Direct
      Response Television Shopping marketing channel allowing us to have the ability
      to expand our selling capabilities of our licensed products to a larger target
      market. We own 51% of SRA Marketing, the remaining 49% is held by ROSTCO, a
      private company owned by Steven Page, the president of FemOne/BIOPRO Canada.
      The
      minority interest for the twelve months ended December 31, 2006 and 2005
      relative to the 49% minority interest in the income of the subsidiary was
      $38,811 and $8,756, respectively.





In
      October 2004, we began the operations of BIOPRO Australasia Pty Ltd, a
      subsidiary formed as a direct selling company in Australia to market our BIOPRO
      Technology products. We own 90% of BIOPRO Australasia, the remaining 10% is
      held
      by Mr. Kenneth Newton who served as its managing director until April 2005.
      The
      minority interest relative to the loss for the twelve months ended December
      31,
      2006 and 2005 has been included in the consolidated loss for the periods. See
      “Certain Relationships and Related Transactions.”





**Income
      Tax Expense**


Income
      tax expense for the twelve months ended December 31, 2006 increased to $9,022
      due to income taxes paid by the Company’s subsidiary SRA Marketing related to
      the net taxable income for 2005.


20


**NET
      LOSS**


Loss
      from
      continuing operations for the twelve months ended December 31, 2006 increased
      to
      $5,363,623, from $3,755,077 from the twelve months ended December 31, 2005.
      The
      overall increase of approximately 43% from 2005 is due primarily to the increase
      in non-cash expense recorded in the 2006 period as discussed above. Net non-cash
      expenses accounted for 61% and 48% of the Company’s consolidated losses from
      continuing operations for the twelve months ended December 31, 2006 and 2005.
      Net loss for the twelve months ended December 31, 2006 increased to $5,546,771
      from $3,870,122 from the twelve months ended December 31, 2005, for the
      foregoing reasons plus the inclusion of the loss from discontinued operations
      of
      BIOPRO Asia (Philippines). Net loss includes the loss on the discontinued
      operations of BIOPRO Asia (Philippines) for the twelve months ended December
      31,
      2006 of $183,148 and $115,045, respectively and includes the estimated loss
      on disposal of the assets of this subsidiary of $6,109 for the twelve months
      ended December 31, 2006.





**RESULTS
      OF OPERATIONS FOR THE YEARS ENDED 2005 AND 2004**


For
      the
      years ended December 31, 2005 and 2004, our revenues were primarily from our
      BIOPRO Technology division through Direct Sales and revenues generated by our
      subsidiary SRA Marketing for sales of products on a television shopping
      network.





**REVENUES**





Years
                ended
              December
                31,
            
            Increase
              (Decrease)
                fromRevenues
            
            2005
            
            2004
            
            prior
                yearDirect
                SalesBIOPRO
                Technology
            
            $
            6,823,600
            
            $
            1,351,167
            
            
            5,472,433FemOne
            
            
            120,303
            
            
            268,401
            
            
            (148,098
            )Total
                revenues from Direct Sales
            
            
            6,943,903
            
            
            1,619,568
            
            
            5,324,335Direct
                Response-SRA Marketing
            
            
            618,934
            
            
            228,834
            
            
            390,100Product
                sales to affiliate
            
            
            146,333
            
            
            69,140
            
            
            77,193Total
                Revenues
            
            $
            7,709,170
            
            $
            1,917,542
            
            $
            5,791,628





Net
      Sales
      for the year ended December 31, 2005 increased to $7,709,170 from $1,917,542
      for
      the year ended December 31, 2004. The increase in net sales of $5,791,628 or
      302% over 2004 is primarily due to a net increase in revenue from Direct Sales
      from the BIOPRO Technology division of $5,472,433, or 405% over 2004. Also
      contributing to the increase over prior year are revenues of $618,934 from
      our
      subsidiary SRA Marketing. Included in net sales for the years ended 2005 and
      2004 are sales of inventory to our Canadian affiliate, a related party, of
      $146,333 and $69,140, respectively, representing a pass-through of inventories
      at cost.




**COST
      OF SALES**





Years
                ended
              December
                31,
            
            Increase
              (Decrease)
                fromCost
                of Sales
            
            2005
            
            2004
            
            prior
                yearDirect
                SalesBIOPRO
                Technology
            
            $
            1,299,139
            
            $
            524,812
            
            $
            774,327FemOne
            
            
            43,729
            
            
            47,975
            
            
            (4,246
            )Total
                cost of sales from Direct Sales
            
            
            1,342,868
            
            
            572,787
            
            
            770,081Direct
                Response-SRA Marketing
            
            
            355,633
            
            
            109,062
            
            
            246,571Cost
                of products sold to affiliate
            
            
            146,333
            
            
            69,140
            
            
            77,193Total
                cost of sales
            
            $
            1,844,834
            
            $
            750,989
            
            $
            1,093,845





Cost
      of
      sales for the year ended December 31, 2005 increased to $1,844,834 from $750,989
      for the year ended December 31, 2004. The overall increase in cost of sales
      of
      146% from the prior year is directly attributable to the increase in net sales
      during the same period. Also contributing to the overall increase in cost of
      sales in 2005 are costs of sales by our subsidiary SRA Marketing. Cost of sales
      also included the costs of inventory related to non-selling or obsolete items
      that were written off in the 2005 and 2004 periods, of $191,192 and $184,100,
      respectively. These items consist primarily of the 2SIS product
      line.


21


**GROSS
      PROFITS**


Overall
      gross profits for the year ended December 31, 2005 increased to $5,864,336
      from
      $1,166,553 for the year ended December 31, 2004. The overall increase in gross
      profits of approximately 403% is directly attributable to the overall increase
      in net sales in 2005 and increase in gross margins from Direct Sales of 435%
      and
      Direct Response of 120%. We attribute the increase in our profits to the growth
      in our BIOPRO Technology division in the US, Australia and New Zealand and
      profits from our subsidiary SRA Marketing.





**OPERATING
      EXPENSES**


Total
      operating expenses for the year ended December 31, 2005 increased to $7,795,584
      from $3,345,502 for the year ended December 31, 2004. The overall increase
      in
      expenses of approximately 133% over the prior year is discussed below in the
      discussions of Sales Commissions, Order Fulfillment Costs, Sales and Marketing
      Expense and General and Administrative Expenses.





**Sales
      Commissions**


Sales
      Commissions for the year ended December 31, 2005 increased to $3,165,040 from
      $763,769 for the year ended December 31, 2004. The increase of approximately
      314% over the prior year is directly attributable to the increase in Direct
      Sales as discussed above.





**Order
      Fulfillment Costs**


Order
      fulfillment costs for the year ended December 31, 2005 increased to $644,124
      from $300,399 for the year ended December 31, 2004. The increase of
      approximately 114% over the prior year is due primarily to higher transaction
      costs for credit card processing and product shipping expenses due to increased
      revenue activity.





**Sales
      and Marketing Expenses**


Sales
      and
      marketing expenses for the year ended December 31, 2005 increased to $2,178,146
      from $790,953 for the year ended December 31, 2004. The increase of
      approximately 175% in sales and marketing expenses is due primarily to our
      efforts to promote and increase awareness of BIOPRO Technology and to expand
      internationally. Included in these expenses for 2004, are approximately $130,000
      to expand and begin operations in Australia and New Zealand.





Also
      included in total sales and marketing expenses for the years ended December
      31,
      2004 are non-cash expenses of $139,599 attributable to compensation paid in
      stock that has been reserved for issuance to the president of our Canadian
      affiliate for his sales and marketing efforts.




**General
      and Administrative Expenses**


General
      and administrative expenses for the year ended December 31, 2005 increased
      to
      $1,808,274 from $1,490,381 for the year ended December 31, 2004. The increase
      of
      $317,893 or 21% over the prior year is representative of the
      following:





Years
                ended
              December
                31,
            
            Increase
                (Decrease) fromG&A-
                US Operations
            
            2005
            
            2004
            
            prior
                yearPersonnel
                costs
            
            $
            839,208
            
            $
            521,961
            
            $
            317,247Facility
                costs and office relocation
            
            
            235,916
            
            
            110,371
            
            
            125,545Legal,
                accounting and investor relations
            
            
            375,931
            
            
            744,128
            
            
            (368,197
            )Office
                supplies and other expenses
            
            
            141,889
            
            
            100,864
            
            
            41,025Charitable
                contributions
            
            
            27,192
            
            
            8,522
            
            
            18,670Subsidiary
                G&A expenses:
              Australia
                G&A
            
            
            85,910
            
            
            4,105
            
            
            81,805SRA
                Marketing G&A
            
            
            102,228
            
            
            430
            
            
            101,798Total
                General and Administrative
            
            $
            1,808,274
            
            $
            1,490,381
            
            $
            317,893


22


G&A-US
      Operations





Personnel
      Costs - The
      increase in personnel costs in the 2005 period over the 2004 period is due
      to
      addition of staff in the areas of information technology, website design, and
      accounting and the related benefits for those positions. Contributing to the
      overall increase also is increased salaries and payroll tax expense accrued
      for
      executive management pursuant to their employment agreements.





Facility
      costs and office relocation - The
      increase in facility costs and office relocation in the 2005 period over the
      2004 period is due to our relocation to one 19,000 square foot facility in
      August 2005. Total relocation costs of approximately $25,000 are included in
      the
      2005 amount.





Legal,
      accounting and investor relations - The
      decrease in legal, accounting and investor relations expense is related to
      non-cash expenses for stock based compensation paid to finance and investor
      relations firms in 2004 of approximately $402,000.





Office
      supplies and other expenses -
      increased in 2005 over 2004 due to increased personnel and other general
      expenses related to supporting our growing business both domestically and
      internationally.





Charitable
      contributions -
      increased in 2005 over 2004 due to higher revenues in the 2005 period. We donate
      0.5% of commissionable US Direct Sales revenues to Childhelp USA.





Subsidiary
      G&A Expenses - The
      increases in general and administrative expenses of our subsidiaries, BIOPRO
      Australasia and SRA Marketing are due to increased personnel, facility costs
      and
      general and administrative needs of their expanding business. Included in these
      expenses for SRA Marketing is compensation in the amount of $66,500 earned
      by
      ROSTCO, a company owned by Steven Page, the minority shareholder of SRA
      marketing, for managing and operating SRA Marketing. See “Certain Relationships
      and Related Transactions.”





**Other
      Income and Expense**


Other
      income and expense for the twelve months ended December 31, 2005 increased
      to
      net expense of $1,815,073 from $921,156 for the twelve months ended December
      31,
      2004. As described in the table below, the expenses in 2005 and 2004 primarily
      represent non-cash expenses related to the Company’s convertible note financings
      and their related derivative liabilities:





Twelve
                months ended
              December
                31,
            
            Increase
              (Decrease)
                from2005
            
            2004
            
            prior
                yearNon-cash
                debt discount and other costs of convertible note
                financings
            
            $
            (1,805,896
            )
            $
            (746,485
            )
            $
            (1,059,411
            )Interest
                expense and deferred financing costs on convertible notes
            
            
            (1,442,530
            )
            
            (173,976
            )
            
            (1,268,554
            )Non-cash
                gain on value of derivative liabilities
            
            
            1,440,723
            
            
            -
            
            
            1,440,723Other
                income and expense, net
            
            
            (7,370
            )
            
            (695
            )
            
            (6,675
            )Total
                other income and expense
            
            $
            (1,815,073
            )
            $
            (921,156
            )
            $
            (893,917
            )





Interest
      expense and deferred financing costs on convertible notes includes penalties
      and
      liquidating damages pursuant to the Convertible Note agreements for not
      complying with certain provisions of the Convertible Note agreements.





Partially
      offsetting these non-cash expenses in the 2005 period is other income of
      $1,440,723 representing a non-cash gain on warrant derivative liabilities during
      the twelve months ended December 31, 2005.





Included
      in other income and expense for the year ended December 31, 2004, are losses
      recorded in connection with our equity investment in FemOne/BioPro Canada of
      $41,086.


23


**Minority
      Interest**


In
      October 2004, we formed SRA Marketing, Inc. as a subsidiary to manage the Direct
      Response Television Shopping marketing channel allowing us to have the ability
      to expand our selling capabilities of our licensed products to a larger target
      market. We own 51% of SRA Marketing, the remaining 49% is held by a company
      owned by Steven Page, the president of FemOne/BIOPRO Canada. The minority
      interest for 2005 and 2004 relative to the 49% minority interest in the income
      of the subsidiary was $8,756 and $38,623, respectively. See "Certain
      Relationships and Related Party Transactions".





In
      October 2004, we began the operations of BIOPRO Australasia Pty Ltd, a
      subsidiary formed as a direct selling company in Australia to market our BIOPRO
      Technology products. We own 90% of BIOPRO Australasia, the remaining 10% is
      held
      by Mr. Kenneth Newton who served as its managing director until April 2005.
      The
      minority interest relative to the loss for 2005 and 2004 has been included
      in
      the consolidated loss for the periods. See "Certain Relationships and Related
      Party Transactions".





**NET
      LOSS**


Loss
      from
      continuing operations for the year ended December 31, 2005 decreased to
      $3,755,077 from $3,138,728 from the year ended December 31, 2004. The overall
      increase in net loss of approximately 20% from 2004 primarily is due to the
      increased other expenses of the convertible debt financing, partially offset
      by
      the overall increase in revenues and gross profits we experienced during 2005
      which was partially offset by the increased operating expenses during 2005.
      Net
      non-cash expenses accounted for 33% and 29% of the Company’s consolidated net
      losses from continuing operations for the twelve months ended December 31,
      2005
      and 2004. Net loss for the twelve months ended December 31, 2005 decreased
      to
      $3,021,674 from $3,138,781 for twelve months ended December 31, 2004. Net loss
      decreased for the aforementioned reasons, partially offset by the net loss
      on
      discontinued operations of BIOPRO Asia (Philippines) for the twelve months
      ended
      December 31, 2005 and 2004 of $115,045 and $0, respectively.




**LIQUIDITY
      AND FINANCIAL CONDITION**


As
      of
      December 31, 2006, we had cash and cash equivalents of $53,613. At December
      31,
      2006, our current liabilities exceeded our current assets by
      $9,465,098.





At
      December 31, 2006, the Company is in default on certain of its obligations
      under
      the 8% Callable Secured Convertible Notes (the “8% Notes”) and 12% Callable
      Secured Convertible Notes (the “12% Notes”) agreements, as it did not make the
      scheduled principal and interest payments, currently does not have an effective
      registration statement covering the underlying shares of common stock available
      for issuance upon conversion of these notes, and does not have a sufficient
      number of authorized but unissued shares to allow for the issuance of up to
      two
      times the number of shares of common stock which are convertible under all
      outstanding convertible notes and exercisable under all outstanding warrants,
      in
      each case as of the date of calculation.





On
      November 16, 2005, the Company received a Notice of Default from our holders
      of
      the 12% convertible notes (“Notice”). The Notice formally advised the Company
      that it is in default on certain obligations under the convertible 12% note
      agreements and called for the immediate payment of the Mandatory Prepayment
      Amount, as defined in the convertible note agreements, and any other sums due
      to
      the note holders at the time of the Notice.  On February 15, 2006, the note
      holders filed a lawsuit against the Company for default under the 8% Notes
      and
      the 12% Notes (collectively the “Notes”) agreements. On March 23, 2006, this
      lawsuit was discontinued without prejudice after the Company amended the Notes
      to make changes to certain terms regarding conversion rate, warrant pricing
      and
      warrant expiration date. These amendments to the Notes did not cure the default.





On
      June
      9, 2006, we filed our Restated and Amended Articles of Incorporation pursuant
      to
      which the number of common shares authorized was increased to 5,000,000,000.
      In
      order to comply with the reserve requirement in the note agreements, we will
      need to obtain shareholder approval to increase the number of authorized shares.
      We will need to prepare a registration statement to register the underlying
      shares upon conversion of the convertible notes. There can be no assurance
      that
      we will come to a satisfactory outcome with our note holders on relieving us
      of
      the obligations under the Notice to allow for us to proceed to take the
      necessary actions to become compliant under the convertible note
      agreements.





The
      12%
      Notes matured between July and October 2006 and the 8% Notes mature on June
      30,
      2008. The Company did not make the required principal payments on the 12% Notes
      of $394,470 due on July 23, 2006, $800,000 due on September 15, 2006 and
      $1,200,000 due on October 12, 2006. Accrued interest was not paid when due
      on
      the 12% Notes, and totals $591,952 at December 31, 2006. Effective with the
      nonpayment of principal or interest, the 12% interest rate became a default
      interest rate of 15%.


24


Under
      the
      8% notes, interest is accrued but is not required to be paid unless the lowest
      intra-day trading price for every trading day within the month is not greater
      than $0.002125. In November and December 2006, this minimum trading condition
      was not met. The required interest payments were not made, thus triggering
      an
      Event of Default as defined under the 8% Note agreements, and triggering an
      increase in the interest rate on the 8% Notes to 10%. Under the terms of the
      Notes, nonpayment of principal or interest would be an event of default and
      under certain conditions, after notice from the holders, could trigger a
      Mandatory Prepayment Amount (as defined in the note agreements) that would
      require us to pay 130% of the principal and interest, and could require payment
      of additional penalties. As of December 31, 2006, we estimate that the Mandatory
      Prepayment Amount under the Notes based on 130% of outstanding principal,
      interest and penalty balances would be approximately $8.1 million. As of March
      30, 2007, we have not received any notice of an event of default due to failure
      to make the required payments at maturity. In the event that the default with
      respect to the 8% notes is cured, the Company will reclassify the non-current
      portion as appropriate at that time. Failure to remedy the events of default
      under the Notes or otherwise relieve us of the obligations under the Notice
      could result in the note holders foreclosing on all of the Company’s
      assets.





In
      order
      to cure the defaults, the Company would need to raise additional capital, file
      a
      registration statement and obtain shareholder approval to increase the number
      of
      authorized shares. Until such time as the Company raises additional capital
      it
      will not be able to file the registration statement. The company will attempt
      to
      obtain shareholder consent from more than 50% of the voting shares without
      a
      formal shareholder meeting, however, in the event this is not possible, then
      the
      company would need to undertake the expense of holding a shareholder meeting.
      A
      shareholder meeting is contingent upon, among other things, raising additional
      capital.





Based
      on
      currently available cash resources, we will need to raise additional funds
      to
      provide adequate working capital for us to make the required payments to the
      note holders, continue to operate and pursue our expansion and marketing plans.
      Our ability to continue as a going concern is dependent upon our success in
      obtaining adequate capital. If we are unable to remedy the default situation
      or
      to raise funds through contemplated sales of our equity or debt securities
      in
      private transactions exempt from registration under applicable federal and
      state
      securities laws, we could be forced to cease operations. In order to continue
      as
      a going concern, develop and grow our customer base and revenues, and achieve
      a
      profitable level of operations, we will need, among other things, additional
      capital resources.





Management’s
      plans to obtain such resources include (1) raising additional capital through
      issuance of additional debt or sales of common stock, the proceeds of which
      would be used to pay amounts currently due to note holders, and beyond that
      to
      fund continuing operating working capital requirements and increase marketing
      efforts of all the Company’s product lines; (2) pursuing other possible
      additional capital resources through joint venture, merger or acquisition or
      other strategic alliances; and (3) preserving our cash resources by attracting
      and retaining employees and supplementing their pay with incentive stock
      options. There can be no assurance that management will be able to accomplish
      any of the foregoing.





During
      the years ended December 31, 2006 and 2005, the Company’s cash activities were
      as follows:




2006
            
            2005Cash
                used in operating activities
            
            $
            (279,271
            )
            $
            (1,331,778
            )Cash
                used in discontinued operations
            
            
            (90,191
            )
            
            (223,402
            )Cash
                used for capital acquisitions
            
            
            (99,018
            )
            
            (166,984
            )Cash
                provided by financing activities
            
            
            213,867
            
            
            1,289,594Effect
                of change in currency on cash
            
            
            7,607
            
            
            12,721Net
                decrease in cash
            
            $
            (247,006
            )
            $
            (419,849
            )





During
      the year ended December 31, 2006, cash provided by financing activities was
      from
      loans from related parties and a loan from a third party. During the year ended
      December 31, 2005, cash provided by financing activities was primarily from
      the
      sale of 8% Callable Convertible Promissory Notes and Warrants.


25


**Convertible
      Notes**





On
      June
      30, 2005, we sold 8% Callable Convertible Notes and 44,000,000 common stock
      purchase warrants to four accredited investors for aggregate gross proceeds
      of
      $1,500,000 (the “8% Notes”). These same investors previously purchased three
      tranches of 12% Callable Secured Convertible Notes and 9,000,000 common stock
      purchase warrants from us for aggregate gross proceeds of $3,000,000 (the “12%
      Notes”) between July and October 2004.





The
      12%
      Notes expired two years from the date of issuance and, at the option of the
      investors, and under the original terms of the note agreements, were convertible
      into shares of our common stock at a conversion price equal to the lower of
      (1)
      the Applicable Percentage, as defined in the notes (50%), times the average
      of
      the three lowest intraday trading prices for our company's common stock as
      quoted by the Over the Counter Bulletin Board (“OTCBB”) during the twenty
      trading days prior to the date of conversion, or (2) a fixed price of $0.75
      per
      note. The 12% Notes accrue interest at the rate of 12% per year and interest
      payments are due quarterly.  Any amount of principal or interest which is
      not paid when due carries interest at the rate of 15%. In the event of a default
      on any of the notes, the investors may elect to demand that we pay them 130%
      of
      the principal and accrued interest and penalties owed on all notes. Until such
      time as they are converted or repaid, the 12% Notes are secured by a first
      lien
      upon all of our assets under a Security Agreement. Our obligations under the
      12%
      Notes are further guaranteed by a Guarantee and Pledge Agreement with our
      principal officers, who have pledged 50% of their individual stock holdings
      as
      collateral for the note obligations. In connection with the issuance of the
      12%
      Notes, we issued 9,000,000 stock purchase warrants, at an exercise price of
      $0.37 per share with a five year term.





