**United States**

 

**SECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**x****                             ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2008**

 

**Commission file number 0-49701**

 

**PACIFIC VEGAS GLOBAL STRATEGIES, INC.**

(Exactname of registrant as specified in its charter)

 

| **COLORADO**                                    | ** ** | **84-1159783**                     |
|-------------------------------------------------|------------|------------------------------------|
| (State  or Other Jurisdiction of Incorporation) |       | (IRS  Employer Identification No.) |

 

**16/F, Winsome House73 Wyndham Street, Central, Hong Kong**

(Addressof principal executive offices)

 

**(852) 3154-9370**

(Registrant’stelephone number, including area code)

 

Securitiesregistered pursuant to Section 12(g) of the Act:**Common Stock, with No Par Value**

(Titleof class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.YES o      NO x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or15(d) of the Act.    YES o       NO  x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

YES  x       NO  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.YES  x     NO    o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitionsof  “large accelerated filer,” “acceleratedfiler,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
|   | Large accelerated filer | o      | Accelerated filer         | o      |
|--------|-------------------------|--------|---------------------------|--------|
|   |                    |   |                      |   |
|   | Non-accelerated filer   | o      | Smaller reporting company | x      |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). YES  x      NO  o

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average of the bid and asked price of such common equity, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter:**US$154,631.**.

 

NOTE: The aggregate marketvalue was computed by multiplying the number of outstanding shares of theregistrant’s common stock, excluding those shares of record held by officers,directors and greater than five percent stockholders.

 

Indicate the number ofshares outstanding of each of the registrant’s classes of common stock, as ofthe latest practicable date: **99,963,615**shares of Common Stock with No Par Value, outstanding as at March 25,2009.

 

Documents incorporated byreference:   NONE.

 

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**PART I**

 

**ITEM 1.****                            ****BUSINESS**

 

**1.1****                              ****INTRODUCTION**

 

Allstatements other than statements of historical fact presented in this annualreport regarding our financial position and operating and strategic initiativesand addressing industry developments are forward-looking statements, where weor our management express an expectation or belief as to future results. Suchexpectation or belief is expressed in good faith and believed to have areasonable basis, but there can be no assurance that the statements of suchexpectation or belief will result or be achieved or accomplished. Actualresults of operations may differ materially.

 

Ourprincipal executive office is located at 16/F, Winsome House, 73 WyndhamStreet, Central, Hong Kong, telephone (852) 3154-9370.

 

**1.2****                              ****THE CORPORATION ANDACQUISITION OF CTGH**

 

PacificVegas Global Strategies, Inc. (the “Company” or “PVGS”), formerly known asGoaltimer International, Inc., was incorporated in Colorado on December 19,1990. Prior to the acquisition of Cyber Technology Group Holdings Ltd. (“CTGH”)as described herein, the Company entered into and operated a business ofdevelopment and sales of time and personal management products. The Company haddiscontinued such business and become a non-operating public shell since 1994,and remained as a shell company with its only activities of accruing loaninterest on notes payable and looking for a merger candidate.

 

OnNovember 20, 2002, the Company entered into an agreement for a transactionof share exchange with CTGH for the Company to acquire CTGH through a plan ofshare exchange under the laws of Colorado. Pursuant to the share exchangeagreement, and subject to its stockholders’ approval, the Company was toacquire 100% of the issued and outstanding equity shares of CTGH, in exchangefor 60,000,000 new shares of common stock of the Company. This transaction wasapproved by the stockholders of the Company at the special meeting ofstockholders held on December 12, 2002.

 

Theclosing of the transaction was scheduled to take place on December 22,2002 subsequently. The 60,000,000 new shares of common stock were thereforeissued on December 22, 2002 as scheduled. However, the transaction wasdelayed and eventually closed on January 8, 2003, upon which control ofthe Company passed to the stockholders of CTGH, and CTGH became a wholly ownedsubsidiary of the Company.

 

2

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CTGHwas incorporated in the British Virgin Islands in June 2000, operated asan investment holding company, holding 100% of the capital stock of PacificVegas Development Ltd. (“PVD”).

 

PVDwas incorporated in Samoa in April 2000, operated as an IT company,engaged in a business of system development and technical supporting servicesfor e-business, especially e-gaming related business, whilst holding 100% ofthe equity shares of Pacific Vegas International Ltd. (“PVI”).

 

PVIwas incorporated in the Commonwealth of Dominica in April 2000,established and operated as an international gaming company, conducting anoffshore business of international sportsbook by way of telecommunications andthe Internet, under an International Gaming License granted by the governmentof the Commonwealth of Dominica.

 

Asthe Company was a non-operating public shell before its acquisition of CTGH,the nature of this acquisition was defined and treated as a capital transactionor recapitalization in substance, rather than a business combination. Theacquisition did not result in any purchase accounting adjustments or creationof goodwill.

 

**1.3****                              ****BUSINESS OPERATIONS**

 

Uponcompletion of the reorganization with CTGH in January 2003, CTGH becamethe operating entity of the Company to conduct business operations. The Companyadopted CTGH’s business of international sportsbook as its principal businessand operated such business, through CTGH and its subsidiaries, from theCommonwealth of Dominica by way of telecommunications and the Internet, underan International Gaming License granted by the government of the Commonwealthof Dominica, until December 6, 2004, when the Board of Directors of theCompany resolved to cease the operations of such business due to thesignificant financial losses resulted from such business.

 

Revenuefrom operations of sportsbook business was the only revenue source for theCompany in the last five fiscal years. The Company recorded a total revenue ofUS$1.70 million for the fiscal year 2003, and a total revenue of US$0.03million for the fiscal year 2004. No revenue was recorded for the fiscal years2005 through 2008 since the operations of sportsbook business were ceased andthen discontinued.

 

Theoperations of sportsbook business resulted in significant financial losses forthe Company, particularly for the fiscal year 2004. The Company incurred a netloss of US$0.39 million for the fiscal year 2003, and a net loss of US$2.35million for the fiscal year 2004.

 

3

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Ourannual report on Form 10-KSB for the fiscal year ended December 31,2004 presented a detailed analysis of the factors that caused the adverseresults of our operations of the sportsbook business.

 

Therewas no business other than the aforementioned sportsbook business operated bythe Company since 2003.

 

**1.4****                              ****DISPOSITION OF CTGH**

 

Inlight of the significant financial losses resulted from the sportsbook businessand the factors that caused such adverse results of operations, effective as ofDecember 6, 2004, the Board of Directors of the Company resolved to ceasethe operations of sportsbook business, as an immediate remedial action toprevent further losses.

 

Havingreviewed the financial position and re-evaluated the business structure of theCompany, the Board of Directors further decided to terminate the sportsbookbusiness and dispose of CTGH. On July 8, 2005, the Company entered into aStock Purchase Agreement (the “Agreement”) with an independent third party (the“Buyer”), pursuant to which, and subject to its stockholders’ approval, theCompany was to sell its entire 100% equity interest in CTGH through dispositionof all equity shares of CTGH for a consideration of US$125,000 in cash togetherwith a non-cash settlement that the Buyer was to assume and pay all liabilitiesof CTGH as shown in the consolidated balance sheet of CTGH as at June 30,2005 and to cancel and release the Company from its liabilities due to CTGH inthe amount of US$549,288 or such other amount not exceeding US$549,288 asmay be amended at the closing of the transaction. This Agreement wasapproved by our stockholders at the special meeting of stockholders held on October 14,2005, and the transaction was subsequently executed and closed on November 18,2005.

