| **UNITED STATES  SECURITIES AND EXCHANGE COMMISSION** | ** ** | OMB APPROVAL                                      |
|-------------------------------------------------------|------------|---------------------------------------------------|
| OMB Number: 3235-0420                                 |
| **Washington,  D.C. 20549**                           | ** ** | Expires: December 31, 2006                   |
| ** **                                            | ** ** | Estimated average burden hours per response: 1646 |
|                                                       | ** ** |
| **FORM 10-KSB**                                       | ** ** |                                              |

 
| **(Mark one)**                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                |
| **ý**                                                                                                                                                                                          | ** ** | **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                |
| **For the fiscal year ended December 31,  2004**                                                                                                                                               |
|                                                                                                                                                                                                |
| **o**                                                                                                                                                                                               | ** ** | **TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                                                                                                          |
| **For  the transition period from               to             ** |
| ** **                                                                                                                                                                                          |
| **Commission file number:  333-74914**                                                                                                                                                              |

 

**MGCCINVESTMENT STRATEGIES, INC.**

(Name of smallbusiness issuer in its charter)

 
| **NEVADA**                                                           | ** ** | **88-0495105**                            |
|----------------------------------------------------------------------|------------|-------------------------------------------|
| (State or other  jurisdiction of incorporation or organization)      |       | (I.R.S. Employer  Identification No.)     |
|                                                                 |       |                                      |
| **8300  Greensboro Drive, Suite 800**                                | ** ** | **McLean,  Virginia 22102**               |
| (Address of  principal executive offices)                            |       | (Zip Code)                                |
|                                                                 |       |                                      |
| Issuer’s telephone number **(703)  918-4926**                   |       |                                      |
|                                                                 |       |                                      |
| Securities registered under Section 12(g)  of the Exchange Act: |       |                                      |
|                                                                 |       |                                      |
| **Title of each class**                                              | ** ** | **Name of exchange on which  registered** |
| N/A                                                                  |       | N/A                                       |
|                                                                 |       |                                      |
| Securities  registered under Section 12(b) of the Exchange Act: |       |                                      |
|                                                                 |       |                                      |
| **Common  Stock par value of $0.0001 per share**                     |
| (Title of class)                                                     |

 

Check whether the issuer: (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during thepast 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days. ý Yes  oNo

 

Check if there is no disclosure of delinquentfilers in response to Item 405 of Regulation S-B is not contained in this form,and no disclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB. o

 

State issuer’s revenues for its most recentfiscal year: $0.00

 

State the aggregate market value of the votingstock held by non-affiliates computed by reference to the price at which thestock was sold, or the average bid and asked prices of such stock, as of aspecified date within the past 60 days: $0.00

 

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

 

State the number of shares outstanding of eachof the issuer’s classes of common equity, as of the latest practicable date:23,137,000 common shares outstanding as of March 15, 2005.

 

**DOCUMENTSINCORPORATED BY REFERENCE -  N/A**

 

Transitional Small Business Disclosure Format(check one): oYes  ýNo

 

 

----

 

**FORM 10-KSB INDEX**

 
| PART I    |                                                                                                                  |
|-----------|-----------------------------------------------------------------------------------------------------------------------|
| Item 1    | Description of Business                                                                                               |   |
| Item 2    | Description of Property                                                                                               |   |
| Item 3    | Legal Proceedings                                                                                                     |   |
| Item 4    | Submission of Matters to a Vote of Security  Holders                                                                  |   |
| PART II   |                                                                                                                  |
| Item 5.   | Market for the Common Equity and Related  Stockholder Matters                                                         |   |
| Item 6.   | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                           |   |
| Item 7.   | Financial Statements                                                                                                  |   |
| Item 8.   | Changes in and Disagreement with  Accountants on Accounting and Financial Disclosure                                  |   |
| Item 8A.  | Controls and Procedures                                                                                               |   |
| Item 8B.  | Other Information                                                                                                     |   |
| PART  III |                                                                                                                  |
| Item 9.   | Directors, Executive Officers, Promoters  and Control Persons; Compliance with Section 16(a) of the Exchange Act |   |
|      | Code  of Ethics                                                                                                       |   |
| Item 10.  | Executive Compensation                                                                                                |   |
| Item 11.  | Security Ownership of Certain Beneficial  Owners and Management                                                       |   |
| Item 12.  | Certain Relationships and Related  Transactions                                                                       |   |
| Item 13.  | Exhibits and Reports on Form 8-K                                                                                      |   |
| Item 14.  | Principal Accountant Fees and Services                                                                                |   |

 

----

 

**ITEM 1.****DESCRIPTION OF BUSINESS**

 

MGCC Investment Strategies, Inc. (MGCC) is adevelopment stage company incorporated in Nevada on June 8, 2000. Wecompleted a change in control transaction on March 16, 2004.  Priorto the change in control, our business purpose was to provide corporate financeconsulting and management advisory services to emerging companies. Inparticular, we intended to focus our business in the areas of corporate financeconsulting services, business consulting services, broker-client relationservices and public relation services. We have never had any business operations, either before or after thechange in control.

 

On March 16, 2004, pursuant to the StockPurchase and Subscription Agreement by and among MGCC Investment StrategiesInc., Raymond R. Cottrell, McKinley Greenfield Capital, Inc. and MyTopInternational Inc., a Virginia corporation (“My Top”), dated as of March 4,2004 (the “Stock Purchase Agreement”), MyTop purchased 20,500,000 shares of ourcommon stock.  Of the 20,500,000 shares of Common Stock, MyTop purchased500,000 shares from Raymond Cottrell, our former Chairman, President,Treasurer, Secretary and majority stockholder, who, prior to the transaction,owned approximately 74.8% of our outstanding shares of Common Stock, and weissued an additional 20,000,000 shares to MyTop for $100,000.  As a resultof these transactions, MyTop became the owner of approximately 96% of ourissued and outstanding capital stock.

 

After the change in control, we intend to engagein business related to development of hi-tech product manufacturing andservices including, but not limited to, digital precision machinery product,telecommunication products, and other hi-tech products and services through theacquisition of interests in one or more entities currently operating in thesefields. These entities, as well as the market for their products and services,will be mainly in China, although we would promote them in the US or other countries.  We have entered into informal discussionswith some of these entities in China to acquire an interest in one or more suchentities, but we have not reached any informal agreements or agreements inprinciple for any such acquisition or other combination.  These entities are part of the Beijing MyTopGroup in China and are associated with Messrs Zhi Li, our Chairman, and YeChen, our Treasurer and director.  *See*Item 9, “Directors, ExecutiveOfficers, Promoters and Control Persons.” We have not conducted anybusiness operations after the change of control.