The
      8%
      Notes expire three years from the date of issuance and under the original terms
      of the note agreements were convertible into shares of our common stock at
      a
      conversion price equal to the lower of (1) the Applicable Percentage, as defined
      in the notes (50%), times the average of the three lowest intraday trading
      prices for our company’s common stock as quoted by the OTCBB during the twenty
      trading days prior to the date of conversion, or (2) a fixed price of $0.40.
      Until such time as they are converted or repaid, the 8% Notes are secured
      together with the 12% Notes, described below, by a first lien upon the assets
      of
      our company under a Security Agreement covering all of our company’s tangible
      and intangible assets. Our obligations under the 12% Notes are further
      guaranteed by a Guarantee and Pledge Agreement with the principal officers
      of
      our company, who have pledged 50% of their individual stock holdings as
      collateral for the convertible note obligations. In connection with the issuance
      of the 8% Notes, our company issued 44,000,000 stock purchase warrants, at
      an
      exercise price of $0.25 per share with a five year term.





On
      March
      23, 2006, we entered into an amendment to the 8% and 12% Notes to amend the
      conversion price equal to the lesser of $0.40 and (ii) the Variable conversion
      price, as defined in the notes. The Applicable Percentage as such term is
      defined in the Notes was (i) amended to be 40%. On March 31, 2006, we entered
      into an amendment to amend the warrants issued in connection with underlying
      the
      8% and 12% Notes to provide for an exercise price of: (i) $0.06 per share with
      respect to 17,666,667 warrants; (ii) $0.15 per share with respect to 17,666,667
      warrants; (iii) $0.20 per share with respect to 17,666,667. The term of the
      warrants was extended to March 31, 2011.





Under
      the
      terms of the 12% Notes we were required to register the common stock underlying
      the notes and warrants within 120 days of executing the agreements. The
      Registration Statement on Form SB-2 was declared effective on September 9,
      2004
      registering 75,167,857 shares of common stock underlying the 12% Notes and
      warrants. To date, all of the shares registered under this registration
      statement in connection with the conversion of convertible notes have been
      issued to the holders of the Notes. There was no further registration statement
      filed to register additional shares issuable upon conversion of the outstanding
      balance of the 12% Notes, as was required under the agreements. For every month
      that the Company did not have in place an effective registration statement,
      a
      penalty of 2% per month on the outstanding principal balance is payable. Based
      on our current stock price, it is necessary for us to file a registration
      statement to register additional shares to allow for conversion under the 12%
      Notes and exercise of the warrants as early as possible after we have obtained
      shareholder approval to file an amendment to our Articles of Incorporation
      to
      increase our authorized number of shares.





Under
      the
      terms of the 8% Notes, we are required to register the common shares underlying
      the notes and warrants within thirty-days of receipt of a request for
      registration from the note holders. Through March 30, 2007, we have not received
      this request.





Under
      the
      terms of both the 12% Notes and 8% Notes (collectively referred to as the
“Notes”), together with our the ancillary agreements we are required to maintain
      a sufficient number of authorized but unissued shares to allow for the issuance
      of up to two times the number of shares of common stock which are convertible
      under all outstanding convertible notes and exercisable under all outstanding
      warrants, in each case as of the date of calculation. During 2005 and 2006,
      there were certain months when this requirement was not met. Under the
      agreements, the Company owes 3% of the outstanding principal and interest
      balances of the Notes for every month in which it failed to comply. The
      conversion price to be used in making such calculation is the average of the
      three lowest intra-day trading prices for our stock during the preceding twenty
      trading days. Based upon the conversion price of our common stock on March
      30,
      2007, the total number of shares which we are required to have on reserve
      against the conversion of the Notes and exercise of the warrants is
      15,000,000,000 shares, which is greater than the number of authorized shares
      of
      common stock which we currently have available to us.




Amounts
      accrued for the 2% penalty and the 3%
      liquidating damages, totaled $2,040,528 and $802,322 at December 31, 2006 and
      2005, respectively.


26


In
      an
      effort to have sufficient shares of common stock necessary to fulfill our
      contractual obligations under the 8% Notes and the 12% Notes as well as to
      have
      authorized shares of stock available for any possible subsequent financings
      and/or acquisitions, we will attempt to get shareholder approval to increase
      our
      authorized shares of common stock from five billion shares of common stock
      to at
      least twenty billion .





As
      of
      December 31, 2006, we have convertible notes outstanding with an outstanding
      principal balance of $3,441,833, accrued interest payable and accrued penalty
      and liquidated damages related to these notes of $773,936 and $2,040,528,
      respectively. Based on the default described above the related principal balance
      and related unamortized debt discount are reclassified as current as of December
      31, 2006.




**ITEM
      7. FINANCIAL STATEMENTS**





All
      financial information required by this item is attached at the end of this
      report beginning on page F-1 and is hereby incorporated by
      reference.


Report
                of Independent Registered Public Accounting Firm
            F-1Consolidated
                Balance Sheets
            F-3Consolidated
                Statements of Operations
            F-4Consolidated
                Statement of Stockholders' Equity (Deficit)
            F-5Consolidated
                Statements of Cash Flows
            F-6Notes
                to Consolidated Financial Statements
            F-7




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





None
      -
      Not Applicable.




**ITEM
      8A. CONTROLS AND PROCEDURES**





An
      evaluation was performed under the supervision and with the participation of
      our
      executive management, including our Chief Executive Officer/Chief Financial
      Officer and our President, of the effectiveness of the design and operation
      of
      our disclosure controls and procedures. This evaluation was performed within
      90
      days before the filing of this annual report. Based on that evaluation, our
      executive management, including our CEO and CFO and our President, concluded
      that our disclosure controls and procedures were ineffective as explained more
      fully below. Disclosure controls and procedures mean the controls and other
      procedures that we have implemented and which are designed to ensure that the
      information required to be disclosed by us in the reports we file or submit
      under the Securities Exchange Act of 1934, as amended, (A) is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms prescribed by the Securities and Exchange Commission, and (B)
      is
      accumulated and communicated to our management, including our Chief Executive
      Officer/Chief Financial Officer and our President to allow timely decisions
      on
      required disclosure. In addition, there were no changes in our internal controls
      over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the
      Securities Act of 1934, as amended) during the fiscal quarter ended December
      31,
      2006 which have materially affected, or are reasonably likely to materially
      affect, the internal controls over financial reporting which we have
      implemented.





The
      company has identified the following significant deficiencies that constitute
      material control weaknesses:


·
              An
                  ineffective internal control environment due
                  to:
 
 ·
              Lack
                  of sufficient personnel to maintain an appropriate accounting and
                  financial organizational structure to support activities of the
                  company.
 
 ·
              Lack
                  of separate audit committee and lack of a majority of outside directors
                  on
                  the Company’s board of directors, resulting in ineffective oversight in
                  the establishment and monitoring of internal
                  controls.
 
 ·
              Lack
                  of timely execution of contracts and lack of contract management
                  controls
                  to ensure compliance with critical
                  terms.
  These
      control failures constitute material weaknesses because we believe there is
      more
      than a remote likelihood that misstatements could occur that would result in
      material misstatements in the financial statements that would not have been
      prevented or detected.





Steps
      that the company intends to take to remediate the weaknesses include more
      supervision by senior management over the accounting staff, more detailed and
      timely reporting to senior management of financial results, increased training
      of staff and consideration of software enhancements to improve the efficiency
      and accuracy of financial data accumulation.


27


**PART
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT.**





Our
      executive officers and directors, and their respective ages as of March 31,
      2007, are as follows:




Name
            Age
            PositionRay
                W. Grimm, Jr.
            61
            Chief
                Executive Officer Acting Chief Financial Officer and
                DirectorAlfred
                Hanser
            35
            President,
                Secretary and DirectorJoseph
                V. Caracciolo
            61
            Director





Below
      are
      brief descriptions of the background and business experience for the past five
      years of each of our directors.





Mr.
      Grimm
      founded FemOne (now known as ACTIS Global Ventures, Inc.) in March 2002 and
      has
      served as its Chief Executive Officer and a Director since inception. From
      September 1999 to March 2002, Mr. Grimm worked as a Direct Sales industry
      consultant, and assisted in the launch of Orenda International, a Direct Sales
      nutritional distribution company. From 1989 to 1999, Mr. Grimm was the President
      of Body Wise International, a company engaged in the distribution of nutritional
      products. Since November 2005, Mr. Grimm has served as a director of Dickie
      Walker Marine, a publicly traded company, (OTCBB:DWMAC). Mr. Grimm is president
      of the California State Board of Childhelp USA.





Mr.
      Alfred Hanser has served as our President, Secretary and a Director since July
      2002. From 1999 to June 2002, Mr. Hanser was self-employed in the area of
      distribution of consumer products, and during this time he co-founded a European
      medical device distribution company. From 1997 to 1998, Mr. Hanser was employed
      by ZS Associates, a Chicago-based consulting firm. Mr. Hanser holds Magna Cum
      Laude degrees in Organizational Behavior, Business Policy and International
      Business from Southern Methodist University (Dallas, TX).





Mr.
      Caracciolo has been a director since September 2004. From 1976 to present,
      Mr.
      Caracciolo has formed and has been the principal of numerous real estate
      acquisition, development and sales companies. Since 1991 he has served as
      president of JVC Properties NM, Inc., and since 1997 has served as director
      of
      business development for Rancho Residential LLC.





**TERM
      OF OFFICE**


Our
      directors are elected for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT**


Section
      16(a) of the Exchange Act requires our executive officers and directors, and
      persons who beneficially own more than ten percent of our equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission. Officers, directors and greater than ten percent
      shareholders are required by SEC regulation to furnish ACTIS Global Ventures,
      Inc. with copies of all Section 16(a) forms they file. Based on our review
      of
      Forms 3 and 4, and amendments thereto furnished to us under Rule 16a-3(e) during
      the fiscal year ended December 31, 2006, we believe that during the year ended
      December 31, 2006, our executive officers, directors and all persons who own
      more than ten percent of a registered class of our equity securities complied
      with all Section 16(a) filing requirements, except Mr. Caracciolo did not timely
      file a Form 4.


28


**ITEM
      10. EXECUTIVE COMPENSATION.**





**SUMMARY
      COMPENSATION TABLE**


The
      table
      below summarizes all compensation awarded to, earned by, or paid to Ray Grimm
      and Alfred Hanser, comprising all of the directors and executive officers of
      ACTIS Global Ventures, Inc. (our “named executive officers”) for all services
      rendered to us in all capacities for the current fiscal year.




Name
                & Principal Position
            Year
            Salary
                $ (1)
            Bonus
                $
            Stock
                Awards $
            Option
                Awards $
            Non-Equity
                Incentive Plan Compensation $
            Change
                in Pension Value and Non-Qualified Deferred Compensation Earnings
                $
            All
                Other Compensation
            Total
                $Ray
                W. Grimm, Jr.
              Chief
                Executive Officer
              and
                Chief Financial Officer
            2006
            $170,400
            $77,964
            0
            0
            0
            0
            0
            $248,3642005
            $150,000
            $58,350
            0
            0
            0
            0
            0
            $208,350Alfred
                Hanser
              President
                and Secretary
            2006
            $150,000
            $132,610
            0
            0
            0
            0
            0
            $282,6102005
            $144,000
            $72,351
            0
            0
            0
            0
            0
            $216,351





1)
      The
      annual salary column above represents salaries paid and accrued for the years
      ended December 31, 2006, and 2005, respectively, for each of Mr. Grimm and
      Mr.
      Hanser.





a).
      Mr.
      Grimm’s annual salary was adjusted in 2006 to $156,000 from $150,000 pursuant to
      the terms of our employment agreement with Mr. Grimm, and $14,400 for his
      services to SRA Marketing. During 2004, Mr. Grimm deferred payment of $71,500
      of
      salaries. Between July and October, 2004, Mr. Grimm was repaid a total of
      $169,484 of deferred salaries for 2004 and prior years. During 2005, Mr. Grimm
      deferred his monthly increase per his employment agreement in aggregate of
      $18,000. On December 21, 2005, Mr. Grimm agreed to convert net deferred salary
      of $15,000 into shares of common stock. On March 17, 2006, 1,500,000 shares
      of
      common stock were issued to Mr. Grimm related to this agreement. As of December
      31, 2006, our balance due to Mr. Grimm for deferred salaries is $108,827.
      Pursuant to the employment agreement, Mr. Grimm earns a bonus on monthly sales.
      In October 2006, Mr. Grimm was paid $9,800 of his accrued bonus from prior
      years. As of December 31, 2006, Mr. Grimm has accrued bonus due of $126,451.





b).
      Mr.
      Hanser’s annual salary was adjusted in 2006 to $132,000 under his employment
      agreement plus additional compensation from SRA of $18,000 for his services
      to
      SRA Marketing. During 2004, Mr. Hanser deferred payment of $58,500 of salaries.
      Between July and October, 2004, Mr. Hanser was repaid a total of $135,390 of
      deferred salaries for 2004 and prior years. In April 2005, Mr. Hanser was repaid
      a total of $17,500 of deferred salaries through the issuance of common stock
      for
      the net after tax amount of $15,555. During 2005, Mr. Hanser deferred his
      monthly increase per his employment agreement in aggregate of $18,000. In March
      2006, Mr. Hanser was paid $31,610 for deferred salaries of prior years. As
      of
      December 31, 2006, our balance due to Mr. Hanser for deferred salaries is
      $44,750. Pursuant to his employment agreement, Mr. Hanser earns a bonus on
      monthly sales. Between March and April 2006, Mr. Hanser was paid $55,530 in
      cash
      for payment of prior years’ bonus. On March 17, 2006, 2,500,000 shares of common
      stock were issued to Mr. Hanser to convert net deferred bonus of $25,000 into
      shares of common stock. As of December 31, 2006, Mr. Hanser has accrued bonus
      due of $57,332.  Mr.
      Hanser’s bonus includes compensation earned from SRA Marketing of $54,646 and
      $14,001 for 2006 and 2005, respectively.





**STOCK
      AWARDS AND STOCK OPTION GRANTS**


We
      did
      not grant any stock awards or stock options to our named executive officers
      during our fiscal years ended December 31, 2006 or 2005. We have also not
      granted any stock options to our named executive officers since December 31,
      2004. No executive officer had any outstanding stock options during 2006 or
      2005.


29


**EXERCISES
      OF STOCK OPTIONS AND YEAR-END OPTION VALUES**


No
      stock
      options were exercised by our named executive officers during the fiscal year
      ended December 31, 2006 or 2005. No stock options have been exercised by our
      named executive officers since December 31, 2004.





**EMPLOYMENT
      AGREEMENTS**


The
      Company has employment agreements with our executive officers, Mr. Ray W. Grimm,
      Jr. and Mr. Alfred Hanser. The agreements were executed in June 2002 for Mr.
      Grimm, and July 2002 for Mr. Hanser. Each agreement is for an initial (5) year
      term with automatic one year renewals unless otherwise terminated by either
      ACTIS Global Ventures, Inc. or the applicable executive. If either executive
      is
      terminated without cause, or is terminated within twelve months of a change
      of
      control of the Company, in both cases as defined in the agreement, they are
      entitled to two years salary, plus twenty-four months of accrued bonus based
      on
      the average monthly bonus of the previous six months immediately prior to
      termination.




**DIRECTOR
      COMPENSATION**


The
      following table sets forth with respect to the named director, compensation
      information inclusive of equity awards and payments made in the year end
      December 31, 2006. All option awards were granted from our 2005 Incentive Stock
      Plan, as amended.


Name
              Fees
                  Earned or Paid in Cash
                ($)
              Stock
                  Awards
                ($)
              Option
                Awards
                  ($)
              Non-Equity
                  Incentive Plan Compensation ($)
              Change
                  in Pension Value and Nonqualified Deferred Compensation Earnings
              All
                  Other Compensation
                ($)
              Total
                ($)Joseph
                  V. Caracciolo
              0
              $4,100
              0
              0
              0
              0
              $4,100


Mr.
      Caracciolo has served on our Board of Directors since September 2004. Mr.
      Caracciolo’s total compensation for his service on the Board of Directors has
      been his initial grant of 100,000 shares of stock in 2006 valued at $4,100.
      Mr.
      Grimm and Mr. Hanser are both members of our Board of Directors. They receive
      no
      compensation for this service.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**





The
      following table sets forth certain information concerning the number of shares
      of our common stock owned beneficially as of March 30, 2007 by: (i) each person
      (including any group) known to us to own more than five percent (5%) of any
      class of our voting securities, (ii) each of our directors and named executive
      officers, and (iii) all of our officers and directors as a group. Unless
      otherwise indicated, the shareholders listed below possess (or would possess)
      sole voting and investment power with respect to the shares
      indicated.




**Title
                of Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Amount
                and Nature**
              **of
                Ownership**
            
            **Percent
                of**
              **Class(3)**Common
                Stock
            
            Ray
                W. Grimm, Jr.(1)
            
            66,905,836
            
            21.6%Common
                Stock
            
            Alfred
                Hanser(1)(2)
            
            11,379,975
            
            3.7%Common
                Stock
            
            Joseph
                V. Caracciolo(1)
            
            1,254,260
            
            .4%Common
                Stock
            
            Total
                Officers and Directors as a Group (three persons)
            
            79,540,071
            
            25.72%





(1)
            The
                address for Mr. Grimm, Mr. Hanser and Mr. Caracciolo is 1905 Aston
                Avenue,
                Suite 101, Carlsbad, California, 92008.(2)
            Includes
                3,000,000 shares of stock held indirectly but for which Mr. Hanser
                maintains voting control through a voting trust.(3)
            Based
                on 309,285,122 shares outstanding as of March 30,
                2007.





It
      is
      believed by us that all persons listed above have full voting and investment
      power with respect to the shares indicated. Under the rules of the Securities
      and Exchange Commission, a person (or group of persons) is deemed to be a
“beneficial owner” of a security if he or she, directly or indirectly, has or
      shares the power to vote or to direct the voting of such security, and/or the
      power to dispose of or to direct the disposition of such security. Accordingly,
      more than one person may be deemed to be the beneficial owner of the same
      security. A person is also deemed to be a beneficial owner of any security
      which
      that person has the right to acquire within 60 days from the date this report
      is
      filed (such as through the exercise of options or warrants to purchase our
      common stock).


30


**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**





Except
      as
      disclosed below, none of the following parties has, since our date of
      incorporation, had any material interest, direct or indirect, in any transaction
      with us or in any presently proposed transaction that has or will materially
      affect us:





·
            any
                of our directors or executive officers·
            any
                person proposed as a nominee for election as a director·
            any
                person who beneficially owns, directly or indirectly, shares carrying
                more
                than 10% of the voting rights attached to our outstanding shares
                of common
                stock·
            any
                of our promoters·
            any
                relative or spouse of any of the foregoing persons who lives at the
                same
                address as such person





**STOCK
      PURCHASE AGREEMENT**


In
      August
      2003, Ray W. Grimm, Jr. and Alfred Hanser entered into a Stock Purchase
      Agreement where they acquired, in a private transaction, 5,000,000 shares of
      the
      outstanding stock of New Paltz Capital Corporation together with stockholder
      loans in the amount of $47,000 for an aggregate purchase price of $279,350.
      On
      September 1, 2003 the Board of Directors declared a 6 for 1 stock dividend
      resulting in Mr. Grimm owning 17,142,000 shares and Mr. Hanser owning 12,858,000
      shares. In connection with the finalization of the merger with FemOne
      California., a total of 9,586,165 of these shares were retired such that Mr.
      Grimm owned 9,416,382 shares of our common stock and Mr. Hanser owned 7,060,227
      shares of our common stock following the transaction. In the allocation of
      these
      shares, Mr. Grimm received 431,307 shares and Mr. Hanser received 323,356 shares
      of our common stock, bringing their total ownership at the time of the merger
      to
      9,847,689 and 7,383,583 shares, respectively.





**SUBLICENSE
      AGREEMENT WITH ALFRED HANSER**


In
      May
      2002, FemOne (now known as ACTIS Global Ventures, Inc.) entered into a
      sublicense agreement with Alfred Hanser for the exclusive right to distribute
      CHANNOINE® Cosmetics products through Direct Sales and network marketing in the
      United States, Canada and Mexico. In exchange for this sublicense, FemOne issued
      shares of common stock equivalent to the cost of the license agreement which
      was
      $216,667. The sublicense agreement is effective for an initial term of five
      years, and includes five consecutive options to extend the term for additional
      five year periods (for a total term of thirty years), for no additional
      consideration. The shares of common stock underlying this agreement were issued
      by the privately held FemOne California. In connection with the merger
      transaction, Mr. Hanser received 323,356 shares of common stock for his
      percentage of holdings in the California corporation on the date of the merger
      and his participation in the prorated share allocation of 1,000,000 shares
      to
      the California shareholders. In December 2004, Mr. Hanser transferred the rights
      to the Direct Response Television Shopping channel to the Company.





**STOCKHOLDER
      LOANS**


From
      time
      to time, Mr. Grimm and Mr. Hanser have provided unsecured loans to us pursuant
      to unsecured Promissory Notes. Such loans accrue interest at a rate of 8% per
      annum. On December 21, 2005, Mr. Grimm and Mr. Hanser agreed to convert their
      outstanding shareholder loans into common stock. As of December 31, 2005, our
      obligations to Mr. Grimm and Mr. Hanser for the principal and accrued interest
      on these stockholder loans was $411,733 and $3,069, respectively. On March
      17,
      2006, the Company issued 41,173,265 shares to Mr. Grimm and 306,875 shares
      to
      Mr. Hanser as payment for these shareholder loans. The Company has no further
      obligation under these loans. However, during 2006, Mr. Grimm loaned the Company
      $93,000, of which, at December 31, 2006, the Company was indebted to Mr. Grimm
      in the amount of $35,000 for a non-interest bearing loan due on
      demand.