 

Detailsof this transaction were disclosed in the Company’s earlier reports on Form 8-K,Form 10-QSB and definitive proxy statement on Schedule 14A filed withthe SEC dated July 11, August 15, August 26, and November 18,2005 respectively.

 

Inaccordance with SFAS 144 “Accounting for the Impairment or Disposal ofLong-Lived Assets”, the Company reported CTGH as a discontinued operation in2005, and the audited financial results for the fiscal year 2004 had beenrestated and presented in the consolidated financial statements on the samebasis accordingly.

 

4

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**1.5****                              ****CURRENT STATUS**

 

TheCompany has been in an inactive or non-operating status since December 6,2004, and currently remains as a shell company with its only activities ofaccruing non-operating expenses.

 

**1.6****                              ****EMPLOYEES**

 

Effectivefrom March 2007 and until December 31, 2008, the Company had 1 fulltime employee, with no compensation, in the capacities as chief executiveofficer and chief financial officer.

 

**1.7****                              ****ADDITIONAL INFORMATION**

 

**1.7.1****                    ****Compliance withEnvironmental Laws**

 

Compliancewith federal, state and local provisions which have been enacted regarding thedischarge of materials into the environment or otherwise relating to theprotection of the environment has not had, and is not expected to have, anyadverse effect upon operations, capital expenditures, earnings or competitiveposition of the Company. The Company is not presently a party to any litigationor administrative proceedings, whether federal, state or local, with respect toits compliance with such environmental standards. The Company does notanticipate being required to expend any significant capital funds in the nearfuture for environmental protection in connection with its operations.

 

**1.7.2****                    ****Other Information**

 

Therewas no expense incurred by the Company on any research and developmentactivities in the last three fiscal years.

 

Asat December 31, 2008, there were no patents, trademarks, licenses,franchises, concessions, and/or royalty agreements owned or possessed by theCompany.

 

**1.7.3****                    ****Reports and Availability ofInformation**

 

TheCompany files its annual reports, quarterly reports, current reports, proxystatements, and other reports required to be filed with the SEC under theExchange Act.

 

TheCompany is not required to deliver an annual report to our stockholders. Ourstockholders and the public may obtain any reports and other informationmaterials that the Company filed with the SEC by visiting the SEC’s website athttp://www.sec.gov or SEC’s Public Reference Room at 100 F Street, N.E,Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330.

 

5

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**ITEM 1A.****                   ****RISK FACTORS**

 

Not applicable**.**

 

**ITEM 1B.****                   ****UNRESOLVED STAFF COMMENTS.**

 

Not applicable**.**

 

**ITEM 2.****                            ****PROPERTIES**

 

**2.1****                              ****OPERATING LEASE**

 

Currentlythe Company maintains its principal office in Hong Kong, which has beenprovided by our principal stockholder, with no rental charges to the Company.However, the principal stockholder retains her right to discontinue thisarrangement at her own discretion, and there can be no assurance that thisarrangement by the principal stockholder will not be discontinued at any time.

 

**2.2****                              ****INVESTMENT POLICIES**

 

TheCompany does not invest in, and has not adopted any policy with respect toinvestments in, real estate or interests in real estate, real estate mortgagesor securities of or interests in persons primarily engaged in real estateactivities. It is not the Company’s policy to acquire assets primarily forpossible capital gain or primarily for income.

 

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

 

Nomaterial legal proceedings to which the Company is a party or to which any ofits property is the subject are pending and, to our knowledge, no suchproceedings are contemplated.

 

TheCompany is not presently a party to any litigation or administrativeproceedings with respect to our compliance with federal, state and localprovisions which have been enacted regarding the discharge of materials intothe environment or otherwise relating to the protection of the environment and,to our knowledge, no such proceedings are contemplated.

 

Therehas been no material legal proceeding to which any of our officers, directorsor stockholders of greater than five percent of our outstanding common sharesis a party adverse to the Company or has a material interest adverse to the Company.

 

6

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Nomaterial proceedings or legal actions are pending or contemplated nor judgmentsentered against any of our officers, directors or stockholders of greater thanfive percent of our outstanding common shares concerning any matter involvingour business.

 

**ITEM 4.****                            ****SUBMISSION OF MATTERS TO AVOTE OF SECURITY HOLDERS**

 

Nomatters were submitted during the fourth quarter of the fiscal year covered bythis report to a vote of security holders through the solicitation of proxiesor otherwise.

 

**PART II**

 
| **ITEM 5.** | **MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER  MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** |
|-------------|------------------------------------------------------------------------------------------------------------------------|

 

**5.1****                              ****OUTSTANDING SHARES ANDSTOCKHOLDERS**

 

Asat December 31, 2008, there were 99,963,615 shares of PVGS common stockwith no par value issued and outstanding, and there were approximately 1,150holders of record and beneficial holders of PVGS common stock.

 

**5.2****                              ****MARKET FOR PVGS COMMON STOCK**

 

Ourcommon stock was traded publicly on the OTC Bulletin Board under the symbol “PVEG.OB”from January 8, 2003 until September 26, 2003, at which time it wasmoved from the OTC Bulletin Board to the OTC Non-Bulletin Board for failure tocomply with certain reporting requirements (NASD Rule 6530). Our common stockhas been since then traded on the Pink Sheets under the symbol “PVEG.PK”.

 

Thenature of the market for common stocks trading on the Pink Sheets is generallylimited, sporadic and highly volatile, and the absence of an active marketmay have an effect upon the high and low prices as reported. The followinginformation sets forth the high and low last sale prices per share of ourcommon stock for the periods indicated as reported by the OTC Bulletin Board orthe Pink Sheets:

 
| **QUARTER ENDED**

** ** | ** ** | **HIGH**

** ** | ** ** | **LOW**

** ** | ** ** |
|------------------------------------|------------|----------------------|------------|---------------------|------------|
|                               |       |                 |       |                |       |
| March 31, 2008                |       | US$                  | 0.005      |                | US$        | 0.005 |   |
| June 30, 2008                 |       | US$                  | 0.003      |                | US$        | 0.003 |   |

 

7

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| September 30, 2008 |   | US$    | 0.003  |   | US$    | 0.003  |   |
|-------------------------|--------|--------|--------|--------|--------|--------|--------|
| December 31, 2008  |   | US$    | 0.0011 |   | US$    | 0.0011 |   |
|                    |   |   |   |   |   |   |   |
| March 31, 2007     |   | US$    | 0.010  |   | US$    | 0.005  |   |
| June 30, 2007      |   | US$    | 0.003  |   | US$    | 0.003  |   |
| September 30, 2007 |   | US$    | 0.004  |   | US$    | 0.004  |   |
| December 31, 2007  |   | US$    | 0.006  |   | US$    | 0.006  |   |

 

Thequotations listed in this table reflect inter-dealer prices, without retailmark-ups, mark-downs, or commissions, and may not necessarily representactual transactions.