 

MGCC currently has two employees,****each of whom serves on a part time basis as needed. UntilMGCC develops business opportunities, each employee has informally agreed tocontribute more hours as required basis and move to full time positions as soonas MGCC can afford those positions.  MGCChas also hired outside consultants from time to time to provide professionalservices where current employees do not possess certain required skills.

 

1

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**ITEM 2.****DESCRIPTION OF PROPERTY**

 

MGCC has no real assets at this time. Itcurrently has a rental office in shared office premises in McLean, Virginia,for which it pays $880 per month plus other general office use charges asincurred.

 

**ITEM 3.****LEGAL PROCEEDINGS**

 

None

 

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

 

None

 

PART II

 

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

 

There is no established public trading marketfor our common stock. As of February 28, 2005, a total of 23,137,000shares of our common stock are outstanding, and 21,227,000 shares are availablefor resale to the public.

 

Within the past three years, we have sold thefollowing securities without registering them under the Securities Act of1933:  (i) 20,000,000 shares of MGCC’scommon stock to MyTop on March 16, 2004, for $100,000, pursuant to a StockPurchase Agreement; and (ii) on January 28, 2005, 1,000,000 shares of MGCC’scommon stock to our President, Ms. Rachel Kang and 800,000 shares of MGCC’scommon stock to Ms. Wendy Zahler, consultant to the Company, for past andfuture services to MGCC.  *See* Item 7 “Financial Statements.”

 

The number of holders ofrecord of our common stock at December 31, 2004, and at March 25,2005, were 44 and 44, respectively.

 

We have not issued dividends in the past twofiscal years.

 

**ITEM 6 MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND PLAN OF OPERATION**

 

The following discussion and analysis providesinformation which management believes is relevant to an assessment andunderstanding of our results of operations and financial condition. Thediscussion should be read in conjunction with our financial statements andnotes thereto appearing in this filing.

 

2

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The following discussion and analysis containsforward-looking statements, which involve risks and uncertainties. Our actualresults may differ significantly from the results, expectations and plansdiscussed in these forward-looking statements.

 

Overview

 

Prior to the change in control discussed below,MGCC’s business purpose was primarily to provide corporate finance consultingand management advisory services to emerging companies.  In particular, weintended to focus our business in the areas of corporate finance consultingservices, business consulting services, broker-client relation services, andpublic relation services.

 

On March 16, 2004, pursuant to the StockPurchase Agreement, MyTop purchased 20,500,000 shares of MGCC’s common stock,20,000,000 of which shares were purchased by directly from MCGG for$100,000.  Following the closing of the Stock Purchase Agreement, MyTopbecame the owner of approximately 96% of issued and outstanding capital stockof MGCC.  MGCC has never had operationalactivities.

 

Plan of Operation

 

MGCC is a development stage company incorporatedin Nevada on June 8, 2000.  We have not had any operations since ourformation.  As described above, MGCC completed a change in control transactionon March 16, 2004.  During the next twelve months (through March 2006),we expect to take the following steps in connection with the development of ourbusiness and the implementation of our plan of operations.

 

MGCC intends to engage in business related tothe development of hi-tech and information technology product manufacturing andservices, including, but not limited to, digital precision machinery productsand telecommunication products. While we have entered into preliminarydiscussions with various entities in China that currently operate in thesebusiness lines with regard to MGCC potentially acquiring an interest in one ormore such entities, we have not reached an informal agreement, an agreement inprinciple, or other formal or definitive agreements for any such acquisition orother combinations, and we do not know if or when we will enter into any suchagreements.  We would consider purchasing interests in these companies forcash or for shares of our stock, or a combination of both.  These entities, with whomwe have held discussions, are part of the Beijing MyTop Group in China and areassociated with Messrs Zhi Li, our Chairman, and Ye Chen, our Treasurer anddirector.  *See*Item 9, “Directors, Executive Officers, Promoters andControl Persons.”

 

Unless we acquire an entity as described above,we currently do not expect to purchase a plant or significant equipment, orconduct business operations in the foreseeable future, nor do we expect asignificant change in the number of our employees.  We are in our

 

3

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earlystage of development and, depending on many factors and contingencies, therecan be no assurance that our current intended business objectives will bepursued or achieved.

 

Because of the uncertainties surrounding ourdevelopment and limited operating history, we anticipate incurring developmentstage losses in the foreseeable future. Our ability to achieve our businessobjectives may be contingent upon our success in raising additionalcapital.  There is currently pending anapplication for accepting our common stock for trading on the OTC BulletinBoard, but we do not know if or when it will be accepted for trading, or, ifaccepted, if an active trading market will develop for our stock.

 

Each of these steps present significant riskswith respect to our ability to implement our plan of operations.

 

Period from June 8, 2000 (Date ofInception) Through December 31, 2004.

 

Net loss since inception has amounted to$150,865**,**primarily consisting of professionalfees, reimbursement fees, and management fees for provision of administrationservices and facilities. The accounting and legal expenses were in connectionwith our annual and quarterly regulatory filings. Our cumulative net losses sinceinception are attributable to the fact that we have not derived any revenuefrom operations to offset our business development expenses.

 

Results ofOperations, Twelve Months Ended December 31, 2004.

 

We had no operating activities or revenuesduring the twelve months ended December 31, 2004.  We recognized anet loss of $110,119 in the twelve months ended December 31, 2004. Expenses for this year comprised of administrative (consulting, professional,printing and reproduction) and miscellaneous expenses, as well as the value ofthe 1,800,000 shares of common stock that we issued in December 2004 toRachel Kang, our President, and to a consultant.

 

Liquidity andCapital Resources.

 

As of February 28, 2005, we had $46,740 inworking capital, which can satisfy our cash requirements for the next fourmonths, ending June 30, 2005.** **Weintend to raise additional capital in the next four months to fund our workingcapital requirements. Currently, we have no commitments for additional capital,and there can be no assurance that we will be successful in raising the capitalrequired to meet our working capital requirements.

 

Off-Balance Sheet Arrangements.

 

We currently do not have, and do not intend toenter into, any off-balance sheet arrangements with any person or entity.

 

4

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**ITEM 7.****FINANCIAL STATEMENTS**

 

The Consolidated Financial Statements and Reportof Independent Auditors is included immediatelyfollowing.

 

AUDITED FINANCIAL STATEMENTS

 

MGCC INVESTMENT STRATEGIES, INC.

 

DECEMBER 31, 2004 AND 2003

 

CONTENTS

 
| Report  of Independent Registered Public Accounting Firm | 6         |
|----------------------------------------------------------|-----------|
|                                                     |      |
| Balance Sheets                                           | F-1       |
|                                                     |      |
| Statements of Operations                                 | F-2       |
|                                                     |      |
| Statements of Cash Flows                                 | F-3       |
|                                                     |      |
| Statement of  Stockholders’ Equity                  | F-4       |
|                                                     |      |
| Notes to Financial  Statements                           | F-5 - F-6 |

 

5

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Reportof Independent Registered Public Accounting Firm

 

Tothe Board of Directors

MGCCInvestment Strategies, Inc.

