Table of Contents

 

 

 

**United StatesSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-KSB/A**

 

**x****  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended December 31, 2007**

 

**Commissionfile number 0-49701**

 

**PACIFIC VEGAS GLOBALSTRATEGIES, INC.**

(Name of small business issuer in itscharter)

 

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

 

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

(Address ofprincipal executive offices)

 

**(852) 3154-9370**

(Issuer’stelephone number)

 

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

(Title ofclass)

 

Check whether the issuer is notrequired to file reports pursuant to Section 13 or 15(d) of theExchange Act.    YES  o       NO  x

 

Check whether the issuer (1) filed allreports required to be filed by Section 13 or 15(d) of the ExchangeAct during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.YES x       NO  o

 

Check if there is no disclosure of delinquentfilers in response to Item 405 of Regulation S-B contained in this form, and nodisclosure 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. YES    o     NO    x

 

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). YES  x      NO  o

 

State issuer’s revenues for its mostrecent fiscal year: **NIL**.

 

State the aggregate market value ofthe voting and non-voting common equity held by non-affiliates: **US$275,062**.

 

NOTE: The aggregate market value wascomputed by multiplying the number of outstanding shares of the issuer’s commonstock, excluding those shares of record held by officers, directors and greaterthan five percent stockholders, by **US$0.006**,the average bid and asked price of the issuer’s common stock as at January 31,2008, such date being within 60 days prior to the date of filing.

 

State the number of shares outstandingof each of the issuer’s classes of common equity, as of the latest practicabledate: **99,963,615** shares of CommonStock with No Par Value, outstanding as at January 31, 2008.

 

Documents incorporated byreference:   NONE.

 

Transitional Small BusinessDisclosure Format:  YES  o       NO  x

 

 

 

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**PART   I**

 

**ITEM1.     DESCRIPTION OF ORGANIZATION AND BUSINESS**

 

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

 

All statements other than statements ofhistorical fact presented in this annual report regarding our financialposition and operating and strategic initiatives and addressing industrydevelopments are forward-looking statements, where we or our management expressan expectation or belief as to future results. Such expectation or belief isexpressed in good faith and believed to have a reasonable basis, but there canbe no assurance that the statements of such expectation or belief will resultor be achieved or accomplished. Actual results of operations may differmaterially.

 

Our principal executive office islocated at 16/F, Winsome House, 73 Wyndham Street, Central, Hong Kong,telephone (852) 3154-9370.

 

**1.2****         ****THE CORPORATION AND ACQUISITION OF CTGH**

 

Pacific Vegas Global Strategies, Inc.(the “Company” or “PVGS”), formerly known as Goaltimer International, Inc.,was incorporated in Colorado on December 19, 1990. Prior to theacquisition of Cyber Technology Group Holdings Ltd. (“CTGH”) as describedherein, the Company entered into and operated a business of development andsales of time and personal management products. The Company had discontinuedsuch business and become a non-operating public shell since 1994, and remainedas a shell company with its only activities of accruing loan interest on notespayable and looking for a merger candidate.

 

On November 20, 2002, the Companyentered into an agreement for a transaction of share exchange with CTGH for theCompany to acquire CTGH through a plan of share exchange under the laws ofColorado. Pursuant to the share exchange agreement, and subject to itsstockholders’ approval, the Company was to acquire 100% of the issued andoutstanding equity shares of CTGH, in exchange for 60,000,000 new shares ofcommon stock of the Company. This transaction was approved by the stockholdersof the Company at the special meeting of stockholders held on December 12,2002.

 

The closing of the transaction wasscheduled to take place on December 22, 2002 subsequently. The 60,000,000new shares of common stock were therefore issued on December 22, 2002 asscheduled. However, the transaction was delayed and eventually closed on January 8,2003, upon which control of the Company passed to the stockholders of CTGH, andCTGH became a wholly owned subsidiary of the Company.

 

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 CTGH was incorporated in theBritish Virgin Islands in June 2000, operated as an investment holdingcompany, holding 100% of the capital stock of Pacific Vegas Development Ltd. (“PVD”).

 

PVD was incorporated in Samoa in April 2000,operated as an IT company, engaged in a business of system development andtechnical supporting services for e-business, especially e-gaming relatedbusiness, whilst holding 100% of the equity shares of Pacific VegasInternational Ltd. (“PVI”).

 

PVI was incorporated in theCommonwealth of Dominica in April 2000, established and operated as aninternational gaming company, conducting an offshore business of internationalsportsbook by way of telecommunications and the Internet, under anInternational Gaming License granted by the government of the Commonwealth ofDominica.

 

As the Company was a non-operatingpublic shell before its acquisition of CTGH, the nature of this acquisition wasdefined and treated as a capital transaction or recapitalization in substance,rather than a business combination. The acquisition did not result in anypurchase accounting adjustments or creation of goodwill.

 

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

 

Upon completion of the reorganizationwith CTGH in January 2003, CTGH became the operating entity of the Companyto conduct business operations. The Company adopted CTGH’s business ofinternational sportsbook as its principal business and operated such business,through CTGH and its subsidiaries, from the Commonwealth of Dominica by way oftelecommunications and the Internet, under an International Gaming Licensegranted by the government of the Commonwealth of Dominica, until December 6,2004, when the Board of Directors of the Company resolved to cease theoperations of such business due to the significant financial losses resultedfrom such business.

 

Revenue from operations of thesportsbook business was the only revenue source for the Company in the lastfive fiscal years. The Company recorded a total revenue of US$1.70 million forthe fiscal year 2003, and a total revenue of US$0.03 million for the fiscalyear 2004. No revenue was recorded for the fiscal years 2005 through 2007 sincethe operations of the sportsbook business were ceased and then discontinued.

 

The operations of the sportsbookbusiness resulted in significant financial losses for the Company, particularlyfor the fiscal year 2004. The Company incurred a net loss of US$0.39 millionfor the fiscal year 2003, and a net loss of US$2.35 million for the fiscal year2004.