In
      September 2006, an entity affiliated with Mr. Joseph Caraciolo, a member of
      our
      Board of Directors and a stockholder, loaned the company a total of $100,000
      in
      two separate loans. At December 31, 2006, both loans plus accrued interest
      of
      $608 had been repaid.





In
      November 2006, Mr. Page made a $38,016 loan to SRA marketing at 8% interest.
      This loan is payable on demand subject to available cash funds.





**FEMONE/BIOPRO
      CANADA**


In
      May
      2002, we assigned the Canadian distribution rights to all of FemOne’s products
      which were eligible for sale in Canada, in exchange for 38.75% of the total
      ownership interests in FemOne Canada, Inc., (“FemOne/BioPro Canada). In July
      2003, this agreement was amended to decrease the portion of our ownership to
      30%. The agreement provides that we supply Canada with inventory and marketing
      aids at a price equal to cost. For the years ended 2006 and 2005, we recorded
      sales to Canada for their inventory purchases of $316,256 and $146,333,
      respectively. The agreement also called for compensation in the form of stock
      for certain consulting services related to sales and marketing efforts by the
      President of FemOne Canada. The Company has reserved for issuance 448,513 shares
      of our common stock pursuant to this agreement. The Company has no further
      obligation to compensate Mr. Page with shares of its common stock under this
      agreement. In December 2004, the agreement was amended to increase our portion
      of ownership to 38.75% for nominal consideration.





In
      August
      2004, FemOne/BIOPRO Canada formed a division to market certain of our licensed
      products through the direct response television marketing channel in Canada.
      We
      provided assistance in the form of a shareholder loan in the amount of $35,646
      to FemOne/BIOPRO Canada for inventory purchases. Between January and June 2005,
      all of this loan was repaid.


31


**BIOPRO
      AUSTRALASIA, PTY, LTD.**


In
      October 2004, we formed a subsidiary, BIOPRO Australasia Pty Ltd, an Australian
      company, to expand our operations into the direct selling markets of Australia
      and New Zealand. We own 90% of BIOPRO Australasia, the remaining 10% is owned
      by
      Mr. Kenneth Newton, the former managing director of BIOPRO
      Australasia.





**SRA
      MARKETING, INC.**


In
      December 2004, we formed a subsidiary, SRA Marketing, Inc. to market our
      licensed products in the United States through Direct Response Television
      Marketing. We own 51% of SRA Marketing, the remaining 49% is owned by ROSTCO,
      a
      private company owned by Mr. Steven Page, president of our affiliate,
      FemOne/BIOPRO Canada. Mr. Page provides management services in exchange for
      a
      small management fee. To assist SRA Marketing with its initial inventory
      requirements, loans were provided by FemOne, and ROSTCO, a private company
      owned
      by Steven Page. Currently, we are negotiating definitive shareholders and
      long-term management agreements with ROSTCO, as well as finalizing a written
      distribution and licensing agreement to memorialize the terms of our current
      understanding with it and Mr. Page. However, as of the date of this Report,
      those Agreements are not yet in effect.





**CHANNOINE
      LLC** .


Mr.
      Alfred Hanser, who serves as a member of our Board of Directors, is President
      of
      the Company, and the sublicensor of our distribution rights for the Channoine
      product line, also serves as General Manager of Channoine LLC, a position he
      already held (and ACTIS was aware of) before joining ACTIS (formerly FemOne,
      Inc.) in 2002. Channoine LLC has been the official importer of record for all
      CHANNOINE products in North America since 1999 and it is listed as such on
      CHANNOINE product packaging. As such, beginning in the fourth quarter of
      2006, SRA Marketing began ordering and paying for inventory purchases directly
      through Channoine LLC, rather than through the Channoine parent company in
      Europe (Channoine Cosmetics AG, or CCAG) as had previously been the case. Total
      payments made by SRA Marketing in 2006 to Channoine LLC were $216,986. Channoine
      LLC pays CCAG for any North American inventory purchases.





**FAMILY
      RELATIONSHIP**


Since
      November 2003, certain members of Mr. Grimm's immediate family received
      compensation from the Company. During the years ended December 31, 2006 and
      2005, they were paid commissions of $226,635 and $206,577,
      respectively.




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K.******




Exhibit
                No.
            Description2.1
            Agreement
                and Plan of Reorganization dated October 15, 2003 between the Registrant,
                FemOne, Inc. (California) and the Shareholders of FemOne, Inc.
                (California) (4)3.1
            Articles
                of Incorporation of New Paltz Capital Corp. dated March 14, 2000
                (1)3.2
            Certificate
                of Amendment of Articles of Incorporation dated October 2, 2003
                (3)3.3
            Amended
                and Restated Articles of Incorporation dated September 23, 2004
                (8)4.1
            Form
                of Share Certificate (1)10.1
            Executive
                Employment Agreement dated June 1, 2002 between the Registrant and
                Ray W.
                Grimm, Jr. (7)10.2
            Executive
                Employment Agreement dated July 1, 2002 between the Registrant and
                Alfred
                Hanser (7)10.3
            Promissory
                Note dated May 1, 2002 between FemOne, Inc. and Ray W. Grimm, Jr.
                (7)10.4
            Promissory
                Note dated May 1, 2002 between FemOne, Inc. and Alfred Hanser
                (7)10.5
            Distribution
                Agreement dated February 8, 2002 between Alfred Hanser and Channoine
                Cosmetics AG Liechtenstein (7)10.6
            Distribution
                Sublicense Agreement dated May 1, 2002 between FemOne, Inc. and Alfred
                Hanser (7)10.7
            Distribution
                Agreement dated February 1, 2004 between the Registrant and Energy
                Transfer Corporation (7)10.8
            Securities
                Purchase Agreement dated July 23, 2004 between the Registrant, AJW
                Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and
                New
                Millennium Capital Partners II, LLC (7)10.9
            Callable
                Secured Convertible Note dated July 23, 2004 for the principal amount
                of
                $216,000 entered into by the Registrant for the benefit of AJW Partners,
                LLC (7)10.10
            Callable
                Secured Convertible Note dated July 23, 2004 for the principal amount
                of
                $396,000 entered into by the Registrant for the benefit of AJW Offshore,
                Ltd. (7)10.11
            Callable
                Secured Convertible Note dated July 23, 2004 for the principal amount
                of
                $552,000 entered into by the Registrant for the benefit of AJW Qualified
                Partners, LLC (7)10.12
            Callable
                Secured Convertible Note dated July 23, 2004 for the principal amount
                of
                $36,000 entered into by the Registrant for the benefit of New Millennium
                Capital Partners II, LLC (7)10.13
            Stock
                Purchase Warrant dated July 23, 2004 for the purchase of up to 648,000
                shares of the Registrant’s common stock entered into by the Registrant for
                the benefit of AJW Partners, LLC
                (7)


32





10.14
            Stock
                Purchase Warrant dated July 23, 2004 for the purchase of up to 1,188,000
                shares of the Registrant’s common stock entered into by the Registrant for
                the benefit of AJW Offshore Ltd (7)10.15
            Stock
                Purchase Warrant dated July 23, 2004 for the purchase of up to 1,656,000
                shares of the Registrant’s common stock entered into by the Registrant for
                the benefit of AJW Qualified Partners LLC (7)10.16
            Stock
                Purchase Warrant dated July 23, 2004 for the purchase of up to 108,000
                shares of the Registrant’s common stock entered into by the Registrant for
                the benefit of New Millennium Capital Partners II, LLC
                (7)10.17
            Registration
                Rights Agreement dated July 23, 2004 between the Registrant, AJW
                Partners,
                LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                Capital Partners II, LLC (7)10.18
            Intellectual
                Property Security Agreement dated July 23, 2004 between the Registrant,
                AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC
                and New
                Millennium Capital Partners II, LLC (7)10.19
            Guaranty
                and Pledge Agreement dated July 23, 2004 between the Registrant,
                Alfred
                Hanser, AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners,
                LLC
                and New Millennium Capital Partners II, LLC (7)10.20
            Guaranty
                and Pledge Agreement dated July 23, 2004 between the Registrant,
                Ray W.
                Grimm, Jr., AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified
                Partners,
                LLC and New Millennium Capital Partners II, LLC (7)10.21
            Security
                Agreement dated July 23, 2004 between the Registrant, AJW Partners,
                LLC,
                AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium
                Capital
                Partners II, LLC (7)10.22
            Distribution
                and Sublicense Agreement between Alfred Hanser and the
                Registrant(7)10.23
            Securities
                Purchase Agreement dated June 30, 2005 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd and AJW Partners, LLC (9)10.24
            Form
                of Callable Secured Convertible Note dated June 30, 2005
                (9)10.25
            Form
                of Stock Purchase Warrant dated June 30, 2005 (9)10.26
            Registration
                Rights Agreement dated June 30, 2005 by and among the Company and
                New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd and AJW Partners, LLC (9)10.27
            Intellectual
                Property Security Agreement dated June 30, 2005 by and among the
                Company
                and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC,
                AJW Offshore, Ltd and AJW Partners, LLC (9)10.28
            Security
                Agreement dated June 30, 2005 by and among the Company and New Millennium
                Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
                Ltd
                and AJW Partners, LLC (9)10.29
            Guaranty
                and Pledge Agreement dated June 30, 2005 by and among the Company
                and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
                AJW
                Offshore, Ltd and AJW Partners, LLC (9)10.30
            Amendment
                to 8% and 12% Callable Secured Promissory Notes by and among the
                Company
                and New Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC,
                AJW Offshore, Ltd and AJW Partners, LLC (10)10.31
            Amendment
                to Stock Purchase Warrants by and among New Millennium Capital Partners
                II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd and AJW Partners,
                LLC (10)10.32
            Promissory
                Note Dated October 19, 2006 between the Company and Sujon Limited
                (12)10.33
            Amendment
                to Promissory Note Dated October 19, 2006 between the Company and
                Sujon
                Limited (14)10.34
            Second
                Amendment to Promissory Note Dated October 19, 2006 between the Company
                and Sujon Limited (14)16.1
            Letter
                on change in certifying accountant dated September 30, 2002 from
                Morgan
                & Company (2)16.2
            Letter
                on change in certifying accountant dated February 17, 2004 from Dohan
                & Company (5)16.3
            Letter
                on change in certifying accountant dated March 17, 2004 from Amisano
                Hanson, Chartered Accountants (6)16.4
            Letter
                on change in certifying accountant dated March 20, 2004 from Dohan
&
                Company (6)16.5
            Letter
                on change in certifying accountant dated December 6, 2006 from Peterson
                & Co., LLP (13)31.1
            Certification
                by Chief Executive Officer and Chief Financial Officer, required
                by Rule
                13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002(15)32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Filed
                herewith)(15)




33


(1)
              Filed
                  as an exhibit to the Registrant's registration statement on Form
                  SB-2
                  originally filed on November 13, 2001 and as amended on January
                  24, 2002
                  and February 12, 2002.(2)
              Filed
                  as an exhibit to a Form 8-K filed on October 3, 2002.(3)
              Filed
                  as an exhibit to a Form 8-K filed on October 3, 2003.(4)
              Filed
                  as an exhibit to a Form 8-K/A on October 27, 2003.(5)
              Filed
                  as an exhibit to a Form 8/K filed on February 23, 2004.(6)
              Filed
                  as an exhibit to a Form 8-K/A on March 24, 2004.(7)
              Filed
                  as an exhibit to the Registrant’s registration statement on Form SB-2
                  filed on September 9, 2004.(8)
              Filed
                  as an exhibit to Form 10-QSB filed on November 15, 2004(9)
              Filed
                  as an exhibit to Form 8-K filed November 21, 2005(10)
              Filed
                  as an exhibit to Form 8-K filed March 29, 2006(11)
              Filed
                  as an exhibit to Form 8-K filed April 6, 2006(12)
              Filed
                  as an exhibit to Form 8-K filed October 26, 2006(13)
              Filed
                  as an exhibit to Form 8-K/A filed December 6, 2006(14)
              Filed
                  as an exhibit to Form 8-K filed February 22, 2007(15)
              Filed
                  as an exhibit to this Report on Form
                  10-KSB


**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      company has appointed Squar, Milner, Peterson, Williamson & Miranda, LLC
      (Squar Milner) to serve as its independent auditors for the year ended December
      31, 2006. The company used Peterson & Co., LLP prior to its merger into
      Squar Milner, as its independent auditors for the year ended December 31, 2005.
      Services and the related fees were as follows:


2006
            
            2005Audit
                Fees
            
            $
            132,324
            
            $
            69,283Audit
                Related Fees
            
            
            7,672
            
            $
            7,491Tax
                Fees
            
            
            14,806
            
            $
            27,714All
                Other Fees
            
            
            -
            
            
            -


34


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**ACTIS
      GLOBAL VENTURES, INC.**


By:
            /s/ Alfred
                HanserAlfred
                Hanser,
              President,
                Secretary and Director
              Date:
                April,16 2007




By:
            /s/ Joseph
                V.
                CaraccioloJoseph
                V. Caracciolo
              Director
              Date:
                April 16, 2007








In
      accordance with the Securities Exchange Act, this report has been signed below
      by the following persons on behalf of the registrant and in the capacities
      and
      on the dates indicated.







BY: /s/
      Ray W. Grimm, Jr.


Ray
      W.
      Grimm, Jr., Chief Executive Office and Acting Chief Financial
      Officer


(Principal
      Executive Officer)


(Principal
      Financial Officer and Principal Accounting Officer)


Director


Date:
      April 16, 2007


35


**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors and Stockholders of


ACTIS
      Global Ventures, Inc.


Carlsbad,
      California





We
      have
      audited the accompanying consolidated balance sheets of ACTIS Global Ventures,
      Inc. (the “Company”) as of December 31, 2006 and 2005, and the related
      consolidated statements of operations, stockholders' deficit, and cash flows
      for
      the years then ended. These consolidated 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 Public Company
      Accounting Oversight Board (United States).  Those standards require that
      we plan and perform the audit to obtain reasonable assurance about whether
      the
      financial statements are free of material misstatement *.*  The
      Company is not required to have, nor were we engaged to perform, an audit of
      its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An
      audit also includes examining, on a test basis, evidence supporting the amounts
      and disclosures in the financial statements, assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation.  We believe that our 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 ACTIS Global Ventures, Inc. as
      of
      December 31, 2006 and 2005, 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.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company’s recurring losses from operations and working capital
      deficiency raise substantial doubt about its ability to continue as a going
      concern. Management’s plans as to these matters are described in Note 2. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





As
      discussed at Note 3 to the financial statements, the consolidated balance sheet
      as of December 31, 2005, and the consolidated statements of operations and
      cash
      flows for the fiscal year then ended, have been restated.





As
      discussed at Note 4 to the financial statements, the Company changed its method
      of accounting for stock-based compensation, effective January 1, 2006, as a
      result of the adoption of Statement of Financial Accounting Standards No. 123R,
      “Share-Based Payments”.








/s/ Squar,
      Milner, Peterson, Miranda & Williamson, LLP


Squar,
      Milner, Peterson, Miranda & Williamson, LLP





San
      Diego, California


April
      17,
      2007


F-1


**ACTIS
      Global Ventures, Inc.**





**Index
      to Financial Statements**











Consolidated
                Balance Sheets at December 31, 2006 and 2005
            F-3Consolidated
                Statements of Operations for the years ended December 31, 2006 and
                2005
            F-5Consolidated
                Statements of Stockholders’ Deficit for the years ended December 31, 2006
                and 2005
            F-6Consolidated
                Statements of Cash Flows for the years ended December 31, 2006 and
                2005
            F-7Notes
                to the Financial Statements
            F-9


F-2


**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Balance Sheets**


**As
      of December 31, 2006 and 2005**





2006
              
              
              2005**ASSETS**
              
              
              
              
              
              (Restated)Current
                  assetsCash
              
              $
              53,613
              
              $
              300,619Restricted
                  cash deposit
              
              
              10,921
              
              
              -Accounts
                  receivable
              
              
              345,432
              
              
              137,372Notes
                  receivable
              
              
              10,665
              
              
              -Accounts
                  receivable, related party
              
              
              4,096
              
              
              29,195Inventory
              
              
              377,983
              
              
              668,082Inventory
                  deposits
              
              
              100,854
              
              
              118,361Prepaid
                  and other current assets
              
              
              114,012
              
              
              126,433Current
                  assets of discontinued operations
              
              
              -
              
              
              76,008Total
                  current assets
              
              
              1,017,576
              
              
              1,456,070Property
                  and equipmentComputer
                  and office equipment
              
              
              96,852
              
              
              114,960Warehouse
                  equipment
              
              
              43,083
              
              
              13,467Furniture
                  and fixtures
              
              
              115,668
              
              
              29,090Leasehold
                  improvements
              
              
              51,461
              
              
              50,562Software
              
              
              41,250
              
              
              41,250348,314
              
              
              249,329Less:
                  accumulated depreciation
              
              
              (147,499
              )
              
              (67,724
              )Property
                  and equipment, net
              
              
              200,815
              
              
              181,605Other
                  assetsSublicense
                  agreement, net
              
              
              164,667
              
              
              171,167Website
                  development, net
              
              
              -
              
              
              1,232Intellectual
                  property, net
              
              
              29,150
              
              
              39,750Deferred
                  debt issue costs
              
              
              7,935
              
              
              237,172Deposits
              
              
              172,676
              
              
              171,368Non
                  current assets of discontinued operations
              
              
              -
              
              
              17,648Total
                  other assets
              
              
              374,428
              
              
              638,337Total
                  assets
              
              $
              1,592,819
              
              $
              2,276,012




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


F-3




**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Balance Sheets (Continued)**


**As
      of December 31, 2006 and 2005**





2006
              
              
              2005(Restated)**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilitiesAccounts
                  payable
              
              $
              910,799
              
              $
              500,602Accounts
                  payable related party
              
              
              18,267
              
              
              -Sales
                  tax payable
              
              
              682,417
              
              
              248,285Accrued
                  interest, related party
              
              
              -
              
              
              114,792Accrued
                  interest
              
              
              778,701
              
              
              271,494Accrued
                  penalty and liquidated damages, convertible notes
              
              
              2,040,528
              
              
              802,322Accrued
                  commissions
              
              
              266,220
              
              
              269,001Accrued
                  payroll and payroll tax
              
              
              248,982
              
              
              147,171Accrued
                  bonus
              
              
              198,591
              
              
              122,089Deferred
                  compensation
              
              
              165,326
              
              
              95,944Customer
                  deposits
              
              
              38,765
              
              
              20,297Deferred
                  rent
              
              
              55,546
              
              
              51,435Notes
                  payable - related parties
              
              
              73,016
              
              
              339,159Notes
                  payable - other
              
              
              230,605
              
              
              -Liabilities
                  of discontinued operations
              
              
              -
              
              
              699Warrant
                  derivative liability
              
              
              165,655
              
              
              219,489Liability
                  of embedded derivative
              
              
              1,468,255
              
              
              -Convertible
                  notes payable, net
              
              
              3,141,001
              
              
              1,677,505Total
                  current liabilities
              
              
              10,482,674
              
              
              4,880,284COMMITMENTS
                  AND CONTINGENCIES (See Note 18)MINORITY
                  INTEREST IN SUBSIDIARIES
              
              
              91,090
              
              
              52,279**STOCKHOLDERS’
                  DEFICIT**Common
                  Stock, $0.001 par value, 5,000,000,000 authorized: 263,285,122
                  and
                  111,707,051 issued and outstanding at December 31, 2006and
                  December 31, 2005, respectively
              
              
              263,286
              
              
              111,708Additional
                  paid-in capital
              
              
              5,592,620
              
              
              6,529,428Accumulated
                  deficit
              
              
              (14,857,179
              )
              
              (9,310,408
              )Accumulated
                  other comprehensive income
              
              
              20,328
              
              
              12,721Total
                  stockholders’ deficit
              
              
              (8,980,945
              )
              
              (2,656,551
              )Total
                  liabilities and stockholders’ deficit
              
              $
              1,592,819
              
              $
              2,276,012






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


F-4


**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Statements of Operations**


**For
      the Years Ended December 31, 2006 and 2005**


2006
              
              
              2005REVENUES
              
              
              
              
              
              (Restated)Product
                  sales
              
              $
              10,543,134
              
              $
              7,709,170Cost
                  of sales
              
              
              2,303,269
              
              
              1,844,834GROSS
                  PROFIT
              
              
              8,239,865
              
              
              5,864,336EXPENSESSales
                  commissions
              
              
              4,114,506
              
              
              3,165,040Order
                  fulfillment costs
              
              
              1,041,464
              
              
              644,124Sales
                  and marketing
              
              
              2,647,303
              
              
              2,178,146General
                  and administrative
              
              
              2,457,447
              
              
              1,808,274Total
                  operating expenses
              
              
              10,260,720
              
              
              7,795,584LOSS
                  FROM OPERATIONS
              
              
              (2,020,855
              )
              
              (1,931,248
              )OTHER
                  INCOME (EXPENSE)Amortization
                  of debt discount
              
              
              (1,816,796
              )
              
              (1,805,896
              )Gain
                  on warrant derivative liability
              
              
              318,431
              
              
              1,440,723Gain
                  on embedded derivative liability
              
              
              129,669
              
              
              -Loss
                  on extinguishment of debt
              
              
              (50,290
              )
              
              -Interest
                  and finance charges
              
              
              (1,856,685
              )
              