McLean,VA

 

Wehave audited the accompanying consolidated balance sheets of MGCC InvestmentStrategies, Inc. (a Development Stage Enterprise) as of December 31, 2004and 2003 and the related statements of operations, stockholders’ deficit, andcash flows for each of the two years in the period ended December 31,2004.  These financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audits.

 

Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An audit alsoincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of the Company as of December 31,2004 and 2003, and the results of its operations and its cash flows for each ofthe two years in the period ended December 31, 2004, in conformity withU.S. generally accepted accounting principles..

 

Theaccompanying financial statements have been prepared assuming that the Company willcontinue as a going concern.  Asdiscussed in Note A to the financial statements, the Company has incurredcumulative losses of $150,865 since inception, and there are existing uncertainconditions the Company faces relative to its ability to obtain capital andoperate successfully.  These conditionsraise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding those mattersare also described in Note A.  Thefinancial statements do not include any adjustments that might result from theoutcome of these uncertainties.

 

 
|   | /s/ Meyler & Company, LLC |   |
|--------|-------------------------------|--------|

 

 

Middletown,NJ

March 2,2005

 

6

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MGCC INVESTMENT STRATEGIES, INC.

(A Development Stage Enterprise)

 

BALANCE SHEETS

 
| ** **                                                                                                                                                  | ** ** | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                  | ** ** | **2004**              | ** ** | **2003** | ** ** |
| ASSETS                                                                                                                                                      |       |                  |       |   |   |
|                                                                                                                                                        |       |                  |       |   |   |
| CURRENT  ASSETS                                                                                                                                             |       |                  |       |   |   |
| Cash                                                                                                                                                        |       | $                     | 46,740     |   | $ | 18,490 |   |
|                                                                                                                                                        |       |                  |       |   |   |
| Total  Current Assets                                                                                                                                       |       | $                     | 46,740     |   | $ | 18,490 |   |
|                                                                                                                                                        |       |                  |       |   |   |
| LIABILITIES  AND STOCKHOLDERS’ EQUITY                                                                                                                  |       |                  |       |   |   |
|                                                                                                                                                        |       |                  |       |   |   |
| CURRENT  LIABILITIES                                                                                                                                        |       |                  |       |   |   |
| Accounts  payable                                                                                                                                           |       | $                     | 2,639      |   | $ | 14,443 |   |
| Due to a  principal stockholder                                                                                                                             |       |                  |       | 30,727 |   |
|                                                                                                                                                        |       |                  |       |   |   |
| Total  Current Liabilities                                                                                                                                  |       | 2,639                 |       | 45,170 |   |
|                                                                                                                                                        |       |                  |       |   |   |
| STOCKHOLDER’S  EQUITY                                                                                                                                  |       |                  |       |   |   |
| Preferred  stock, authorized 10,000,000 shares; $0.0001 par value, none issued and  outstanding                                                             |       |                  |       |   |   |
| Common  stock, authorized 40,000,000 Shares; $0.0001 par value; issued and  outstanding 23,137,000 and 1,137,000 shares at December 31, 2004 and  2003 |       | 2,314                 |       | 134 |   |
| Additional  contributed capital                                                                                                                             |       | 192,652               |       | 21,552 |   |
| Stock  subscription receivable                                                                                                                              |       |                  |       | (7,700 | ) |
| Deficit  accumulated during the development stage                                                                                                           |       | (150,865              | )          | (40,666 | ) |
|                                                                                                                                                        |       |                  |       |   |   |
| Stockholders Equity  (Deficit)                                                                                                                              |       | 44,101                |       | (26,680 | ) |
|                                                                                                                                                        |       |                  |       |   |   |
|                                                                                                                                                        |       | $                     | 46,740     |   | $ | 18,490 |   |

 

See accompanying notes to financialstatements.

 

F-1

----

 

MGCC INVESTMENT STRATEGIES, INC.

(A Development Stage Enterprise)

 

STATEMENTS OF OPERATIONS

 
| ** **                                                                | ** ** | **For the Year  Ended December 31,** | ** ** | **For the Period  June 8, 2000  (Inception) to  December 31,** | ** ** |
|---------------------------------------------------------------------------|------------|-------------------------------------------|------------|--------------------------------------------------------------------------|------------|
| ** **                                                                | ** ** | **2004**                                  | ** ** | **2003**                                                                 | ** ** | **2004** | ** ** |
|                                                                      |       |                                      |       |                                                                     |       |   |   |
| ADMINISTRATIVE  EXPENSES                                                  |       |                                      |       |                                                                     |       |   |   |
| Stock based  compensation                                                 |       | $                                         | 54,000     |                                                                     |       |   | $ | 54,000 |   |
| Professional  fees                                                        |       | 27,668                                    |       | $                                                                        | 21,543     |   | 49,211 |   |
| Consulting  fees to former principal stockholder                          |       |                                      |       | 10,000                                                                   |       | 15,000 |   |
| Miscellaneous                                                             |       | 28,531                                    |       | 698                                                                      |       | 32,654 |   |
|                                                                      |       |                                      |       |                                                                     |       |   |   |
| Total  Administrative Expenses                                            |       | 110,199                                   |       | 32,241                                                                   |       | 150,865 |   |
|                                                                      |       |                                      |       |                                                                     |       |   |   |
| NET LOSS FOR  THE PERIOD                                                  |       | $                                         | (110,199   | )                                                                        | $          | (32,241 | ) | $ | (150,865 | ) |
|                                                                      |       |                                      |       |                                                                     |       |   |   |
| NET LOSS PER  SHARE OF COMMON STOCK (basic and diluted)                   |       | $                                         | (0.01      | )                                                                        | $          | (0.03 | ) | $ | (0.03 | ) |
|                                                                      |       |                                      |       |                                                                     |       |   |   |
| WEIGHTED AVERAGE  NUMBER OF COMMON SHARES OUTSTANDING (basic and diluted) |       | 17,931,250                                |       | 1,172,250                                                                |       | 4,622,298 |   |

 

Seeaccompanying notes to financial statements.

 

F-2

----

 

MGCCINVESTMENT STRATEGIES, INC.