 

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Our annual report on Form 10-KSBfor the fiscal year ended December 31, 2004 presented a detailed analysisof the factors that caused the adverse results of our operations of thesportsbook business.

 

There was no business other than theaforementioned sportsbook business operated by the Company since 2003.

 

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

 

In light of the significant financiallosses resulted from the sportsbook business and the factors that caused suchadverse results of operations, effective as of December 6, 2004, the Boardof Directors of the Company resolved to cease the operations of the sportsbookbusiness, as an immediate remedial action to prevent further losses.

 

Having reviewed the financial positionand re-evaluated the business structure of the Company, the Board of Directorsfurther decided to terminate the sportsbook business and dispose of CTGH. On July 8,2005, the Company entered into a Stock Purchase Agreement (the “Agreement”)with an independent third party (the “Buyer”), pursuant to which, and subjectto its stockholders’ approval, the Company was to sell its entire 100% equityinterest in CTGH through disposition of all equity shares of CTGH for aconsideration of US$125,000 in cash together with a non-cash settlement thatthe Buyer was to assume and pay all liabilities of CTGH as shown in theconsolidated balance sheet of CTGH as at June 30, 2005 and to cancel andrelease the Company from its liabilities due to CTGH in the amount ofUS$549,288 or such other amount not exceeding US$549,288 as may be amendedat the closing of the transaction. This Agreement was approved by ourstockholders at the special meeting of stockholders held on October 14,2005, and the transaction was subsequently executed and closed on November 18,2005.

 

Details of thistransaction were disclosed in the Company’s earlier reports on Form 8-K, Form 10-QSBand definitive proxy statement on Schedule 14A filed with the SEC dated July 11,August 15, August 26, and November 18, 2005, respectively.

 

In accordance with SFAS 144 “Accountingfor the Impairment or Disposal of Long-Lived Assets”, the Company reported CTGHas a discontinued operation in 2005, and the audited financial results for thefiscal year 2004 had been restated and presented in the consolidated financialstatements on the same basis accordingly.

 

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

 

The Company has been in an inactive ornon-operating status since December 6, 2004, and currently remains as ashell company with its only activities of accruing non-operating expenses.

 

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

 

Effective from March 2007, theCompany had 1 full time employee, with no compensation, in the capacities aschief executive officer and chief financial officer. Prior to March 2007,the Company had 2 employees, both full time, with no compensation, in thecapacities as chief executive officer and chief financial officer,respectively.

 

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

 

**1.7.1****      ****Compliance with Environmental Laws**

 

Compliance with federal, state andlocal provisions which have been enacted regarding the discharge of materialsinto the environment or otherwise relating to the protection of the environmenthas not had, and is not expected to have, any adverse effect upon operations,capital expenditures, earnings or competitive position of the Company. TheCompany is not presently a party to any litigation or administrativeproceedings, whether federal, state or local, with respect to its compliancewith such environmental standards. The Company does not anticipate beingrequired to expend any significant capital funds in the near future forenvironmental protection in connection with its operations.

 

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

 

There was no expense incurred by theCompany on any research and development activities in the last three fiscalyears.

 

As at December 31, 2007, therewere no patents, trademarks, licenses, franchises, concessions, and/or royaltyagreements owned or possessed by the Company.

 

**1.7.3****      ****Reports and Availability of Information**

 

The Company files its annual reports,quarterly reports, current reports, proxy statements, and other reportsrequired to be filed with the SEC under the Securities Exchange Act of 1934, asamended.

 

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The Company is not required to deliver anannual report to our stockholders. Our stockholders and the publicmay obtain any reports and other information materials that the Companyfiled with the SEC by visiting the SEC’s website at http://www.sec.gov or SEC’sPublic Reference Room at 100 F Street, N.E, Washington, D.C. 20549, or bycalling the SEC at 1-800-SEC-0330.

 

**ITEM2.         DESCRIPTION OF PROPERTY**

 

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

 

Currently the Company maintains itsprincipal office in Hong Kong, which has been provided by our principalstockholder, with no rental charges to the Company. However, the principalstockholder retains her right to discontinue this arrangement at her owndiscretion, and there can be no assurance that this arrangement by theprincipal stockholder will not be discontinued at any time.

 

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

 

The Company does not invest in, andhas not adopted any policy with respect to investments in, real estate orinterests in real estate, real estate mortgages or securities of or interestsin persons primarily engaged in real estate activities. It is not the Company’spolicy to acquire assets primarily for possible capital gain or primarily forincome.

 

**ITEM3.         LEGAL PROCEEDINGS**

 

No material legal proceedings to whichthe Company is a party or to which any of its property is the subject arepending and, to our knowledge, no such proceedings are contemplated.

 

The Company is not presently a partyto any litigation or administrative proceedings with respect to our 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 and, to our knowledge, no such proceedings arecontemplated.

 

There has been no material legalproceeding to which any of our officers, directors or stockholders of greaterthan five percent of our outstanding common shares is a party adverse to theCompany or has a material interest adverse to the Company.

 

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No material proceedings or legalactions are pending or contemplated nor judgments entered against any of ourofficers, directors or stockholders of greater than five percent of ouroutstanding common shares concerning any matter involving our business.

 

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

 

No matters were submitted during thefourth quarter of the fiscal year covered by this report to a vote of securityholders through the solicitation of proxies or otherwise.

 

**PART   II**

 

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

 

**5.1****         ****OUTSTANDING SHARES AND STOCKHOLDERS**

 

As at December 31, 2007, therewere 99,963,615 shares of PVGS common stock with no par value issued andoutstanding, and there were approximately 1,153 holders of record and beneficialholders of our common stock.

 

**5.2****         ****MARKET FOR OUR COMMON STOCK**

 

Our common stock was traded publiclyon the OTC Bulletin Board under the symbol “PVEG.OB” from January 8, 2003until September 26, 2003, at which time it was moved from the OTC BulletinBoard to the Pink Sheets for failure to comply with certain reportingrequirements (NASD Rule 6530). Our common stock has been since then tradedon the Pink Sheets under the symbol “PVEG.PK”.