              (1,442,530
              )Other
                  income (expense)
              
              
              (19,264
              )
              
              (7,370
              )Total
                  other income (expense)
              
              
              (3,294,935
              )
              
              (1,815,073
              )LOSS
                  FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST AND INCOME
                  TAX
                  EXPENSE
              
              
              (5,315,790
              )
              
              (3,746,321
              )MINORITY
                  INTEREST IN LOSS (INCOME) OF SUBSIDIARIES
              
              
              (38,811
              )
              
              (8,756
              )INCOME
                  TAX EXPENSE
              
              
              (9,022
              )
              
              --LOSS
                  FROM CONTINUING OPERATIONS
              
              
              (5,363,623
              )
              
              (3,755,077
              )DISCONTINUED
                  OPERATIONSLOSS
                  FROM DISCONTINUED OPERATIONS
              
              
              (183,148
              )
              
              (115,045
              )NET
                  LOSS
              
              $
              (5,546,771
              )
              $
              (3,870,122
              )PER
                  SHARE OF COMMON STOCK - BASIC AND DILUTEDLoss
                  from continuing operations
              
              $
              (0.03
              )
              $
              (0.05
              )Loss
                  from discontinued operations
              
              
              (0.00
              )
              
              (0.00
              )Net
                  loss
              
              $
              (0.03
              )
              $
              (0.05
              )WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
                Basic
                  and Diluted
              
              
              171,088,044
              
              
              72,104,412


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


F-5





**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Statements of Stockholders’ Deficit**


**For
      the Years Ended December 31, 2006 and 2005**







**Number**
              **Of
                Shares**
            
            **Common**
              **Stock**
            
            **Additional
                Paid-in Capital**
            
            **Accumulated
                Deficit**
            
            **Accumulated**
              **Other**
              **Comprehensive
                Income**
            
            **Total****Balance,
                December 31, 2004**
            
            
            **32,501,773**
            
            $
            **32,503**
            
            $
            **5,744,587**
            
            **$**
            **(5,440,286**
            **)**
            **$**
            -
            
            **$**
            **336,804**Issuance
                of shares upon the conversionof
                convertible notes payable, net ofdebt
                issuance costs
            
            
            66,080,000
            
            
            66,080
            
            
            486,920
            
            
            -
            
            
            -
            
            
            553,000Issuance
                of shares for retirement of debt
            
            
            12,575,758
            
            
            12,576
            
            
            337,424
            
            
            -
            
            
            -
            
            
            350,000Issuance
                of shares for payment of deferred salaries
            
            
            566,920
            
            
            566
            
            
            14,989
            
            
            -
            
            
            -
            
            
            15,555Cancellation
                of shares
            
            
            (17,400
            )
            
            (17
            )
            
            17
            
            
            -
            
            
            -Discount
                on convertible notes payable
            
            
            -
            
            
            -
            
            
            1,500,000
            
            
            -
            
            
            -
            
            
            1,500,000Reclassification
                of derivatives
            
            
            -
            
            
            -
            
            
            (1,660,213
            )
            
            -
            
            
            -
            
            
            (1,660,213
            )Issuance
                of warrants for services
            
            
            -
            
            
            -
            
            
            91,652
            
            
            -
            
            
            -
            
            
            91,652Issuance
                of stock options forservices
            
            
            -
            
            
            -
            
            
            14,052
            
            
            -
            
            
            -
            
            
            14,052Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            12,721
            
            
            12,721Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (3,870,122
            )
            
            -
            
            
            (3,870,122
            )**Balance,
                December 31, 2005 (restated)**
            
            
            **111,707,051**
            
            
            **111,708**
            
            
            **6,529,428**
            
            
            **(9,310,408**
            **)**
            
            **12,721**
            
            
            **(2,656,551**
            **)**Issuance
                of shares upon conversion of convertible notes payable, net of debt
                issuance costs
            
            
            104,000,000
            
            
            104,000
            
            
            148,637
            
            
            -
            
            
            -
            
            
            252,637Issuance
                of shares for retirement of related party debt
            
            
            29,999,831
            
            
            30,000
            
            
            269,998
            
            
            -
            
            
            -
            
            
            299,998Issuance
                of shares for payment of related party accrued interest
            
            
            11,478,240
            
            
            11,478
            
            
            103,325
            
            
            -
            
            
            -
            
            
            114,803Issuance
                of shares for payment of deferred salaries and bonus of related
                parties
            
            
            4,000,000
            
            
            4,000
            
            
            36,000
            
            
            -
            
            
            -
            
            
            40,000Issuance
                of shares for fees and services
            
            
            2,100,000
            
            
            2,100
            
            
            10,000
            
            
            -
            
            
            -
            
            
            12,100Reacquisition
                of beneficial conversions feature
            
            
            -
            
            
            -
            
            
            (2,059,497
            )
            
            
            
            
            -
            
            
            (2,059,497
            )Reclassification
                of embedded derivative
            
            
            -
            
            
            -
            
            
            156,699
            
            
            -
            
            
            
            
            
            156,699Issuance
                of restricted stock and warrants for services
            
            
            -
            
            
            -
            
            
            378,957
            
            
            -
            
            
            -
            
            
            378,957Issuance
                of stock options for services
            
            
            -
            
            
            -
            
            
            14,609
            
            
            -
            
            
            -
            
            
            14,609Issuance
                of restricted stock for payment of accrued interest
            
            
            -
            
            
            -
            
            
            4,464
            
            
            -
            
            
            -
            
            
            4,464Foreign
                currency translation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            7,607
            
            
            7,607Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,546,771
            )
            
            -
            
            
            (5,546,771
            )**Balance,
                December 31, 2006**
            
            
            **263,285,122**
            
            **$**
            **263,286**
            
            **$**
            **5,592,
                620**
            
            **$**
            **(14,857,179**
            **)**
            **$**
            **20,328**
            
            **$**
            **(8,980,945**
            **)**






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


F-6





**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Years ended December 31, 2006 and 2005**







2006
            
            
            2005**CASH
                FLOWS FROM OPERATING ACTIVITIES**
            
            
            
            
            
            (Restated)Net
                Loss
            
            $
            (5,546,771
            )
            $
            (3,870,122
            )Net
                loss from discontinued operations
            
            
            183,148
            
            
            115,045Adjustment
                to reconcile net loss to net cash used in operating  
                activities:Depreciation
                and amortization expense
            
            
            98,341
            
            
            64,666Non-cash
                gain on extinguishment of debt
            
            
            50,290
            
            
            --Options
                issued as compensation, stock based compensation
            
            
            405,665
            
            
            105,704Amortization
                of debt discount on convertible notes
            
            
            1,816,796
            
            
            1,805,896Amortization
                of interest and prepaid financing on convertible notes
            
            
            57,806
            
            
            328,106Gain
                on warrant derivative liability
            
            
            (318,431
            )
            
            (1,440,724
            )Gain
                on embedded derivative liability
            
            
            (129,669
            )
            
            -Minority
                interest in income of subsidiaries
            
            
            38,811
            
            
            8,756Payment
                of accrued interest through issuance of stock
            
            
            4,464
            
            
            -Change
                in operating assets and liabilities:Increase
                in restricted cash deposit
            
            
            (10,921
            )
            
            -Accounts
                receivable
            
            
            (208,060
            )
            
            124,516Accounts
                receivable - related party
            
            
            25,099
            
            
            33,915Notes
                receivable
            
            
            (10,665
            )
            
            -Inventory
            
            
            290,099
            
            
            (297,124
            )Inventory
                deposits
            
            
            17,507
            
            
            (8,791
            )Prepaid
                expenses and other current assets
            
            
            43,026
            
            
            (89,364
            )Deposits
            
            
            (1,308
            )
            
            (172,268
            )Accounts
                payable
            
            
            410,197
            
            
            218,782Sales
                tax payable
            
            
            434,132
            
            
            182,812Accounts
                payable related party
            
            
            18,267
            
            
            -Customer
                deposits
            
            
            18,468
            
            
            20,297Accrued
                interest
            
            
            507,207
            
            
            271,494Accrued
                penalty and liquidated damages, convertible notes
            
            
            1,238,206
            
            
            802,322Accrued
                interest, related party
            
            
            -
            
            
            39,346Accrued
                payroll and payroll related expenses
            
            
            101,811
            
            
            75,885Accrued
                bonus
            
            
            101,502
            
            
            122,089Accrued
                commissions
            
            
            (2,781
            )
            
            140,061Deferred
                rent
            
            
            4,111
            
            
            51,435Deferred
                compensation and accrued expenses
            
            
            84,382
            
            
            35,488Net
                cash used in operating activities
            
            
            (279,271
            )
            
            (1,331,778
            )Net
                cash used in discontinued operations
            
            
            (90,191
            )
            
            (223,402
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchases
                of property and equipment
            
            
            (99,018
            )
            
            (166,984
            )Net
                cash used in investing activities
            
            
            (99,018
            )
            
            (166,984
            )






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


F-7





**ACTIS
      Global Ventures, Inc.**


**Consolidated
      Statements of Cash Flows (Continued)**


**For
      the Years ended December 31, 2006 and 2005**







2006
            
            
            2005(Restated)**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from the issuance of convertible notes payable
            
            
            -
            
            
            1,500,000Deferred
                debt issue costs incurred on convertible notes payable
            
            
            -
            
            
            (164,012
            )Deferred
                debt issue costs incurred on notes payable
            
            
            (20,000
            )
            
            -Proceeds
                from notes payable
            
            
            200,000
            
            
            -Proceeds
                from notes payable, related parties
            
            
            231,016
            
            
            135,150Payment
                on convertible notes
            
            
            (3,694,470
            )
            
            -Proceeds
                from issuance of convertible notes
            
            
            3,694,470
            
            
            -Repayment
                of notes payable, related parties
            
            
            (197,149
            )
            
            (181,544
            )Net
                cash provided by financing activities
            
            
            213,867
            
            
            1,289,594Effect
                of changes in currency on cash
            
            
            7,607
            
            
            12,721Net
                decrease in cash
            
            
            (247,006
            )
            
            (419,849
            )Cash
                and cash equivalents at beginning of year
            
            
            300,619
            
            
            720,468Cash
                and cash equivalents at end of year
            
            $
            53,613
            
            $
            300,619**SUPPLEMENTAL
                DISCLOSURES**Interest
                paid
            
            $
            9,204
            
            $
            -Income
                taxes paid
            
            $
            9,022
            
            $
            1,600**NON-CASH
                INVESTING AND FINANCING ACTIVITIES**Shares
                issued in exchange for related party loan and interest
            
            $
            414,801
            
            $
            350,000Shares
                issued as payment for deferred salaries
            
            $
            40,000
            
            
            15,555Shares
                issued for conversion of convertible notes payable, net
            
            $
            252,637
            
            $
            553,000Reclassification
                of embedded derivative liability to Additional Paid-in Capital in
                connection with debt to equity conversions
            
            $
            156,699
            
            $
            -Insurance
                premium financed with a note payable
            
            $
            30,605
            
            $
            -Embedded
                derivative liability recorded in connection with debt
                issuance
            
            $
            1,754,623
            
            $
            -






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


F-8


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**




**NOTE
      1: ORGANIZATION AND DESCRIPTION OF BUSINESS**





ACTIS
      Global Ventures, Inc. (ACTIS, or the “Company”), is a Nevada corporation formed
      through various corporate transactions as described below. FemOne, Inc., (the
      California Corporation) was initially incorporated in the State of California
      on
      March 15, 2003 as 2Chansis, Inc. In July 2001, 2SIS LLC (also known as 2SIS,
      Inc.) was formed to become a direct selling company selling cosmetics to college
      aged girls. On May 1, 2002, 2Chansis, Inc. and 2SIS LLC merged together pursuant
      to a general conveyance and assignment agreement. On November 8, 2002, 2Chansis,
      Inc. changed its name to FemOne, Inc.





In
      August
      2003, Mr. Ray W. Grimm, Jr. and Mr. Alfred Hanser entered into a Stock Purchase
      Agreement through which they acquired the majority of the outstanding shares
      of
      common stock of New Paltz Capital Corp., which was incorporated on March 14,
      2000 under the laws of the State of Nevada. On October 3, 2003, New Paltz
      Capital Corporation formally changed its name to FemOne, Inc. and adopted the
      business plan of the California Corporation abandoning its previous business
      plan as a mineral exploration company. On October 22, 2003, FemOne, the
      California Corporation, exchanged all of its 12,366,550 outstanding shares
      of
      common stock for 1,000,000 shares of New Paltz Capital Corp., now named FemOne,
      Inc. This exchange of shares was accounted for as a reverse merger, under the
      purchase method of accounting. The combination was recorded as a
      recapitalization of the stockholders' equity. FemOne, Inc. is a producer and
      distributor of various lines of cosmetics, skin care and nutritional products
      in
      the United States and Canada. On June 9, 2006, FemOne Inc. changed its name
      to
      ACTIS Global Ventures, Inc. The Company has retained the name FemOne as its
      direct selling division marketing nutritional products to women.





ACTIS
      markets its product lines through two marketing channels, Direct Sales and
      Direct Response Television Shopping. During 2004, the Company's Direct Sales
      were through two divisions, BIOPRO Technology and FemOne. In February 2004,
      the
      Company introduced its BIOPRO Technology Division, carrying a line of products
      developed using Energy Resonance Technology and Molecular Resonance Effect
      Technology that management believes to be a new generation in wellness
      solutions, designed to create an improved overall sense of wellbeing for people
      living in environments that are highly electro-polluted and/or saturated with
      other external stressors. During 2006 and 2005, the Company sold through its
      FemOne division three product lines, nutritional products (FemOne) and skincare
      and cosmetics (Channoine), and also sold cosmetics (2SIS) in 2005 and 2004.
      In
      October 2004, the Company began operations of its subsidiary BIOPRO Australasia
      PTY, Ltd to distribute BIOPRO Technology products in Australia and New Zealand.
      The Company owns 90% of BIOPRO Australasia. In December 2004, the Company formed
      its subsidiary SRA Marketing, Inc. to manage its sales and marketing efforts
      using the Direct Response Television Shopping channel. The Company owns 51%
      of
      SRA Marketing. In August 2005, the Company formed its subsidiary BIOPRO Asia
      to
      market its BIOPRO products in the Philippines. In September 2006, the Company
      ceased the operations of this subsidiary. The results of its operations and
      net
      assets (liabilities) of this subsidiary are reflected as discontinued operations
      in the accompanying financial statements. In April 2006, the Company formed
      its
      subsidiary BIOPRO Technology South Africa Pty, Ltd. to market its products
      in
      South Africa.





**NOTE
      2: LIQUIDITY AND GOING CONCERN**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the realization of assets
      and satisfaction of liabilities in the normal course of business. The Company
      has incurred losses since inception totaling $14,857,179 through December 31,
      2006, and as of December 31, 2006 has a working capital deficit of
      $9,465,098.





The
      financial statements for the years ended December 31, 2006 and 2005 included
      a
      statement from the Company's auditors that there is substantial doubt about
      the
      Company’s ability to continue as a going concern. The ability of the Company to
      continue as a going concern is dependent on the Company obtaining adequate
      capital or it could be forced to cease operations. In order to continue as
      a
      going concern, develop and grow its customer base/revenues and achieve a
      profitable level of operations, the Company will need, among other things,
      additional capital resources. Management's plans to obtain such resources for
      the Company include (1) raising additional capital through sales of common
      stock, the proceeds of which would be used to pay the scheduled principal and
      accrued amounts due currently and in default to note holders, improve the
      marketing effort of all the Company's product lines and for working capital;
      (2)
      pursuing other possible additional capital resources through joint venture,
      merger or acquisition or other strategic alliance; and (3) preserving cash
      by
      attracting and retaining employees by supplementing pay with stock options.
      The
      financial statements included herein do not include any adjustments that might
      be necessary if the Company is unable to continue as a going
      concern.




**NOTE
        3:**  **RESTATEMENT OF
        FINANCIAL STATEMENTS**
 
 In
        the
        fourth quarter of 2006, the Company determined that it had not correctly
        accounted for penalties and liquidated damages which were due under certain
        conditions under the 8% Notes and the 12% Notes. Under the agreements for
        the
        12% Notes, we were required to register the common stock underlying the notes
        and warrants within 120 days of executing the agreements, which the Company
        did.
        However, in 2005, all of the available shares registered under this registration
        statement in connection with the conversion of notes were issued to the holders
        of the Notes. There was no further registration statement to register additional
        shares issuable upon conversion of the outstanding balance of the 12% Notes,
        as
        was required under the agreements. For every month that the company did not
        have
        in place an effective registration statement, a penalty of 2% per month on
        the
        outstanding principal balance was payable.
 
 F-9


**ACTIS
      Global Ventures, Inc.**


**Notes
      to the Consolidated Financial Statements**





**NOTE
        3:****RESTATEMENT
        OF FINANCIAL STATEMENTS (CONTINUED)**
 Under
          the
          terms of the Notes, we are required to maintain a sufficient number of
          authorized but unissued shares to allow for the issuance of up to two times
          the
          number of shares of common stock which are convertible under all outstanding
          convertible notes and exercisable under all outstanding warrants, in each
          case
          as of the date of calculation. During 2005, there were certain months when
          this
          requirement was not met. Under the agreements, the Company owes 3% of the
          outstanding principal and unpaid interest balance of the Notes for every
          month
          in which it fails to comply.
 
 In
          2005,
          no amounts were recorded for either the 2% penalty or the 3% liquidating
          damages, which total $802,322. In addition, interest should have been accrued
          at
          the default interest rates of 15% for the 12% Notes and at 10% for the
          8% Notes.
          Interest at the higher default interest rates totaling $46,126 was not
          accrued
          in 2005. The results of operations for the year ended December 31, 2005
          have
          been restated to record the effects of the penalties and liquidating damages
          and
          the higher interest expense.
  The
        table
        below reflects the impact of the above restatements, after the reclassification
        of the results of operations of BIOPRO Asia as discontinued operations due
        to
        the discontinuance of the operations of this subsidiary in September
        2006.


**As
                  Previously**
                **Reported**
              
              **Adjustments**
              
              **As********Restated****Consolidated
                Balance Sheet****As
                  of December 31, 2005**Accrued
                  interest
              
              
              225,368
              
              
              46,126
              
              
              271,494Accrued
                  penalty and liquidated damages, convertible notes
              
              
              -
              
              
              802,322
              
              
              802,322Total
                  liabilities
              
              
              4,031,836
              
              
              848,448
              
              
              4,880,284Accumulated
                  deficit
              
              
              (8,461,960
              )
              
              (848,448
              )
              
              (9,310,408
              )Stockholders’
                  deficit
              
              
              (1,808,103
              )
              
              (848,448
              )
              
              (2,656,551
              )**Consolidated Statements
                of Operations****For
                  the year ended December 31, 2005**Interest
                  and finance charges
              
              
              594,082
              
              
              848,448
              
              
              1,442,530Total
                  other income (expense)
              
              
              (966,625
              )
              
              (848,448
              )
              
              (1,815,073
              )Loss
                  from operations before minority interest and income tax
                  expense
              
              
              (2,897,873
              )
              
              (848,448
              )
              
              (3,746,321
              )Loss
                  from continuing operations
              
              
              (2,906,629
              )
              
              (848,448
              )
              
              (3,755,077
              )Net
                  loss
              
              
              (3,021,674
              )
              
              (848,448
              )
              
              (3,870,122
              )Net
                  loss per share from continuing operations, basic and
                  diluted
              
              
              (0.04
              )
              
              (0.01
              )
              
              (0.05
              )Net
                  loss per share, basic and diluted
              
              
              (0.04
              )
              
              (0.01
              )
              
              (0.05
              )**Consolidated
                Statements of Cash Flows****For
                  the year ended December 31, 2006**Net
                  loss
              
              
              (3,021,674
              )
              
              (848,448
              )
              
              (3,870,122
              )Change
                  in operating assets and liabilitiesAccrued
                  interest
              
              
              225,368
              
              
              46,126
              
              
              271,494Accrued
                  penalty and liquidated damages, convertible notes
              
              
              -
              
              
              802,322
              
              
              802,322The
                restatement had no impact on the net cash used in operating
                activites
  As
        discussed in Notes 8 and 9, the Company recorded embedded derivative liabilities
        in connection with convertible debt agreement amendments entered into in
        March 2006. The adjustments to record these liabilities, as well as
        the 2006 liquidated damages liabilities noted above, were not posted until
        the fourth quarter of 2006, and therefore the unaudited financial statements
        included in previously filed reports on Form 10-QSB during 2006 failed to
        include the effects of these additional liabilities. Accordingly, the Company
        plans to amend the previously filed quarterly reports to properly reflect
        this
        activity.
  **NOTE
        4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**BASIS
      OF CONSOLIDATION**


The
      consolidated financial statements include the accounts, after inter-company
      eliminations, of the Company and its majority owned subsidiaries, BIOPRO
      Australasia, BIOPRO Technology South Africa Pty, Ltd., BIOPRO Asia and SRA
      Marketing. The Company uses the equity method of accounting for investments
      in
      affiliates which are owned 50% or less.





**CASH
      AND CASH EQUIVALENTS**


Cash
      and
      cash equivalents include short-term, highly liquid investments that are
      convertible to known amounts of cash and are of an original maturity of three
      months or less. The restricted cash deposit is security to the landlord for
      the
      leased facilities in South Africa.





**ACCOUNTS
      RECEIVABLE**


The
      Company has elected to record bad debts using the
      direct write-off method. Generally accepted accounting principles require that
      the allowance method be used to recognize bad debts; however, the effect of
      using the direct write-off method is not materially different from the results
      that would have been obtained under the allowance method.




