**UnitedStates**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-KSB**

** **

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

 

**For the fiscal year ended December 31, 2007**

 

**Commission file number 0-49701**

 

**PACIFICVEGAS GLOBAL STRATEGIES, INC.**

(Name of small business issuer in its charter)

 

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

 

**16/F, Winsome House**

**73 Wyndham Street, Central, Hong Kong**

(Address of principal executive offices)

 

**(852) 3154-9370**

(Issuer’s telephone number)

 

Securities registered under Section 12(g) of the ExchangeAct:

**Common Stock, with No Par Value**

(Title of class)

 

Checkwhether the issuer is not required to file reports pursuant to Section 13or 15(d) of the Exchange Act.    YES o    NO  x

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the past 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

YES  x    NO  o

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB. YES o    NO  x

 

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

 

Stateissuer’s revenues for its most recent fiscal year: **NIL**.

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates: **US$275,062**.

 

NOTE:The aggregate market value was computed by multiplying the number ofoutstanding shares of the issuer’s common stock, excluding those shares ofrecord held by officers, directors and greater than five percent stockholders,by **US$0.006**, the average bid and askedprice of the issuer’s common stock as at January 31, 2008, such date beingwithin 60 days prior to the date of filing.

 

Statethe number of shares outstanding of each of the issuer’s classes of commonequity, as of the latest practicable date: **99,963,615**shares of Common Stock with No Par Value, outstanding as at January 31,2008.

 

Documentsincorporated by reference:   NONE.

 

TransitionalSmall Business Disclosure Format: YES  o    NO  x

 

 

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**PART   I**

 

**ITEM 1.     DESCRIPTION OF ORGANIZATION AND 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, Hong Kong,telephone (852) 3154-9370.

 

**1.2          THE CORPORATION AND ACQUISITION OF CTGH**

 

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

 

On November 20,2002, the Company entered into an agreement for a transaction of share exchangewith CTGH for the Company to acquire CTGH through a plan of share exchangeunder the laws of Colorado. Pursuant to the share exchange agreement, andsubject to its stockholders’ approval, the Company was to acquire 100% of theissued and outstanding equity shares of CTGH, in exchange for 60,000,000 newshares of common stock of the Company. This transaction was approved by thestockholders of the Company at the special meeting of stockholders held on December 12,2002.

 

The closing of the transactionwas scheduled to take place on December 22, 2002 subsequently. The60,000,000 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.

 

2

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CTGH was incorporated inthe British 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 inSamoa in April 2000, operated as an IT company, engaged in a business ofsystem development and technical supporting services for e-business, especiallye-gaming related business, whilst holding 100% of the equity shares of PacificVegas International Ltd. (“PVI”).

 

PVI was incorporated inthe Commonwealth 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 anon-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 of thereorganization with CTGH in January 2003, CTGH became the operating entityof 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 from operationsof the sportsbook business was the only revenue source for the Company in thelast five fiscal years. The Company recorded a total revenue of US$1.70 millionfor the 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 thesportsbook 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.

 

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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 businessother than the aforementioned sportsbook business operated by the Company since2003.

 

**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 ofthe sportsbook business, as an immediate remedial action to prevent furtherlosses.

 

Having reviewed thefinancial position and re-evaluated the business structure of the Company, theBoard 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 sheet of CTGH as at June 30,2005 and to cancel and release the Company from its liabilities due to CTGH inthe amount of US$549,288 or such other amount not exceeding US$549,288 as maybe amended at the closing of the transaction. This Agreement was approved byour stockholders 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 SFAS144 “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.

 

4

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**1.5          CURRENT STATUS**

 

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

 

**1.6          EMPLOYEES**

 

Effective from March 2007,the Company had 1 full time employee, with no compensation, in the capacitiesas chief 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 and local provisions which have been enacted regarding the discharge ofmaterials into the environment or otherwise relating to the protection of theenvironment has not had, and is not expected to have, any adverse effect uponoperations, capital expenditures, earnings or competitive position of theCompany. 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 no expenseincurred by the Company on any research and development activities in the lastthree fiscal years.

