**United States**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

**x****      ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended December 31, 2009**

 

**Commissionfile number 0-49701**

 

**PACIFICVEGAS GLOBAL STRATEGIES, INC.**

(Exact name of registrantas 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**

(Address of principal executive offices)

 

**(852) 3154-9370**

(Registrant’s telephone number, including area code)

 

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

 

**Common Stock, with No Par Value**

(Title of class)

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.   YES o NOx

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13or 15(d) of the Act.   YES o NOx

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.   YES x NO o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files)   YES o NO o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, or a smaller reporting company. See definitionsof  “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large  accelerated filer o                |   | Accelerated  filer o         |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated  filer o                  |   | Smaller  reporting company x |
| (Do not check if  a smaller reporting company) |   |                              |

 

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

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average of the bid andasked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter: **US$154,631**.

 

NOTE: The aggregate market value was computed bymultiplying the number of outstanding shares of the registrant’s common stock,excluding those shares of record held by officers, directors and greater thanfive percent stockholders, by US$0.003 per share.

 

Indicate the number of shares outstanding of each ofthe registrant’s classes of common stock, as of the latest practicable date: **99,963,615** shares of Common Stock with NoPar Value, outstanding as at February 22, 2010.

 

Documents incorporated by reference:   NONE.

 

 

 

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**PART  I**

 

**ITEM1.     BUSINESS**

 

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

 

All statements other thanstatements of historical fact presented in this annual report regarding ourfinancial position and operating and strategic initiatives and addressingindustry developments are forward-looking statements, where we or ourmanagement 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.

 

Our principal executiveoffice is located at 16/F, Winsome House, 73 Wyndham Street, Central, HongKong, telephone (852) 3154-9370.

 

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

 

Pacific VegasGlobal Strategies, Inc. (the “Company” or “PVGS”), formerly known as GoaltimerInternational, Inc., was incorporated in Colorado on December 19,1990. Prior to the acquisition ofCyber Technology Group Holdings Ltd. (“CTGH”) , theCompany entered into and operated a business of development and sales of timeand personal management products. The Company had discontinued such businessand become a non-operating public shell since 1994, and remained as a shellcompany with its only activities of accruing loan interest on notes payable andlooking for a merger candidate.

 

On November 20,2002, the Company entered into an agreement for share exchange with CTGH underthe laws of Colorado. Pursuant to the share exchange agreement, and subject toits stockholders’ 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 thetransaction was scheduled to take place on December 22, 2002 subsequently.The 60,000,000 new shares of common stock were therefore issued on December 22,2002 as scheduled. However, the transaction was delayed and eventually closedon January 8, 2003, upon which control of the Company passed to thestockholders of CTGH, and CTGH became a wholly owned subsidiary of the Company.

 

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CTGH was incorporated in the British Virgin Islands inJune 2000, operated as an investment holding company, holding 100% of thecapital stock of Pacific Vegas Development Ltd. (“PVD”).

 

PVD wasincorporated in Samoa in April 2000, operated as an IT company, engaged ina business of system development and technical supporting services for e-business,especially e-gaming related business, whilst holding 100% of the equity sharesof Pacific Vegas International Ltd. (“PVI”).

 

PVI wasincorporated in the Commonwealth of Dominica in April 2000, establishedand operated as an international gaming company, conducting an offshorebusiness of international sportsbook by way of telecommunications and theInternet, under an International Gaming License granted by the government ofthe Commonwealth of Dominica.

 

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

 

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

 

Upon completion ofthe reorganization with CTGH in January 2003, CTGH became the operatingentity of the Company to conduct business operations. The Company adopted CTGH’sbusiness of international sportsbook as its principal business and operatedsuch business, through CTGH and its subsidiaries, from the Commonwealth ofDominica by way of telecommunications and the Internet, under an InternationalGaming License granted by the government of the Commonwealth of Dominica, untilDecember 6, 2004, when the Board of Directors of the Company resolved tocease the operations of such business due to the significant financial lossesresulted from such business.

 

Revenue fromoperations of sportsbook business was the only revenue source for the Companyduring the last six 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 2009 since the operations of sportsbook business were ceased andthen discontinued.

 

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

 

Our annual reporton Form 10-KSB for the fiscal year ended December 31, 2004 presenteda detailed analysis of the factors that caused the adverse results of ouroperations of the sportsbook business.

 

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There was nobusiness other than the aforementioned sportsbook business operated by theCompany since 2003.

 

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

 

In light of thesignificant financial losses resulted from the sportsbook business and thefactors that caused such adverse results of operations, effective as of December 6,2004, the Board of Directors of the Company resolved to cease the operations ofsportsbook business, as an immediate remedial action to prevent further losses.