 

(A Development Stage Enterprise)

 

STATEMENTS OF CASH FLOWS

 
| ** **                                                                        | ** ** | **For the Year  Ended December 31,** | ** ** | **For the Period  June 8, 2000  (Inception to)  December 31,** | ** ** |
|-----------------------------------------------------------------------------------|------------|-------------------------------------------|------------|--------------------------------------------------------------------------|------------|
| ** **                                                                        | ** ** | **2004**                                  | ** ** | **2003**                                                                 | ** ** | **2004** | ** ** |
| ** **                                                                        | ** ** | ** **                                | ** ** | ** **                                                               | ** ** | ** ** | ** ** |
| CASH FLOWS  FROM OPERATING ACTIVITIES                                             |       |                                      |       |                                                                     |       |   |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Net loss                                                                          |       | $                                         | (110,199   | )                                                                        | $          | (32,241 | ) | $ | (150,865 | ) |
| Common stock  issued for incorporation fees                                       |       |                                      |       |                                                                     |       | 2,632 |   |
| Stock based  compensation                                                         |       | 54,000                                    |       |                                                                     |       | 54,000 |   |
| Changes in  assets and liabilities                                                |       |                                      |       |                                                                     |       |   |   |
| Accounts  payable                                                                 |       | (11,804                                   | )          | 18,443                                                                   |       | 2,639 |   |
| Due to  principal stockholder                                                     |       | (11,447                                   | )          | 17,207                                                                   |       | 19,280 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Net cash  (used in) provided by operating activities                              |       | (79,450                                   | )          | 3,409                                                                    |       | (72,314 | ) |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| CASH FLOWS  FROM INVESTING ACTIVITIES                                             |       |                                      |       |                                                                     |       |   |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Receipt of  stock subscription receivable                                         |       | 7,700                                     |       |                                                                     |       |   |   |
| Deferred registration  costs                                                      |       |                                      |       | 3,750                                                                    |       |   |   |
| Registration  costs                                                               |       |                                      |       | (14,646                                                                  | )          | (14,646 | ) |
| Sale of  common stock                                                             |       | 100,000                                   |       | 26,000                                                                   |       | 133,700 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Net cash  provided by (used in) investing activities                              |       | 107,700                                   |       | 15,104                                                                   |       | 119,054 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Net increase  in cash                                                             |       | 28,250                                    |       | 18,513                                                                   |       | 46,740 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| CASH AT  BEGINNING OF PERIOD                                                      |       | 18,490                                    |       | (23                                                                      | )          |   |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| CASH AT END  OF PERIOD                                                            |       | $                                         | 46,470     |                                                                     | $          | 18,490 |   | $ | 46,740 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| SUPPLEMENTAL  CASH FLOW INFORMATION:                                              |       |                                      |       |                                                                     |       |   |   |
| Non-Cash  Activities                                                              |       |                                      |       |                                                                     |       | $ | 2,632 |   |
| Issuance of  1,000,000 shares of common stock to principal stockholder of Company |       |                                      |       |                                                                     |       |   |   |
| Issuance of  1,800,000 shares of common stock to consultants                      |       | $                                         | 54,000     |                                                                     |       |   | $ | 54,000 |   |
|                                                                              |       |                                      |       |                                                                     |       |   |   |
| Forgiveness  of stockholder loans                                                 |       | $                                         | 19,280     |                                                                     |       |   | $ | 19,280 |   |

 

See accompanying notes to financialstatements.

 

F-3

----

 

MGCC INVESTMENT STRATEGIES, INC.

(A Development Stage Enterprise)

 

STATEMENTS OF STOCKHOLDERS’EQUITY

 
| ** **                                                               | ** ** | **Common Stock** | ** ** | **Additional  Contributed** | ** ** | **Accumulated** | ** ** | **Subscription** | ** ** | ** **     | ** ** |
|--------------------------------------------------------------------------|------------|------------------|------------|-----------------------------|------------|-----------------|------------|------------------|------------|----------------|------------|
| ** **                                                               | ** ** | **Number**       | ** ** | **Amount**                  | ** ** | **Capital**     | ** ** | **Deficit**      | ** ** | **Receivable** | ** ** | **Total** | ** ** |
| ** **                                                               | ** ** | ** **       | ** ** | ** **                  | ** ** | ** **      | ** ** | ** **       | ** ** | ** **     | ** ** | ** ** | ** ** |
| Issuance of  common stock to organizing stockholders at $.0001 per share |       | 1,000,000        |       | $                           | 100        |            | $          | 2,532            |       |           |       |   |   | $ | 2,632 |   |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Net loss for  year ended December 31, 2002                          |       |             |       |                        |       |            |       | $                | (7,696     | )              |       |   | (7,696 | ) |
| Balance December 31,  2002                                          |       | 1,000,000        |       | 100                         |       | 2,532           |       | (7,696           | )          |           |       | (5,064 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Net loss for  year ended December 31, 2003                          |       |             |       |                        |       |            |       | (729             | )          |           |       | (729 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Balance, December 31,  2003                                         |       | 1,000,000        |       | 100                         |       | 2,532           |       | (8,425           | )          |           |       | (5,793 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Cost of  registering securities                                          |       |             |       |                        |       | (14,646         | )          |             |       |           |       | (14,646 | ) |
| Issuance of  337,000 shares of common stock @ $0.10 per share            |       | 337,000          |       | 34                          |       | 33,666          |       |             |       |           |       | 33,700 |   |
| Subscription  receivable                                                 |       |             |       |                        |       |            |       |             |       | $              | (7,700     | ) | (7,700 | ) |
| Net loss for  the year ended December 31, 2003                      |       |             |       |                        |       |            |       | (32,241          | )          |           |       | (32,241 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Balance, December 31,  2003                                         |       | 1,337,000        |       | $                           | 134        |            | $          | 21,552           |       | $              | (40,666    | ) | $ | (7,700 | ) | $ | (26,680 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Stockholders  loan forgiveness                                           |       |             |       |                        |       | 19,280          |       |             |       |           |       | 19,280 |   |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Receipt of  subscription receivable                                      |       |             |       |                        |       |            |       |             |       | 7,700          |       | 7,700 |   |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Issuance of  20,000,000 shares at $0.005 per share                       |       | 20,000,000       |       | 2,000                       |       | 98,000          |       |             |       |           |       | 100,000 |   |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Issuance of  shares to consultant @ $0.03 per share                      |       | 1,800,000        |       | 180                         |       | 53,820          |       |             |       |           |       | 54,000 |   |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Net Loss for  the Year Ending December 31, 2004                     |       |             |       |                        |       |            |       | (110,199         | )          |           |       | (110,199 | ) |
|                                                                     |       |             |       |                        |       |            |       |             |       |           |       |   |   |
| Balance, December 31,  2004                                         |       | 23,137,000       |       | $                           | 2,314      |            | $          | 192,652          |       | $              | (150,865   | ) |   |   | $ | 44,101 |   |

 

See accompanying notes to financialstatements.

 

F-4

----

 

MGCC INVESTMENT STRATEGIES, INC.