 

The nature of the market for commonstocks trading on the Pink Sheets is generally limited, sporadic and highlyvolatile, and the absence of an active market may have an effect upon thehigh and low prices as reported. The following information sets forth the highand low last sale prices per share of our common stock for the periodsindicated as reported by the OTC Bulletin Board or the Pink Sheets:

 
| **QUARTER ENDED**  | ** ** | **HIGH** | ** ** | **LOW** | ** ** |
|-------------------------|------------|----------|------------|---------|------------|
|                    |       |     |       |    |       |
| 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 |   |
|                    |       |     |       |    |       |   |   |
| March 31, 2006     |       | US$      | 0.013      |    | US$        | 0.013 |   |
| June 30, 2006      |       | US$      | 0.012      |    | US$        | 0.012 |   |
| September 30, 2006 |       | US$      | 0.010      |    | US$        | 0.008 |   |
| December 31, 2006  |       | US$      | 0.004      |    | US$        | 0.004 |   |

 

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The quotations listed in this tablereflect inter-dealer prices, without retail mark-ups, mark-downs, orcommissions, and may not necessarily represent actual transactions.

 

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

 

The Company has not declared or paidany dividends since its reorganization with CTGH in January 2003.

 

The Company did notsell any equity securities that were not registered under the Securities Act of1933, as amended, and did not repurchase any of our equity securities, in thelast three fiscal years.

 

There were no previously authorizedequity compensation plans carried forward upon the Company’s reorganization in January 2003,and there have been no equity compensation plans adopted and no equitysecurities issued for any equity compensation plans since the Company’sreorganization in January 2003. As at December 31, 2007, there wereno outstanding equity compensation plans, options or warrants to be exercised andno equity securities to be issued for such purposes.

 

**ITEM6.         MANAGEMENT’S****DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

 

Our presentation in this Management’sDiscussion and Analysis or Plan of Operation contains a number offorward-looking statements within the meaning of Section 27 A of theSecurities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. These forward-looking statements are based onmanagement’s current projections or expectations with regard to the futureoperations of business. Such projections or expectations are expressed in goodfaith and believed to have a reasonable basis, but there can be no assurancethat such projections or expectations will prove to be correct or accurate, andas a result of certain risks and uncertainties, actual results of operationsmay differ materially.

 

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**6.1****         ****CRITICAL ACCOUNTING POLICIES AND ESTIMATES**

 

 The preparation of our financialstatements in conformity with accounting principles generally accepted in theUnited States requires our management to make estimates and assumptions thataffect the amounts reported in our financial statements and accompanying notes.Actual results could differ materially from those estimates.  Our audited financial statements and thenotes thereto contain more details of critical accounting policies and otherdisclosures required by generally accepted accounting principles.

 

**6.2****         ****RESULTS OF OPERATIONS**

 

**6.2.1       Revenue and Expenses**

 

As described in Item 1 hereof, theCompany has remained in an inactive or non-operating status since December 6,2004. There was no active business operated and no revenue earned by theCompany for the fiscal years ended December 31, 2007 and 2006.

 

Total expenses for the fiscal yearended December 31, 2007 were US$50,280 against US$79,720 a year before.Expenses were for professional fees and miscellaneous administrative expensesin the two fiscal years.

 

**6.2.2****      ****Net Loss**

 

Net Loss for the fiscal year ended December 31,2007 was US$50,280 against a net loss of US$79,720 a year before.

 

**6.2.3****      ****Liquidity and Capital Resources**

 

As at December 31, 2007, thebalance of cash and cash equivalents for the Company was nil. The Company hascurrently retained no sources of liquidity other than the private financing bycash in-flow from the principal stockholder, which is unsecured and could bediscontinued at any time.

 

**6.3****         ****OFF-BALANCE SHEET ARRANGEMENTS**

 

There were no off-balance sheetarrangements as defined in Item 303(c) of Regulation S-B, as at the end ofthe fiscal year 2007 and any interim period in the current fiscal year.

 

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**6.4****         ****PLAN OF OPERATION**

 

All statements presented in thissection 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 an inactive ornon-operating status since December 6, 2004, and currently remains as ashell company with its only activities of accruing minimal non-operatingexpenses. It is expected that the Company will remain in such status until are-organization with a selected entity takes place.

 

As a part of our plan, we expect ournext move to be a re-organization with a selected entity, for the Company toacquire sufficient capital funds and engage into a selected business. However,there can be no assurance as to when or whether the Company will be able toaccomplish this plan.

 

**6.5****         ****ADDITIONAL CAUTIONARY STATEMENTS AND RISK FACTORS**

 

**6.5.1****      ****Going Concern**

 

The financial statements presented in thisannual report have been prepared in conformity with generally acceptedaccounting principles, which contemplate continuation of the Company as a goingconcern. However, substantial doubt has been raised with regard to the abilityof the Company to continue as a going concern, in light of the fact that as at December 31,2007, the Company retained its total assets as minimal as US$10,875, andparticularly, in this minimal amount of assets the Company retained no cash orcash equivalents to support its needs of cash payments for any current expenseswhich may be required for its continuation as a going concern.

 

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 

 

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be able to restructure its business andrestart on a revenue-generating operation and/or raise additional capital fundsto support its continuation. However, it is uncertain as for how long or towhat extent such a period of time would be “reasonable”, and there can be noassurance that the financing from the principal stockholder will not bediscontinued.

 

Other than the private financing by cashin-flow from the principal stockholder, which is unsecured and could bediscontinued at any time, the Company has currently preserved no sources ofliquidity to support its continuation as a going concern.

 

These uncertainties may result inadverse effects on continuation of the Company as a going concern. Theaccompanying financial statements do not include or reflect any adjustmentsthat might result from the outcome of these uncertainties.

 

**6.5.2****      ****Limited Market**

 

The market for our stock is limited. Ourcommon stock is currently traded on the Pink Sheets under the symbol “PVEG.PK”.On January 31, 2008, the last reported sale price of our common stock onthe Pink Sheets was US$0.006 per share. However, we consider our common stockto be “thinly traded” and any last reported sale prices may not be a truemarket-based valuation of the common stock.