 

**5.3****                              ****RELATED MATTERS**

 

TheCompany has not declared or paid any dividends since its reorganization withCTGH in January 2003.

 

TheCompany did not sell any equity securities that were not registered under theSecurities Act of 1933, as amended, and did not repurchase any of our equitysecurities, in the last three fiscal years.

 

Therewere no previously authorized equity compensation plans carried forward uponthe Company’s reorganization in January 2003, and there have been noequity compensation plans adopted and no equity securities issued for anyequity compensation plans since the Company’s reorganization in January 2003.As at December 31, 2008, there were no outstanding equity compensationplans, options or warrants to be exercised and no equity securities to beissued for such purposes.

 

**ITEM 6.****                            ****SELECTED FINANCIAL DATA**

 

Notapplicable**.**

 
| **ITEM 7.** | **MANAGEMENT’S****DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATION** |
|-------------|---------------------------------------------------------------------------------------------------|

 

Ourpresentation in this Management’s Discussion and Analysis of FinancialCondition and Results of Operation contains a number of forward-lookingstatements within the meaning of Section 27 A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended. These forward-looking statements are based on management’s currentprojections or expectations with regard to the future operations of business.Such projections or expectations are expressed in good faith and believed tohave a reasonable basis, but there can be no assurance that such projections orexpectations will prove to be correct or accurate, and as a result of certainrisks and uncertainties, actual results of operations may differmaterially.

 

8

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**7.1****                              ****CRITICAL ACCOUNTING POLICIESAND ESTIMATES**

 

Thepreparation of our financial statements in conformity with accountingprinciples generally accepted in the United States requires our management tomake estimates and assumptions that affect the amounts reported in ourfinancial statements and accompanying notes. Actual results could differmaterially from those estimates.

 

Ouraudited financial statements and the notes thereto contain more details of criticalaccounting policies and other disclosures required by generally acceptedaccounting principles.

 

**7.2****                              ****RESULTS OF OPERATIONS**

 

**7.2.1****                    ****Revenue and Expenses**

 

Asdescribed in Item 1 hereof, the Company has remained in an inactive ornon-operating status since December 6, 2004. There was no active businessoperated and no revenue earned by the Company for the fiscal years ended December 31,2008 and 2007.

 

Totalexpenses for the fiscal year ended December 31, 2008 were US$60,591against US$50,280 a year before. Expenses were for professional fees andmiscellaneous administrative expenses in the two fiscal years.

 

**7.2.2****                    ****Net Loss**

 

NetLoss for the fiscal year ended December 31, 2008 was US$60,591 against anet loss of US$50,280 a year before.

 

**7.2.3****                    ****Liquidity and CapitalResources**

 

Asat December 31, 2008, the balance of cash and cash equivalents for theCompany was nil. The Company has currently retained no sources of liquidityother than the private financing by cash in-flow from the principalstockholder, which is unsecured and could be discontinued at any time.

 

9

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**7.3****                              ****OFF-BALANCESHEET ARRANGEMENTS**

 

There were no off-balancesheet arrangements as defined in Item 303(c) of Regulation S-K, as at theend of the fiscal year 2008 and any interim period in the current fiscal year.

 

**7.4****                              ****PLAN OFOPERATION**

 

All statements presented inthis section regarding our financial position and operating and strategicinitiatives are forward-looking statements, where we or our managementexpress(es) an expectation or belief as to future results. Such expectation orbelief is expressed in good faith and believed to have a reasonable basis, butthere can be no assurance that the statement of expectation or belief willresult or be achieved or accomplished. Factors which could cause actual resultsto differ materially from those anticipated include, but not limited to,general economic and business conditions, competition and development in theindustries, the business abilities and judgment of personnel, the impacts ofunusual events resulting from ongoing evaluations of business strategies, andchanges in business strategies.

 

The Company has been in aninactive or non-operating status since December 6, 2004, and currentlyremains as a shell company with its only activities of accruing minimalnon-operating expenses. It is expected that the Company will remain in suchstatus until a re-organization with a selected entity takes place.

 

As a part of our plan, weexpect our next move to be a re-organization with a selected entity, for theCompany to acquire sufficient capital funds and engage into a selectedbusiness. However, there can be no assurance as to when or whether the Companywill be able to accomplish this plan.

 

**7.5****                              ****ADDITIONALCAUTIONARY STATEMENTS AND RISK FACTORS**

 

**7.5.1****                    ****Going Concern**

 

The financial statementspresented in this annual report have been prepared in conformity with generallyaccepted accounting principles, which contemplate continuation of the Companyas a going concern. However, substantial doubt has been raised with regard tothe ability of the Company to continue as a going concern, in light of that asat December 31, 2008, the Company retained its total assets as minimal asUS$2,375, and particularly, in this minimal amount of assets the Companyretained no cash or cash equivalents to support its needs of cash payments forany current expenses which may be required for its continuation as a goingconcern.

 

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The Company has maintained norevenue-generating or cash in-flow operations since December 6, 2004 andhas relied on the private financing by cash in-flow from the principalstockholder of the Company. During the period, there was a change in principalstockholder, the new principal stockholder has undertaken to finance theCompany in cash for a “reasonable” period of time for the Company to continueas a going concern, assuming that in such a period of time the Company would beable to restructure its business and restart on a revenue-generating operationand/or raise additional capital funds to support its continuation. However, itis uncertain as for how long or to what extent such a period of time would be“reasonable”, and there can be no assurance that the financing from theprincipal stockholder will not be discontinued.

 

Other than the privatefinancing by cash in-flow from the principal stockholder, which is unsecuredand could be discontinued at any time, the Company has currently preserved nosources of liquidity to support its continuation as a going concern.

 

These uncertaintiesmay result in adverse effects on continuation of the Company as a goingconcern. The accompanying financial statements do not include or reflect anyadjustments that might result from the outcome of these uncertainties.

 

**7.5.2****                    ****LimitedMarket**

 

The market for our stock islimited. Our common stock is currently traded on the Pink Sheets under thesymbol “PVEG.PK”. On March 9, 2009, the last reported sale price of ourcommon stock on the Pink Sheets was US$0.0011 per share. However, we considerour common stock to be “thinly traded” and any last reported sale pricesmay not be a true market-based valuation of the common stock.

 

Our common stock is consideredto be a “penny stock” and, as such, the market for our common stock may befurther limited by certain SEC rules applicable to penny stocks.

 

As long as the price of ourcommon stock remains below US$5.00 per share or we have net tangible assets ofUS$2,000,000 or less, our common shares are likely to be subject to certain“penny stock” rules promulgated by the SEC. Those rules imposecertain sales practice requirements on brokers who sell penny stocks to personsother than established customers and accredited investors (generally,institutions with assets in excess of US$5,000,000 or individuals with a networth in excess of US$1,000,000). For transactions covered by the penny stockrules, the broker must make a special suitability determination for thepurchaser and receive the purchaser’s written consent to the transaction priorto the sale. Furthermore, the penny stock rules generally require, amongother things, that brokers engaged in secondary trading of penny stocks providecustomers with written disclosure documents, monthly statements of the marketvalue of penny stocks, disclosure of the bid and asked prices and disclosure ofthe compensation to the brokerage firm and disclosure of the sales personworking for the brokerage firm. These rules and regulations adverselyaffect the ability of brokers to sell our common shares and limit the liquidityof our securities.