 

As at December 31,2007, there were no patents, trademarks, licenses, franchises, concessions,and/or royalty agreements owned or possessed by the Company.

 

**1.7.3       Reports and Availability of Information**

 

The Company files itsannual reports, quarterly reports, current reports, proxy statements, and otherreports required to be filed with the SEC under the Securities Exchange Act of1934, as amended.

 

5

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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.

 

**ITEM 2.  DESCRIPTION OF PROPERTY**

 

**2.1          OPERATING LEASE**

 

Currently the Companymaintains its principal office in Hong Kong, which has been provided by ourprincipal 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 does notinvest in, and has not adopted any policy with respect to investments in, realestate or interests in real estate, real estate mortgages or securities of orinterests in persons primarily engaged in real estate activities. It is not theCompany’s policy to acquire assets primarily for possible capital gain orprimarily for income.

 

**ITEM 3.  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.

 

6

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No material proceedingsor legal actions are pending or contemplated nor judgments entered against anyof our officers, 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 submittedduring the fourth quarter of the fiscal year covered by this report to a voteof security holders 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, there were 99,963,615 shares of PVGS common stock with no par valueissued and outstanding, and there were approximately 1,153 holders of recordand beneficial holders of our common stock.

 

**5.2          MARKET FOR OUR COMMON STOCK**

 

Our common stock wastraded 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 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 marketfor common stocks trading on the Pink Sheets is generally limited, sporadic andhighly volatile, and the absence of an active market may have an effect uponthe high and low prices as reported. The following information sets forth thehigh and 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 |   |
|                         |            |          |            |         |            |  |  |  |

 

7

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The quotations listed inthis table reflect inter-dealer prices, without retail mark-ups, mark-downs, orcommissions, and may not necessarily represent actual transactions.

 

**5.3          RELATED MATTERS**

 

The Company has notdeclared or paid any dividends since its reorganization with CTGH in January 2003.

 

The Company did not sellany 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 previouslyauthorized equity compensation plans carried forward upon the Company’sreorganization in January 2003, and there have been no equity compensationplans adopted and no equity securities issued for any equity compensation planssince the Company’s reorganization in January 2003. As at December 31,2007, there were no outstanding equity compensation plans, options or warrantsto be exercised and no equity securities to be issued for such purposes.

 

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

 

Our presentation in thisManagement’s Discussion 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 ourfinancial 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.

 

**6.2          RESULTS OF OPERATIONS**

 

**6.2.1       Revenue and Expenses**

 

As described in Item 1hereof, the Company 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 thefiscal year ended December 31, 2007 were US$50,280 against US$79,720 ayear before. Expenses were for professional fees and miscellaneousadministrative expenses in the two fiscal years.

 

**6.2.2       Net Loss**

 

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

 

**6.2.3       Liquidity and Capital Resources**

 

As at December 31,2007, the balance of cash and cash equivalents for the Company was nil. TheCompany has currently retained no sources of liquidity other than the privatefinancing by cash in-flow from the principal stockholder, which is unsecuredand could be discontinued at any time.

 

**6.3          OFF-BALANCE SHEET ARRANGEMENTS**

 

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

 

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**6.4          PLAN OF OPERATION**

 

All statements presentedin this section regarding our financial position and operating and strategicinitiatives are forward-looking statements, where we or our managementexpress(es) an expectation or belief as to future results. Such expectation or beliefis expressed in good faith and believed to have a reasonable basis, but therecan be no assurance that the statement of expectation or belief will result orbe achieved or accomplished. Factors which could cause actual results to differmaterially from those anticipated include, but not limited to, general economicand business conditions, competition and development in the industries, thebusiness abilities and judgment of personnel, the impacts of unusual eventsresulting from ongoing evaluations of business strategies, and changes inbusiness strategies.