F-10


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**


**REVENUE
        RECOGNITION**
 Revenue
        is recognized when products are shipped, the sale is fixed and determinable,
        and
        collection is reasonably assured.
 
 **SALES
        TAXES COLLECTED FROM DISTRIBUTORS, AND SHIPPING AND HANDLING
        COSTS**
 Sales
        taxes collected from distributors are accounted for on a net basis and are
        not
        reflected in revenues and operating expenses.
 
 Shipping
        and handling costs for purchased goods are included in cost of sales, however,
        shipping and handling costs associated with customer orders are not included
        in
        cost of goods sold but have been shown separately in the income statement
        as
        order fulfillment costs.
 
 **ADVERTISING**
 Advertising
        costs are charged to expense as incurred. During the years ended December
        31,
        2006 and 2005, the Company incurred advertising expenses of $10,743 and $18,364,
        respectively.
 
 **INVENTORY**
 Inventories
        consist of finished goods and are valued at the lower of cost or market,
        on the
        first-in, first-out method.
 
 **PROPERTY
        AND EQUIPMENT**
 Property
        and equipment are recorded at cost, less depreciation and amortization.
        Depreciation is primarily accounted for on the straight-line method based
        on
        estimated useful lives, ranging between three and seven years. Leasehold
        improvements are amortized over the shorter of the useful life of the asset
        or
        the lease term. Maintenance and repairs are charged to expense as incurred,
        additions and betterments which extend the life of the asset are capitalized.
        Depreciation expense was $79,808 and $36,917 for the years ended December
        31,
        2006 and 2005, respectively.
 
 **INTANGIBLE
        ASSETS**
 Other
        assets include intangibles such as website development and a sublicense
        agreement. In June 2001, the Financial Accounting Standards Board ("FASB")
        issued Statement of Financial Accounting Standards No. 142, (“SFAS No. 142”),
        GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS No. 142 establishes guidelines
        for
        accounting for goodwill and other intangible assets. Goodwill and certain
        intangibles with indefinite useful lives are no longer amortized but instead
        are
        assessed for impairment at least annually. Other intangible assets are recorded
        at historical cost less amortization on the straight line method based on
        estimated useful lives. Periods of amortization are evaluated continually
        to
        determine whether later events and circumstances warrant revised estimated
        useful lives.
 
 **IMPAIRMENT
        OF LONG-LIVED ASSETS**
 Long-lived
        assets and intangible assets subject to amortization are reviewed for impairment
        in accordance with SFAS No. 121, IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED
        ASSETS TO BE DISPOSED OF. In accordance with SFAS No. 121, an impairment
        loss is
        recognized whenever events or changes in circumstances indicate that the
        carrying amount of the asset may not be recovered, based upon an estimate
        of
        future cash flows. An impairment loss is then recognized whenever the carrying
        amount of the asset exceeds its fair value. After an impairment loss is
        recognized, the adjusted carrying amount of the asset becomes its new
        basis.





**INCOME
      TAXES**


The
      Company uses the asset and liability method as identified in SFAS No. 109,
      "Accounting for Income Taxes (“SFAS No. 109”)". Under this method, deferred
      income tax assets and liabilities result from temporary differences between
      the
      income tax basis of assets and liabilities and their reported amounts in the
      financial statements that will result in taxable income and deductions in future
      years. A valuation allowance is recognized against deferred tax assets when
      it
      is more likely than not that the assets will not be realized.




**STOCK
      BASED COMPENSATION**


On
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      FASB Statement No. 123R, *Share-Based
      Payment* , (“SFAS
      123R”). Prior to January 1, 2006, the Company accounted for its share based
      payments under the recognition and measurement provisions of APB Opinion No.
      25,
      Accounting for Stock Issued to Employees (“APB 25”), and related
      Interpretations, as permitted by FASB Statement No. 123, Accounting for
      Stock-Based compensation (“SFAS 123”). In accordance with APB 25 no compensation
      was required to be recognized for options granted that had an exercise price
      equal to or greater than the market value of the underlying common stock on
      the
      date of grant.





The
      Company adopted SFAS 123R using the modified prospective transition method.
      Under that transition method, compensation cost recognized in periods after
      December 31, 2005 includes: a) compensation cost for all share-based payments
      granted prior to, but not yet vested as of December 31, 2005, based on the
      grant
      date fair value estimated in accordance with the original provisions of SFAS
      123, and b) compensation cost for all share-based payments granted subsequent
      to
      December 31, 2005, based on the grant date fair value estimated in accordance
      with the provisions of SFAS 123R. Compensation cost is recognized on a
      straight-line basis, net of estimated forfeitures, over the requisite service
      period of each award. The results of the prior periods have not been
      restated.


F-11





**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**


As
        of
        December 31, 2006, the Company has one employee stock purchase plan, as
        discussed in Note 16.
  **FAIR
        VALUES OF FINANCIAL INSTRUMENTS**
 The
        Company’s financial instruments are cash and cash equivalents, restricted cash
        deposit, accounts receivable, accounts payable, and notes payable. The recorded
        values of cash and cash equivalents, restricted cash deposit, accounts
        receivable, and accounts payable approximate their fair values based on their
        short-term nature. The recorded values of notes payable approximate their
        fair
        values, as interest approximates market rates.
 
 **FOREIGN
        CURRENCY TRANSLATION**
 We
        transact business in various foreign currencies. The functional currency
        of a
        foreign operation is the local country's currency. Accordingly, the assets
        and
        liabilities of foreign subsidiaries are translated from their respective
        functional currencies at the rates in effect at the end of each reporting
        period
        while revenue and expense accounts are translated at weighted average rates
        during the period and equity is translated at historical rates. Foreign currency
        translation adjustments are reflected as a separate component of
        accumulated other comprehensive income.
 
 **COMPREHENSIVE
        INCOME (LOSS)**
 Translation
        adjustments related to the Company’s foreign operations are included in other
        comprehensive income and reported separately in stockholders’ deficit. The
        Company recorded foreign currency translations adjustments of $7,607 and
        $12,721
        as other comprehensive income for the years ended December 31, 2006 and 2005,
        respectively.
 
 **WARRANT
        DERIVATIVE LIABILITY**
 The
        Company accounts for warrants issued in connection with financing arrangements
        in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-19,
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
        Settled in, a Company’s Own Stock (“EITF 00-19”). Pursuant to EITF 00-19, an
        evaluation of specifically identified conditions is made to determine whether
        the fair value of warrants issued is required be classified as a derivative
        liability. The fair value of warrants classified as derivative liabilities
        is
        adjusted for changes in fair value at each reporting period, and the
        corresponding non-cash gain or loss is recorded in current period
        earnings.




**EMBEDDED
      DERIVATIVE LIABILITIES**


The
      variable conversion feature within the 8% Convertible Notes and the 12%
      Convertible Notes constitutes an embedded derivative, which under SFAS No.
      133
      needs to be bifurcated from the notes and a separate value calculated and
      recorded as a liability. The values for the embedded derivative liabilities
      within each note were derived by a third party financial advisor using standard
      valuation models for such conversion features. As a result of these valuations,
      fair values of embedded derivative liabilities of $456,472 for the 8% Notes
      and
      $1,298,151 for the 12% Notes were recorded at March 23, 2006. Pursuant to SFAS
      No. 133, these embedded derivative liabilities are valued at the end of each
      reporting period, and any changes in the fair values are recorded as gain (loss)
      on embedded derivative liability in the statement of operations. For the year
      ended December 31, 2006, the Company recorded a gain on embedded derivative
      liability of $129,669.





**CONCENTRATION
      OF CREDIT RISK**


Financial
      instruments that potentially subject the Company to significant concentration
      of
      credit risk consist of cash and cash equivalents and accounts receivables.
      As of
      December 31, 2006, substantially all of the Company’s cash and cash equivalents
      were held at banks within the United States which management believes are of
      high credit quality. Concentration of credit risk with respect to accounts
      receivable is primarily limited to the Company’s merchant clearing its credit
      card transactions and accounts receivable from its subsidiary from its customer
      SHOP NBC. Management believes its credit risk is minimal with regards to its
      merchant receivables and receivable from SHOP NBC.





**CONCENTRATION
      OF VENDOR RISK**


The
      Company imports certain of its BIOPRO Technology products from manufacturing
      suppliers located in foreign countries. The Company purchases its inventories
      in
      large quantities to allow for delays in production and
      delivery.





**BASIC
      AND DILUTED EARNINGS (LOSS) PER COMMON SHARE**


In
      accordance with SFAS No. 128, "Earnings Per Share", basic earnings (loss) per
      share is computed based upon the weighted average number of common shares
      outstanding during the period. Diluted per share earnings (loss) are computed
      based on the weighted average number of common shares and all common stock
      equivalents outstanding during the period in which they are dilutive. Common
      equivalent shares are excluded from the calculation as their effect is
      antidilutive.





**USE
      OF ESTIMATES**


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amount of revenues and expenses during
      the period presented. Actual results could differ from those
      estimates.


F-12


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**RECLASSIFICATIONS**


Certain
      amounts in prior year financial statements have been reclassified to conform
      to
      the 2006 presentation.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**


In
      February 2006, the FASB issued SFAS No.155, "Accounting for Certain Hybrid
      Financial Instruments, an amendment of FASB statements No. 133 and 140” (“SFAS
      No. 155”). This statement permits fair value measurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation. This statement is effective for all financial instruments
      acquired or issued after the beginning of an entity's first fiscal year that
      begins after September 15, 2006. Earlier adoption is permitted as of the
      beginning of an entity's fiscal year, provided that no interim period financial
      statements have been issued for the financial year. The Company does not expect
      that the adoption of SFAS No.155 will have a material effect on the
      Company's financial statements or its results of operations.









In
      September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108 (“ SAB
      108 ”) to require registrants to quantify financial statement misstatements that
      have been accumulating in their financial statements for years and to correct
      them, if material, without restating. Under the provisions of SAB 108 ,
      financial statement misstatements are to be quantified and evaluated for
      materiality using both balance sheet and income statement approaches. SAB 108
      is
      effective for fiscal years ending after November 15, 2006. The adoption of
      SAB
      108 by the company in 2006 did not have a material impact on the company’s
      financial statements.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for
      measuring fair value, and expands disclosures about fair value measurements.
      This Statement focuses on creating consistency and comparability in fair value
      measurements. SFAS No. 157 is effective for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years.  The
      Company is currently evaluating the impact of adopting SFAS 157 on its financial
      statements.





In
      November 2006, the EITF reached a final consensus in EITF Issue 06-06 “Debtor’s
      Accounting for a Modification (or Exchange) of Convertible Debt Instruments”
(“EITF No. 06-6”). EITF No. 06-6 addresses the modification of a convertible
      debt instrument that changes the fair value of an embedded conversion option
      and
      the subsequent recognition of interest expense for the associated debt
      instrument when the modification does not result in a debt extinguishment
      pursuant to EITF No. 96-19, “Debtor’s Accounting for a Modification or Exchange
      of Debt Instruments.” The consensus should be applied to modifications or
      exchanges of debt instruments occurring in interim or annual periods beginning
      after November 29, 2006. The Company is currently evaluating the impact of
      this
      guidance on our consolidated financial position, results of operations or cash
      flows.





In
      November 2006, the FASB ratified EITF Issue No. 06-7, “Issuer’s Accounting for a
      Previously Bifurcated Conversion Option in a Convertible Debt Instrument When
      the Conversion Option No Longer Meets the Bifurcation Criteria in FASB Statement
      No. 133, Accounting for Derivative Instruments and Hedging Activities” (“EITF
      No. 06-7”). At the time of issuance, an embedded conversion option in a
      convertible debt instrument may be required to be bifurcated from the debt
      instrument and accounted for separately by the issuer as a derivative under
      SFAS
      No. 133, based on the application of EITF No. 00-19. Subsequent to the issuance
      of the convertible debt, facts may change and cause the embedded conversion
      option to no longer meet the conditions for separate accounting as a derivative
      instrument, such as when the bifurcated instrument meets the conditions
      of EITF No. 00-19 to be classified in stockholders’ equity. Under EITF No.
      06-7, when an embedded conversion option previously accounted for as a
      derivative under SFAS No. 133 no longer meets the bifurcation criteria under
      that standard, an issuer shall disclose a description of the principal changes
      causing the embedded conversion option to no longer require bifurcation under
      SFAS No. 133 and the amount of the liability for the conversion option
      reclassified to stockholders’ equity. EITF No. 06-7 should be applied to all
      previously bifurcated conversion options in convertible debt instruments that
      no
      longer meet the bifurcation criteria in SFAS No. 133 in interim or annual
      periods beginning after December 15, 2006, regardless of whether the debt
      instrument was entered into prior or subsequent to the effective date of EITF
      No. 06-7. Earlier application of EITF No. 06-7 is permitted in periods for
      which
      financial statements have not yet been issued. The Company is currently
      evaluating the impact of this guidance on our consolidated financial position,
      results of operations or cash flows.





In
      December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2
“Accounting for Registration Payment Arrangements” (“FSP EITF 00-19-2”) which
      specified that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, “Accounting
      for Contingencies.” Adoption of FSP EITF 00-19-02 is required for fiscal years
      beginning after December 15, 2006. The Company is currently evaluating the
      expected effect of FSP EITF 00-19-02 on its consolidated financial statements
      and is currently not yet in a position to determine such effects.


F-13


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
      Assets and Financial Liabilities Including an amendment of FASB Statement No.
      115” (“SFAS No. 159”), which permits entities to choose to measure many
      financial instruments and certain other items at fair value. The fair value
      option established by this Statement permits all entities to choose to measure
      eligible items at fair value at specified election dates. A business entity
      shall report unrealized gains and losses on items for which the fair value
      option has been elected in earnings at each subsequent reporting date. Adoption
      is required for fiscal years beginning 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 Statement No. 159. The Company is currently evaluating the expected effect
      of SFAS No. 159 on its consolidated financial statements and is currently not
      yet in a position to determine such effects.





**NOTE
      5: DISCONTINUED OPERATIONS**




On
      September 1, 2006, the Company determined to discontinue operations of its
      BIOPRO Asia subsidiary and to liquidate the related assets. Operations were
      discontinued due to the inability to achieve expected revenue growth and
      profitability levels. BIOPRO Asia’s revenues are reported in discontinued
      operations, and for the years ended December 31, 2006 and 2005 were $117,879
      and
      $45,339, respectively. BIOPRO Asia’s net losses, reported in discontinued
      operations, for the years ended December 31, 2006 and 2005 were $183,148 and
      $115,045, respectively. Included in these net loss amounts for 2006 is an
      estimated loss on disposal of assets of $6,109 to write down the related
      carrying amounts to their fair values less cost to sell. Prior period financial
      statements for 2005 were restated to present the operations of BIOPRO Asia
      as a
      discontinued operation.





The
      assets and liabilities of the discontinued operations were liquidated as of
      December 31, 2006, resulting in a loss of $6,109 which is included in net loss
      from discontinued operations for the year ended December 31, 2006. In the
      accompanying Balance Sheet at December 31, 2005 these assets and liabilities
      are
      presented separately under the captions “Current Assets of discontinued
      operations,” “Noncurrent assets of discontinued operations,” and “Liabilities of
      discontinued operations,” respectively, and consisted of the
      following:





**Discontinued
                Operations**
            
            December
                31,
              2005AssetsCash
            
            $
            14,037Inventory
            
            
            61,547Prepaid
            
            
            424Current
                assets of discontinued operations
            
            
            76,008Property
                and equipment
            
            
            12,054Accumulated
                depreciation
            
            
            (699
            )Deposits
            
            
            6,293Non
                current assets of discontinued operations
            
            
            17,648Total
                assets of discontinued operations
            
            $
            93,656LiabilitiesPayroll
                tax liability
            
            $
            247Accrued
                commissions
            
            
            452Current
                liabilities of discontinued operations
            
            
            699Total
                liabilities of discontinued operations
            
            $
            699




F-14




**ACTIS
      Global Ventures, Inc.**


**Notes
      to the Consolidated Financial Statements**








**NOTE
      6: INTANGIBLE ASSETS**





Website
      development costs are recorded in accordance with Statement of Position ("SOP")
      98-1, "Accounting for the Costs of Computer Software Developed or Obtained
      for
      Internal Use” (“SOP 98-1”). Among other provisions, SOP 98-1 requires that
      entities capitalize certain internal-use software costs once certain criteria
      are met. Under SOP 98-1, overhead, general and administrative and training
      costs
      are not capitalized. Website development costs were amortized over a three-year
      period and are fully amortized at December 31, 2006.





Sublicense
      agreement for exclusive right to distribute Channoine Cosmetics products through
      Direct Sales and marketing in the United States, Canada and Mexico was recorded
      at historical cost in the amount of $216,667. The sublicense is for five years
      with five consecutive options to extend the term for additional five year
      periods at no additional consideration. In May 2002, the Company transferred
      its
      distribution rights for the Canadian market to FemOne, Canada in exchange for
      3,875 shares of common stock. The transfer was estimated to be 10% of the
      sublicense agreement for $21,667. This sublicense agreement is being amortized
      over a 30-year period.





Intellectual
      property costs are recorded in accordance with SFAS No. 141, "Goodwill and
      Other
      Intangibles” (“SFAS No. 141”), which entitles the company to capitalize the
      costs for the purchase of intellectual property and amortize the costs over
      the
      expected life of the asset. Intellectual property is being amortized over a
      five-year period.





At
      December 31, 2006 and 2005 the gross carrying amount and accumulated
      amortization for acquired intangible assets is as follows:





December
                31, 2006
            
            Gross
              Carrying
              Amount
            
            Accumulated
              AmortizationWebsite
                development
            
            $
            51,767
            
            $
            51,767Sublicense
                agreement
            
            
            195,000
            
            
            30,333Intellectual
                Property
            
            
            53,000
            
            
            23,850$
            299,767
            
            $
            105,950





December
                31, 2005
            
            Gross
              Carrying
              Amount
            
            Accumulated
              AmortizationWebsite
                development
            
            $
            51,767
            
            $
            50,535Sublicense
                agreement
            
            
            195,000
            
            
            23,833Intellectual
                Property
            
            
            53,000
            
            
            13,250$
            299,767
            
            $
            87,618





Amortization
      expense was $18,332 and $27,348 for the years ended December 31, 2006 and 2005,
      respectively. The aggregate amortization expense over the next five succeeding
      years is estimated as follows:




Year
                Ending
            
            AggregateDecember
                31,
            
            Amortization Expense2007
            
            17,1002008
            
            17,1002009
            
            14,4502010
            
            6,5002011
            
            6,500




NOTE 7: SALES
      TAX PAYABLE




The Company has collected sales tax from distributors in
      all
      states where there were taxable sales. However, the Company has not timely
      filed
      and paid all taxes due in all states for which it has collected taxes other
      than
      in California. Accrued state sales taxes other than California, inclusive of
      an
      estimate of potential penalties and interest, are reflected as Sales tax payable
      in the balance sheets at December 31, 2006 and 2005, and were $682,417 and
      $248,285, respectively.


F-15


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      8: NOTES PAYABLE**





The
      Company has convertible notes payable and other notes payable outstanding at
      December 31, 2006. As of December 31, 2006 and


December
      31, 2005, convertible notes payable were as follows:




December
                31,
              2006
            
            December
                31,
              20058%
                Convertible NotesConvertible
                notes payable
            
            $
            1,500,000
            
            $
            1,500,000Discount
                on convertible notes
            
            
            (300,832
            )
            
            (1,250,000
            )Convertible
                notes payable ,net
            
            $
            1,199,168
            
            $
            250,00012%
                Convertible Notes:Convertible
                notes payable
            
            $
            1,941,833
            
            $
            2,194,470Discount
                on convertible notes
            
            
            -
            
            
            (766,965
            )Convertible
                notes payable ,net
            
            $
            1,941,833
            
            $
            1,427,505Total
                Convertible notes payable, net
            
            $
            3,141,001
            
            $
            1,677,505





**Defaults
        on Convertible Notes**
 
 At
        December 31, 2006, the Company is in default on certain of its obligations
        under
        the 8% Callable Secured Convertible Notes (the “8% Notes”) and 12% Callable
        Secured Convertible Notes (the “12% Notes”) agreements, as it did not make the
        scheduled principal and interest payments, currently does not have an effective
        registration statement covering the underlying shares of common stock available
        for issuance upon conversion of these notes, and does not have a sufficient
        number of authorized but unissued shares to allow for the issuance of up
        to two
        times the number of shares of common stock which are convertible under all
        outstanding convertible notes and exercisable under all outstanding warrants,
        in
        each case as of the date of calculation.
 
 On
        November 16, 2005, the Company received a Notice of Default from our holders
        of
        the 12% convertible notes (“Notice”). The Notice formally advised the Company
        that it is in default on certain obligations under the 12% convertible note
        agreements. The Notice called for the immediate payment of the Mandatory
        Prepayment Amount, as defined in the convertible note agreements, and any
        other
        sums due to the note holders at the time of the Notice. On February 15, 2006,
        the note holders filed a lawsuit against the Company for default under the
        8%
        Notes and the 12% Notes (collectively the “Notes”) agreements. On March 23,
        2006, this lawsuit was discontinued without prejudice after the Company amended
        the Notes to make changes to certain terms regarding conversion rate, warrant
        pricing and warrant expiration date. These amendments to the Notes did not
        cure
        the default.
 