 

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**ITEM 7A.****                   ****QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**

 

Not applicable**.**

 

**ITEM 8.****                            ****FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA**

 

**Table of Contents**

 

Report ofIndependent Registered Public Accounting Firm

 

Financial Statements:

 

Statements ofOperations

 

Balance Sheets

 

Statements ofCash Flows

 

Statementof Changes in Stockholders’ Equity

 

Notes toFinancial Statements

 

12

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**Report ofIndependent Certified Public Accountants**

 

To the Stockholders and Board of Directors

**Pacific Vegas GlobalStrategies, Inc.**

**(A Development StageEnterprise)**

*(incorporated in Colorado withlimited liability)*

 

 

Wehave audited the accompanying balance sheets of Pacific Vegas Global Strategies, Inc.as of December 31, 2008 and 2007, and the related statements ofoperations, changes in stockholders’ equity and cash flows for the years ended December31, 2007 and 2008 and for the cumulative period from re-entering developmentstage on January 1, 2006 to December 31, 2008.  These financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audits.

 

We conducted our audits in accordance withthe standards of the Public Company Accounting 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. The Company is not required to have, nor were we engagedto perform, an audit of its internal control over financial reporting. Ouraudits included consideration of internal control over financial reporting as abasis for designing auditing procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion. Our audits also included examining, ona test basis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimatesmade by management and evaluating the overall a financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion.

 

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of Pacific Vegas Global Strategies, Inc.as of December 31, 2008 and 2007, and the results of its operations and itscash flows for the years ended December 31, 2007 and 2008 and for thecumulative period from re-entering development stage on January 1, 2006 toDecember 31, 2008, in conformity with accountingprinciples generally accepted in the United States of America.

 

Theaccompanying financial statements have been prepared assuming the Company willcontinue as a going concern. As discussed in note 2(b) to the financialstatements, the Company has suffered recurring losses from operations and has anet capital deficit that raise substantial doubt about its ability to continueas a going concern. Management’s plans in regards to these matters are alsodescribed in note 2(b). The financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

 

 

/s/ MAZARS CPA LIMITED

*Certified Public Accountants*

HongKong

March 24, 2009

 

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Statements of Operations**

 

 
| ** **                                          | ** ** | ** ** | ** ** | **Year ended December 31,** | ** ** | **Period from  re-entering  development  stage on  1 January  2006 to  31 December** | ** ** |
|-----------------------------------------------------|------------|------------|------------|----------------------------------|------------|--------------------------------------------------------------------------------------|------------|
| *** ***                                        | ** ** | ***Note*** | ** ** | **2008**                         |       | 2007                                                                                 | ** ** | 2008 |   |
| ** **                                          | ** ** | ** ** | ** ** | ***US$***                        | ** ** | *US$*                                                                                | ** ** | *US$* | ** ** |
|                                                |       |       |       |                             |       |                                                                                 |       |   |   |
| **Revenue**                                         | ** ** | ** ** |       | **-**                            |       | -                                                                                    | ** ** | - |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| **Expenses**                                        |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| General and administrative expenses                 | ** ** | ** ** |       | **(60,591)**                     | ** ** | (50,280)                                                                             |       | (190,591) |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| **Loss before income tax**                          | ** ** | ** ** |       | **(60,591)**                     | ** ** | (50,280)                                                                             |       | (190,591) |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| Income tax expense                                  | * *   | *3*        | ** ** | **-**                            | ** ** | -                                                                                    |       | - |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| **Net loss**                                        | ** ** | ** ** |       | **(60,591)**                     | ** ** | (50,280)                                                                             |       | (190,591) |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| Loss per share of common stock:                     |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| Basic                                               | * *   | *4*        | ** ** | **(0.00)**                       | ** ** | (0.00)                                                                               |       | (0.00) |   |
|                                                | * *   | * *   | ** ** | ** **                       | ** ** |                                                                                 |       |   |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |
| Weighted average number of common stock outstanding | ** ** | ** ** |       | **99,963,615**                   | ** ** | 99,963,615                                                                           |       | 99,963,615 |   |
|                                                | ** ** | ** ** |       | ** **                       | ** ** |                                                                                 |       |   |   |
|                                                |       |       |       |                             | ** ** |                                                                                 |       |   |   |

 

*The accompanying notes are an integral part of theseconsolidated financial statements.*

 

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Balance Sheets**

 

 
| ** **                                                                              | ** ** | ** ** | ** ** | **As of December 31,** | ** **   |
|-----------------------------------------------------------------------------------------|------------|------------|------------|-----------------------------|--------------|
| *** ***                                                                            | ** ** | ***Note*** | ** ** | **2008**                    |         | 2007 |   |
| *** ***                                                                            | * *   | * *   | * *   | ***US$***                   | *** *** | *US$* | * * |
| **Assets**                                                                              |       |       |       |                        | ** **   |   |   |
| **Current assets**                                                                      |       |       |       |                        | ** **   |   |   |
| Deposits and prepayments                                                                | ** ** | ** ** |       | **2,375**                   | ** **   | 10,875 |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| Total current assets                                                                    | ** ** | ** ** |       | **2,375**                   | ** **   | 10,875 |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| Total assets                                                                            | ** ** | ** ** |       | **2,375**                   | ** **   | 10,875 |   |
|                                                                                    | ** ** | ** ** |       | ** **                  | ** **   |   |   |
|                                                                                    | ** ** | ** ** |       | ** **                  | ** **   |   |   |
| **Liabilities and stockholders’ deficit**                                          |       |       |       |                        | ** **   |   |   |
| **Current liabilities**                                                                 |       |       |       |                        | ** **   |   |   |
| Due to a stockholder                                                                    | * *   | *5*        | ** ** | **143,341**                 | ** **   | 88,450 |   |
| Accrued expenses                                                                        | ** ** | ** ** |       | **16,300**                  | ** **   | 19,100 |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| **Total liabilities**                                                                   | ** ** | ** ** |       | **159,641**                 | ** **   | 107,550 |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| **Stockholders’ deficit**                                                          |       |       |       |                        | ** **   |   |   |
| Common stock,                                                                           |       |       |       |                        | ** **   |   |   |
| Authorized:                                                                             |       |       |       |                        | ** **   |   |   |
| No par value, 500,000,000 shares of common  stock as of December 31, 2008 and 2007 |       |       |       |                        | ** **   |   |   |
| Issued and outstanding:                                                                 | ** ** | ** ** |       | ** **                  | ** **   |   |   |
| No par value, 99,963,615 shares of common  stock as of December 31, 2008 and 2007  | ** ** | ** ** |       | **-**                       | ** **   | - |   |
| Additional paid-in capital                                                              | ** ** | ** ** |       | **2,500,000**               | ** **   | 2,500,000 |   |
| Accumulated losses before re-entering  development stage                                | ** ** | ** ** |       | **(2,466,675)**             | ** **   | (2,466,675) |   |
| Accumulated losses during development stage                                             | ** ** | ** ** |       | **(190,591)**               | ** **   | (130,000) |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| **Total stockholders’ deficit**                                                    | ** ** | ** ** |       | **(157,266)**               | ** **   | (96,675) |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |
| **Total liabilities and stockholders’ deficit**                                    | ** ** | ** ** |       | **2,375**                   | ** **   | 10,875 |   |
| ** **                                                                              | ** ** | ** ** |       | ** **                  | ** **   |   |   |
|                                                                                    |       |       |       |                        | ** **   |   |   |