 

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

 

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

 

**6.5          ADDITIONAL CAUTIONARY STATEMENTS AND RISK FACTORS**

 

**6.5.1       Going Concern**

 

The financial statementspresented in this annual report have been prepared in conformity with generallyaccepted accounting principles, which contemplate continuation of the Companyas a going concern. However, substantial doubt has been raised with regard tothe ability of the Company to continue as a going concern, in light of the factthat as at December 31, 2007, the Company retained its total assets asminimal as US$10,875, and particularly, in this minimal amount of assets theCompany retained no cash or cash equivalents to support its needs of cashpayments for any current expenses which may be required for its continuation asa 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. 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 restructureits business and restart on a revenue-generating operation and/or raiseadditional capital funds to support its continuation. However, it is uncertainas for how long or to what extent such a period of time would be “reasonable”,and there can be no assurance that the financing from the principal stockholderwill not be discontinued.

 

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

 

These uncertainties mayresult in adverse effects on continuation of the Company as a going concern.The accompanying 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 stockis limited. Our common stock is currently traded on the Pink Sheets under thesymbol “PVEG.PK”. On January 31, 2008, the last reported sale price of ourcommon stock on the Pink Sheets was US$0.006 per share. However, we considerour common stock to be “thinly traded” and any last reported sale prices maynot 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 penny stocks.

 

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” rules promulgated by the SEC. Those rules impose certain salespractice requirements on brokers who sell penny stocks to persons other thanestablished customers and accredited investors (generally, institutions withassets in excess of US$5,000,000 or individuals with a net worth in excess ofUS$1,000,000). For transactions covered by the penny stock rules, the brokermust make a special suitability determination for the purchaser and receive thepurchaser’s written consent to the transaction prior to the sale. Furthermore,the penny stock rules generally require, among other things, that brokersengaged in secondary trading of penny stocks provide customers with writtendisclosure documents, monthly statements of the market value of penny stocks,disclosure of the bid and asked prices and disclosure of the compensation tothe brokerage firm and disclosure of the sales person working for the brokeragefirm. These rules and regulations adversely affect the ability of brokersto sell our common shares and limit the liquidity of our securities.

 

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**ITEM 7.  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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**MAZARS**

** **

**Report of Independent Certified Public Accountants**

** **

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, changesin stockholders’ equity and cash flows for the years then ended.  These financial statements are the responsibilityof the Company’s management.  Ourresponsibility is to express an opinion on these financial statements based onour audits.

 

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States).  Those standardsrequire that we plan and perform the audits to obtain reasonable assuranceabout whether the financial statements are free of material misstatement.  The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financialreporting.  Our audits includedconsideration of internal control over financial reporting as a basis fordesigning auditing procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audits also included examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimatesmade by management and evaluating the overall a financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all material aspects,the financial position of Pacific Vegas Global Strategies, Inc. as of December31, 2007 and 2006, and the results of its operations and its cash flows for theyears then ended, in conformity with accounting principles generally acceptedin 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, the Company has suffered recurring losses fromoperations and has a net capital deficit that raise substantial doubt about itsability to continue as a going concern. Management’s plans in regards to these matters are also described innote 2(b).  The financial statements donot include any adjustments that might result from the outcome of thisuncertainty.

 

/s/ MAZARS

*Certified Public Accountants*

Hong Kong    12 March 2008

 
| MAZARS CPA LIMITED                                                                    | **PRAXITY MEMBER**     |
|---------------------------------------------------------------------------------------|------------------------|
| 34th FLOOR, THE LEE GARDENS, 33 HYSAN AVENUE,  CAUSEWAY BAY, HONG KONG                | **GLOBAL ALLIANCE OF** |
| TEL: (852) 2909 5555 - FAX: (852) 2810 0032 -  info@mazars.com.hk - www.mazars.com.hk | **INDEPENDENT FIRMS**  |