 The
        12%
        Notes matured between July and October 2006 and the 8% Notes mature on June
        30,
        2008. The Company did not make the required principal payments on the 12%
        Notes
        of $394,470 due on July 23, 2006, $800,000 due on September 15, 2006 and
        $1,200,000 due on October 12, 2006. Accrued interest on the 12% Notes was
        not
        paid when due, and totals $591,952 at December 31, 2006. Effective with the
        nonpayment of principal or interest, the 12% interest rate became a default
        interest rate of 15%. Under the 8% notes, interest is accrued but is not
        required to be paid unless the trading price for any trading day within the
        month is less than $0.002125. In November and December 2006, this minimum
        trading condition was not met. The required interest payments were not made,
        thus triggering an Event of Default as defined under the 8% Note agreements,
        and
        triggering an increase in the interest rate on the 8% Notes to 10%. Under
        the
        terms of the Notes, nonpayment of principal or interest would be an event
        of
        default and under certain conditions, after notice from the holders, could
        trigger a Mandatory Prepayment Amount (as defined in the note agreements)
        that
        would require us to pay 130% of the outstanding principal, interest, and
        additional penalties. As of December 31, 2006, we estimate that the Mandatory
        Prepayment Amount of the Notes based on 130% of outstanding principal, interest,
        and penalty balances would be approximately $8.1 million. As of March 30,
        2007,
        we have not received any notice of an event of default due to failure to
        make
        the required payments at maturity. In the event that the default with respect
        to
        the 8% notes is cured, the Company will reclassify the non-current portion
        as
        appropriate at that time. Failure to remedy the events of default under the
        Notes could result in the note holders foreclosing on all of the Company’s
        assets.
 F-16


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      8: NOTES PAYABLE (CONTINUED)**




In
          order to cure the defaults, the Company would need
          to raise additional capital, file a registration statement, and obtain
          shareholder approval to increase the number of authorized shares. Until
          such
          time as the Company is able to raise additional capital it will not be
          able to
          file the registration statement. The company will attempt to obtain shareholder
          consent from more than 50% of the voting shares without a formal shareholder
          meeting, however, in the event this is not possible, then the company would
          need
          to undertake the expense of holding a shareholder meeting. A shareholder
          meeting
          is contingent upon, among other things, raising additional capital.
  Under
            the
            agreements for the 12% Notes, we were required to register the common
            stock
            underlying the notes and warrants within 120 days of executing the agreements,
            which the Company did. However, in 2005, all of the available shares
            registered
            under this registration statement in connection with the conversion of
            notes
            were issued to the holders of the 12% Notes. There was no further registration
            statement filed to register additional shares issuable upon conversion of
            the outstanding balance of the 12% Notes, as was required under the agreements.
            For every month that the Company did not have in place an effective registration
            statement, a penalty of 2% per month on the outstanding principal balance
            is
            payable.
 Under
              the
              terms of the Notes, we are required to maintain a sufficient number
              of
              authorized but unissued shares to allow for the issuance of up to two
              times the
              number of shares of common stock which are convertible under all outstanding
              convertible notes and exercisable under all outstanding warrants, in
              each case
              as of the date of calculation. During 2005 and 2006, there were certain
              months
              when this requirement was not met. Under the agreements, the Company
              owes 3% of
              the outstanding principal and interest balances of the Notes for every
              month in
              which it failed to comply.
 Amounts
        accrued for the 2% penalty and the 3% liquidating damages, totaled $2,040,528
        and $802,322 at December 31, 2006 and 2005, respectively. See Note
        4.
 
 At
        December 31, 2006, since the Company is in default on both the 8% and 12%
        convertible note agreements, the convertible notes payable, net balance of
        $3,141,001 which is comprised of outstanding principal and debt discount
        balances at December 31, 2006 of $3,441,833 and $300,832 respectively, has
        been
        classified as a current liability. The outstanding aggregate principal and
        debt
        discount balances at December 31, 2005 were $3,694,470 and
        $2,016,965.
 
 **8%
        Convertible Notes and Warrants**
 
 On
        June
        30, 2005, the Company received gross proceeds of $1,500,000 from the sale
        of 8%
        Notes and Warrants.
 
 Under
        the
        original terms of the 8% Note agreements, the 8% Notes expire three years
        from
        the date of issuance and are convertible into shares of common stock of the
        Company at a conversion price equal to the lower of (1) the Applicable
        Percentage as defined in the convertible notes at 50% times the average of
        the
        three lowest intraday trading prices for the Company’s common stock as quoted by
        the OTCBB during the 20 days prior to the date of conversion, or (2) a fixed
        price of $0.40. Until such time as they are converted or repaid, the 8% Notes
        are secured together with the 12% Notes, described below, by a first lien
        upon
        the assets of the Company under a Security Agreement covering all of the
        Company’s tangible and intangible assets. Our obligations under the 8% Notes are
        further guaranteed by a Guarantee and Pledge Agreement with the principal
        officers of the Company, who have pledged 50% of their individual stock holdings
        as collateral for the convertible note obligations. In connection with the
        issuance of the 8% Notes, the Company issued 44,000,000 stock purchase warrants,
        at an exercise price of $0.25 per share exercisable for five years from the
        date
        of issuance.
 F-17


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      8: NOTES PAYABLE (CONTINUED)**




The
        Company determined the fair value of the warrants issued in connection with
        the
        original 8% Notes agreements using a Black-Scholes valuation model, and
        allocated the proceeds from the issuance of the notes between the warrants
        and
        convertible debt, based on the determination of their relative fair values.
        As a
        result of the fair value allocation of the warrants, the Company recorded
        debt
        discount and additional paid in capital in the amount of $634,306. The recorded
        debt discount was being amortized as non-cash interest expense over the term
        of
        the debt. During year ended December 31, 2005, the Company had recorded interest
        expense of $105,718 resulting from the debt discount amortization.
  As
          the
          effective conversion price of the notes on the date of issuance was below
          the
          fair market value of the underlying common stock, the Company recorded
          additional debt discount in the amount of $865,694 in connection with the
          beneficial conversion feature of the notes. The debt discount recorded
          as a
          result of the beneficial conversion feature was being amortized as non-cash
          interest expense over the term of the debt. During the year ended December
          31,
          2005, the Company had recorded interest expense of $144,282, resulting
          from the
          debt discount from the amortization of the beneficial conversion
          feature.
 
 At
          December 31, 2005, the remaining debt discount balances attributable to
          the
          warrants and beneficial conversion feature were $528,588 and $721,412,
          respectively, and the outstanding principal balance on the 8% Notes was
          $1,500,000.
 
 On
          March
          23, 2006 the Convertible Note Agreements were amended to change the Applicable
          Percentage, as defined in the convertible Notes from 50% to 40%. On March
          31,
          2006, the Warrant agreements were amended to change the exercise price
          to $0.06
          for 14,666,667 warrants, $0.15 for 14,666,667 warrants and $0.20 for 14,666,666
          warrants. The term of the warrants was extended to March 31, 2011. In connection
          with the amendment to the Convertible Note Agreements, the Company determined
          that the modification of terms met the requirements of Emerging Issue Task
          Force
          (“EITF”) Issue 96-19, “Debtors Accounting For a Modification or Exchange of Debt
          Instruments,” (“EITF 96-19”) of an exchange of debt with substantially different
          terms and accordingly has deemed the debt to be extinguished as of March
          23,
          2006, and replaced with new debt on that date.
  In
          connection with the amendment and recording the
          extinguishment of the original 8% Notes, the Company recorded a corresponding
          entry to record a new note at its principal balance as of March 23, 2006
          of
          $1,500,000, and further recorded entries to record the discount related
          to the
          fair value of the embedded conversion feature and corresponding derivative
          liability totaling $456,472, in accordance with SFAS No. 133, “Accounting for
          Derivatives” (“SFAS No. 133”). The loss on extinguishment the Company recorded
          of $1,330,649 is calculated based on the write-off of $1,137,097 in unamortized
          discounts, $124,242 in unamortized prepaid financing costs, $174,898 of
          the
          incremental fair value of the amended warrants, offset by the non-cash
          benefit
          of the beneficial conversion feature buyback for $105,588. This loss on
          extinguishment is further offset by the $1,280,359 gain on extinguishment
          of the
          12% Notes (as described under 12% Convertible Notes and Warrants below)
          for an
          aggregate net loss on extinguishment of $50,290. The new discount related
          to the
          embedded conversion feature is being amortized as non-cash interest expense
          over
          the remaining term of the debt. During the twelve months ended December
          31, 2006
          the Company recorded interest expense of $268,343, resulting from the debt
          discount amortization on the 8% Notes. At December 31, 2006, the remaining
          debt
          discount balance was $300,832 and the outstanding principal balance on
          the 8%
          Notes was $1,500,000. See Notes 4 and 21.
  **12%
            Convertible Notes and Warrants**
 
 Between
            July and October 2004, the Company received aggregate gross proceeds
            of
            $3,000,000 from the sale of 12% Notes and Warrants (the
“Warrants”).




The
        Company recorded prepaid interest and prepaid financing costs related to
        the
        $3,000,000 of 12% Notes totaling $240,000 and $429,899, respectively. As
        of
        December 31, 2006, $240,000 of prepaid interest had been expensed and $429,899
        of prepaid financing costs had been expensed. The 12% Notes expired between
        July
        and October 2006, and are convertible into shares of common stock of the
        Company
        at a conversion price initially equal to the lower of (1) the Applicable
        Percentage as defined in the convertible notes at 50% times the average of
        the
        three lowest intraday trading prices for the Company’s common stock as quoted by
        the OTCBB during the 20 days prior to the date of conversion, or (2) a fixed
        price of $0.75. Each 12% Note includes three (3) warrants to purchase
        common stock, as described below. Until such time as they are converted or
        repaid, the 12% Notes are secured by a first lien upon the assets of the
        Company
        under a Security Agreement covering all of the Company’s tangible and intangible
        assets. Its obligations are further guaranteed by a Guarantee and Pledge
        Agreement with the principal officers of the Company, who have pledged 50%
        of
        their individual stock holdings as collateral for the convertible note
        obligations. In connection with the issuance of the 12% Notes, the Company
        issued 9,000,000 stock purchase warrants, at an exercise price of $0.37 per
        share exercisable for five years from the date of issuance.
 F-18


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      8: NOTES PAYABLE (CONTINUED)**




The
        Company determined the fair value of the warrants issued in connection with
        the
        original 12% Notes agreements using a Black-Scholes valuation model, and
        allocated the proceeds from the issuance of the notes between the warrants
        and
        convertible debt, based on the determination of their relative fair values.
        As a
        result of the fair value allocation of the warrants, the Company recorded
        debt
        discount and additional paid in capital in the amount of $1,025,907. The
        recorded debt discount was being amortized as non-cash interest expense over
        the
        term of the debt. During year ended December 31, 2005, the Company had recorded
        interest expense of $541,455 resulting from the debt discount
        amortization.
 
 As
        the
        effective conversion price of the notes on the date of issuance was below
        the
        fair market value of the underlying common stock, the Company recorded
        additional debt discount in the amount of $1,974,093 in connection with the
        beneficial conversion feature of the notes. The debt discount recorded as
        a
        result of the beneficial conversion feature was being amortized as non-cash
        interest expense over the term of the debt. During the year ended December
        31,
        2005, the Company had recorded interest expense of $1,014,442, resulting
        from
        the debt discount from the amortization of the beneficial conversion
        feature.
 
 The
        aggregate total of the debt discount of the warrants and the effective
        conversion price of the notes at issuance was $3,000,000. From October 2004
        through December 31, 2005, the Company issued 71,080,000 shares of its common
        stock for the conversion of total principal on the 12% Notes of $719,839,
        which
        is recorded net of related debt issuance costs totaling $85,691. Between
        January
        1, 2005 and December 31, 2005, 66,080,000 of these shares were issued for
        the
        conversion of $553,000 of principal which is recorded net of related prepaid
        financing costs totaling $57,730.
 
 At
        December 31, 2005, the remaining debt discount balances attributable to the
        warrants and beneficial conversion feature were $214,421 and $552,544,
        respectively, and the outstanding principal balance on the 12% Notes was
        $2,194,470.
 
 On
        March
        23, 2006 the Convertible Note Agreements were amended to change the Applicable
        Percentage, as defined in the convertible Notes from 50% to 40%. On March
        31,
        2006, the Warrant agreements were amended to change the exercise price to
        $0.06
        for 3,000,000 warrants, $0.15 for 3,000,000 warrants and $0.20 for 3,000,000
        warrants. The term of the warrants was extended to March 31, 2011. In connection
        with the amendment to the Convertible Note Agreements, the Company determined
        that the modification of terms met the requirements of EITF Issue 96-19 of
        an
        exchange of debt with substantially different terms and accordingly has deemed
        the debt to be extinguished as of March 23, 2006, and replaced with new debt
        on
        that date.
 
 In
        connection with the amendment and recording the extinguishment of the original
        12% Notes, the Company recorded a corresponding entry to record a new note
        at
        its principal balance as of March 23, 2006 of $1,500,000, and further recorded
        entries to record the discount related to the fair value of the embedded
        conversion feature and corresponding derivative liability totaling $1,298,151,
        in accordance with SFAS No. 133, “Accounting for Derivatives” (“SFAS No. 133”).
        The gain on extinguishment the Company recorded of $1,280,359 is calculated
        based on the write-off of $516,663 in unamortized discounts, $67,189 in
        unamortized debt issuance costs, $89,698 of the incremental fair value of
        the
        amended warrants, offset by the non-cash benefit of the beneficial conversion
        feature buyback for $1,953,909. This gain on extinguishment is further offset
        by
        the $1,330,649 loss on extinguishment of the 8% Notes (as described under
        8%
        Convertible Notes and Warrants above) for an aggregate net loss on
        extinguishment of $50,290. The new discount related to the embedded conversion
        feature is being amortized as non-cash interest expense over the remaining
        term
        of the debt. During the twelve months ended December 31, 2006 the Company
        recorded interest expense of $1,548,543, resulting from the debt discount
        amortization on the 12% Notes. At December 31, 2006, the debt discount balance
        had been fully amortized to zero and the outstanding principal balance on
        the
        12% Notes was $1,941,833. See Notes 4 and 21.   F-19


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      8: NOTES PAYABLE (CONTINUED)**




As
        explained in the Defaults on Convertible Notes above, the Company failed
        to make
        the scheduled principal payments of $394,470 due on July 23, 2006, $800,000
        due
        on September 15, 2006 and $1,200,000 due on October 12, 2006. Between July
        27,
        2006 and December 31, 2006, the Company has issued 104,000,000 shares of
        common
        stock from the conversion of $252,637 in principal on the matured convertible
        notes. These shares were issued pursuant to an exemption from the registration
        requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to
        Section 4(2) of the Act. As of December 31, 2006, the balance remaining on
        this
        matured convertible note is $141,833.
 
 Under
        the
        terms of the 12% Notes we were required to register the common stock underlying
        the notes and warrants within 120 days of executing the agreements. The
        Registration Statement on Form SB-2 was declared effective on September 9,
        2004
        registering 75,167,857 shares of common stock underlying the 12% Notes and
        warrants. To date, all of the shares registered under this registration
        statement in connection with the conversion of convertible notes have been
        issued to the holders of the 12% Notes. Based on our current stock price,
        it is
        necessary for us to file a registration statement to register additional
        shares
        to allow for conversion under the 12% Notes and exercise of the warrants
        as
        early as possible after we have obtained shareholder approval to file an
        amendment to our Articles of Incorporation to increase our authorized number
        of
        shares.


**Notes
      Payable -- Other**





At
      December 31, 2006, Notes Payable Other of $230,605, represents a short term
      note
      payable and an insurance financing obligation. On October 24, 2006, the Company
      received cash proceeds of $200,000 pursuant to the terms of a promissory note
      payable to Sujon Limited. Under the terms of the note, the principal balance
      plus a premium equal to 2,000,000 restricted common shares of ACTIS Global
      Ventures, Inc. and an interest rate of twelve percent per annum would be due
      and
      payable on or before February 18, 2007. The restricted shares would have
      piggyback registration rights. Effective February 18, 2007, the Company and
      Sujon Limited entered into an amendment to the $200,000 promissory note
      extending the due date of the note from February 18, 2007 to April 2, 2007.
      Effective April 2, 2007, the agreement was further amended to extend the due
      date to June 4, 2007. The amendment further provided that upon Sujon Limited
      signing the second amendment, the Company would make a $25,000 payment to be
      applied against the existing principal leaving a balance due of $175,000 plus
      interest from the date of the note. This amendment also requires the issuance
      of
      an additional 1,000,000 shares of restricted stock. No other terms of the
      agreement were modified. In February 2007, the Company issued the 2,000,000
      restricted shares of common stock as required under the agreement.





In
      addition, the Company financed approximately $30,600 of its product liability
      insurance premium under an agreement requiring monthly payments of $3,401 from
      January 2007 through September 2007.





**NOTE
      9:**  **DERIVATIVE
      LIABILITIES**





**Warrant
      Derivative Liability**


Evaluation
      of criteria under Emerging Issue Task Force (“EITF”), Issue No. 00-19,
“Accounting for Derivative Financial Instrument Indexed to, and Potentially
      Settled in, a Company’s Own Stock” (EITF 00-19) at June 30, 2005, resulted in
      the determination that the warrants issued in connection with the 12% and 8%
      convertible note agreements should be reclassified as a derivative liability
      as
      of June 30, 2005.





In
      accordance with EITF 00-19, warrants which are determined to be classified
      as
      derivative liabilities are marked to market each reporting period, with a
      corresponding non-cash gain or loss reflected in the current period. Using
      a
      Black Scholes model valuation with the following assumptions, expected dividend
      yield of zero (both years), expected stock price volatility of 185.44 % (2006)
      and 114.42% (2005), risk free interest rate of 4.53% (2006) and 4.39% (2005) and
      a remaining contractual life of 4.25 years in 2006, and ranging from 3.57 to
      4.50 years (2005), the aggregate fair values of the warrant derivative liability
      at December 31, 2006 and 2005 were determined to be $165,655 and $219,489,
      respectively. Based on these revaluations, the Company has recorded non-cash
      gains for the years ended December 31, 2006 and 2005 of $318,431 and $1,440,723,
      respectively, with corresponding decreases in the warrant derivative liability
      recorded at the times of revaluation.


F-20


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      9:**  **DERIVATIVE
      LIABILITIES (CONTINUED)**





**Embedded
      Derivative Liability**


The
      variable conversion feature within the 8% Convertible Notes and the 12%
      Convertible Notes constitutes an embedded derivative, which under SFAS No.
      133
      needs to be bifurcated from the notes and a separate value calculated and
      recorded as a liability. The values for the embedded derivative liabilities
      within each note were derived using standard valuation models for such
      conversion features. As a result of these valuations, fair values of embedded
      derivative liabilities of $456,472 for the 8% Notes and $1,298,151 for the
      12%
      Notes were recorded at March 23, 2006. Pursuant to SFAS No. 133, these embedded
      derivative liabilities are valued at the end of each reporting period, and
      any
      changes in the fair values are recorded as gain (loss) on embedded derivative
      liability in the statement of operations. During 2006, due to conversions on
      the
      12% Notes, $156,699 of the embedded derivative liability was reclassified to
      additional paid in capital. For the year ended December 31, 2006, the Company
      recorded a gain on embedded derivative liability of $129,669.





**NOTE
      10:**  **DEFERRED
      RENT**





In
      August
      2005, the Company entered into a five year lease for its facility in Carlsbad,
      California. The lease agreement allowed for two months free rent for the second
      and third months of the lease. The lease further allows for increases in the
      monthly payments annually during the term of the lease. In April 2005, the
      Company’s Australian subsidiary BIOPRO Australasia entered into a three year
      facility lease. The lease allowed for four months free rent for the initial
      four
      months of the lease. At December 31, 2006, and 2005, the Company had recorded
      deferred rent related to these agreements in the amount of $55,546 and $51,435,
      respectively.





**NOTE
      11: INVESTMENT IN AFFILIATE**





At
      December 31, 2006 the Company has a 38.75% equity investment in FemOne Canada.
      In May, 2002, the Company assigned the Canada distribution rights to Channoine,
      2SIS and the FemOne brand to FemOne Canada in exchange for 3,875 shares of
      common stock, originally a 38.75% equity investment. In 2002, the Company
      recorded $98,417 as an equity investment in affiliate. In July 2003 the Company
      transferred 875 shares of FemOne, Canada common stock to Mr. Page, having a
      nominal value, reducing the equity interest to 30%. In December 2004, Mr. Page
      returned 875 shares to FemOne, having a nominal value, increasing the equity
      interest to 38.75%.





The
      summarized unaudited financial information of FemOne Canada for the years ended
      December 31, 2006 and 2005 is as follows:




2006
            
            2005Assets
            
            $
            159,000
            
            $
            159,000Liabilities
            
            
            (383,000
            )
            
            (476,000
            )Deficit
            
            $
            (224,000
            )
            $
            (317,000
            )2006
            
            
            2005Revenues
            
            $
            1,972,000
            
            $
            1,071,000Net
                profit (loss)
            
            $
            95,000
            
            $
            26,000


F-21


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      11: INVESTMENT IN AFFILIATE (CONTINUED)**





As
      a
      result of recording losses from FemOne Canada the recorded value of the
      Company's investment in FemOne Canada was reduced to zero at December 31, 2003.
      Accordingly, the Company discontinued applying the equity method during 2003,
      resulting in the non-recognition of additional cumulative losses through
      December 31, 2004 of $73,416. The Company will resume the application of the
      equity method once its share of FemOne Canada's net income equals the total
      of
      the net losses not recognized during the period the equity method was suspended.
      The Company’s 38.75% portion of the net income for 2006 and 2005 is $36,708 and
      $9,917, respectively, which will be offset against the net losses not previously
      recognized.





**NOTE
      12: MINORITY INTEREST IN SUBSIDIARIES**





The
      minority interest in subsidiaries represents the ownership interest of the
      minority investors in the Company's subsidiaries, SRA Marketing and BIOPRO
      Australasia. At December 31, 2006 and December 31, 2005, minority interest
      in
      the equity of the subsidiaries is $91,090 and $52,279, respectively. The
      minority interest for the years ended December 31, 2006 and December 31, 2005,
      relative to the 49% minority interest in the income of the subsidiary was
      $38,811 and $8,756, respectively.