 

Having reviewedthe financial position and re-evaluated the business structure of the Company,the Board of Directors further decided to terminate the sportsbook business anddispose of CTGH. On July 8, 2005, the Company entered into a StockPurchase Agreement (the “Agreement”) with an independent third party (the “Buyer”),pursuant to which, and subject to its stockholders’ approval, the Company wasto sell its entire 100% equity interest in CTGH through disposition of allequity shares of CTGH for a consideration of US$125,000 in cash together with anon-cash settlement that the Buyer was to assume and pay all liabilities ofCTGH as shown in the consolidated balance sheetof 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.

 

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.

 

In accordance withSFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, theCompany reported CTGH as a discontinued operation in 2005, and the auditedfinancial results for the fiscal year 2004 had been restated and presented inthe consolidated financial statements on the same basis accordingly.

 

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

 

The Company hasbeen in an inactive or non-operating status since December 6, 2004, andcurrently remains as a shell company with its only activities of incurringnon-operating expenses.

 

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

 

Effective from March 2007and until December 31, 2009, the Company had one full time employee, withno compensation, in the capacities as chief executive officer and chieffinancial officer.

 

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

 

**1.7.1****        ****Compliance with EnvironmentalLaws**

 

Compliance withfederal, 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, any adverseeffect upon operations, capital expenditures, earnings or competitive positionof the Company. The Company is not presently a party to any litigation oradministrative 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**

 

There was noexpense incurred by the Company on any research and development activities inthe last three fiscal years.

 

As at December 31,2009, there were no patents, trademarks, licenses, franchises, concessions,and/or royalty agreements owned or possessed by the Company.

 

**1.7.3****        ****Reports and Availabilityof Information**

 

The Company filesits annual reports, quarterly reports, current reports, proxy statements, andother reports required to be filed with the SEC under the Exchange Act.

 

The Company hasbeen reporting as a Development Stage Entity under FASB Accounting StandardCodification Topic 915 — Development Stage Entities since January 1, 2006.

 

The Company is notrequired to deliver an annual report to our stockholders. Our stockholders andthe public may obtain any reports and other information materials that theCompany filed with the SEC by visiting the SEC’s website at http://www.sec.govor 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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**ITEM1A.     RISK FACTORS**

 

Not applicable**.**

 

**ITEM 1B.     UNRESOLVEDSTAFF COMMENTS.**

 

Not applicable**.**

 

**ITEM2.     PROPERTIES**

 

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

 

Currently theCompany maintains its principal office in Hong Kong, which has been provided byour principal stockholder, with no rental charges to the Company. However, theprincipal stockholder retains her right to discontinue this arrangement at herown discretion, 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 doesnot invest in, and has not adopted any policy with respect to investments in,real estate or interests in real estate, real estate mortgages or securities ofor interests in persons primarily engaged in real estate activities. It is notthe Company’s policy to acquire assets primarily for possible capital gain orprimarily for income.

 

**ITEM3.     LEGAL PROCEEDINGS**

 

No material legalproceedings to which the Company is a party or to which any of its property isthe subject are pending and, to our knowledge, no such proceedings arecontemplated.

 

The Company is notpresently a party to any litigation or administrative proceedings with respectto our compliance with federal, state and local provisions which have beenenacted regarding the discharge of materials into the environment or otherwiserelating to the protection of the environment and, to our knowledge, no suchproceedings are contemplated.

 

There has been nomaterial legal proceeding to which any of our officers, directors orstockholders of greater than five percent of our outstanding common shares is aparty adverse to the Company or has a material interest adverse to the Company.

 

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No materialproceedings or legal actions are pending or contemplated nor judgments enteredagainst any of our officers, directors or stockholders of greater than fivepercent of our outstanding common shares concerning any matter involving ourbusiness.

 

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

 

No matters weresubmitted during the fourth quarter of the fiscal year covered by this reportto a vote of security holders through the solicitation of proxies or otherwise.

 

**PART   II**

 

**ITEM 5.     MARKETFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES**

 

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

 

As at December 31,2009, there were 99,963,615 shares of PVGS common stock with no par valueissued and outstanding, and there were approximately 1,150 holders of recordand beneficial holders of PVGS common stock.

 

**5.2****        ****MARKET FOR PVGS COMMONSTOCK**

 

Our common stockwas traded publicly on the OTC Bulletin Board under the symbol “PVEG.OB” from January 8,2003 until September 26, 2003, at which time it was moved from the OTCBulletin Board to the OTC Non-Bulletin Board for failure to comply with certainreporting requirements (NASD Rule 6530). Our common stock has been sincethen traded on the Pink Sheets under the symbol “PVEG.PK”.