 

Page 1 of 8

 

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**Pacific Vegas Global Strategies,Inc.**

** **

**Statements of Operations**

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** **
| ** **                                          | ** ** | **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 part ofthese consolidated financial statements.*

* *

Page 2 of 8

 

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**Pacific Vegas Global Strategies,Inc.**

** **

**Balance Sheets**

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** **
| ** **                                                                         | ** ** | **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 part ofthese consolidated financial statements.*

* *

Page 3 of 8

 

15

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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 expenses**                                   | ** **   | ** **                  | ** ** |   |   |
| 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 part ofthese consolidated financial statements.*

* *

Page 4 of 8

 

16

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**Pacific Vegas Global Strategies,Inc.**

** **

**Statements of Changes inStockholders’ Equity**

----

** **
|                         |       | Common  stock  |       |     |       |          |       |           |     |
|------------------------------|------------|----------------|------------|----------|------------|---------------|------------|----------------|----------|
|                         |       |           |       |     |       | Additional    |       |           |     |   |   |
|                         |       | Number  of     |       |     |       | paid-in       |       | Accumulated    |     |   |   |
|                         |       | Shares         |       | Amount   |       | capital       |       | 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 part ofthese consolidated financial statements.*

* *

Page 5 of 8

 

17

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**Pacific Vegas Global Strategies,Inc.**

** **

**Notes tothe Financial Statements**

----

** **

**1.             ORGANIZATION AND PRINCIPAL ACTIVITIES**

** **

PacificVegas Global Strategies, Inc. (“PVGS”), formerly known as GoaltimerInternational, Inc., was incorporated in Colorado on December 19, 1990.

 

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

 

**2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

** **

(a)           Basis of accounting

 

Thefinancial statements are presented in United States dollars and have beenprepared in accordance with accounting principles generally accepted in theUnited States of America.

 

(b)           Preparation of financial statements

 

The Companyhad a negative working capital and a stockholders’ deficit of US$96,675 andUS$96,675 respectively as of December 31, 2007. The accompanying financial statements have been prepared in conformitywith generally accepted accounting principles, which contemplate continuationof the Company as a going concern. However, a substantial doubt has been raised with regard to the abilityof 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.  Inlight of the situation, the Company has been contemplating practical plans fora business restructuring and/or possible arrangements to raise additionalcapital funds to support its continuation as a going concern, but there can beno assurance that the Company will be successful in procuring any of suchefforts.

 

Theprincipal stockholder, who is also the sole director of the Company, hasundertaken to finance the Company for a “reasonable” period of time for theCompany to continue as a going concern, assuming that in such period of timethe Company would be able to restructure its business and restart arevenue-generating operation and/or raise additional capital funds to supportits continuation as a going concern. However, the principal stockholder of the Company retains the right todiscontinue such financing at her own discretion in case the Company is unableto accomplish so in such period of time. It is uncertain as for how long or to what extent such period of timewould be “reasonable” to the discretion of the principal stockholder, and therecan be no assurance that the financing from the principal stockholder will notbe discontinued at any time.

 

Theseuncertainties may result in adverse effects on continuation of the Company as agoing concern.  The accompanyingfinancial statements do not reflect any adjustments that might result from theoutcome of these uncertainties.

 

Page 6 of8

 

18

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**Pacific Vegas Global Strategies,Inc.**

** **

**Notes to the Financial Statements**

----

** **

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

** **

(c)           Income taxes

 

TheCompany accounts for income tax under the provisions of SFAS No. 109, whichrequires 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

 

Partiesare considered to be related if one party has the ability to control the otherparty or exercise significant influence over the other party in makingfinancial and operating decisions.

 

(e)           Foreign currency translation

 

Foreigncurrency transactions during the year are translated into US dollars atapproximately the 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

 

Thepreparation of the financial statements in conformity with accountingprincipals generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect certain reportedamounts and disclosures.  Accordingly,actual amounts could differ from those estimates.