 

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

 

As long as the price of our common stockremains below US$5.00 per share or we have net tangible assets of US$2,000,000or less, our common shares are likely to be subject to certain “penny stock” rules promulgatedby the SEC. Those rules impose certain sales practice requirements onbrokers who sell penny stocks to persons other than established customers andaccredited investors (generally, institutions with assets in excess ofUS$5,000,000 or individuals with a net worth in excess of US$1,000,000). For transactionscovered by the penny stock rules, the broker must make a special suitabilitydetermination for the purchaser and receive the purchaser’s written consent tothe transaction prior to the sale. Furthermore, the penny stock rules generallyrequire, among other things, that brokers engaged in secondary trading of pennystocks provide customers with written disclosure documents, monthly statements of themarket value of penny stocks, disclosure of the bid and asked prices anddisclosure of the compensation to the brokerage firm and disclosure of thesales person working for the brokerage firm. These rules and regulationsadversely affect the ability of brokers to sell our common shares and limit theliquidity of our securities.

 

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**ITEM7.         FINANCIAL STATEMENTS**

 

**Table of Contents**

 
| Report  of Independent Registered Accounting Firm |
|---------------------------------------------------|
|                                              |
| Financial Statements:                             |
|                                              |
| Statements  of Operations                         |
|                                              |
| Balance  Sheets                                   |
|                                              |
| Statements  of Cash Flows                         |
|                                              |
| Statement of Changes in Stockholders’ Equity |
|                                              |
| Notes to Financial Statements                     |

 

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**Report of Independent Registered AccountingFirm**

 

To the Stockholders and Board of Directors

**Pacific Vegas Global Strategies, Inc.**

*(incorporated in Colorado with limited liability)*

 

We have audited theaccompanying balance sheets of Pacific Vegas Global Strategies, Inc. as ofDecember 31, 2007 and 2006, and the related statements of operations,changes in stockholders’ equity and cash flows for the years then ended.  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 ouraudits in accordance with the standards of the Public Company AccountingOversight Board (United States).  Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Company is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our auditsincluded consideration of internal control over financial reporting as a basisfor designing auditing procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express nosuch opinion. Our audit also included examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessingthe accounting principles used and significant estimates made by management andevaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Pacific Vegas Global Strategies, Inc.as of December 31, 2007 and 2006, and the results of its operations andits cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

 

The accompanyingfinancial statements have been prepared assuming the Company will continue as agoing concern. As discussed in note 2(b) to the financial statements, theCompany has suffered recurring losses from operations and has a net capitaldeficit that raise substantial doubt about its ability to continue as a goingconcern. Management’s plans in regards to these matters are also described innote 2(b). The financial statements do not include any adjustments that mightresult from the outcome of this uncertainty.

 

MAZARS CPA LIMITED

Certified Public Accountants

Hong Kong

March 12, 2008

 

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**Pacific Vegas Global Strategies, Inc.**

 

**Statements of Operations**

 
| ** **                                           | ** ** | ** ** | ** ** | **Year ended December 31,** | ** **   |
|------------------------------------------------------|------------|------------|------------|--------------------------------------------|--------------|
| ** **                                           | ** ** | **Note**   | ** ** | **2007**                                   | ** **   | **2006** | ** ** |
| ** **                                           | ** ** | ** ** | ** ** | **US$**                                    | *** *** | **US$** | ** ** |
| **Revenue**                                          | * *   | * *   | ** ** | **—**                                 | ** **   | — |   |
| ** **                                           | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| ** **                                           | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| **Expenses**                                         | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| General  and administrative expenses                 | * *   | * *   | ** ** | **(50,280**                                | **)**        | (79,720 | ) |
|                                                 | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| **Loss before income tax**                           | * *   | * *   | ** ** | **(50,280**                                | **)**        | (79,720 | ) |
|                                                 | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| Income  tax expense                                  | * *   | *3*        | ** ** | **—**                                 | ** **   | — |   |
|                                                 | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| **Net loss**                                         | * *   | * *   | ** ** | **(50,280**                                | **)**        | (79,720 | ) |
|                                                 | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| Loss  per share of common stock:                     | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| Basic                                                | * *   | *4*        | ** ** | **(0.00**                                  | **)**        | (0.00 | ) |
|                                                 | * *   | * *   | ** ** | ** **                                 | ** **   |   |   |
| Weighted  average number of common stock outstanding | * *   | * *   | ** ** | **99,963,615**                             | ** **   | 99,963,615 |   |

 

*The accompanying notes are an integral partof these consolidated financial statements.*

 

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**Pacific Vegas Global Strategies, Inc.**

 

**Balance Sheets**

 
| ** **                                                                               | ** **   | **As of December 31,** | ** ** |
|------------------------------------------------------------------------------------------|--------------|---------------------------------------|------------|
| ** **                                                                               | ** **   | **Note**                              | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                                                                               | ** **   | ** **                            | ** ** | **US$** | ** ** | **US$** | ** ** |
| **Assets**                                                                               | *** *** | *** ***                          | ** ** | ** ** | ** ** |   |   |
| **Current assets**                                                                       | *** *** | *** ***                          | ** ** | ** ** | ** ** |   |   |
| Deposits  and prepayments                                                                | * *     | * *                              | ** ** | **10,875** | ** ** | 10,445 |   |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Total current assets**                                                                 | * *     | * *                              | ** ** | **10,875** | ** ** | 10,445 |   |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Total assets**                                                                         | * *     | * *                              | ** ** | **10,875** | ** ** | 10,445 |   |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Liabilities and stockholders’ equity**                                            | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Current liabilities**                                                                  | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| Due  to a stockholder                                                                    | * *     | *5*                                   | ** ** | **88,450** | ** ** | 38,095 |   |
| Accrued  expenses                                                                        | * *     | * *                              | ** ** | **19,100** | ** ** | 18,745 |   |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Total liabilities**                                                                    | * *     | * *                              | ** ** | **107,550** | ** ** | 56,840 |   |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Stockholders’ (deficit) equity**                                                  | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| Common  stock,                                                                           | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| Authorized:                                                                              | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| No  par value, 500,000,000 shares of common stock as of December 31, 2007  and 2006 | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| Issued  and outstanding:                                                                 | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| No  par value, 99,963,615 shares of common stock as of December 31, 2007 and  2006  | * *     | * *                              | ** ** | **—** | ** ** | — |   |
| Additional  paid-in capital                                                              | * *     | * *                              | ** ** | **2,500,000** | ** ** | 2,500,000 |   |
| Accumulated  losses                                                                      | * *     | * *                              | ** ** | **(2,596,675** | **)** | (2,546,395 | ) |
|                                                                                     | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Total stockholders’ deficit**                                                     | * *     | * *                              | ** ** | **(96,675** | **)** | (46,395 | ) |
| ** **                                                                               | * *     | * *                              | ** ** | ** ** | ** ** |   |   |
| **Total liabilities and stockholders’ deficit**                                     | * *     | * *                              | ** ** | **10,875** | ** ** | 10,445 |   |