 

The nature of themarket for common stocks trading on the Pink Sheets is generally limited,sporadic and highly volatile, and the absence of an active market may havean effect upon the high and low prices as reported. The following informationsets forth the high and low last sale prices per share of our common stock forthe periods indicated as reported by the OTC Bulletin Board or the Pink Sheets:

 

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| **QUARTER ENDED**   | ** ** | **HIGH** | ** ** | **LOW** | ** ** |
|--------------------------|------------|----------|------------|---------|------------|
|                     |       |     |       |    |       |
| March 31,  2009     |       | US$      | 0.001      |    | US$        | 0.001 |   |
| June 30,  2009      |       | US$      | 0.003      |    | US$        | 0.003 |   |
| September 30,  2009 |       | US$      | 0.005      |    | US$        | 0.005 |   |
| December 31,  2009  |       | US$      | 0.002      |    | US$        | 0.002 |   |
|                     |       |     |       |    |       |   |   |
| March 31,  2008     |       | US$      | 0.005      |    | US$        | 0.005 |   |
| June 30,  2008      |       | US$      | 0.003      |    | US$        | 0.003 |   |
| September 30,  2008 |       | US$      | 0.003      |    | US$        | 0.003 |   |
| December 31,  2008  |       | US$      | 0.0011     |    | US$        | 0.0011 |   |

 

The quotationslisted in this table reflect inter-dealer prices, without retail mark-ups,mark-downs, or commissions, and may not necessarily represent actualtransactions.

 

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

 

The Company hasnot declared or paid any dividends since its reorganization with CTGH 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.

 

There were nopreviously authorized equity compensation plans carried forward upon theCompany’s reorganization in January 2003, and there have been no equitycompensation plans adopted and no equity securities issued for any equitycompensation plans since the Company’s reorganization in January 2003. Asat December 31, 2009, there were no outstanding equity compensation plans,options or warrants to be exercised and no equity securities to be issued forsuch purposes.

 

**ITEM6.     SELECTED FINANCIAL DATA**

 

Not applicable**.**

 

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**ITEM7.     MANAGEMENT’S****DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION**

 

Our presentationin this Management’s Discussion and Analysis of Financial Condition and Resultsof Operation contains a number of forward-looking statements within the meaningof Section 27 A of the Securities Act of 1933, as amended, and Section 21Eof the Securities Exchange Act of 1934, as amended. These forward-lookingstatements are based on management’s current projections or expectations withregard to the future operations of business. Such projections or expectationsare expressed in good faith and believed to have a reasonable basis, but therecan be no assurance that such projections or expectations will prove to becorrect or accurate, and as a result of certain risks and uncertainties, actualresults of operations may differ materially.

 

**7.1****        ****CRITICAL ACCOUNTINGPOLICIES AND ESTIMATES**

 

The preparation ofour financial statements in conformity with accounting principles generallyaccepted in the United States requires our management to make estimates andassumptions that affect the amounts reported in our financial statements andaccompanying notes. Actual results could differ materially from thoseestimates.

 

Our audited financialstatements and the notes thereto contain more details of critical accountingpolicies and other disclosures required by generally accepted accountingprinciples.

 

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

 

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

 

As described inItem 1 hereof, the Company has remained in an inactive or non-operating statussince December 6, 2004. There was no active business operated and norevenue earned by the Company for the fiscal years ended December 31, 2009and 2008.

 

Total expenses forthe fiscal year ended December 31, 2009 were US$60,119 against US$60,591 ayear before. Expenses were for professional fees and miscellaneousadministrative expenses in the two fiscal years.

 

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

 

Net Loss for thefiscal year ended December 31, 2009 was US$60,119 against a net loss ofUS$60,591 a year before.

 

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

 

As at December 31,2009, the balance of cash and cash equivalents for the Company was US$12,500.The Company has currently retained no sources of liquidity other than theprivate financing by cash in-flow from the principal stockholder, which isunsecured and could be discontinued at any time.

 

**7.3****        ****OFF-BALANCE SHEETARRANGEMENTS**

 

There were nooff-balance sheet arrangements as defined in Item 303(c) of RegulationS-K, as at the end of the fiscal year 2009 and any interim period in thecurrent fiscal year.

 

**7.4****        ****PLAN OF OPERATION**

 

All statementspresented in this section regarding our financial position and operatingand strategic initiatives are forward-looking statements, where we or ourmanagement express(es) 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 statement ofexpectation or belief will result or be achieved or accomplished. Factors whichcould cause actual results to differ materially from those anticipated include,but not limited to, general economic and business conditions, competition anddevelopment in the industries, the business abilities and judgment ofpersonnel, the impacts of unusual events resulting from ongoing evaluations ofbusiness strategies, and changes in business strategies.

 

The Company hasbeen in an inactive or non-operating status since December 6, 2004, andcurrently remains as a shell company with its only activities of accruingminimal non-operating expenses. It is expected that the Company will remain insuch status until a re-organization with a selected entity takes place.

 

As a part of ourplan, we expect our next move to be a re-organization with a selected entity,for the Company 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.