(A Development Stage Enterprise)

 

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2004 AND 2003

 

NOTEA  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ORGANIZATION

 

MGCC Investment Strategies, Inc. (the Company), adevelopment stage enterprise, was organized under the laws of Nevada on June 8,2000.  The Company is seeking to mergewith a private company and commence trading on a registered trading exchange.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformitywith generally accepted accounting principles requires management to makeestimates and assumptions that effect the amountsreported in the financial statements and accompanying notes.  Actual results could differ from thoseestimates.

 

CASH AND CASH EQUIVALENTS

 

For purposes of the statement of cash flows, theCompany considers all short-term investments with an original maturity of threemonths or less to be cash equivalents.

 

NET LOSS PER COMMON SHARE

 

The Company computes per share amounts in accordancewith Statement of Financial Accounting standards (“SFAS”) No. 128, “Earningsper Share”. SFAS per share (“EPS”) requires presentation of basic and dilutedEPS.  Basic EPS is computed by dividingthe income (loss) available to Common Stockholders by the weighted-averagenumber of common shares outstanding for the period.  Diluted EPS is based on the weighted-averagenumber of shares of Common Stock and Common Stock equivalents outstandingduring the periods.

 

NOTEB – GOING CONCERN

 

The Company was incorporated on June 8, 2000and to date has had no operating activities and no significant capitalcontributions. The Company is seeking to merge with a private company in Chinaand then will attempt to raise additional capital for investment and workingcapital purposes.  There is no assurancethat the Company will find a successful merger candidate nor is there anyassurance that if a merger is successful that the Company will be able to raiseadequate additional capital in the equity markets.

 

NOTEC – RELATED PARTY TRANSACTIONS

 

On March 16, 2004, a former principalstockholder was reimbursed $11,447 for expenses which he paid on behalf of theCompany and which were recorded as liabilities at December 31, 2003.

 

NOTED – INCOME TAXES

 

The Company has adopted Financial AccountingStandard Statement No. 109, *Accounting for IncomeTaxes* (SFAS No. 109).  Underthis method, the Company recognizes a deferred tax liability or asset fortemporary differences between the tax basis of an asset or liability and therelated amount reported on the financial statements.  The principal types of differences, which aremeasured at current tax rates, are net operating losscarry forwards.  At December 31,2004 and 2003, these differences resulted in a deferred tax asset of approximately$7,876 and $1,263 respectively. SFAS No. 109 requires the establishment of avaluation allowance to reflect the likelihood of realization of deferred taxassets.  Since realization is notassured, the Company has recorded a valuation allowance for the entire deferredtax asset, and the accompanying financial statements do not reflect any netasset for deferred taxes at December 31, 2004 and 2003.

 

The Company’s net operating loss carry forwardsamounted to approximately $96,865 at December 31, 2004 and expire between2015 and 2018.

 

F-5

----

 

NOTEE – STOCKHOLDERS’ EQUITY

 

On February 10, 2004, the Board of Directorsapproved an increase in its authorized shares of common stock from 40,000,000shares to 90,000,000 shares.

 

On March 16, 2004, a change in the control ofthe Company occurred when MyTop International Inc. purchased 500,000 shares ofcommon stock from Raymond R. Cottrell (the former controlling shareholder) and20,000,000 shares of common stock from the Company for an aggregate purchase priceof $236,000.  Of this amount, $2,500 waspaid to Raymond R. Cottrell for the 500,000 shares of common stock and aconsulting fee of $133,500 was paid to McKinley Greenfield Capital, Inc., acompany controlled by Raymond R. Cottrell, as a fee for structuring thetransaction.  The remaining $100,000 wasconsideration for the 20,000,000 shares purchased from the Company by MyTopInternational Inc. and is expected to be utilized by the Company for workingcapital.

 

As of March 16, 2004, in connection with thesale of shares of the Company’s common stock as described above, the formercontrolling stockholder agreed to forgive the net outstanding indebtedness tohim from the Company.  This debtforgiveness aggregated $19,280.

 

On December 24, 2004, the Board of Directorsapproved the issuance of 1,800,000 shares of its common stock to the Presidentand a consultant of the Company.  Theshares were valued at $0.03 per share. Accordingly, $54,000 of stock based compensation has been recorded inthe Company’s financial statements.

 

NOTEF – COMMITMENT AND CONTINGENCIES

 

On December 24, 2004, the Board of Directorsapproved the payment of $780 per month to a consultant relating to general andfinancial matters.  The agreement is openended and may be terminated by the Company at any time.

 

The Company leases office space under six monthintervals at an average rate of $1,160 per month including other general officeuse charges as incurred.  The last leaserenewal interval expired December 31, 2004.

 

F-6

----

 

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

 

None

 

**ITEM 8A CONTROLS AND PROCEDURES**

 

Disclosure controls and procedures are thecontrols and procedures designed to ensure that information that we arerequired to disclose in our reports under the Exchange Act of 1934, as amended,is recorded, processed, summarized and reported within the time periodsrequired.  They include, without limitation, controls and proceduresdesigned to ensure that information is accumulated and communicated tomanagement in order to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participationof management, chiefly our President, who performs the functions of principalexecutive officer, and our Treasurer, who

 

7

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performsthe functions of principal financial officer, we evaluated the effectiveness ofthe design and operation of its disclosure controls and procedures withintwelve months of the filing date of this annual report.  Based on thatevaluation, our President and Treasurer have concluded that these controls andprocedures are effective.  There have been no significant changes in ourinternal controls including those controls over financial reporting in thisperiod or in other factors that could significantly affect these controls,subsequent to the date of the evaluation.

 

**ITEM 8B OTHER INFORMATION**

 

None.

 

****PARTIII****

 

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

 

The following table sets forth information aboutour executive officers and directors.

 
| **Name**          | ** ** | **Age** | ** ** | **Position**                        |
|-------------------|------------|---------|------------|-------------------------------------|
| Zhi Li            |       | 39      |       | Chairman of the Board               |
| Rachel (Pin) Kang |       | 42      |       | Director, President & Secretary |
| Ye Chen           |       | 41      |       | Director and Treasurer              |

 

Directors and Officers

 

**Zhi Li**

 

Mr.Zhi Li became the Chairman of our Board of Directors in March 2004.  He is also Chairman of the Board ofDirectors, Treasurer and the majority stockholder of MyTop.

 

Mr.Li also serves as Chairman of the Board of Directors of the Beijing MyTop Group(“Beijing MyTop”), a Chinese conglomerate engaged in hi-tech products andservices; Beijing MyTop’s business includes development, manufacturing andtechnology services of computer software and hardware products,telecommunications and network products, digital precision machinery andnetwork systems integration.