 

*The accompanying notes are an integral partof these consolidated financial statements.*

 

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**Pacific Vegas Global Strategies, Inc.**

 

**Statements of Cash Flows**

 
| ** **                                                                  | ** ** | **Year ended December 31,** | ** ** |
|-----------------------------------------------------------------------------|------------|--------------------------------------------|------------|
| ** **                                                                  | ** ** | **2007**                                   | ** ** | **2006** | ** ** |
| ** **                                                                  | ** ** | **US$**                                    | ** ** | **US$** | ** ** |
| **Cash flows used in operating activities**                                 |       |                                       |       |   |   |
| Net  loss                                                                   | ** ** | **(50,280**                                | **)**      | (79,720 | ) |
| Adjustment  to reconcile net loss to net cash used in operating activities: |       |                                       |       |   |   |
| Other  current asset                                                        | ** ** | **(430**                                   | **)**      | 60,103 |   |
| Due  to a stockholder                                                       | ** ** | **50,355**                                 |       | 38,095 |   |
| Accrued  expenses                                                           | ** ** | **355**                                    |       | (18,478 | ) |
|                                                                        |       |                                       |       |   |   |
| **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 partof these consolidated financial statements.*

 

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**Pacific Vegas Global Strategies, Inc.**

 

**Statement of Changes in Stockholders’ Equity**

 
| ** **                       | ** ** | **Common stock**      | ** ** | **Additional** | ** ** | ** **           | ** ** | ** **              | ** ** |
|----------------------------------|------------|----------------------------|------------|----------------|------------|----------------------|------------|-------------------------|------------|
| ** **                       | ** ** | **Number of  shares** | ** ** | **Amount**     | ** ** | **paid-in  capital** | ** ** | **Accumulated  losses** | ** ** | **Total** | ** ** |
| ** **                       | ** ** | ** **                 | ** ** | **US$**        | ** ** | **US$**              | ** ** | **US$**                 | ** ** | **US$** | ** ** |
| As  of January 1, 2006      |       | 99,963,615                 |       | —         |       | 2,500,000            |       | (2,466,675              | )          | 33,325 |   |
|                             |       |                       |       |           |       |                 |       |                    |       |   |   |
| Total  comprehensive income:     |       |                       |       |           |       |                 |       |                    |       |   |   |
| Net  loss for the year           |       | —                     |       | —         |       | —               |       | (79,720                 | )          | (79,720 | ) |
|                             |       |                       |       |           |       |                 |       |                    |       |   |   |
| As  of December 31, 2006    |       | 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** | **)** |

 

*The accompanying notes are an integral partof these consolidated financial statements.*

 

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**PACIFIC VEGAS GLOBAL STRATEGIES, INC.**

 

**NOTESTO FINANCIAL STATEMENTS**

 

**1.****                     ****ORGANIZATION AND PRINCIPAL ACTIVITIES**

 

Pacific Vegas Global Strategies, Inc. (“PVGS”), formerly known asGoaltimer International, Inc., was incorporated in Colorado on December 19,1990.

 

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

 

**2.****                     ****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

(a)                  Basis of accounting

 

The financial statements are presented in United States dollars and havebeen prepared in accordance with accounting principles generally accepted inthe United States of America.

 

(b)                 Preparation of financial statements

 

The Company had a negative working capital and a stockholders’ deficitof US$96,675 and US$96,675 respectively as of December 31, 2007. 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 the Companyhad 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.

 

The principal stockholder, who is also the sole director of the Company,has undertaken 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 isuncertain as for how long or to what extent such period of time would be “reasonable”to the discretion of the principal stockholder, and there can be no assurancethat the financing from the principal stockholder will not be discontinued atany time.

 

These uncertainties may result in adverse effects on continuation of theCompany as a going concern. The accompanying financial statements do notreflect any adjustments

 

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**2.****                     ****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

 

that might result from the outcome of these uncertainties.

 

(c)                  Income taxes

 

The Company accounts for income tax under the provisions of SFAS No. 109,which requires recognition 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 be related if one party has the ability tocontrol the other party or exercise significant influence over the other partyin making financial and operating decisions.

 

(e)                  Foreign currency translation

 

Foreign currency transactions during the year are translated into USdollars at approximately the market exchange rates existing at the transactiondates.  Monetary assets and liabilitiesdenominated in 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 the financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect certainreported amounts and disclosures. Accordingly, actual amounts could differ fromthose estimates.

 

(g)                 Fair value of financial statements

 

The estimated fair values for financial instruments under SFAS No. 107,“Disclosures about Fair Value of Financial Instruments”, are determined atdiscrete points in time based on relevant market information.  These estimates involve uncertainties andcannot be determined with precision.  Theestimated fair values of the Company’s financial instruments, which includecash and other payables, approximate their carrying values in the consolidatedfinancial statements because of the short-term maturity of those instruments.

 

(h)                 Recently issued accounting standards

 

There are no new accounting pronouncements for which adoption isexpected to have a material effect on the Company’s financial statements.