 

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**7.5****        ****ADDITIONAL CAUTIONARYSTATEMENTS AND RISK FACTORS**

 

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

 

The financial statementspresented in this annual report have been prepared in conformity with generallyaccepted accounting principles in the United States of America, whichcontemplate continuation of the Company as a going concern. However,substantial doubt has been raised by ourauditors in their report with regard to the ability ofthe Company to continue as a going concern, in light of that as at December 31,2009, the Company retained its total assets as minimal as US$12,500, 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 hasmaintained no revenue-generating or cash in-flow operations since December 6,2004 and has relied on the private financing by cash in-flow from the principalstockholder of the Company. The principal stockholder has undertaken to financethe Company in cash for a “reasonable” period of time for the Company tocontinue as a going concern, assuming that in such a period of time the Companywould be able to restructure its business and restart on a revenue-generatingoperation and/or raise additional capital funds to support its continuation.However, it is uncertain as for how long or to what extent such a period oftime would be “reasonable”, and there can be no assurance that the financingfrom the principal 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.

 

Theseuncertainties may result in adverse effects on continuation of the Companyas a going concern. The accompanying financial statements do not include orreflect any adjustments that might result from the outcome of theseuncertainties.

 

**7.5.2****        ****Limited Market**

 

The market for our stockis limited. Our common stock is currently traded on the Pink Sheets under thesymbol “PVEG.PK”. On February 22, 2010, the last reported sale price ofour common stock on the Pink Sheets was US$0.0021 per share. However, weconsider our common stock to be “thinly traded” and any last reported saleprices may not be a true market-based valuation of the common stock.

 

Our common stock isconsidered to be a “penny stock” and, as such, the market for our common stockmay be further limited by certain SEC rules applicable to pennystocks.

 

As long as the price ofour common stock remains below US$5.00 per share or we have net tangible assetsof US$2,000,000 or less, our common shares are likely to be subject to certain “pennystock”

 

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rules promulgated bythe SEC. Those rules impose certain sales practice requirements on brokerswho 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). Fortransactions covered by the penny stock rules, the broker must make a specialsuitability 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 disclosuredocuments, monthly statements of the market value ofpenny stocks, disclosure of the bid and asked prices and disclosure of thecompensation to the brokerage firm and disclosure of the sales person workingfor the brokerage firm. These rules and regulations adversely affect theability of brokers to sell our common shares and limit the liquidity of our securities.

 

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

 

Not applicable**.**

 

**ITEM 8.     FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA**

 

**Table of Contents**

 
| Report  of Independent Registered Public 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 Public Accounting Firm**

 

Tothe Stockholders and Board of Directors

**PacificVegas Global Strategies, Inc.**

**(ADevelopment Stage Enterprises)**

*(incorporatedin Colorado with limited liability)*

 

Wehave audited the accompanying balance sheets of Pacific Vegas Global Strategies, Inc.as of December 31, 2009 and 2008, and the related statements ofoperations, changes in stockholders’ equity and cash flows for the years thenended.  These financial statements arethe responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 includedconsideration of internal control overfinancial reporting as a basis for designing auditing procedures that areappropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. Our audit also includedexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management and evaluating the overall financialstatement presentation.  We believe thatour audits provide a reasonable basis for our opinion.

 

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, 2009 and 2008, 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.

 

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

*CertifiedPublic Accountants*

Hong Kong

March 31, 2010

 

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**Pacific Vegas Global Strategies, Inc.**

**(ADevelopment Stage Enterprises)**

** **

**Statementsof Operations**

 
| ** **                                           | ** ** | ** ** | ** ** | **Year ended December 31,** | ** ** | **Period from  re-entering  development  stage on  January 1,  2006 to  December 31,** | ** ** |
|------------------------------------------------------|------------|------------|------------|----------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|
| ** **                                           | ** ** | **Note**   | ** ** | **2009**                         | ** ** | **2008**                                                                                         | ** ** | **2009** | ** ** |
| ** **                                           | ** ** | ** ** | ** ** | **US$**                          | ** ** | **US$**                                                                                          | ** ** | **US$** | ** ** |
| ** **                                           | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| **Revenue**                                          | * *   | * *   | ** ** | **—**                       |       | —                                                                                           |       | — |   |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| **Expenses**                                         | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| General and administrative expenses                  | * *   | * *   | ** ** | **(60,119**                      | **)**      | (60,591                                                                                          | )          | (250,710 | ) |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| **Loss before income tax**                           | * *   | * *   | ** ** | **(60,119**                      | **)**      | (60,591                                                                                          | )          | (250,710 | ) |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Income tax expense                                   | * *   | *4*        | ** ** | **—**                       |       | —                                                                                           |       | — |   |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| **Net loss**                                         | * *   | * *   | ** ** | **(60,119**                      | **)**      | (60,591                                                                                          | )          | (250,710 | ) |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Loss per share of common stock:                      | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Basic                                                | * *   | *5*        | ** ** | **(0.00**                        | **)**      | (0.00                                                                                            | )          |   |   |
|                                                 | * *   | * *   | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Weighted average number of common stock  outstanding | * *   | * *   | ** ** | **99,963,615**                   |       | 99,963,615                                                                                       |       |   |   |

 

*The accompanying notes are anintegral part of these consolidated financial statements.*

 

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**Pacific Vegas Global Strategies, Inc.**

**(ADevelopment Stage Enterprises)**

 