 

Since1995, Mr. Li has served as Vice-President, President and executive director ofthe Top Group.  Mr. Li has also served asChairman of the Board of Directors of Sichuan Top Software Co Ltd., a publiccompany listed on the Shenzhen Stock Exchange in China.

 

8

----

 

Priorto joining Top Group, Mr. Li was Vice Dean and a researcher in the ChinaElectronics and Technology University.

 

Mr. Li received an Executive Master of Business Administration degree from Hong Kong University of Science and Technology in 2003, received a Bachelor of law degree from Xi’an Jiaotong University in 1989 and a Bachelor degree in Electronic Materials from the China Electronics and Technology University in 1985.

 

**Ye Chen**

 

Mr. Ye Chen becamea director in March 2004.  He isalso a Director and a stockholder of MyTop.

 

Mr. Chen serves asVice-Chairman of the Board of Directors of Beijing MyTop Group, a Chineseconglomerate engaged in hi-tech products and services. Beijing MyTop’s businessincludes development, manufacturing and technology services of computersoftware and hardware products, telecommunications and network products,digital precision machinery and network systems integration.

 

Since1997, Mr.Chen served as Vice-President and an executive director of the TopGroup.  Mr. Chen also served as aDirector, Vice-Chairman, Chairman and President of SichuanTop Software Co Ltd., a public company listed on theShenzhen Stock Exchange in China.

 

Priorto joining the Top Group, Mr. Chen was the executive manager and a seniorengineer at the Tianjin New Star Electronic Corp.

 

Mr.Chen is a candidate for an Executive Master of Business Administration degreeat the Hong Kong University of Science and Technology, and received a Bachelordegree in Electronic Materials from the China Electronics and TechnologyUniversity in 1985.

 

**Rachel Kang**

 

Ms.Rachel Kang became President, Secretary, and a director of MGCC in March 2004.  She is also a Director, President and astockholder of MyTop International, Inc.

 

Since1999, Ms Kang has held directorship and senior officer positions with TopInternational, Inc. a Delaware corporation, Chinese.com International, Inc., anOhio corporation, and Top Group Consulting and Business Services, Inc., a Texascorporation.

 

Ms.Kang has extensive knowledge and experiences in the IT industry.  She received a Master of Information Systemsdegree from Eastern Michigan University in 1998.

 

9

----

 

All officers and directors listed above willremain in office until the next annual meeting of our stockholders, and untiltheir successors have been duly elected and qualified. There are no agreementswith respect to the election of Directors. We have not compensated ourDirectors for service on our Board of Directors, any committee thereof, orreimbursed for expenses incurred for attendance at meetings of our Board ofDirectors and/or any committee of our Board of Directors. Officers areappointed annually by our Board of Directors, and each Executive Officer servesat the discretion of our Board of Directors. We do not have any standingcommittees.

 

Board Committees

 

The Board of Directors has established nocommittees. The entire board of directors is acting as the Company’s auditcommittee as specified in section 3(a)(58)(B) of the Exchange Act, and theCompany does not have an audit committee financial expert serving on its auditcommittee as the Company does not currently have any business operations.

 

Section 16(a) Beneficial OwnershipReporting Compliance

 

Section 16(a) of the Securities ExchangeAct of 1934 requires MGCC’s executive officers and directors, and persons whobeneficially own more than ten percent of MGCC’s Common Stock, to file initialreports of ownership and reports of changes in ownership with the Securitiesand Exchange Commission (the “SEC”). Executive officers, directors and greaterthan ten percent beneficial owners are required by the SEC to furnish MGCC withcopies of all Section 16(a) forms they file.

 

On March 12, 2004,Raymond Cottrell, the former director, president, secretary, treasurer andmajority shareholder of the Company, filed an SEC Form 4 stating that he hadacquired 1,000,000 shares of the company’s common stock for $0.0026 per shareon the deemed execution date of January 17, 2003.  This filing was not made on a timely basis asrequired by Section 16(a) of the Securities Exchange Act of 1934.

 

CodeOf Ethics

 

On or before December 31, 2003, MGCCformally established the following Code of Ethics pursuant to Section 406of the Sarbanes-Oxley Act:

 

MGCC Investment Strategies, Inc. (“MGCC”) hasadopted this Code of Ethics (the “Code”) pursuant to Section 406 of theSarbanes-Oxley Act of 2002.  This Code isdesigned to deter wrongdoing and to promote:

 

**•**      Honest andethical conduct, including the ethical handling of actual or apparent conflictsof interest between personal and professional relationships;

 

10

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**•**      Full, fair,accurate, timely and understandable disclosure in reports and documents that MGCCfiles with, or submits to, the SEC, and in other public communications thatMGCC made;

**•**      Compliance withapplicable government laws, rules and regulations;

**•**      The promptinternal reporting of violations of this Code to the appropriate person orpersons identified herein; and

**•**      Accountabilityfor adherence to this Code.

 

This Code requires the highest standard ofethical conduct and fair dealing of its Senior Financial Officers (“SFO”),defined as the Chief Executive Officer and Chief Financial Officer.  While,per Sarbanes-Oxley, this policy is intended to only cover the actions of theSFO, MGCC expects its other officers, directors andemployees will also review this Code and abide by its provisions.  MGCC’sreputation is a valuable asset and as such must continually be guarded by allassociated with MGCC so as to earn the trust, confidence and respect of oursuppliers, customers and shareholders.

 

MGCC’s SFO are committed to conducting businessin accordance with the highest ethical standards.  The SFO must complywith all applicable laws, rules and regulations. Furthermore, SFO must notcommit an illegal or unethical act, or instruct or authorize others to do so.

 

CONFLICTS OF INTEREST

 

The SFO must act in the best interests of theCompany, and should avoid any situation that presents an actual, potential orapparent conflict between their personal interests and the interests of theCompany.

 

The SFO have a conflict when their personalinterests, relationships or activities, or those of a member of their immediatefamily, interfere or conflict, or even appear to interfere or conflict, withthe company’s interests.  A conflict of interest prevents one from actingobjectively with the Company’s best interests in mind, or prevents one fromexercising sound, ethical business judgment.

 

PUBLIC COMMUNICATIONS

 

The Company is committed to providing Companyinformation to the public in a manner that complies with all applicable legaland regulatory requirements and that promotes investor confidence byfacilitating fair, orderly and efficient behavior.  The Company’s reportsand documents filed with the Securities and Exchange Commission, as well as anyother public communications, must be complete, fair, accurate and timely. The SFO must do everything in their power to comply with these standards.

 

11

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GIFTS

 

The SFO may not give or receive kickbacks,rebates, gifts, services or any other benefits, other than gifts of nominalvalue (amounts would be considered in excess of nominal value if they createthe appearance of impropriety, or actually influence the Company to givepreferential, versus arms-length, treatment to the provider) from a supplier,competitor, government official, customer or any other person the Company does,or expects to do business with.