 

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**2. ****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

 

(k)                  New accounting pronouncements

 

                                                In September 2006, the FASB issued Statement of FinancialAccounting Standards (“SFAS”) No. 157, “*FairValue Measurements”*(SFAS 157), which defines fair value,establishes a framework for measuring fair value in generally acceptedaccounting principles, and expands disclosures about fair value measurements.SFAS 157 applies under other existing accounting pronouncements thatrequire or permit fair value measurements, the FASB having previously concludedin those accounting pronouncements that fair value is the relevant measurementattribute. Accordingly, SFAS 157 does not require any new fair valuemeasurements. However, the application of this statement may change the currentpractice for fair value measurements. SFAS 157 is effective for financialstatements issued for fiscal years beginning after November 15, 2007, andinterim periods within those fiscal years. The Company does not expect theadoption of SFAS 157 will have a material impact on its financialstatements.

 

In February 2007, the FASB issued SFAS No. 159, “The FairValue Option for Financial Assets and Financial Liabilities” (SFAS 159)which permits entities to choose to measure financial instruments and certainother items at fair value that are not currently required to be measured atfair value. SFAS 159 will be effective for the Company on January 1,2008. The Company does not expect the adoption of SFAS 159 will have a materialimpact on its financial statements.

 

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

 

PVGS is subject to income taxes on an entity basis on income arising inor derived from the tax jurisdictions in which the entity is domiciled.Effective from January 1, 2007, the Company has adopted the FASB StaffPosition on Interpretation 48, “Accounting for uncertainty in Income Taxes”.However, there is no significant impact on the Company’s financial statements.

 

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

 

Basic loss per common share is calculated based on theweighted average number of common stock outstanding during each period.

 

The Company had no potential common stockinstruments with a dilutive effect for any period presented and therefore basicand diluted earnings per share are the same.

 

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

 

The amount due is unsecured, interest-free,and repayable on demand. During the year, the former stockholder has assignedthe whole amount due to him to the existing stockholder and all the termsremained unchanged.

 

**6.****                     ****COMMITMENTS AND CONTINGENCIES**

 

As of December 31, 2007, the Company hadno material outstanding commitment and contingencies.

 

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

 

Following the reorganization of MooresRowland Mazars (the “**Former Auditors**”)on June 1, 2007, in which certain of its partners have joined Mazars CPALimited and the Former Auditors changed its name to Moores Rowland, the FormerAuditors resigned as the independent auditors of the Company, effective June 29,2007.  Moores Rowland had been theCompany’s auditors since June 23, 2003. The Company’s Board of Directors (the **“Board**”)approved the resignation of the Former Auditors on June 29, 2007.

 

The Former Auditors’ audit report on theCompany’s consolidated financial statements for each of the past two fiscalyears did not contain an adverse opinion or disclaimer of opinion, and was notqualified or modified as to uncertainty, audit scope or accounting principles,except that the Former Auditors’ report on the Company’s financial statementsfor the fiscal year ended December 31, 2006 included an explanatoryparagraph describing the uncertainty as to the Company’s ability to continue asa going concern.

 

During the Company’s two most recent fiscalyears and through the subsequent interim period on or prior to June 29,2007, (a) there were no disagreements between the Company and the FormerAuditors on any matter of accounting principles or practices, financialstatement disclosure, or auditing scope or procedure, which disagreements, ifnot resolved to the satisfaction of the Former Auditors, would have caused theFormer Auditors to make reference to the subject matter of the disagreement inconnection with its report; and (b) no reportable events as set forth inItem 304(a)(1)(iv)(A) through (E) of Regulation S-B have occurred.

 

As key members of the Former Auditorsservicing the Company previously have been with Mazars CPA Limited, the Boardappointed Mazars CPA Limited as the Company’s new independent auditors (the “**New Auditors**”), effective from June 29,2007.

 

During theCompany’s two most recent fiscal years and subsequent interim period on orprior to June 29, 2007, the Company had not consulted with the NewAuditors regarding the application of accounting principles to a specifiedtransaction, either completed or proposed, or any of the matters or events setforth in Item 304(a)(2) of Regulation S-B.

 

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**ITEM 8A(T). CONTROLS AND PROCEDURES**

 

**(a)  Disclosure Controls and Procedures.**

 

As of the end of the period covered by this report, our management, withthe participation of our chief executive officer and chief financial officer,has performed an evaluation of the effectiveness of our disclosure controls andprocedures within the meaning of Rules 13a-15(e) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”).

 

Based upon that evaluation, our management has concluded that, as of December 31,2007, our disclosure controls and procedures were effective.

 

**(b)  Management’s annual report on internalcontrol over financial reporting.**

 

Our managementis responsible for establishing and maintaining adequate internal control overfinancial reporting, as defined in Rules 13a-15(f) under the ExchangeAct.  Our management evaluated theeffectiveness of our internal control over financial reporting based oncriteria established in the framework *inInternal Control-Integrated Framework* issued by the Committee ofSponsoring Organizations of the Treadway Commission.  Based on this evaluation, our management hasconcluded that our internal control over financial reporting was effective asof December 31, 2007.

 

Because of itsinherent limitations, internal control over financial reporting may not preventor detect misstatements.  In addition,projections of any evaluation of effectiveness of our internal control overfinancial reporting to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies and procedures may deteriorate.

 

** (c) Attestationreport of the registered public accounting firm.**

 

This annual report does not include an attestation report of the Company’sindependent registered public accounting firm regarding internal control overfinancial reporting.  Management’s reportwas not subject to attestation by the Company’s independent registered publicaccounting firm pursuant to temporary rules of the Securities and ExchangeCommission that permit the Company to provide only management’s report in thisannual report.

 

**(d) Changes in internal control over financialreporting.**

 

There were no changes in our internal controls over financial reportingidentified in connection with the evaluation that occurred during our fourthfiscal quarter that have materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting.