 

*The accompanying notes are an integral part of these consolidatedfinancial statements.*

 

15

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Statements of Cash Flows**

 

 
| ** **                                                                  | ** ** | **Year ended December 31,** | ** ** | **Period from  re-entering  development  stage on  1 January  2006 to  31 December** | ** ** |
|-----------------------------------------------------------------------------|------------|----------------------------------|------------|--------------------------------------------------------------------------------------|------------|
| ** **                                                                  |       | **2008**                         |       | 2007                                                                                 |       | 2008 |   |
| *** ***                                                                | * *   | ***US$***                        | * *   | *US$*                                                                                | * *   | *US$* | * * |
| **Cash flows used in operating activities**                                 |       |                             |       |                                                                                 |       |   |   |
| Net loss                                                                    | ** ** | **(60,591)**                     | ** ** | (50,280)                                                                             |       | (190,591) |   |
| Adjustment to reconcile net loss to net  cash used in operating activities: |       |                             | ** ** |                                                                                 |       |   |   |
| Other current asset                                                         | ** ** | **8,500**                        | ** ** | (430)                                                                                |       | 68,173 |   |
| Due to a stockholder                                                        | ** ** | **54,891**                       | ** ** | 50,355                                                                               |       | 143,341 |   |
| Accrued expenses                                                            | ** ** | **(2,800)**                      | ** ** | 355                                                                                  |       | (20,923) |   |
|                                                                        |       |                             | ** ** |                                                                                 |       |   |   |
| **Net cash used in operating activities**                                   | ** ** | **-**                            | ** ** | -                                                                                    |       | - |   |
|                                                                        |       |                             | ** ** |                                                                                 |       |   |   |
| **Net decrease in cash and cash equivalents**                               | ** ** | **-**                            | ** ** | -                                                                                    |       | - |   |
| Cash and cash equivalents, beginning of  year                               | ** ** | **-**                            | ** ** | -                                                                                    |       | - |   |
|                                                                        |       |                             |       |                                                                                 |       |   |   |
| Cash and cash equivalents, end of year                                      | ** ** | **-**                            |       | -                                                                                    |       | - |   |
|                                                                        | ** ** | ** **                       |       |                                                                                 |       |   |   |
|                                                                        |       |                             | ** ** |                                                                                 |       |   |   |

 

*The accompanying notes are an integral part of theseconsolidated financial statements.*

 

16

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Statement of Changes in Stockholders’ Equity**

 

 
|                             |       | Common stock      |       |       |       |                         |       |                |       |
|----------------------------------|------------|-------------------|------------|------------|------------|------------------------------|------------|---------------------|------------|
|                             |       | Number of  shares |       | Amount     |       | Additional  paid-in  capital |       | Accumulated  losses |       | Total |   |
| * *                         | * *   | * *          | * *   | *US$*      | * *   | *US$*                        | * *   | *US$*               | * *   | *US$* | * * |
|                             |       |              |       |       |       |                         |       |                |       |   |   |
| As of January 1, 2007       |       | 99,963,615        |       | -          |       | 2,500,000                    |       | (2,546,395)         |       | (46,395) |   |
|                             |       |              |       |       |       |                         |       |                |       |   |   |
| Total comprehensive income:      |       |              |       |       |       |                         |       |                |       |   |   |
| Net loss for the year            |       | -                 |       | -          |       | -                            |       | (50,280)            |       | (50,280) |   |
|                             |       |              |       |       |       |                         |       |                |       |   |   |
| As of December 31, 2007     |       | 99,963,615        |       | -          |       | 2,500,000                    |       | (2,596,675)         |       | (96,675) |   |
|                             |       |              |       |       |       |                         |       |                |       |   |   |
| Total comprehensive income:      |       |              |       |       |       |                         |       |                |       |   |   |
| Net loss for the year            |       | -                 |       | -          |       | -                            |       | (60,591)            |       | (60,591) |   |
|                             |       |              |       |       |       |                         |       |                |       |   |   |
| **As of December 31, 2008** | ** ** | **99,963,615**    | ** ** | **-**      | ** ** | **2,500,000**                | ** ** | **(2,657,266)**     | ** ** | **(157,266)** | ** ** |
| ** **                       | ** ** | ** **        | ** ** | ** ** | ** ** | ** **                   | ** ** | ** **          | ** ** | ** ** | ** ** |
|                             |       |              |       |       |       |                         |       |                |       |   |   |

 

*The accompanying notes are an integral part of theseconsolidated financial statements.*

 

17

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Notes to the Financial Statements**

 

 
| **1.** | **ORGANIZATION AND PRINCIPAL ACTIVITIES** |
|--------|-------------------------------------------|

 

PacificVegas Global Strategies, Inc. (“PVGS”/the “Company”), formerly known asGoaltimer International, Inc., was incorporated in Colorado onDecember 19, 1990.

 

Uponthe expiry of an International Gaming License granted by the government of theCommonwealth of Dominica on December 6, 2004, the Board of Directors ofthe Company resolved to cease the then business due to significant lossesincurred. After the full discontinuance of such business in 2005 and becoming ashell company, the Company has reentered the development stage sinceJanuary 1, 2006 and has been reporting as a Development Stage Entity underFASB Statement No. 7 — Accounting and Reporting by Development StageEnterprises.

 

TheCompany has been in an inactive or non-operating status since December 6,2004, and a shell company with its only activities of incurring non-operatingexpenses.

 
| **2.** | **SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES** |
|--------|-------------------------------------------------|
|   |                                            |
| (a)    | Basis of accounting                             |

 

The financial statements arepresented in United States dollars and have been prepared in accordance withaccounting principles generally accepted in the United States of America.

 
| (b) | Preparation of financial statements |
|-----|-------------------------------------|

 

TheCompany had a negative working capital and a stockholders’ deficit ofUS$157,266 and US$157,266 respectively as of December 31, 2008. Theaccompanying financial statements have been prepared in conformity withgenerally accepted accounting principles, which contemplate continuation of theCompany as a going concern. However, a substantial doubt has been raised withregard to the ability of the Company to continue as a going concern, as theCompany had total liabilities in excess of its total assets and maintained norevenue-generating operations since December 6, 2004. In light of thesituation, the Company has been contemplating practical plans for a businessrestructuring and/or possible arrangements to raise additional capital funds tosupport its continuation as a going concern, but there can be no assurance thatthe Company will be successful in procuring any of such efforts.