In
      October 2004, we began the operations of BIOPRO
      Australasia Pty Ltd, a subsidiary formed as a direct selling company in
      Australia to market our BIOPRO Technology products. We own 90% of BIOPRO
      Australasia, the remaining 10% is held by Mr. Kenneth Newton who served as
      its
      managing director until April 2005. The minority interest relative to the loss
      for 2006 and 2005 has been included in the consolidated loss for the periods.
      See "Certain Relationships and Related Party Transactions".





**NOTE
      13: COMMON STOCK**





The
      shares of common stock of the Company are all of the same class, are voting
      and
      entitle stockholders to receive dividends. Upon liquidation or wind-up,
      stockholders are entitled to participate equally with respect to any
      distribution of net assets or any dividends which may be declared.


On
      April
      15, 2005, the Company issued 7,575,758 shares of common stock to Ray W. Grimm,
      Jr. as payment of shareholder loans in the amount of $250,000, and on May 13,
      2005, the Company issued 5,000,000 shares of common stock to Ray W. Grimm,
      Jr.
      as payment of shareholder loans in the amount of $100,000.





On
      April
      22, 2005, the Company issued 566,920 shares of common stock to Alfred Hanser
      as
      payment of deferred salaries in the net amount of $15,555.





In
      December 2005, the Company cancelled 17,400 shares of common stock issued to
      a
      consultant in November 2003 at the consultant’s request.




During
      the year ended December 31, 2005, the Company issued an aggregate of 66,080,000
      shares of common stock for conversion of $553,000 of convertible notes payable,
      which is recorded net of related debt issue costs of $57,730.





On
      March
      17, 2006, the Company issued 42,673,267 shares of stock to Ray W. Grimm, Jr.
      as
      repayment of shareholder loans and accrued interest of $411,733 and $15,000
      of
      deferred salaries, and on that same date the Company issued 2,804,804 shares
      of
      stock to Alfred Hanser as repayment of shareholder loans and accrued interest
      of
      $3,048 and $25,000 of deferred salaries. On March 17, 2006, the Company issued
      100,000 shares of stock to Joseph Caracciolo as compensation for his continued
      service to the board of directors. The Company recorded compensation expense
      of
      $4,100 related to this issuance.





During
      the year ended December 31, 2006, the Company issued an aggregate of 104,000,000
      shares of common stock for conversion of $252,637 in principal of convertible
      notes payable.





On
      August
      1, 2006, the Company entered into consulting agreements with a consultant to
      assist the Company in its financing and investor relations programs. The
      consultant will receive as compensation for their services a total of 25,000,000
      shares of restricted common stock and warrants to acquire 2,000,000 shares
      of
      common stock at $0.10 per share through August 4, 2011. For the year ended
      December 31, 2006, the Company recorded non-cash compensation expense of
      $378,957. This includes the expense related to the fair value of 8,333,333
      shares earned in September 2006 and amortization of the remaining fair value
      of
      the restricted shares and warrants. The fair value of 16,666,667 restricted
      common shares and warrants to purchase 2,000,000 common shares are being
      amortized pro rata over the twelve month service period of the agreement.
      Unrecognized compensation expense of $253,574 will be recognized over the
      remaining seven month term of the respective agreement. The Company also issued
      2,000,000 shares of restricted common stock as partial consideration for
      consulting services performed under a consulting agreement, and may be required
      to issue additional shares if outstanding warrants are exercised. The Company
      recorded compensation expense of $8,000 related to the issuance of these
      2,000,000 restricted shares. See Notes 12 and 20.


F-22


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      14: SHARES RESERVED FOR ISSUANCE**





At
      December 31, 2006 and 2005, the Company has reserved shares of common stock
      for
      issuance as shown below:





2006
            
            2005Shares
                reserved for retirement of shareholder loans
            
            
            -
            
            
            41,478,071Shares
                reserved for payment of deferred salaries
            
            
            -
            
            
            4,000,000Shares
                underlying warrants
            
            
            56,850,000
            
            
            53,250,000Shares
                underlying convertible debt
            
            
            4,947,871,043
            
            
            960,281,840Shares
                underlying stock option plan
            
            
            7,033,710
            
            
            7,013,710Shares
                reserved for compensation, fees and services
            
            
            33,448,513
            
            
            448,5135,045,203,266
            
            
            1,066,472,134





Under
      the
      terms of both the 12% Notes and 8% Notes, together with their ancillary
      agreements, (collectively referred to as the “Notes”), we are required to
      maintain a sufficient number of authorized but unissued shares to allow for
      the
      issuance of up to two times the number of shares of common stock which are
      convertible under all outstanding convertible notes and exercisable under all
      outstanding warrants, in each case as of the date of calculation. The conversion
      price to be used in making such calculation is the average of the three lowest
      intra-day trading prices for our stock during the preceding twenty trading
      days,
      times 40%. At December 31, 2006, the conversion price was $0.000853. The total
      number of shares which we are required to have on reserve against the conversion
      of the Notes and exercise of the warrants is 9,637,113,716, which is greater
      than the number of authorized shares of common stock of 5,000,000,000. Under
      the
      terms of the Notes, the note holders could require us to pay a penalty to the
      note holders until the date on which such default is cured. See Note 18.





Shares
      reserved for issuance underlying convertible debt at December 31, 2006, assume
      conversion of $3,441,833 of principal and $773,936 of accrued interest
      outstanding at December 31, 2006 at the approximate conversion price as of
      December 31, 2006 of $0.000853 per share. Shares reserved for issuance
      underlying the convertible debt at December 31, 2005, assume conversion of
      $3,694,470 of principal and $271,494 of accrued interest outstanding at December
      31, 2005 at an approximate conversion price at that date of $0.00413 per
      share.





In
      connection with shares reserved for issuance as compensation, the Company
      recorded compensation expense and additional paid in capital during 2004 of
      $139,599 related to an agreement with Steven Page, president of FemOne Canada
      in
      consideration for his role related to business development and marketing. In
      addition, 33,000,000 shares are reserved for the future issuance of common
      stock
      pursuant to two agreements with third parties to provide services to the company
      as described in Note 15.





**NOTE
      15: WARRANTS**





**Common
      Stock Warrants**





During
      2004, the Company issued 10,250,000 stock purchase warrants exercisable into
      a
      like number of shares of its common stock at exercise prices ranging from $0.37
      to $0.50 per share with a five year life. Of the total warrants issued,
      9,000,000 of the warrants were issued in connection with the 12% convertible
      notes as described in Note 6 .





During
      2005, in connection with the sale of 8% Convertible Notes describe in Note
      6,
      the Company issued 44,000,000 stock purchase warrants exercisable into a like
      number of shares of its common stock at an exercise price of $0.25 per share.
      The warrants had a five year life.





On
      March
      31, 2006, the Company entered into an amendment to the Warrant Agreements
      underlying the 8% and 12% Notes in aggregate of 53,000,000, where the Company
      amended the exercise price to 17,666,667 shares exercisable at $0.06 per share;
      17,666,667 exercisable at $0.15 per share and 17,666,666 at $0.20 per share.
      The
      term of the warrants was extended to March 31, 2011.


F-23


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      15: WARRANTS (CONTINUED)**





On
      August
      1, 2006, the Company entered into agreements with a consultant to assist the
      Company in its financing and investor relations programs. The consultant will
      receive as compensation for their services a total of 25,000,000 shares of
      restricted common stock and warrants to acquire 2,000,000 shares of common
      stock
      at $0.10 per share through August 4, 2011.





Effective
      November 1, 2006, the Company entered into a consulting agreement under which
      a
      consultant was granted 2,000,000 restricted shares of common stock and will
      be
      entitled to receive up to 8,000,000 warrants to purchase shares of the Company’s
      stock. The warrants allow for the purchase of shares of our common stock at
      a
      strike price of $0.003 per share. The warrants have a five year life from date
      of issue. The agreement is initially for one year with up to four one-year
      renewals. At the end of each one-year period, if the agreement is renewed for
      the next year, the consultant will have vested in 1,500,000 warrants. If the
      consultant achieves enrolling the milestone number of independent distributors
      of a certain level he will vest earlier in up to 100,000 warrants per milestone
      achieved. In addition, if two additional revenue-based performance milestones
      are achieved in 2007, the consultant could be issued and vest in up to 1,000,000
      more warrants for each milestone achieved. In 2006, we fully recognized expense
      for the $8,000 fair value of the 2,000,000 restricted shares awarded at contract
      signing. In addition, we recognized approximately $1,000 of compensation expense
      for the two month service period ended December 31, 2006. This represents
      amortization over a twelve-month period beginning November 1, 2006, of the
      $5,800 fair value of the 1,500,000 warrants the Company believes will vest
      based
      on the probable renewal of the agreement on November 1, 2007, plus $400 of
      expense for 100,000 warrants vested by achieving enrollment performance
      milestones through December 31, 2006.





**Warrants**





The
      warrant activity for the year ended December 31, 2006, is summarized below:





Warrants
            
            Weighted
              Average
              Exercise
                PriceOutstanding
                warrants at the beginning of the period
            
            
            53,250,000
            
            
            $0.27Granted
            
            
            3,600,000
            
            
            $0.06Original
                warrants amended March 31, 2006
            
            
            (53,000,000
            )
            
            $0.27New
                warrants as amended March 31, 2006
            
            
            53,000,000
            
            
            $0.14Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Outstanding
                warrants at the end of period
            
            
            56,850,000
            
            
            $0.13





The
      following table summarizes information concerning outstanding and exercisable
      warrants as of December 31, 2006:





Warrants
                Outstanding
            
            Warrants
                ExercisableRange
                of
              Exercise
                Prices
            
            Number
              Outstanding
            
            Average
                Remaining
              Contractual
                Life
              (in
                years)
            
            Weighted
                Average Exercise Price
            
            Number
              Exercisable
            
            Weighted
                Average
              Exercise
                Price$0.003
                - $0.1
            
            21,266,666
            
            4.33
            
            $0.06
            
            21,266,666
            
            $0.06$0.15
                - $0.20
            
            35,333,334
            
            4.25
            
            $0.18
            
            35,333,334
            
            $0.18$0.50
            
            250,000
            
            2.01
            
            $0.50
            
            250,000
            
            $0.5056,850,000
            
            4.03
            
            $0.13
            
            56,850,000
            
            $0.13


F-24


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      16: STOCK BASED COMPENSATION**





In
      January, 2003, the Company’s Board of Directors, adopted the 2003 Stock
      Option/Issuance Plan ("2003 Plan"), which was approved by the Company's
      shareholders on January 7, 2003.





In
      November 2004, the Company's shareholders approved the adoption of its Stock
      Purchase Plan authorizing up to 3,700,000 options available for grant to
      employees and consultants transferring all issued and outstanding stock options
      under the 2003 Stock Option/Issuance Plan. In January 2005, the plan was amended
      and our shareholders approved increasing the total options available for grant
      to 12,500,000.





Option
      awards are generally granted with an exercise price equal to the market price
      of
      the company’s stock at the date of grant; those option awards generally vest
      based on 4 years of continuous service and have 10-year contractual terms.
      Certain option awards provide for accelerated vesting if there is a change
      in
      control (as defined in the plan).





The
      compensation cost that was charged to expense for this plan was $14,609 and
      $14,052 for the years ended December 31, 2006 and 2005, respectively. Due to
      the
      net operating losses incurred since inception, no income tax benefit has been
      reflected in the statements of operations for the years ended December 31,
      2006
      and 2005.





The
      fair
      value of each option award is estimated on the date of grant using the Black
      Scholes option valuation model that uses the assumptions noted in the following
      table. Because lattice-based option valuation models incorporate ranges of
      assumptions for inputs, those ranges are disclosed. Expected volatilities are
      based on historical volatility of the Company’s stock. The Company has never had
      any options exercised since inception of the plan. No terminations are estimated
      in the model due to lack of historical data. The expected term of options
      granted is derived from the output of the option valuation model and represents
      the period of time that options granted are expected to be outstanding; the
      range given below results from certain groups of employees exhibiting different
      behavior. The risk-free rate for periods within the contractual life of the
      option is based on the U.S. Treasury yield curve in effect at the time of grant.





**2006**
            
            **2005**Expected
                volatility
            158%-164%
            
            115%Weighted-average
                volatility
            163%
            
            115%Expected
                dividends
            0%
            
            0%Expected
                term (in years)
            .33
                - 5.0
            
            5.0Risk-free
                interest rate
            4.9%
                - 5.0%
            
            4.4%





In
      December 2005, the company granted 6,475,000 stock options to its employees.
      Each option is exercisable for ten years from the date of grant and has an
      exercise price of $0.01 per share equal to the fair market value on the date
      of
      grant, 5,475,107 shares vested on the date of grant and the remaining 999,893
      shares will vest through August 2009. In December, 2005, certain of the
      Company’s employees cancelled previously issued stock options equal to 1,954,196
      shares at exercise prices ranging from $0.05 to $0.65 per
      share.


F-25


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      16: STOCK BASED COMPENSATION (CONTINUED)**





Stock
      option activity for the year ended December 31, 2006 and 2005 is as
      follows:





Options
              Outstanding
            
            Weighted
                Average
              Exercise
                Price
            
            WeightedAverage
              Contractual
                Term
            
            Aggregate
              IntrinsicValueOutstanding
                at December 31, 2004
            2,492,906
            
            $0.22Issued
            6,475,000
            
            $0.01Cancelled
            (1,954,196
            )
            $0.26Exercised
            --
            
            --Outstanding
                at December 31, 2005
            7,013,710
            
            $0.02Issued
            82,500
            
            $0.03Cancelled
            (62,500
            )
            $0.03Exercised
            --
            
            --Outstanding
                at December 31, 2006
            7,033,710
            
            $0.02
            
            8.76
            
            -0-Exercisable
                at December 31, 2006
            6,360,819
            
            $0.016
            
            7.93
            
            -0-





The
      weighted-average grant-date fair values of options granted during the years
      ended December 31, 2006 and 2005 were $0.015, and $0.008, respectively. No
      options were exercised during the years ended December 31, 2006 and
      2005.





A
      summary
      of the status of the Company’s nonvested shares as of December 31, 2006, and
      changes during the years ended December 31, 2006 and 2005, is presented below:





**Nonvested**
              ******Shares**
            
            **Weighted-average**
              **Grant-Date**
              **Fair
                Value**Nonvested
                at January 1, 2005
            
            
            200,190
            
            $
            0.28Granted
            
            
            6,475,000
            
            $
            0.008Vested
            
            
            (5,541,837
            )
            $
            0.011Forfeited
            
            
            -
            
            
            -Nonvested
                at December 31, 2005
            
            
            1,133,353
            
            $
            0.040


Granted
            
            
            82,500
            
            $
            0.015Vested
            
            
            (480,462
            )
            $
            0.047Forfeited
            
            
            (62,500
            )
            $
            0.011Nonvested
                at December 31, 2006
            
            
            672,891
            
            $
            0.035





As
      of
      December 31, 2006 there was $14,717 of total unrecognized compensation cost
      related to nonvested share-based compensation arrangements granted under the
      Plan. The cost is expected to be recognized over a weighted-average period
      of
      1.63 years. The total fair value of shares vested during the years ended
      December 31, 2006 and 2005, was $14,609 and $44,938, respectively.


F-26


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      16: STOCK BASED COMPENSATION (CONTINUED)**





Options Outstanding
            
            Options
                ExercisableRange
                of
              Exercise
                Prices
            
            Number
              Outstanding
            
            Weighted
                Average Remaining
              Life
                in Years
            
            Weighted
                Average Exercise Price
            
            Number
              Exercisable
            
            Weighted
                Average Exercise Price
              Per
                Share$0.01
            
            6,475,000
            
            8.98
            
            $0.01
            
            5,868,839
            
            $0.01$0.03
                - $0.50
            
            558,710
            
            6.20
            
            $0.09
            
            491,980
            
            $0.087,033,710
            
            
            
            
            
            6,360,819





Prior
      to
      the adoption of SFAS 123R, the Company accounted for its employees stock based
      compensation using the intrinsic value method prescribed by APB 25. We applied
      below the disclosure provisions of SFAS 123, as amended by SFAS 148, “Accounting
      for Stock Based Compensation - Transition and Disclosure” as if the fair value
      method had been applied. For purposes of pro forma disclosures, the value of
      the
      options is estimated using a Black-Scholes option pricing formula and amortized
      to expense over the options’ vesting periods.





The
      following pro forma information sets forth our net income assuming that we
      had
      used the SFAS 123 fair value method in accounting for employee stock options
      during the year ended December 31, 2005;





Year
                ended
              December
                31, 2005Net
                LossAs
                reported
            
            $
            (3,870,122
            )SFAS
                No. 123 effect
            
            
            (168,621
            )Pro
                forma net loss
            
            $
            (4,038,743
            )Net
                loss per share, basic and dilutedAs
                reported
            
            $
            (0.05
            )Pro
                forma
            
            $
            (0.06
            )Basic
                and diluted shares outstanding
            
            
            72,104,412








**NOTE
      17: RELATED PARTY TRANSACTIONS**





**RELATED
      PARTY TRANSACTIONS**


A
      related
      party is generally defined as any person that holds 10% or more of the Company's
      securities and their immediate families, the Company's management, someone
      directly or indirectly controls, is controlled by or is under common control
      with the Company, or anyone who can significantly influence the financial and
      operating decisions of the Company. A transaction is considered to be a related
      party transaction where there is a transfer of resources or obligations between
      related parties.





**NOTES
      PAYABLE**


At
      December 31, 2005, the Company had Promissory Note agreements with Mr. Ray
      W.
      Grimm, Jr. and Mr. Alfred Hanser. Such notes accrued interest at a rate of
      8%
      per annum. On December 21, 2005, Mr. Grimm and Mr. Hanser agreed to convert
      their outstanding shareholder loans into common stock. As of December 31, 2005,
      our obligations to Mr. Grimm and Mr. Hanser for the principal and accrued
      interest on these stockholder loans was $411,733 and $3,048, respectively.
      As of
      December 31, 2005, we had reserved for issuance 41,478,071 shares of common
      stock to issue pursuant to these agreements. On March 17, 2006, the Company
      issued 42,673,267 shares of stock to Ray W. Grimm, Jr. as repayment of
      shareholder loans and accrued interest of $411,783 and $15,000 of deferred
      salaries owed to Mr. Grimm.


F-27


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      17: RELATED PARTY TRANSACTIONS (CONTINUED)**





On
      March
      17, 2006, the Company issued 2,804,804 shares of stock to Alfred Hanser as
      repayment of shareholder loans and accrued interest of $3,048 and $25,000 of
      deferred salaries. During 2006, Mr. Grimm loaned the Company $93,000, of which,
      at December 31, 2006, the Company was indebted to Mr. Grimm in the amount of
      $35,000 for a non-interest bearing loan due on demand. See Note 21.





In
      September 2006, an entity affiliated with Mr. Joseph Caraciolo, a member of
      our
      Board of Directors and stockholder, loaned the company a total of $100,000
      in
      two separate loans. At December 31, 2006, both loans plus accrued interest
      of
      $608 had been repaid.





In
      November 2006, Mr. Page made a $38,016 loan to SRA marketing at 8% interest.
      This loan is payable on demand subject to available cash funds.




**DEFERRED
      COMPENSATION**


Mr.
      Grimm
      and Mr. Hanser, from time to time, have elected to defer payment of their
      salaries until such time that the Company had sufficient cash flows from
      operations or raised sufficient equity resources to begin to repay the deferred
      salaries. In May 2005, Mr. Hanser’s deferred salaries were reduced by $17,500
      through the issuance of 566,920 shares of common stock representing net payment
      of $15,555. On December 21, 2005, Mr. Grimm and Mr. Hanser agreed to have
      deferred salaries of $15,000 and $25,000, respectively, be paid through the
      issuance of common stock. As of December 31, 2005, the Company had reserved
      4,000,000 shares for this issuance. As of December 31, 2005, Mr. Grimm and
      Mr.
      Hanser had deferred salaries due of $57,516 and $31,610, respectively. In 2006,
      Mr. Grimm and Mr. Hanser were paid $13,389 and $31,610, respectively, of their
      2005 deferred salaries. In 2006, Mr. Grimm and Mr. Hanser deferred payment
      of
      $65,000 and $44,750, respectively, of their 2006 salaries. As of December 31,
      2006, deferred salaries of $108,827 and $44,750 were owed to Mr. Grimm and
      Mr.
      Hanser, respectively. Additionally, Mr. Grimm and Mr. Hanser have deferred
      their
      accrued bonuses of $126,451 and $57,332, respectively. Mr. Hanser is also owed
      commission of $46,035 at December 31, 2006, and also as of that date Mr. Grimm
      and Mr. Hanser were owed accrued compensation from SRA Marketing of $14,400
      and
      $36,940 respectively. See Note 21.





**FEMONE/BIOPRO
      CANADA**


In
      July
      2002, the Company assigned the Canada distribution rights to all of the
      Company's US Products in exchange for 38.75% ownership in FemOne/BioPro Canada.
      In July 2003, the agreement was amended to decrease the portion of ownership
      by
      the Company to 30%. The agreement provides that the Company supply Canada with
      inventory and marketing aids at a price equal to cost. The agreement was amended
      in December 2004 increasing the ownership to 38.75%. For the years ended 2006
      and 2005, the Company recorded Sales to Canada for their inventory purchases
      of
      $316,256 and $146,333, respectively. As of December 31, 2006, the Company owed
      FemOne Canada $18,267.