 

CONFIDENTIAL INFORMATION

 

SFO, officers, directors and employees are torespect the confidentiality of Company, employee, supplier, customer,competitor and any other persons or entities’ information that is not a matterof public record.  Confidential information must not be used forpersonal gain.

 

COMPLIANCE WITH THIS CODE

 

SFO are expected to fully comply with thisCode.  This Code will be strictly enforced and any violations will bedealt with immediately, and depending on the severity of noncompliance, couldlead to disciplinary action including termination.  Furthermore,violations involving unlawful behavior will be reported to appropriate outsideauthorities.  If anyone is unclear as to the possibility of a violation ofthis Code, he should seek the opinion of the Company’s Vice President andGeneral Counsel, the Audit Committee and/or outside legal counsel.

 

If SFO, officers, directors and employees haveknowledge, or are suspicious of any non-compliance with this Code, or areconcerned that circumstances could lead to a violation of this Code, theyshould discuss this with their immediate supervisor, the Company’s VicePresident and General Counsel, the Audit Committee and/or outside legalcounsel.

 

The Company will not allow any retaliationagainst an employee, officer, or director who acts in good faith in reportingany actual or suspected violation.  Open communication of issues andconcerns without fear of retribution or retaliation is vital to the success ofthis Code.

 

ADHERENCE TO THE CODE

 

The CEO and CFO will have primary authority andresponsibility for the enforcement of this Code, subject to the supervision ofthe Audit Committee of the Board of Directors, and shall promptly notify theAudit Committee of any violation of this Code.

 

**ITEM 10.****  EXECUTIVE COMPENSATION**

 

MGCC did not pay its current executives any cash compensation.  Pursuant to a letter agreement dated December 20, 2004, however, the Company issued 1,000,000 shares of

 

12

 

common stock to Rachel Kang, its President, as compensation for her previous and ongoing management services for the period between May 2004 and May 2005, during which time the Company has the right to call upon her for future services.  These shares were valued at $0.03 per share for accounting purposes.  *See* Item 7 “Financial Statements.”

 

On March 16, 2004, the former director, president, secretary, treasurer and principal stockholder, Raymond Cottrell, was reimbursed $11,447 for expenses which he paid on behalf of the company.

 

SUMMARYCOMPENSATION TABLE

 
| **Annual Compensation**                     | ** ** | **Long Term Compensation** | ** ** |
|---------------------------------------------|------------|----------------------------|------------|
| ** **                                  | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Awards** | ** ** | **Payouts** | ** ** |
| **Name and  Principal  Position**           | ** ** | **Year**                   | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)** | ** ** | **Other Annual  Compensation  ($)** | ** ** | **Restricted  Stock  Award(s) ($)** | ** ** | **Securities  Underlying  Options SARs  (#)** | ** ** | **LITP  Payouts  ($)** | ** ** | **All Other  Compensation  ($)** | ** ** |
| Rachel (Pin) Kang, President & Director |       | 2004                       |       | — |   | — |   | — |   | — |   | — |   | — |   | $ | 30,000 | *  |
| Ye Chen, Trasurer & Director            |       | 2004                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| Raymond Cottrell President,                 |       | 2004                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| Secretary, Treasurer &                  |       | 2003                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| Director                                    |       | 2002                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| Christopher  Cottrell CFO              |       | 2004                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
|                                        |       | 2003                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
|                                        |       | 2002                       |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
|                                             |            |                            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

*In December 2004, the Company issued 1,000,000 shares of common stock toRachel Kang, President, as compensation for her management from May 2004 to May2005.  These shares were valued at $0.03per share for accounting purposes.

 

Pursuantto a letter agreement dated November 19, 2004, the Company granted Ms.Wendy Zahler 800,000 shares of common stock of the Company, in addition topromising to pay

 

13

----

 

hera monthly fee of $780, as compensation for her previous and ongoing consultingservices up until July 2005, during which period she may be called upon bythe Company for such consulting services, with the expectation that she willprovide up to 20 hours per week thereof. Ms. Zahler is not a member of the executive management team or anemployee of the Company, Ms. Wendy Zahler was granted 800,000 shares of commonstock of the Company.

 

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

 

The following table sets forth as of December 31,2004, the record and beneficial ownership of common stock held by (i) eachperson who is known to MGCC to be the beneficial owner of more than 5% of theCommon Stock of MGCC; (ii) each current director; (iii) each “named executiveofficer” (as defined in Regulation S-B, Item 402 under the Securities Act of1933); and (iv) all executive officers and directors of MGCC as a group.Securities reported as “beneficially owned” include those for which the namedpersons may exercise voting power or investment power, alone or with others.Voting power and investment power are not shared with others unless so stated.The number and percent of shares of common stock of MGCC beneficially owned byeach such person as of********December 31, 2004 includes thenumber of shares, which such person has the right to acquire within sixty (60)days after such date.

 
| **Title of  Class**               | ** ** | **Name and  Address of  Beneficial Owner**                                                   | ** ** | **Amount and  Nature of  Beneficial  Ownership** | ** **  | **Percent of  Ownership** | ** ** |
|-----------------------------------|------------|----------------------------------------------------------------------------------------------|------------|--------------------------------------------------|-------------|---------------------------|------------|
| Common Stock  ($0.0001 par value) |       | Zhi Li, Chairman  F11-2-3A,  Fenglinlushou,  Chaoyang District,  Beijing, China              |       | 14,350,000                                       | (1)         | 62.02                     | %          |
| Common Stock  ($0.0001 par value) |       | Ye Chen, Director &  Treasurer.  No. 8-5-301 Pinghu Rd,  Nankai District  Tianjin, China |       | 4,100,000                                        | (1)         | 17.72                     | %          |
| Common Stock  ($0.0001 par value) |       | Rachel (Pin) Kang,  Director & President  9998 Cyrandall Dr.  Oakton, VA 22124           |       | 3,050,000                                        | (1)&(2) | 13.18                     | %          |
| Common Stock  ($0.0001 par value) |       | MyTop International,  Inc. 8300 Greensboro  Drive, Suite 800,  McLean, VA 22102              |       | 20,500,000                                       | (3)         | 88.60                     | %          |
| Common Stock  ($0.0001 par value) |       | All Executive Officers  and Directors as a  Group (3 persons)                                |       | 21,500,000                                       | (1)         | 92.92                     | %          |

 

14

----

 

----

(1)   Based on theirownership interests in MyTop, which owns 20,500,000 shares of the Company.

(2)   The Companyissued 1,000,000 shares of common stock to Rachel Kang as compensation for hermanagement from May 2004 to May 2005, and she owns 2,050,000 additional shares basedon her ownership interests in MyTop, which owns 20,500,000 shares of theCompany.