 

Theprincipal stockholder, who is also the sole director of the Company, hasundertaken to finance the Company for a “reasonable” period of time for theCompany to continue as a going concern, assuming that in such period of timethe Company would be able to restructure its business and restart arevenue-generating operation and/or raise additional capital funds to supportits continuation as a going concern. However, the principal stockholder of theCompany retains the right to discontinue such financing at her own discretionin case the Company is unable to accomplish so in such period of time. It is uncertainas for how long or to what extent such period of time would be “reasonable” tothe discretion of the principal stockholder, and there can be no assurance thatthe financing from the principal stockholder will not be discontinued at anytime.

 

Theseuncertainties may result in adverse effects on continuation of the Company as agoing concern. The accompanying financial statements do not reflect anyadjustments that might result from the outcome of these uncertainties.

 

18

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Notes to the Financial Statements**

 

 

**2.****                                     ****SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (CONTINUED)**

 

(c)                                  Income taxes

 

The Company accounts forincome tax under the provisions of SFAS No. 109, which requiresrecognition of deferred tax assets or liabilities.  Deferred income taxes are provided using theliability method.  Under the liabilitymethod deferred income taxes are recognized for all significant temporarydifferences between the tax and financial statement bases of assets andliabilities.

 

(d)                                 Related parties

 

Parties are considered to berelated if one party has the ability to control the other party or exercisesignificant influence over the other party in making financial and operatingdecisions.

 

(e)                                  Foreign currency translation

 

Foreign currencytransactions during the year are translated into US dollars at approximatelythe market exchange rates existing at the transaction dates.  Monetary assets and liabilities denominatedin foreign currencies are translated into United States dollars atapproximately the market exchange rates ruling at the balance sheet date.  The effect on the statements of operations oftransaction gains and losses is insignificant for all periods presented.

 

(f)                                    Use of estimates

 

The preparation of thefinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect certain reported amounts and disclosures.Accordingly, actual amounts could differ from those estimates.

# ** **

(g)                                 Fair value of financial statements

 

The estimated fair valuesfor financial instruments under SFAS No. 107, “Disclosures about FairValue of Financial Instruments”, are determined at discrete points in timebased on relevant market information. These estimates involve uncertainties and cannot be determined withprecision.  The estimated fair values of theCompany’s financial instruments, which include cash and other payables approximatetheir carrying values in the consolidated financial statements because of theshort-term maturity of those instruments.

 

19

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Notes to the Financial Statements**

 

 

**2.****                                     ****SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (CONTINUED)**

 

(h)                                 Recently issued accounting standards

 

In December 2007, theFASB issued SFAS No. 141R, Business Combinations (“SFAS 141R”), whichbroadens the guidance of SFAS No. 141, extending its applicability to alltransactions and other events in which one entity obtains control over one ormore other business. It broadens the fair value measurement and recognition ofassets acquired, liabilities assumed, and interests transferred as a result ofbusiness combinations; and stipulated that acquisition related costs beexpensed rather than included as part of the basis of the acquisition. SFAS141R expands required disclosures to improve the ability to evaluate the natureand financial effects of business combinations. SFAS 141R is effective for alltransactions entered into, on or after January 1, 2009. The adoption ofthis Statement is not expected to have material effect on the Company’sfinancial statements.

 

In December 2007, theFASB issued SFAS No. 160, Noncontroiling Interests in ConsolidatedFinancial Statements - An. Amendment of ARB No. 51 (“SFAS 160”). SFAS 160requires a noncontroiling interest in a subsidiary to be reported as equity andthe amount of consolidated net income specifically attributable to thenoncontroiling interest to be identified in the consolidated financialstatements. SFAS 160 also calls for consistency in the manner of reportingchanges in the parent’s ownership interest and required fair value measurementof any noncontroiling equity investment retained in a deconsolidation. SFAS 160is effective on January 1, 2009. The adoption of this Statement is notexpected to have a material effect on the Company’s financial statements.

 

In March 2008, the FASBissued SFAS No. 161, Disclosures about Derivative Instruments and HedgingActivities - An Amendment of SFAS No. 133 (“SFAS 161”). SFAS 161 expandsthe disclosure requirements in SFAS 133, regarding an entity’s derivativeinstruments and hedging activities. SFAS 161 is effective on January 1,2009. The adoption of this Statement is not expected to have a material effecton the Company’s financial statements.

 

In May 2008, the FASBissued SFAS No. 162. The Hierarchy of Generally Accepted AccountingPrinciples (“SFAS 162”). The new standard is intended to improve financialreporting by identifying a consistent framework, or hierarchy, for selectingaccounting principles to be used in preparing financial statements that arepresented in conformity with U.S. generally accepted accounting principles fornon-governmental entities. SFAS 162 is effective 60 days following the SEC’sapproval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity with Generally Accepted AccountingPrinciples. The Company is currently evaluating the impact of the adoption ofSFAS 162 on the Company’s financial statements.

 

20

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Notes to the Financial Statements**

 

 

**2.****                                     ****SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (CONTINUED)**

 

(h)                                 Recently issued accounting standards (Continued)

 

In September, 2008, the FASBissued FASB staff position No. 133-1 (FSP 133-1) and FIN 45-4, Disclosuresabout credit derivatives and Certain Guarantees - An amendment of SFAS 133 andFIN 45; and Clarification of the Effective Date of SFAS 161. FSP 13-1 and FIN45-4 expand the disclosure requirement of credit derivatives and guarantees andare effective for reporting periods (annual or interim) ending after November 15,2008. The adoption of these statements is not expected to have a materialeffect on the Company’s financial statements.

 

**3.****                                     ****INCOME TAXES**

 

PVGS is subject to incometaxes on an entity basis on income arising in or derived from the taxjurisdictions in which the entity is domiciled. Effective from January 1,2007, the Company has adopted the FASB Staff Position on Interpretation 48,“Accounting for uncertainty in Income Taxes”. However, there is no significantimpact on the Company’s financial statements.

 

**4.****                                     ****LOSS PER SHARE**

 

Basic loss per common shareis calculated based on the weighted average number of common stock outstandingduring each period.

 

The Company had no potentialcommon stock instruments with a dilutive effect for any period presented andtherefore basic and diluted earnings per share are the same.

 

**5.****                                     ****DUE TO A STOCKHOLDER**

 

The amount due is unsecured,interest-free, and repayable on demand.

 

The fair value of advancesfrom stockholder, which are interest-free, cannot be estimated reliably due tothe relationship between the stockholder and the Company.

 

21

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**Pacific Vegas Global Strategies, Inc.**

**(A Development Stage Enterprise)**

**Notes to the Financial Statements**

 

 

**6.****                                     ****COMMITMENTS ANDCONTINGENCIES**

 

As of December 31,2008, the Company had no material outstanding commitment and contingencies.

 

22

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

 

TheCompany has engaged Mazars CPA Limited, formerly Moores Rowland Mazars,chartered accountants and certified public accountants, as our principalindependent accountant to audit our financial statements, since June 23,2003.

 

Inour two most recent fiscal years and any later interim period, there was nochanges in and no disagreements with our principal independent accountant onany matters with regard to our accounting and financial disclosure.