 

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**ITEM8B.****                                           ****OTHERINFORMATION**

 

None

 

**PART III**

 

**9.1****                   ****DIRECTORS AND EXECUTIVE OFFICERS**

 

Information of ourdirectors and executive officers during the year and as of December 31,2007 is set forth as follows:

 
| **Name**     | ** ** | **Age**    | ** ** | **Office (1)**                                                | ** ** | **Term Expires ((2)** |
|--------------|------------|------------|------------|--------------------------------------------------------------------|------------|---------------------------------|
| ** **   | ** ** | ** ** | ** ** | ** **                                                         | ** ** | ** **                      |
| Kwan Sin Yee |       | 55         |       | Director, Chief Executive Officer and Chief  Financial Officer (3) |       |                            |
|         |       |       |       |                                                               |       |                            |
| Raymond Chou |       | 47         |       | Director and Secretary, President and Chief  Executive Officer (4) |       |                            |
|         |       |       |       |                                                               |       |                            |
| Richard Wang |       | 54         |       | Executive Vice President and Chief  Financial Officer (5)          |       |                            |

 

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

 

(2)                                 The term ofoffice of each officer is at the discretion of the board of directors.

 

(3)                                 Appointed toserve as Director, Chief Executive Officer and Chief Financial Officer effectivefrom August 23, 2007.

 

(4)                                  Resigned asDirector and Secretary, President and Chief Executive Officer and Chief FinancialOfficer effective from August 23, 2007.

 

Appointed as Chief Financial Officereffective from March 15, 2007.

 

(5)                                   Resigned asExecutive Vice President and Chief Financial Officer effective March 15,2007.

 

**Kwan Sin Yee**, Director,Chief Executive Officer and Chief Financial Officer of the Company, was thesecond largest major shareholder prior to acquiring 36,500,000 shares fromRaymond Chou. During the past five years, Ms. Kwanhas not been involved in or associated with any business nor the management ofany company.  Ms. Kwan does not haveany family relationships with any other directors, executive officers, orpersons nominated or chosen to become directors or executive officers of theCompany.  Further, Ms. Kwan was nota party to any transaction with the Company during the last two years, nor isshe a party to any proposed transaction with the Company, in which she had oris to have a direct or indirect material interest.  Ms. Kwan does not have any employmentagreement with the Company.

 

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**Raymond Chou**, Directorand Secretary, President and Chief Executive Officer. Mr. Chou holds a bachelordegree in business administration from the University of Macau. Mr. Chouhas been in his current positions since January 2003. He also served asthe managing director for the period of June 2000 through November 2005for CTGH, which was a wholly owned subsidiary of the Company for the period of January 2003through November 2005. Mr. Chou was in the position as the managingdirector of Shanghai HYD Industries Ltd. for the period of May 1999through January 2003.

 

**Richard Wang**, ExecutiveVice President and Chief Financial Officer. Mr. Wang holds a master degreein economics from Fudan University. Mr. Wang has been in his currentpositions since January 2003. He also served as a director for the periodof June 2000 through November 2005 for CTGH, which was a wholly ownedsubsidiary of the Company for the period of January 2003 through November 2005.Mr. Wang was in the position as the general manager for Shanghai HYDIndustries Ltd. for the period of June 1996 through June 2000.

 

Prior to the appointment of Ms KwanSin Yee in August 23, 2007, Mr. Raymond Chou and Mr. RichardWang were the only two executive officers and the only two employees of theCompany since January 1, 2005.

 

Other than the appointment of Ms KwanSin Yee as director, Chief Executive Officer and Chief Financial Officer in August 23,2007, there was no other person nominated or chosen to any positions asdirectors or executive officers for the Company during the period covered bythis report.

 

None of our existing directors and/orexecutive officers holds any positions as director or officer in any otherreporting companies.

 

None of our existing directors and/orexecutive officers has been involved in any legal proceedings or such events asrequired to be disclosed under Item 4.01(d) of Regulation S-B.

 

There has been no material change to theprocedures by which our stockholders may recommend nominees to our boardof directors since our last disclosure in response to the requirements of Item7(d)(2)(ii)(G) of Schedule 14A and Item 4.01(g) of RegulationS-B.

 

**9.2****         ****COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT**

 

Based solely upon a review of Forms 3 and 4and amendments thereto furnished to us pursuant to 17 CFR 240.16a-3(e) duringour most recent fiscal year and Form 5 and amendments thereto furnished 

 

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to us with respect to our most recent fiscalyear, 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.

 

** 9.3****                           ****AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT**

 

Currently the Company does not have aseparately-designated standing audit committee established in accordance withsection 3(a)(58)(A) of the Exchange Act, or an equivalent committeeperforming similar functions. Our entire board of directors is acting as theaudit committee for the Company as specified in section 3(a)(58)(B) ofthe Exchange Act.

 

Currently the Company does not have at leastone audit committee financial expert serving on our audit committee or ourboard of directors which is acting as the audit committee, due to the statusthat the Company has remained as a non-operating public shell since December 2004.

 

**9.4****         ****CODE OF ETHICS**

 

The Company has adopted a code of ethics thatapplies to all of our employees, including our chief executive officer andchief financial officer, and has filed a copy of such code of ethics with theSEC as Exhibit 14.1 to our annual reports on Form 10-KSB for thefiscal years ended December 31, 2003 and 2004, respectively, pursuant toItem 4.06 of Regulation S-B. However, since the Company is no longer engaged inor related to the business of sportsbook, certain sections thereof specificallyrelated to the business of sportsbook are to be amended accordingly.