**BalanceSheets**

 
| ** **                                                                              | ** **   | ** **   | ** ** | **As of December 31,** | ** ** |
|-----------------------------------------------------------------------------------------|--------------|--------------|------------|-----------------------------|------------|
| ** **                                                                              | ** **   | **Note**     | ** ** | **2009**                    | ** ** | **2008** | ** ** |
| ** **                                                                              | ** **   | ** **   | ** ** | **US$**                     | ** ** | **US$** | ** ** |
| **Assets**                                                                              | ** **   | ** **   | ** ** | ** **                  | ** ** | ** ** | ** ** |
| **Current assets**                                                                      | *** *** | *** *** | ** ** | ** **                  |       |   |   |
| Deposits and  prepayments                                                               | * *     | *3*          | ** ** | **12,500**                  |       | 2,375 |   |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Total current assets**                                                                | * *     | * *     | ** ** | **12,500**                  |       | 2,375 |   |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Total assets**                                                                        | * *     | * *     | ** ** | **12,500**                  |       | 2,375 |   |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Liabilities and stockholders’  equity**                                          | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Current liabilities**                                                                 | * *     | * *     | ** ** | ** **                  |       |   |   |
| Due to a stockholder                                                                    | * *     | *6*          | ** ** | **212,825**                 |       | 143,341 |   |
| Accrued expenses                                                                        | * *     | * *     | ** ** | **17,060**                  |       | 16,300 |   |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Total liabilities**                                                                   | * *     | * *     | ** ** | **229,885**                 |       | 159,641 |   |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Stockholders’ deficit**                                                          | * *     | * *     | ** ** | ** **                  |       |   |   |
| Common stock,                                                                           | * *     | * *     | ** ** | ** **                  |       |   |   |
| Authorized:                                                                             | * *     | * *     | ** ** | ** **                  |       |   |   |
| No par value, 500,000,000 shares of common stock  as of December 31, 2009 and 2008 | * *     | * *     | ** ** | ** **                  |       |   |   |
| Issued and outstanding:                                                                 | * *     | * *     | ** ** | ** **                  |       |   |   |
| No par value, 99,963,615 shares of common stock as of December 31, 2009 and 2008   | * *     | * *     | ** ** | **—**                  |       | — |   |
| Additional paid-in capital                                                              | * *     | * *     | ** ** | **2,500,000**               |       | 2,500,000 |   |
| Accumulated deficit before re-entering development  stage                               | * *     | * *     | ** ** | **(2,466,675**              | **)**      | (2,466,675 | ) |
| Accumulated deficit during development stage                                            | * *     | * *     | ** ** | **(250,710**                | **)**      | (190,591 | ) |
| Accumulated losses                                                                      | * *     | * *     | ** ** | **(2,717,385**              | **)**      | (2,657,266 | ) |
|                                                                                    | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Total stockholders’ deficit**                                                    | * *     | * *     | ** ** | **(217,385**                | **)**      | (157,266 | ) |
| ** **                                                                              | * *     | * *     | ** ** | ** **                  |       |   |   |
| **Total liabilities and  stockholders’ deficit**                                   | * *     | * *     | ** ** | **12,500**                  |       | 2,375 |   |

 

*The accompanying notes are anintegral part of these consolidated financial statements.*

 

15

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**Pacific Vegas Global Strategies, Inc.**

**(ADevelopment Stage Enterprises)**

 

**Statements of Cash Flows**

 
| ** **                                                               | ** ** | **Year ended December 31,** | ** ** | **Period from  re-entering  development  stage on  January 1,  2006 to  December 31,** | ** ** |
|--------------------------------------------------------------------------|------------|----------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|
| ** **                                                               | ** ** | **2009**                         | ** ** | **2008**                                                                                         | ** ** | **2009** | ** ** |
| ** **                                                               | ** ** | **US$**                          | ** ** | **US$**                                                                                          | ** ** | **US$** | ** ** |
| **Cash flows used in operating  activities**                             | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Net loss                                                                 | ** ** | **(60,119**                      | **)**      | (60,591                                                                                          | )          | (250,710 | ) |
| Adjustment to reconcile net loss to net cash from  operating activities: | ** ** | ** **                       |       |                                                                                             |       |   |   |
| Other current asset                                                      | ** ** | **(10,125**                      | **)**      | 8,500                                                                                            |       | 58,048 |   |
| Due to a stockholder                                                     | ** ** | **69,484**                       |       | 54,891                                                                                           |       | 212,825 |   |
| Accrued expenses                                                         | ** ** | **760**                          |       | (2,800                                                                                           | )          | (20,163 | ) |
|                                                                     | ** ** | ** **                       |       |                                                                                             |       |   |   |
| **Net cash from 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 anintegral part of these consolidated financial statements.*

 

16

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**PacificVegas Global Strategies, Inc.**

**(ADevelopment Stage Enterprises)**

 