 

**ITEM 9A(T)****           ****CONTROLS AND PROCEDURES**

 

(a)          Disclosure Controls and Procedures

 

As of the end of the periodcovered by this report, our management, with the participation of our chiefexecutive officer and chief financial officer, has performed an evaluation ofthe effectiveness of our disclosure controls and procedures within the meaningof Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Based upon that evaluation,our management has concluded that, as of December 31, 2008, our disclosurecontrols and procedures were effective.

 

(b)         Management’sannual report on internal control over financial reporting

 

Our management isresponsible for establishing and maintaining adequate internal control over financialreporting, as defined in Rules 13a-15(f) under the Exchange Act. Ourmanagement evaluated the effectiveness of our internal control over financialreporting based on criteria established in the framework in *Internal Control-Integrated Framework* issuedby the Committee of Sponsoring Organizations of the Treadway Commission. Basedon this evaluation, our management has concluded that our internal control overfinancial reporting was effective as of December 31, 2008.

 

Because of its inherentlimitations, internal control over financial reporting may not prevent ordetect misstatements. In addition, projections of any evaluation ofeffectiveness of our internal control over financial reporting to futureperiods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies andprocedures may deteriorate.

 

23

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(c)          Attestationreport of the registered public accounting firm

 

This annual report does notinclude an attestation report of the Company’s independent registered publicaccounting firm regarding internal control over financial reporting.Management’s report was not subject to attestation by the Company’s independentregistered public accounting firm pursuant to temporary rules of theSecurities and Exchange Commission that permit the Company to provide onlymanagement’s report in this annual report.

 

(d)         Changesin internal control over financial reporting

 

There were no changes in ourinternal controls over financial reporting identified in connection with theevaluation that occurred during our fourth fiscal quarter that have materiallyaffected, or are reasonably likely to materially affect, our internal controlover financial reporting.

 

**ITEM 9B.****                        ****OTHER INFORMATION**

 

None

 

**PART III**

 

**ITEM 10.****                          ****DIRECTORS, EXECUTIVEOFFICERS AND CORPORATE GOVERNANCE**

 

**10.1****                       ****DIRECTORS AND EXECUTIVE OFFICERS**

 

Information about ourdirectors and executive officers during the year ended and as of December 31,2008 is set forth as follows:

 
| **Name**     | ** ** | **Age** | ** ** | **Office (1)**                                                | ** ** | **Term Expires ((2)** | ** ** |
|--------------|------------|---------|------------|--------------------------------------------------------------------|------------|---------------------------------|------------|
| Kwan Sin Yee |       | 56      |       | Director,  Chief Executive Officer and Chief Financial Officer (3) |       |                            |       |

 

(1)                                  The business address is 16/F, Winsome House,73 Wyndham Street, Central, Hong Kong.

 

24

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(2)                                  The term of office of each officer is at thediscretion of the board of directors.

 

(3)                                  Appointed to serve as Director, ChiefExecutive Officer and Chief Financial Officer effective from August 23, 2007.

 

**Kwan SinYee**, Director, ChiefExecutive Officer and Chief Financial Officer of the Company, was the secondlargest major shareholder prior to acquiring 36,500,000 shares from RaymondChou. Ms. Kwan, being a well connected and low profile investor, took overthe control of the Company after the acquisition with the intention tore-organize by merging or acquisitition.

 

Other than the appointmentof Ms Kwan Sin Yee as director, Chief Executive Officer and Chief FinancialOfficer in August 23, 2007, there was no other person nominated or chosento any positions as directors or executive officers for the Company during theperiod covered by this report.

 

None of our existingdirectors and/or executive officers holds any positions as director or officerin any other reporting companies.

 

None of our existingdirectors and/or executive officers has been involved in any legal proceedingsor such events as required to be disclosed under Item 4.01(d) ofRegulation S-K.

 

There has been no materialchanges to the procedures by which our stockholders may recommend nomineesto our board of directors since our last disclosure in response to therequirements of Item 7(d)(2)(ii)(G) of Schedule 14A and Item 4.01(g) ofRegulation S-K.

 

**10.2****                       ****COMPLIANCE WITH SECTION 16(a) OF THEEXCHANGE ACT**

 

Based solely upon a reviewof Forms 3 and 4 and amendments thereto furnished to us pursuant to 17 CFR240.16a-3(e) during our most recent fiscal year and Form 5 andamendments thereto furnished to us with respect to our most recent fiscal year,and any written representation from the reporting person (as hereinafterdefined) that no Form 5 is required, we are not aware of any person who,at any time during the fiscal year, was a director, officer, beneficial ownerof more than ten percent of any class of our equity securities registeredpursuant to Section 12 of the Exchange Act (“reporting person”) thatfailed to file on a timely basis, as disclosed in the above Forms, reportsrequired by Section 16(a) of the Exchange Act during the most recentfiscal year or prior fiscal years.

 

25

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**10.3****                       ****AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT**

 

Currently the Company doesnot have a separately-designated standing audit committee established inaccordance with section 3(a)(58)(A) of the Exchange Act, or anequivalent committee performing similar functions. Our entire board ofdirectors is acting as the audit committee for the Company as specified insection 3(a)(58)(B) of the Exchange Act.

 

Currently the Company doesnot have at least one audit committee financial expert serving on our auditcommittee or our board of directors which is acting as the audit committee, dueto the status that the Company has remained as a non-operating public shellsince December 2004.

 

**10.4****                       ****CODE OF ETHICS**

 

The Company has adopted acode of ethics that applies to all of our employees, including our chiefexecutive officer and chief financial officer, and has filed a copy of suchcode of ethics with the SEC as Exhibit 14.1 to our annual reports on Form 10-KSBfor the fiscal years ended December 31, 2003 and 2004, respectively.However, since the Company is no longer engaged in or related to the businessof sportsbook, certain sections thereof specifically related to the business ofsportsbook are no longer applicable or relevant.

 

**ITEM 11.****                      ****EXECUTIVE COMPENSATION**

 

**11.1****                        ****SUMMARY COMPENSATION TABLE**

 

Effective as of January 1,2005, based upon a mutual agreement between the Company and our chief executiveofficer and chief financial officer, there has been no compensation orremuneration from the Company, whether in cash or in kind, awarded to, earnedby and/or paid to our chief executive officer and chief financial officer fortheir services rendered in all capacities to the Company.

 

The following table, and itsaccompanying explanatory footnotes, presents the information of annual andlong-term compensation, including all plan and non-plan compensation, whetherin cash or non-cash, awarded to, earned by and/or paid to our chief executiveofficer and chief financial officer for their services rendered in allcapacities to the Company and its subsidiaries for the last two fiscal yearsended December 31, 2008 and 2007. Other than the compensation listedbelow, there has been no compensation from the Company, whether in cash ornon-cash, by plan or non-plan, awarded to, earned by and/or paid to any of ourexecutive officers.