 

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

 

**10.1****                      ****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.

 

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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, 2007 and 2006. 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.

 
| **Name and  Principal Position**                    | ** **   | **Fiscal Year** | ** **   | **Basic  Salary** | ** **   | **Bonus**    | ** **   | **Options  Granted** | ** **   | **Other  Compensation  (1)** | ** **   |
|---------------------------------------------------------------|--------------|----------------------|--------------|-------------------|--------------|--------------|--------------|----------------------|--------------|------------------------------|--------------|
| ** **                                                    | ** **   | ** **           | ** **   | **US$**           | ** **   | **US$**      | ** **   | **US$**              | ** **   | **US$**                      | ** **   |
| Kwan Sin Yee                                                  | *** *** | 2007                 | *** *** | ***—***      | *** *** | ***—*** | *** *** | ***—***         | *** *** | ***—***                 | *** *** |
| (Chief Executive  Officer & Chief Financial Officer) | *** *** |                 | *** *** | *** ***      | *** *** | *** *** | *** *** | *** ***         | *** *** | *** ***                 | *** *** |
|                                                          | *** *** |                 | *** *** | *** ***      | *** *** | *** *** | *** *** | *** ***         | *** *** | *** ***                 | *** *** |
| Raymond Chou                                                  | *** *** | 2007                 | *** *** | ***—***      | *** *** | ***—*** | *** *** | ***—***         | *** *** | ***—***                 | *** *** |
|                                                          | *** *** |                 | *** *** | *** ***      | *** *** | *** *** | *** *** | *** ***         | *** *** | *** ***                 | *** *** |
| (Chief Executive Officer)                                     | *** *** | 2006                 | *** *** | ***—***      | *** *** | ***—*** | *** *** | ***—***         | *** *** | ***—***                 | *** *** |
|                                                          | *** *** |                 | *** *** | *** ***      | *** *** | *** *** | *** *** | *** ***         | *** *** | *** ***                 | *** *** |
| Richard Wang                                                  | *** *** | 2007                 | *** *** | ***—***      | *** *** | ***—*** | *** *** | ***—***         | *** *** | ***—***                 | *** *** |
|                                                          | *** *** |                 | *** *** | *** ***      | *** *** | *** *** | *** *** | *** ***         | *** *** | *** ***                 | *** *** |
| (Chief Financial Officer)                                     | *** *** | 2006                 | *** *** | ***—***      | *** *** | ***—*** | *** *** | ***—***         | *** *** | ***—***                 | *** *** |

 

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(1)          Kwan Sin Yeewas appointed in August 23, 2007 and there was no compensation paid to herin 2007.

 

RaymondChou resigned as of August 23, 2007 and there was no compensation paid tohim in 2007 and 2006.

 

RichardWang resigned as of March 15, 2007 and there was no compensation paid tohim in 2007 and 2006.

 

**10.2****       ****SUMMARY OF OPTION GRANTS**

 

There has been no grant of any stockoptions made to any executive officers or any employees of the Company or itssubsidiaries in the last four fiscal years since the Company’s reorganizationwith CTGH in January 2003.

 

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

 

The following table sets forth thenumber of shares of our common stock owned beneficially as at December 31,2007 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 ofcommon stock as at December 31, 2007 except as set forth below.

 
| **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                                               |       |

 

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(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 betweenRaymond Chou (“Chou”) and Kwan, Sin Yee (“Kwan”), Kwan purchased 36,500,000shares of the common stock of the Company from Chou for a purchase price ofUS$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 August 23, 2007.

 

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

 

There were no related party transactionsother than the private financing by loans from our principal stockholder, whois also the sole director of the Company, during the last two fiscal yearsended 

 

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December 31, 2007 and 2006. All privateloans from the principal stockholder to the Company were unsecured, interestfree and not subject to fixed term of repayment.

 

Further details of related party transactionsand balances for the fiscal years 2007 and 2006 are set forth in Note 3(f) tothe consolidated financial statements presented under Item 6 hereof.

 

**ITEM13.       EXHIBITS**

 

(a) The following exhibits are filedherewith:

 
| 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 |

 

(b) Reportson Form 8-K

 

The Company has filed a Form 8-Kon March 16, 2007 reporting the resignation of Richard Wang as ExecutiveVice President and Chief Financial Officer and the appointment of Raymond Chouas Chief Financial Officer.

 

The Company has filed a Form 8-Kon July 16, 2007 reporting the resignation of Moores Rowland Mazars andthe appointment of Mazars CPA Limited as auditor of the Company.

 

The Company has filed a Form 8-Kon August 24, 2007 reporting the resignation of Raymond Chou and theappointment of Kwan Sin Yee as the Company’s sole director and Chairwoman,Chief Executive Officer and Chief Financial Officer.

 

**ITEM14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

(1)   **Audit Fees.** The aggregate fees billed foreach of the last two fiscal years for professional services rendered by ourprincipal accountant for the audit of our annual financial statements andreview of financial statements included in our quarterly reports on Form 10-QSBor services that are normally provided by the accountant in connection withstatutory and regulatory filings or engagements for those fiscal years wereUS$29,986 for fiscal 2007 and US$26,000 for fiscal 2006.

 

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(2)   **Audit Related Fees.** The aggregate feesbilled in each of the last two fiscal years for assurance and related servicesby our principal accountant that are reasonably related to the performance ofthe audit or review of our financial statements and are not reported under item(1) above were nil for both fiscal 2007 and 2006.

 

(3)   **Tax Fees.** The aggregate fees billed in eachof the last two fiscal years for professional services rendered by ourprincipal accountant for tax compliance, tax advice, and tax planning were nil.

 

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

 

(5)   Wedo not currently have a separate audit committee. Rather, our board ofdirectors serves as the audit committee. Our board of directors approved all ofthe services described in items (2), (3) and (4) above.

 

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**SIGNATURES**

 

In accordance with Section 13 or15(d) of the Exchange Act, the registrant caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 

 

**PACIFIC VEGAS GLOBAL STRATEGIES, INC.**

Registrant

 

 
| Date:  | August 13, 2008 |                                  | By: | /s/ KWAN SIN YEE |
|--------|----------------------|---------------------------------------|-----|------------------|
|   |                 | Kwan Sin Yee                          |
|   |                 | President and Chief Executive Officer |

 

 

In accordance with the Exchange Act, thisreport 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, |       | August 13, 2008 |
| Kwan Sin Yee     |       | Secretary and Director              |       |                 |
|             |       |                                |       |                 |
| /s/ KWAN SIN YEE |       | Chief Financial Officer             |       | August 13, 2008 |
| Kwan Sin Yee     |       |                                |       |                 |

 

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