The
      July
      2003 agreement provides for issuance of shares of Common Stock of the Company
      to
      Mr. Steven Page, president of FemOne/BioPro Canada. These shares of common
      stock
      are to be issued to Mr. Page as compensation for his services in sales,
      marketing and business development. During 2003 and 2004, the Company reserved
      for issuance an aggregate total of 448,513 shares of its common stock for Mr.
      Page under this agreement. During 2004, the Company recorded expense in the
      amount of $118,500 related to the shares reserved for Mr. Page for services
      performed under the agreement in the year ended December 31, 2004. The Company
      has no further obligation to compensate Mr. Page with shares of common stock
      under this agreement. The shares reserved for Mr. Page are restricted under
      Rule
      144.





In
      August
      2004, FemOne/BIOPRO Canada formed a division to market certain of their licensed
      products through the direct response television marketing channel in Canada.
      We
      provided assistance in the form of a shareholder loan in the amount of $35,646
      to FemOne/BIOPRO Canada for inventory purchases. Between January and June 2005,
      all of this loan was repaid.


F-28


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      17: RELATED PARTY TRANSACTIONS (CONTINUED)**





**SRA
      MARKETING**


In
      December 2004, we formed the subsidiary SRA Marketing to market products using
      Direct Response Television Shopping with a company owned by Mr. Steven Page,
      president of our affiliate FemOne/BIOPRO Canada. ACTIS Global Ventures, Inc.
      holds 51% ownership in SRA Marketing, Mr. Page's company, ROSTCO, holds the
      remaining 49%. Currently, we are negotiating definitive shareholder's agreements
      and long-term management agreements with ROSTCO, as well as finalizing a written
      distribution and licensing agreement to memorialize the terms of our current
      understanding with it and Mr. Page. However, as of the date of this Report,
      those Agreements are not yet in effect. As of December 31, 2006 and 2005, there
      were outstanding shareholder loans due to Mr. Steven Page and ROSTCO from SRA
      Marketing of $38,016 and $39,150, respectively.





**SUBLICENSE
      AGREEMENT WITH ALFRED HANSER**


In
      May
      2002, the Company entered into a sublicense agreement with Alfred
      Hanser for the exclusive right to distribute CHANNOINE® Cosmetics products
      through Direct Sales and network marketing in the United States, Canada and
      Mexico. In exchange for this sublicense, FemOne issued shares of common stock
      equivalent to the cost of the license agreement which was $216,667. The
      sublicense agreement is effective for an initial term of five years, and
      includes five consecutive options to extend the term for additional five year
      periods (for a total term of thirty years), for no additional consideration.
      The
      shares of common stock underlying this agreement were issued by the privately
      held FemOne California. In connection with the merger transaction, Mr. Hanser
      received 323,356 shares of common stock for his percentage of holdings in the
      California corporation on the date of the merger and his participation in the
      prorated share allocation of 1,000,000 shares to the California shareholders.
      In
      December 2004, Mr. Hanser transferred the rights to the Direct Response
      Television Shopping channel to the Company.





**CHANNOINE
      LLC** .


Mr.
      Alfred Hanser, who serves as a member of our Board of Directors, is President
      of
      the Company, and the sublicensor of our distribution rights for the Channoine
      product line, also serves as General Manager of Channoine LLC, a position he
      already held (and ACTIS was aware of) before joining ACTIS (formerly FemOne,
      Inc.) in 2002. Channoine LLC has been the official importer of record for all
      CHANNOINE products in North America since 1999 and it is listed as such on
      CHANNOINE product packaging. As such, beginning in the fourth quarter of
      2006, SRA Marketing began ordering and paying for inventory purchases directly
      through Channoine LLC, rather than through the Channoine parent company in
      Europe (Channoine Cosmetics AG, or CCAG) as had previously been the case. Total
      payments made by SRA Marketing in 2006 to Channoine LLC were $216,986. Channoine
      LLC pays CCAG for any North American inventory purchases.





**BIOPRO
      AUSTRALASIA**


In
      October 2004 we began operations of BIOPRO Australasia Pty, Ltd, a subsidiary
      formed to market through Direct Sales our BIOPRO Technology products. Mr.
      Kenneth Newton who is a 10% shareholder of BIOPRO Australasia, was the managing
      director of BIOPRO Australasia through April 2005. Mr. Newton was compensated
      as
      an employee from October 2004 to April 2005 for his services and facility
      related expenses.





**BIOPRO
      TECHNOLOGY SOUTH AFRICA, PTY, LTD -** In March
      2006, the Company formed its subsidiary BIOPRO Technology South Africa Pty,
      Ltd
      to market the products of BIOPRO Technology in South Africa. ACTIS owns 100%
      of
      the outstanding shares of BIOPRO Technology South Africa.





**FAMILY
      RELATIONSHIP**


Since
      November 2003, certain members of Mr. Grimm's immediate family received
      compensation from the Company. During the years ended December 31, 2006 and
      2005, they were paid commissions of $226,635 and $206,577,
      respectively.


F-29


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      18: COMMITMENTS AND CONTINGENCIES**





**DEFAULT
      ON CONVERTIBLE NOTES PAYABLE**


At
      December 31, 2006, the Company is in default on certain of its obligations
      under
      the 8% Callable Secured Convertible Notes (the “8% Notes”) and 12% Callable
      Secured Convertible Notes (the “12% Notes”) agreements, as it did not make the
      scheduled principal and interest payments, currently does not have an effective
      registration statement covering the underlying shares of common stock available
      for issuance upon conversion of these notes, and does not have a sufficient
      number of authorized but unissued shares to allow for the issuance of up to
      two
      times the number of shares of common stock which are convertible under all
      outstanding convertible notes and exercisable under all outstanding warrants,
      in
      each case as of the date of calculation.





On
      November 16, 2005, the Company received a Notice of Default from our holders
      of
      the 12% convertible notes (“Notice”). The Notice formally advised the Company
      that it is in default on certain obligations under the convertible 12% Note
      agreements. The Notice called for the immediate payment of the Mandatory
      Prepayment Amount, as defined in the convertible note agreements, and any other
      sums due to the note holders at the time of the Notice.  On February 15,
      2006, the Note Holders filed a lawsuit against the Company for default under
      the
      8% Notes and the 12% Notes (collectively “the Notes”) agreements. On March 23,
      2006, this lawsuit was discontinued without prejudice after the Company amended
      the Notes to make changes to certain terms regarding conversion rate, warrant
      pricing and warrant expiration date. These amendments to the Notes did not
      cure
      the default.





The
      12%
      Notes matured between July and October 2006 and the 8% Notes mature on June
      30,
      2008. The Company did not make the required principal payments of $394,470
      on
      July 23, 2006, $800,000 on September 15, 2006 and $1,200,000 on October 12,
      2006. Accrued interest on the 12% Notes was not paid when due, and totals
      $591,952 at December 31, 2006. Effective with the nonpayment of principal or
      interest, the 12% interest rate became a default interest rate of 15%. Under
      the
      8% notes, interest is accrued but is not required to be paid unless the trading
      price for every trading day within the month is not greater than $0.002125.
      In
      November and December 2006, this minimum trading condition was not met. The
      required interest payments were not made, thus triggering an Event of Default
      as
      defined under the 8% Note agreements, and triggering an increase in the interest
      rate on the 8% Notes to 10%. Under the terms of the Notes, nonpayment of
      principal or interest would be an event of default and under certain
      conditions, after notice from the holders, could trigger a Mandatory
      Prepayment Amount (as defined in the note agreements) that would require us
      to
      pay 130% of the principal and interest, and could require payment of additional
      penalties. The Company estimates that these additional penalties totaled
      $2,040,528 and $802,322 at December 31, 2006 and 2005, respectively. As of
      December 31, 2006, we estimate that the Mandatory Prepayment Amount of the
      Notes
      based on 130% of outstanding principal and interest balances would be
      approximately $5.3 million. As of March 30, 2007, we have not received any
      notice of an event of default due to failure to make the required payments
      at
      maturity. In the event that the default with respect to the 8% notes is cured,
      the Company will reclassify the non-current portion as appropriate at that
      time.
      Failure to remedy the events of default under either Note could result in the
      note holders foreclosing on all of the Company’s assets.





In
      order
      to cure the defaults, the Company would need to raise additional capital, file
      a
      registration statement and obtain shareholder approval to increase the number
      of
      authorized shares. Until such time as the Company raises additional capital
      it
      will not be able to file the registration statement. The company will attempt
      to
      obtain shareholder consent from more than 50% of the voting shares without
      a
      formal shareholder meeting, however, in the event this is not possible, then
      the
      company would need to undertake the expense of holding a shareholder meeting.
      A
      shareholder meeting is contingent upon, among other things, raising additional
      capital.





**EMPLOYMENT
      AGREEMENTS AND DEFERRED COMPENSATION - OFFICERS**


In
      June
      2002, the Company entered into employment agreements with Ray W. Grimm, Jr.
      (CEO) and Alfred Hanser (President.) The agreements provide for the continuing
      services of Mr. Grimm and Mr. Hanser for five years at a salary scale that
      is
      tied directly to total revenues. If either executive is terminated without
      cause, or is terminated within twelve months of a change of control of the
      Company, in both cases as defined in the agreement, they are entitled to two
      years salary, plus twenty-four months of accrued bonus based on the average
      monthly bonus of the previous six months immediately prior to
      termination.


F-30


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      18: COMMITMENTS AND CONTINGENCIES (CONTINUED)**





Mr.
      Grimm
      and Mr. Hanser, from time to time, have elected to defer payment of a portion
      of
      their salaries until such time that the Company had sufficient cash flows from
      operations or raised sufficient equity resources to begin to repay the deferred
      salaries. As of December 31, 2005, deferred salaries of $57,516 and $31,610
      were
      owed to Mr. Grimm and Mr. Hanser, respectively. In 2006, Mr. Grimm and Mr.
      Hanser deferred payment of $65,000 and $44,750, respectively, of their 2006
      salaries. As of December 31, 2006, deferred salaries of $108,827 and $44,750
      were owed to Mr. Grimm and Mr. Hanser, respectively. Additionally, Mr. Grimm
      and
      Mr. Hanser have deferred their accrued bonuses of $126,451 and $57,332,
      respectively. Mr. Hanser is also owed commission of $46,035 at December 31,
      2006, and also as of that date Mr. Grimm and Mr. Hanser were owed accrued
      compensation from SRA Marketing of $14,400 and $36,940 respectively. See Note
      20.





Mr.
      Grimm, Mr. Hanser and Mr. Page have contingent compensation of approximately
      $80,000 which may be payable in the future under certain conditions. Payment
      of
      this compensation is contingent upon SRA Marketing having sufficient cash flow
      to pay the amounts and further provided that the SRA Marketing Board of
      Directors, comprised of Mr. Grimm, Mr. Page and Mr. Hanser, formally authorizes
      this payment. Due to the uncertainty of the future payment, this contingent
      liability has not been accrued in the financial statements at December 31,
      2006.





**OPERATING
      LEASES**


The
      Company has operating leases for its facilities as follows:





*United
      States*


On
      August
      1, 2005, the Company entered into a non-cancelable five-year operating lease
      for
      its executive office and warehouse location. The Company received two months
      free rent under this lease agreement, and has secured the agreement with a
      security deposit of $135,000. Prior to August 2005, the Company was leasing
      on a
      month to month basis its corporate office and warehouse facility. Rent expense
      was $294,580 and $173,064 for 2006 and 2005, respectively. During 2005, the
      Company received two months free rent equal to approximate cash savings of
      $40,358. See Note 10.





*Australia*


BIOPRO
      Australasia entered into a 39 month non-cancelable operating lease for its
      offices in Melbourne Australia. BIOPRO Australasia received three months free
      rent under this lease agreement and has secured the agreement with a lease
      deposit of AUD 11,500. Rent Expense was $33,670 and $21,425 for the years ended
      December 31, 2006 and 2005, respectively. During 2005, BIOPRO Australia received
      three months free rent equal to approximate cash savings of $12,600. See Note
      10.





*South
      Africa:*


In
      June
      2006, BIORO SA entered into a 36-month non cancelable lease for its offices
      in
      Johannesburg, South Africa. This lease has a 36- month renewal option at the
      end
      of the initial term. Rent expense for the year ended December 31, 2006 was
      $24,722.




*Philippines:*


As
      of
      December 31, 2006, the lease obligation of $527 for the remaining term of three
      months for the BIOPRO Asia lease for its executive office facility in Pasig
      City, was assumed by another company. Rent Expense of $16,332 and $4,844 for
      the
      years ended December 31,2006 and 2005, respectively, is included in discontinued
      operations.





The
      net
      minimum lease payments for the facilities leases at December 31, 2006 are as
      follows:





**Year
                Ending December 31**,2007
            
            $
            379,8562008
            
            
            375,0112009
            
            
            338,3822010
            
            
            193,011Total
                minimum lease payments
            
            $
            1,286,260





The
      Company pledges 1/2% of commissionable sales from its products sold through
      Direct Sales in the United States to Childhelp USA, a charitable organization.
      Pledges to Childhelp USA were approximately $38,311 and $27,192 for 2006 and
      2005, respectively.


F-31


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      19: INCOME TAXES**





The
      provision (benefit) for income taxes in 2006 and 2005 consists of the
      following:




December
                31,2006
            
            2005Current:Federal
            
            $
            --
            
            $
            --State
            
            
            1,600
            
            
            1,600Totals
            
            $
            1,600
            
            $
            1,600Deferred:Federal
            
            $
            --
            
            $
            --State
            
            
            --
            
            
            --Totals
            
            $
            --
            
            $
            --$
            1,600
            
            $
            1,600




Significant
      components of the Company's deferred tax assets and liabilities as of December
      31, 2006 and December 31, 2005 are shown below. A valuation allowance has been
      recognized to offset the deferred tax assets as realization of such assets
      is
      uncertain. During the ended December 31, 2006 the valuation allowance increased
      to $4,581,366.





Deferred
      income taxes reflect the net tax effects of the temporary differences between
      the carrying amounts of assets and liabilities for financial reporting and
      the
      amounts used for income tax purposes.





The
      tax
      effect of temporary differences consisted of the following as of December 31,
      2006 and 2005:





December
                31,2006
            
            2005(Restated)Deferred
                tax assets:Net
                operating loss
            
            $
            3,905,832
            
            $
            2,643,341Accrued
                vacation
            
            
            23,276
            
            
            24,616Stock
                options
            
            
            404,087
            
            
            200,494Deferred
                compensation
            
            
            65,857
            
            
            41,102Inventory
                reserve
            
            
            144,912
            
            
            152,946Start
                up costs timing differences
            
            
            8,357
            
            
            41,420Other
            
            
            36,986
            
            
            61,463Net
                deferred tax assets
            
            
            4,589,307
            
            
            3,165,382Deferred
                tax liabilities:Deferred
                state taxes
            
            
            0
            
            
            (221,305
            )Depreciation
                & amortization timing differences
            
            
            (7,941
            )
            
            (10,217
            )Net
                deferred tax asset
            
            $
            4,581,366
            
            $
            2,933,860Valuation
                allowance
            
            
            (4,581,366
            )
            
            (2,933,860
            )Net
                deferred tax asset
            
            
            -
            
            
            -


F-32


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      19: INCOME TAXES (CONTINUED)**





At
      December 31, 2006 and December 31, 2005, the Company had net operating loss
      carry forwards available to reduce future taxable income, if any, of
      approximately $9,806,000 and $6,171,000, respectively, for Federal income tax
      purposes. It also has net operating loss carry forwards available to reduce
      future taxable income, if any, of approximately $9,801,000 and $6,168,000,
      respectively, for State purposes. The Federal and State net operating loss
      carry
      forwards will begin expiring in 2022 and 2013, respectively. The carry forwards
      may be limited if a cumulative change in ownership of more than 50% occurs
      within a three year period.





The
      expected income tax provisions, computed based on the Company's pre-tax loss
      and
      the statutory Federal income tax rate, is reconciled to the actual tax provision
      reflected in the accompanying financial statements is follows:





December
                31,2006
            
            2005(Restated)Expected
                tax provision (benefit) at statutory rates
            
            $
            (2,136,567
            )
            $
            (1,541,640
            )State
                taxes, net of Federal benefit
            
            
            1,056
            
            
            1,056Other
            
            
            (60,576
            )
            
            64,790Meals
                and entertainment
            
            
            4,968
            
            
            8,755Change
                in valuation allowance
            
            
            1,647,507
            
            
            1,102,702Amortization
                of debt discount
            
            
            723,710
            
            
            939,841Gain
                  on fair value of derivative liabilities
            
            
            (178,498
            )
            
            (573,904
            )Totals
            
            $
            1,600
            
            $
            1,600





The
      Company has adopted the position under APB 23 that earnings of its foreign
      subsidiaries will be permanently reinvested outside of the United States. As
      such, United States deferred taxes have not been provided on these
      earnings.


F-33


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**





**NOTE
      20: BUSINESS SEGMENTS**





During
      2006 and 2005, the Company operated in two reportable business segments, Direct
      Sales and Direct Response Television Marketing. Within the Direct Sales segment,
      the Company operated a secondary segment for domestic and international
      operations. Each of the Company's segments is individually managed and have
      separate financial results reviewed by the Company's chief executive officer
      and
      operating decision-makers. The results are used by those individuals both in
      evaluating the performance of, and in allocating current and future resources
      to, each of the segments. The Company evaluates segment performance primarily
      based on income from operations and the efficient use of assets.





Revenues,
      expenses and net profit (loss) from continuing operations from the Company's
      two
      primary business segments for the year ended December 31, 2006 and 2005 are
      below:





2006
            
            2005Revenues:Direct
                Sales
            
            $
            9,353,374
            
            $
            6,943,903Direct
                Response
            
            
            873,504
            
            
            618,934Sales
                to affiliate
            
            
            316,256
            
            
            146,333Consolidated
                revenues
            
            $
            10,543,134
            
            $
            7,709,170ExpensesDirect
                Sales
            
            $
            9,067,101
            
            $
            6,934,568Direct
                Response
            
            
            794,296
            
            
            543,771Expenses
                of affiliate
            
            
            316,256
            
            
            146,333Other
                corporate expenses
            
            
            5,729,104
            
            
            2,991,127Consolidated
                Expenses
            
            $
            15,906,757
            
            $
            10,615,799





Net
                Profit (Loss):Direct
                Sales
            
            $
            286,273
            
            $
            9,335Direct
                Response
            
            
            79,208
            
            
            75,163Net
                Loss from other corporate expenses
            
            
            (5,729,104
            )
            
            (3,839,575
            )Consolidated
                net loss from continuing operations
            
            $
            (5,363,623
            )
            $
            (3,755,077
            )





Identifiable
      assets and liabilities of continuing operations as of December 31, 2006 and
      2005
      directly attributable to the Company’s two primary business segments are
      below:




ASSETS
            
            2006
            
            2005Direct
                Sales
            
            $
            1,354,552
            
            $
            1,792,875Direct
                Response
            
            
            230,332
            
            
            155,309Total
                identifiable assets
            
            $
            1,584,884
            
            
            1,948,184LIABILITIESDirect
                Sales
            
            $
            2,832,905
            
            
            1,841,691Direct
                Response
            
            
            55,629
            
            
            67,046Total
                identifiable liabilities
            
            $
            2,888,534
            
            
            1,908,737


F-34


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      20: BUSINESS SEGMENTS (CONTINUED)**





The
      schedules below show revenues and losses for the Company's secondary business
      segment for its domestic and international operations and for its Direct Sales
      segment the years ended December 31, 2006 and 2005:





2006
            
            2005Revenues
                - Direct Sales:United
                States - Direct Sales
            
            $
            8,234,883
            
            $
            5,461,029Australia/New
                Zealand
            
            
            659,389
            
            
            1,482,874South
                Africa
            
            
            459,102
            
            
            -Consolidated
                revenues - Direct Sales
            
            $
            9,353,374
            
            $
            6,943,903Net
                Profit (Loss):United
                States - Direct Sales
            
            $
            692,401
            
            $
            117,360Australia/New
                Zealand
            
            
            (213,344
            )
            
            (108,025
            )South
                Africa
            
            
            (192,784
            )
            
            -Consolidated
                net income - Direct Sales
            
            $
            286,273
            
            $
            9,335




F-35


**ACTIS
        Global Ventures, Inc.**
 **Notes
        to the Consolidated Financial Statements**


**NOTE
      21:**  **SUBSEQUENT
      EVENTS**





*Convertible
      Notes Payable and Common Stock Issuances*


During
      the period from January 1, 2007 through April 10, 2007, the Company issued
      56,000,000 shares for the conversion of $43,312 principal balance of 12%
      convertible notes.





*Notes
      Payable Other*


Effective
      February 18, 2007, the Company and Sujon Limited entered into an amendment
      to
      the $200,000 promissory note extending the due date of the note from February
      18, 2007 to April 2, 2007. Effective April 2, 2007, the agreement was further
      amended to extend the due date to June 4, 2007. The amendment further provided
      that upon Sujon Limited signing the second amendment, the Company would make
      a
      $25,000 payment to be applied against the existing principal leaving a balance
      due of $175,000 plus interest from the date of the note. This amendment also
      requires the issuance of an additional 1,000,000 shares of restricted stock.
      No
      other terms of the agreement were modified. In February 2007, the Company issued
      the 2,000,000 restricted shares of common stock as required under the agreement.




*Deferred
      Salaries*


In
      February 2007, the Company paid Mr. Grimm $78,329 of his accrued bonus. Through
      March 23, 2007, Mr. Grimm and Mr. Hanser have deferred a portion of their 2007
      salaries of $19,500 and $16,500, respectively.





*Related
      Party Loans*


As
      of
      March 21, 2007, the $35,000 loan from Mr. Grimm was repaid. In February 2007,
      Mr. Hanser loaned the company $13,000 which was repaid on March 07,
      2007.






F-36