 

26

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| **Name and  Principal Position**                    | ** ** | **Fiscal Year** | ** ** | **Basic  Salary** | ** ** | **Bonus** | ** ** | **Options  Granted** | ** ** | **Other  Compensation  (1)** | ** ** |
|---------------------------------------------------------------|------------|----------------------|------------|-------------------|------------|-----------|------------|----------------------|------------|------------------------------|------------|
| ** **                                                    | ** ** | ** **           | ** ** | **US$**           | ** ** | **US$**   | ** ** | **US$**              | ** ** | **US$**                      | ** ** |
| Kwan Sin Yee                                                  |       | 2008                 |       | —            |       | —    |       | —               |       | —                       |       |
| (Chief Executive Officer & Chief  Financial Officer) |       | 2007                 |       | —            |       | —    |       | —               |       | —                       |       |
| Raymond Chou                                                  |       | 2008                 |       | —            |       | —    |       | —               |       | —                       |       |
| (Chief Executive Officer)                                     |       | 2007                 |       | —            |       | —    |       | —               |       | —                       |       |
| Richard Wang                                                  |       | 2008                 |       | —            |       | —    |       | —               |       | —                       |       |
| (Chief Financial Officer)                                     |       | 2007                 |       | —            |       | —    |       | —               |       | —                       |       |

 

(1)                  Kwan Sin Yee wasappointed in August 23, 2007 and there was no compensation paid to her in2008 and 2007.

Raymond Chou resigned as of August 23, 2007 andthere was no compensation paid to him in2008 and 2007.

Richard Wang has resigned as of March 15, 2007and there was no compensation paid to him in 2008 and 2007.

 

**11.2****                        ****SUMMARY OF OPTION GRANTS**

 

There has been no grant ofany stock options made to any executive officers or any employees of theCompany or its subsidiaries in the last four fiscal years since the Company’sreorganization with CTGH in January 2003.

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

 

The following table setsforth the number of shares of our common stock owned beneficially as at December 31,2008 by each person known by us to have owned beneficially more than fivepercent of such shares then outstanding, by each of our directors and officersand by all of our directors and officers as a group. This information giveseffect to securities deemed outstanding pursuant to Rule 13d 3(d)(l) underthe Securities Exchange Act of 1934, as amended. As to the knowledge of ourmanagement, no person owns beneficially more than five percent of the Company’soutstanding shares of common stock as at December 31, 2008 except as setforth below.

 

27

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| **Name of Beneficial Owner** | ** ** | **Amount and Nature  of  Beneficial Owner** | ** ** | **Percentage of Class  Beneficially Owned** | ** ** |
|---------------------------------------------|------------|------------------------------------------------------------|------------|------------------------------------------------------------|------------|
|                                        |       | 6,220,000                                                  |       | 6.22                                                       | %          |
| Raymond Chou (1)                            |       | Common Stock                                               |       | Common Stock                                               |       |
|                                        |       | 42,200,000                                                 |       | 42.21                                                      | %          |
| Kwan Sin Yee (2)                            |       | Common Stock                                               |       | Common Stock                                               |       |
|                                        |       | 48,420,000                                                 |       | 48.43                                                      | %          |
|                                        |       |                                                       |       |                                                       |       |
|                                        |       | Common Stock                                               |       | Common Stock                                               |       |

 

(1)                  The businessaddress is 16/F, Winsome House, 73 Wyndham Street, Central, Hong Kong.

 

(2)                  The businessaddress is 7/F, Flat B, 110 Soy Street, Kowloon, Hong Kong.

 

On August 23, 2007, pursuant to a Stock Purchase Agreement dated August 23,2007 between Raymond Chou (“Chou”) and Kwan, Sin Yee (“Kwan”), Kwan purchased36,500,000 shares of the common stock of the Company from Chou for a purchaseprice of US$109,500.  The 36,500,000shares represented 36.5% of the total shares of the Company issued andoutstanding on August 23, 2007.  Inaddition to her existing ownership of 5,700,000 shares of the Company’s commonstock, Ms. Kwan now owns 42,200,000 shares, or 42.2% of the total sharesof the Company issued and outstanding on the date of this report.

 

**ITEM 13.****                     ****CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**

 

There were no related partytransactions other than the private financing by loans to us from our principalstockholder, who is also the sole director of the Company, during the last twofiscal years ended December 31, 2008 and 2007. All private loans from theprincipal stockholder to the Company were unsecured, interest free and notsubject to fixed term of repayment.

 

**ITEM 14.****                     ****PRINCIPAL ACCOUNTANT FEESAND SERVICES**

 

(1)                  **Audit Fees.** The aggregate fees billed for each of thelast two fiscal years for professional services rendered by our principalaccountant for the audit of our annual financial statements and review offinancial statements included in our quarterly reports on Form 10-Q orservices that are normally provided by the accountant in connection withstatutory and regulatory filings or engagements for those fiscal years wereUS$30,811 for fiscal 2008 and US$29,986 for fiscal 2007.

 

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(2)      **Audit Related Fees.**The aggregate fees billed in each of the last two fiscal years for assuranceand related services by our principal accountant that are reasonably related tothe performance of the audit or review of our financial statements and are notreported under item (1) above were nil for both fiscal 2008 and 2007.

 

(3)      **Tax Fees.** Theaggregate fees billed in each of the last two fiscal years for professionalservices rendered by our principal accountant for tax compliance, tax advice,and tax planning were nil.

 

(4)      **All Other Fees.**The aggregate fees billed in each of the last two fiscal years for products andservices provided by our principal accountant other than the services reportedin items (1), (2) and (3) above were nil.

 

(5)      We do not currently have a separate audit committee. Rather,our board of directors serves as the audit committee. Our board of directorsapproved all of the services described in items (1), (2), (3) and (4) above.

 

**PART IV**

 

**ITEM 15.       EXHIBITS**

 

(a) The following documents are filed as apart of this report

 

The financial statements as set forth in Item 8 hereof

 
| Exhibit 31.1 | Certification of Chief Executive Officer pursuant to  Rule 13a-14(a)                                      |
|-------------------|----------------------------------------------------------------------------------------------------------------|
| Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)                                       |
| Exhibit 32.1 | Certification of Chief Executive Officer pursuant to  Rule 13a-14(b) and 18 U.S.C. Section 1350 |
| Exhibit 32.2 | Certification of Chief Financial Officer pursuant to  Rule 13a-14(b) and 18 U.S.C. Section 1350 |

 

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**SIGNATURES**

 

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

 

 

**PACIFIC VEGAS GLOBALSTRATEGIES, INC.**

Registrant

 
| Date:  | March 25, 2009

  |                                  | By: | /s/ KWAN SIN YEE |   |
|--------|-----------------------------|---------------------------------------|-----|------------------|--------|
|   |                        | Kwan Sin Yee                          |
|   |                        | President and Chief Executive Officer |

 

 

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

 
| **NAME**         | ** ** | **TITLE**              | ** **                          | **DATE**   |
|------------------|------------|------------------------|-------------------------------------|------------|
| ** **       | ** ** | ** **             | ** **                          | ** ** |
| /s/ KWAN SIN YEE |       |                   | President, Chief Executive Officer, |       | March 25, 2009

  |
| Kwan Sin Yee     |       | Secretary and Director |                                |       |
|             |       |                   |                                |       |
|             |       |                   |                                |       |
| /s/ KWAN SIN YEE |       |                   | Chief Financial Officer             |       | March 25, 2009

  |
| Kwan Sin Yee     |       |                   |                                |       |

 

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