**Statementof 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, 2008      |       | 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 | ) |
|                             |       |                  |       |           |       |                 |       |                    |       |   |   |
| Total  comprehensive income:     |       |                  |       |           |       |                 |       |                    |       |   |   |
| Net  loss for the year           |       | —                |       | —         |       | —               |       | (60,119                 | )          | (60,119 | ) |
|                             |       |                  |       |           |       |                 |       |                    |       |   |   |
| **As of December 31, 2009** | ** ** | **99,963,615**        | ** ** | **—**     | ** ** | **2,500,000**        | ** ** | **(2,717,385**          | **)**      | **(217,385** | **)** |

 

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

 

17

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**PACIFICVEGAS GLOBAL STRATEGIES, INC.**

**(ADevelopment Stage Enterprises)**

 

**NOTES TO FINANCIAL STATEMENTS**

 

**1.      ORGANIZATION AND PRINCIPALACTIVITIES**

 

Pacific Vegas GlobalStrategies, Inc. (“PVGS”), formerly known as Goaltimer International, Inc.,was incorporated in Colorado on December 19, 1990.

 

Upon the expiry of anInternational Gaming License granted by the government of the Commonwealth ofDominica on December 6, 2004, the Board of Directors of the Companyresolved to cease the then business due to significant losses incurred. Afterthe full discontinuance of such business in 2005 and becoming a shell company,the Company has reentered the development stage since January 1, 2006 andhas been reporting as a Development Stage Entity under FASB Accounting StandardCodification (“ASC”) Topic 915 - Development Stage Entities.

 

The Company has been inan inactive or non-operating status since December 6, 2004, and remainedas a shell company with its only activities of incurring non-operatingexpenses.

 

**2.      SUMMARY OF SIGNIFICANTACCOUNTING POLICIES**

 

(a)                  Basis of accounting

 

The financial statementsare presented in United States dollars and have been prepared in accordancewith accounting principles generally accepted in the United States of America.

 

(b)                 Preparation of financial statements

 

The Company had anegative working capital and a stockholders’ deficit of US$217,385 andUS$217,385 respectively as of December 31, 2009. The accompanyingfinancial statements have been prepared in conformity with generally acceptedaccounting principles, which contemplate continuation of the Company as a goingconcern. However, a substantial doubt has been raised with regard to theability of the Company to continue as a going concern as the Company had totalliabilities in excess of its total assets and maintained no revenue-generatingoperations since December 6, 2004. In light of the situation, the Companyhas been contemplating practical plans for a business restructuring and/orpossible arrangements to raise additional capital funds to support itscontinuation as a going concern, but there can be no assurance that the Companywill be successful in procuring any of such efforts.

 

The principalstockholder, who is also the sole director of the Company, has undertaken tofinance the Company for a “reasonable” period of time for the Company tocontinue as a going concern, assuming that in such period of time the Companywould be able to restructure its business and restart a revenue-generatingoperation and/or raise additional capital funds to support its continuation asa going concern. However, the principal stockholder of the Company retains theright to discontinue such financing at her own discretion in case the Companyis unable to accomplish so in such period of time. It is uncertain as for howlong or to 

 

18

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what extent such periodof time would be “reasonable” in the discretion of the principal stockholder,and there can be no assurance that the financing from the principal stockholderwill not be discontinued at any time.

 

These uncertainties mayresult in adverse effects on continuation of the Company as a going concern.The accompanying financial statements do not reflect any adjustmentsthat might result from the outcome ofthese uncertainties.

 

In accordance with ASC Topic855, the Company has evaluated subsequent events through the date and time thefinancial statements were issued on March 31, 2010.

 

(c)                  Income taxes

 

The Company accounts forincome tax under the provisions of ASC Topic 740, which requires recognition ofdeferred tax assets or liabilities. Deferred income taxes are provided using the liability method.  Under the liability method deferred incometaxes are recognized for all significant temporary differences between the taxand financial statement bases of assets and liabilities.

 

(d)                 Related parties

 

Parties are considered tobe related 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 ASC Topic 820, “Fair ValueMeasurements and Disclosuresabout Fair Value of Financial Instruments”, are determined at discrete points intime based on relevant market information. These estimates involve uncertainties and cannot be determined withprecision.  The estimated fair values ofthe Company’s financial instruments, which include cash and other payables,approximate their carrying values in the consolidated financial statementsbecause of the short-term maturity of those instruments.

 

19

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**2.****                  ****SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

 

(h)                 Recently issued accounting standards

 

In January 2010, theFinancial Accounting Standards Board issued Accounting Standards Update (“ASU”)2010-04, Technical Corrections to SEC Paragraphs, containing revisions tovarious “S” Sections in the Accounting Standards Codification. These Sectionsreflect certain rules, regulations, interpretive releases of the SEC, which representauthoritative guidance for SEC registrants. The “S” Sections also includecontent from certain SEC Staff Accounting Bulletins as well as SEC StaffAnnouncements and SEC Observer Comments made at EITF meetings.