(3)   MyTop directlyowns all of its shares in the Company.

 

Under the rules of the SEC, a person is deemedto be the beneficial owner of a security if such person has or shares the powerto vote or direct the voting of such security or the power to dispose or directthe disposition of such security. A person is also deemed to be a beneficialowner of any securities if that person has the right to acquire beneficialownership within 60 days of the date hereof. Unless otherwise indicated byfootnote, the named entities or individuals have sole voting and investmentpower with respect to the shares of common stock beneficially owned.

 

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

 

During the Company’s last fiscal year, the former majority stockholder, Raymond R. Cottrell, was reimbursed $11,447 for expenses which he paid on behalf of the Company and which were recorded as liabilities at December 31, 2003.

 

On March 16, 2004, pursuant to the Stock Purchase Agreement, Mr. Cottrell, agreed to forgive the net outstanding indebtedness due him from the Company.  This debt forgiveness totaled $19,280 in the aggregate.

 

****ITEM 13.********EXHIBITS ANDREPORTS ON FORM 8-K****

 
| (a) |   | Exhibits |
|-----|--------|----------|

 
| 2.01   |   | Stock Purchase and Subscription Agreement by and  among Raymond R. Cottrell, MGCC Investment Strategies Inc., McKinley  Greenfield Capital, Inc. and MyTop International Inc., dated March 4,  2004 (including Exhibit A included as Exhibit 2.02 hereto), incorporated by reference from identically numbered  exhibit on Form 8-K filed on March 31, 2004. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 2.02   |   | Escrow Agreement by and among The Capital Trust Company of Delaware,  as Escrow Agent, McKinley Greenfield Capital, Inc. and MyTop International  Inc., dated March 9, 2004 (including exhibits and schedule thereto),  incorporated by reference from identically numbered exhibit on Form 8-K filed  on March 31, 2004.                               |

 

15

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| 14.1   |   | Code of Ethics as adopted on or before December 31,  2003.                                                                                         |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                    |
| 31.1   |   | Certification of Rachel Kang pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                            |
|   |   |                                                                                                                                                    |
| 31.2   |   | Certification of Ye Chen pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                |
|   |   |                                                                                                                                                    |
| 32.1.  |   | Certification of Rachel Kang pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                            |
|   |   |                                                                                                                                                    |
| 32.2   |   | Certification of Ye Chen pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                                |
|   |   |                                                                                                                                                    |
| 99.1   |   | Letter Agreement granting Rachel (Pin) Kang  1,000,000 shares of common stock in the Company for her previous and ongoing  management services to MGCC. |
|   |   |                                                                                                                                                    |
| 99.2   |   | Letter Agreement granting Wendy Zahler 800,000  shares of common stock in the Company for her previous and ongoing consulting  services to MGCC.        |
|   |   |                                                                                                                                                    |
| (b)    |   | Reports on Form 8-K                                                                                                                                     |

 

None.

 

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

 

Audit Fees

 

For MGCC’s fiscal year ended December 31, 2004, we have been billed approximately $4,415.00 for professional services rendered for the audit of our financial statements. We also have been billed approximately $1500.00 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2004, respectively.

 

For MGCC’s fiscal year ended December 31, 2003, we have been billed approximately $4,350.00 for professional services rendered for the audit of our financial statements. We also have been billed approximately $1500.00 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2003, respectively.

 

Tax Fees

 

MGCC was billed approximately $750 for professional services rendered for tax compliance, tax advice, and tax planning since its formation.

 

16

 

All Other Fees

 

MGCC also incurred other fees of $1,815 related to due diligence services rendered by our principal accountant for the fiscal year ended December 31, 2004.

 

The Board of Directors hasestablished no committees. The entire board of directors is acting as theCompany’s audit committee as specified in section 3(a)(58)(B)of the Exchange Act, and the Board has not established pre-approval policiesand procedures as described in paragraph (c)(7)(i) of Rule 2-01 of RegulationS-X, nor has it approved any services described in each of Items 9(e)(2)through 9(e)(4) of Schedule 14A.

 

17

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**SIGNATURES**

 

In accordance with Section 13 of theExchange Act, the Registrant has duly caused this report on Form 10-KSB to besigned on its behalf by the undersigned, thereunto duly authorized.

 

MGCC INVESTMENT STRATEGIES, INC.

 
| Dated: March 28, 2005                           |
|------------------------------------------------------|
| By:                                                  | /s/ Rachel (Pin) Kang |   |
| President (Principal Executive Officer) and Director |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report on Form 10-KSB has been signed below by the followingpersons on behalf of MGCC and in the capacities and on the dates indicated.

 
| Dated: March 28, 2005                                               |
|--------------------------------------------------------------------------|
| By:                                                                      | /s/ Rachel (Pin) Kang |   |
| Rachel (Pin) Kang, President (Principal Executive Officer) and  Director |

 

 
| Dated: March 29, 2005 |
|-----------------------|
| By:                   | /s/ Zhi Li |   |
| Zhi Li, Chairman      |

 

 
| Dated: March 29, 2005                                               |
|---------------------------------------------------------------------|
| By:                                                                 | /s/ Ye Chen |   |
| Ye Chen – Treasurer (Principal Financial Officer) and Director |

 

18

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**INDEX TOEXHIBITS**

 
| **INDEX NUMBER** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                         |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.01             |       | Stock Purchase and Subscription Agreement by and among Raymond R.  Cottrell, MGCC Investment Strategies Inc., McKinley Greenfield Capital, Inc.  and MyTop International Inc., dated March 4, 2004 (including Exhibit A  included as Exhibit 2.02 hereto), incorporated by  reference from identically numbered exhibit on Form 8-K filed on March 31,  2004. |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.02             |       | Escrow Agreement by and among The Capital Trust Company of Delaware,  as Escrow Agent, McKinley Greenfield Capital, Inc. and MyTop International  Inc., dated March 9, 2004 (including exhibits and schedule thereto),  incorporated by reference from identically numbered exhibit on Form 8-K filed  on March 31, 2004.                                |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 14.1             |       | Code of Ethics                                                                                                                                                                                                                                                                                                                                                          |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1             |       | Certification of Rachel Kang pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                            |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 31.2             |       | Certification of Ye Chen pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 32.1.            |       | Certification of Rachel Kang pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                            |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 32.2             |       | Certification of Ye Chen pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 99.1             |       | Letter Agreement granting Rachel (Pin) Kang  1,000,000 shares of common stock in the Company for her previous and ongoing  services management services.                                                                                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                                                                                                                                                    |
| 99.2             |       | Letter Agreement granting Wendy Zahler 800,000  shares of common stock in the Company for her previous and ongoing consulting  services to MGCC.                                                                                                                                                                                                                        |

 

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