 

The technical correctionsin ASU 2010-04 primarily reflect revisions to “S” Sections of variousCodification Topics related to SEC Staff Announcements, to reflect theappropriate Codification references. The adoption of the ASU 2010-04 will nothave a material impact on the Company’s financial statements.

 

**3.     ****DEPOSITSAND PREPAYMENT**

 

The amount representsretainer fee paid in advance to the Company’s lawyer.

 

**4.     ****INCOME********TAXES**

 

Subject to the provisionof ASC Top 740, the Company has analyzed its filing position in thejurisdiction where it is subject to income tax. As of December 31, 2009and 2008, the Company has identified United States in which it is subject to incometax. Based on the evaluations noted above, the Company has concluded that thereare no significant uncertain tax positions requiring recognition in itsfinancial statements. As of December 31, 2009 and 2008, the Company had nounrecognized tax benefits or accruals for the potential payment or interest andpenalties.

 

**5.     ****LOSSPER SHARE**

 

Basic loss per commonshare is calculated based on the weighted average number of common stockoutstanding during each period presented.

 

The Company had nopotential common stock instruments with a dilutive effect for any periodpresented and therefore basic and diluted earnings per share are the same.

 

**6.      DUE TO A STOCKHOLDER**

 

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

 

**7.      COMMITMENTS ANDCONTINGENCIES**

 

As of December 31,2009 and 2008, the Company had no material outstanding commitments andcontingencies.

 

20

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

 

The Company hasengaged Mazars CPA Limited, certified public accountants, as our principalindependent accountant to audit our financial statements, since June 29,2007.

 

In our two mostrecent fiscal years and any later interim period, there were no changes in andno disagreements with our principal independent accountant on any matters withregard to our accounting and financial disclosure.

 

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

 

(a)          DisclosureControls and Procedures

 

Asof the end of the period covered by this report, our management, with theparticipation of our chief executive officer and chief financial officer, has performedan evaluation of the effectiveness of our disclosure controls and procedureswithin the meaning of Rules 13a-15(e) of the Securities  Exchange Act of 1934, as amended (the “ExchangeAct”).

 

Basedupon that evaluation, our management has concluded that, as of December 31,2009, our disclosure controls and procedures were effective.

 

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

 

Ourmanagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as defined in Rules 13a-15(f) underthe Exchange Act. Our management evaluated the effectiveness of our internalcontrol over financial reporting based on criteria established in the frameworkin *Internal Control-Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission.Based on this evaluation, our management has concluded that our internalcontrol over financial reporting was effective as of December 31, 2009.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect 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.

 

21

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(c )  Attestation report of theregistered public accounting firm

 

Thisannual report does not include an attestation report of the Company’sindependent registered public accounting firm regarding internal control overfinancial reporting. Management’s report was not subject to attestation by theCompany’s independent registered public accounting firm pursuant to temporary rules ofthe Securities and Exchange Commission that permit the Company to provide onlymanagement’s report in this annual report.

 

(d)   Changes in internal controlover financial reporting

 

Therewere no changes in our internal controls over financial reporting identified inconnection with the evaluation that occurred during our fourth fiscal quarterthat have materially affected, or are reasonably likely to materially affect,our internal control over financial reporting.

 

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

 

None

 

**PART III**

 

**ITEM 10.     DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**

 

**10.1  DIRECTORS ANDEXECUTIVE OFFICERS**

 

Information about ourdirectors and executive officers during the year ended and as of December 31,2009 is set forth as follows:

 
| **Name**     | ** ** | **Age** | ** ** | **Office (1)**                                                | ** ** | **Term Expires ((2)** |
|--------------|------------|---------|------------|--------------------------------------------------------------------|------------|---------------------------------|
| Kwan Sin Yee |       | 57      |       | Director, Chief  Executive Officer and Chief Financial Officer (3) |       |                            |

 

----

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

 

(2)           The term of office of each officer is atthe discretion of the board of directors.

 

22

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

 

**Kwan SinYee**, 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. Ms. Kwan, being a well connected and low profile investor,took over the control of the Company after the acquisition with the intentionto re-organize by merging or acquisition.

 

Other than theappointment of Ms Kwan Sin Yee as director, Chief Executive Officer and ChiefFinancial Officer in August 23, 2007, there was no other person nominatedor chosen to any positions as directors or executive officers for the Companyduring the period covered by this report.

 

None of ourexisting directors and/or executive officers holds any positions as director orofficer in 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 nomaterial changes to the procedures by which our stockholders may recommendnominees to 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) OFTHE EXCHANGE ACT**

 

Based solely upon areview of Forms 3 and 4 and amendments thereto furnished to us pursuant to 17CFR 240.16a-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.

 

**10****.3****         ****AUDIT COMMITTEE ANDAUDIT COMMITTEE FINANCIAL EXPERT**

 

Currently theCompany does not have a separately-designated standing audit committee establishedin accordance with section 3(a)(58)(A) of the Exchange Act, or anequivalent committee performing 

 

23

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similar functions.Our entire board of directors is acting as the audit committee for the Company asspecified in section 3(a)(58)(B) of the Exchange Act.

 

Currently theCompany does not have at least one audit committee financial expert serving onour audit committee or our board of directors which is acting as the auditcommittee, due to the status that the Company has remained as a non-operatingpublic shell since 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.

 

**ITEM11.****       ****EXECUTIVE COMPENSATION**

 

**11.1****       ****SUMMARY COMPENSATIONTABLE**

 

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 followingtable, and its accompanying explanatory footnotes, presents the information ofannual and long-term compensation, including all plan and non-plan compensation,whether in cash or non-cash, awarded to, earned by and/or paid to our chiefexecutive officer and chief financial officer for their services rendered inall capacities to the Company and its subsidiaries for the last two fiscalyears ended December 31, 2009 and 2008. 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.

 

24

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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                                                |       | 2009             |       | —            |       | —    |       | —               |       | —                       |       |
| (Chief  Executive Officer &Chief Financial Officer) |       | 2008             |       | —            |       | —    |       | —               |       | —                       |       |

 

----

(1)           Kwan Sin Yee was appointed in August 23,2007 and there was no compensation paid to her in 2009 and 2008.

 

**11.2     SUMMARYOF OPTION GRANTS**

 

There has been nogrant of any stock options made to any executive officers or any employees ofthe Company or its subsidiaries in the last four fiscal years since the Company’sreorganization with CTGH in January 2003.

 

**ITEM 12.**    **SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT** **AND RELATEDSTOCKHOLDER MATTERS**

 

The followingtable sets forth the number of shares of our common stock owned beneficially asat December 31, 2009 by each person known by us to have owned beneficiallymore than five percent of such shares then outstanding, by each of ourdirectors and officers and by all of our directors and officers as a group.This information gives effect to securities deemed outstanding pursuant to Rule 13d3(d)(l) under the Securities Exchange Act of 1934, as amended. As to theknowledge of our management, no person owns beneficially more than five percentof the Company’s outstandingshares of common stock as at December 31, 2009except 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                                 |       |

 

25

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----

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

 

(2)     The business address is 7/F, Flat B, 110Soy 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 36,500,000 sharesrepresented 36.5% of the total shares of the Company issued and outstanding on August 23,2007.  In addition to her existingownership of 5,700,000 shares of the Company’s common stock, Ms. Kwan nowowns 42,200,000 shares, or 42.2% of the total shares of the Company issued andoutstanding on the date of this report.

 

**ITEM13.       CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE**

 

There were no relatedparty transactions other than the private financing by loans to us from ourprincipal stockholder, who is also the sole director of the Company, during thelast two fiscal years ended December 31, 2009 and 2008. All private loansfrom the principal stockholder to the Company were unsecured, interest free andnot subject to fixed term of repayment.

 

**ITEM14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

(1)     **Audit Fees.** The aggregate fees billed for each ofthe last 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$32,079 for fiscal 2009 and US$30,811 for fiscal 2008.

 

(2)     **Audit Related Fees.** The aggregate fees billed in each of thelast two fiscal years for assurance and related services by our principalaccountant that are reasonably related to the performance of the audit orreview of our financial statements and are not reported under item (1) abovewere nil for both fiscal 2009 and 2008.

 

(3)     **Tax Fees.** The aggregate fees billed in each of thelast two fiscal years for professional services rendered by our principalaccountant for tax compliance, tax advice, and tax planning were nil.

 

26

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(4)     **All Other Fees.** The aggregate fees billed in each of thelast two fiscal years for products and services provided by our principalaccountant other than the services reported in items (1), (2) and (3) abovewere nil.

 

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

 

**PART IV**

 

**ITEM15.       EXHIBITS**

 

(a) Thefollowing documents are filed as a part of this report

 

Thefinancial 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 |

 

27

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**SIGNATURES**

 

In accordance withSection 13 or 15(d) of the Exchange Act, the registrant caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

**PACIFIC VEGAS GLOBALSTRATEGIES, INC.**

Registrant

 
| Date:  | March 31, 2010 |   | By:                                    | /s/ KWAN SIN YEE |
|--------|---------------------|--------|----------------------------------------|------------------|
|   |                |   | Kwan Sin Yee                           |
|   |                |   | President and Chief  Executive Officer |

 

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **NAME**         |   | **TITLE**                            |   | **DATE**             |
|------------------|--------|--------------------------------------|--------|----------------------|
|             |   |                                 |   |                 |
| /s/ KWAN SIN YEE |   | President, Chief  Executive Officer, |   | March 31 , 2010 |
| Kwan Sin Yee     |   | Secretary and Director               |   |                 |
|             |   |                                 |   |                 |
|             |   |                                 |   |                 |
| /s/ KWAN SIN YEE |   | Chief Financial Officer              |   | March 31 , 2010 |
| Kwan Sin Yee     |   |                                 |   |                 |

 

28

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