 

(g)           Fair value of financial statements

 

Theestimated 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 areno new accounting pronouncements for which adoption is expected to have amaterial effect on the Company’s financial statements.

 

Page 7 of8

 

19

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**Pacific Vegas Global Strategies,Inc.**

** **

**Notes to the Financial Statements**

----

 

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

** **

(i)            New accounting pronouncements

 

InSeptember 2006, the FASB issued Statement of Financial Accounting Standards(“SFAS”) No. 157, “*Fair Value Measurements”*(SFAS157), which defines fair value, establishes a framework for measuring fairvalue in generally accepted accounting principles, and expands disclosuresabout fair value measurements.  SFAS 157applies under other existing accounting pronouncements that require or permitfair value measurements, the FASB having previously concluded in thoseaccounting pronouncements that fair value is the relevant measurementattribute.  Accordingly, SFAS 157 doesnot require any new fair value measurements. However, the application of this statement may change the currentpractice for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal yearsbeginning after November 15, 2007, and interim periods within those fiscalyears.  The Company does not expect theadoption of SFAS 157 will have a material impact on its financial statements.

 

InFebruary 2007, the FASB issued SFAS No. 159, “The Fair Value Option forFinancial Assets and Financial Liabilities” (SFAS 159) which permits entitiesto choose to measure financial instruments and certain other items at fairvalue that are not currently required to be measured at fair value.  SFAS 159 will be effective for the Company onJanuary 1, 2008.  The Company does notexpect the adoption of SFAS 159 will have a material impact on its financialstatements.

 

**3.             INCOME TAXES**

** **

PVGS issubject to income taxes on an entity basis on income arising in or derived fromthe tax jurisdictions in which the entity is domiciled.  Effective from January 1, 2007, the Companyhas adopted the FASB Staff Position on Interpretation 48, “Accounting foruncertainty in Income Taxes”.  However,there is no significant impact on the Company’s financial statements.

 

**4.             LOSS PER SHARE**

** **

Basicloss per common share is calculated based on the weighted average number ofcommon stock outstanding during each period.

 

TheCompany had no potential common stock instruments with a dilutive effect forany period presented and therefore based and diluted earnings per share are thesame.

 

**5.             DUE TO A STOCKHOLDER**

** **

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

 

**6.             COMMITMENTS AND CONTINGENCIES**

** **

As ofDecember 31, 2007, the Company had no material outstanding commitment andcontingencies.

 

Page 8 of8

 

20

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

 

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

 

TheFormer Auditors’ audit report on the Company’s consolidated financialstatements for each of the past two fiscal years did not contain an adverseopinion or disclaimer of opinion, and was not qualified or modified as touncertainty, audit scope or accounting principles, except that the FormerAuditors’ report on the Company’s financial statements for the fiscal yearended December 31, 2006 included an explanatory paragraph describing theuncertainty as to the Company’s ability to continue as a going concern.

 

Duringthe Company’s two most recent fiscal years and through the subsequent interimperiod on or prior to June 29, 2007, (a) there were no disagreementsbetween the Company and the Former Auditors on any matter of accountingprinciples or practices, financial statement disclosure, or auditing scope orprocedure, which disagreements, if not resolved to the satisfaction of theFormer Auditors, would have caused the Former Auditors to make reference to thesubject matter of the disagreement in connection with its report; and (b) noreportable events as set forth in Item 304(a)(1)(iv)(A) through (E) ofRegulation S-B have occurred.

 

Askey members of the Former Auditors servicing the Company previously have beenwith Mazars CPA Limited, the Board appointed Mazars CPA Limited as the Company’snew independent auditors (the “**New Auditors**”),effective from June 29, 2007.

 

Duringthe Company’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.

 

 

21

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**ITEM8A.               CONTROLS AND PROCEDURES**

 

Underthe supervision and with the participation of our management, including ourprincipal executive officer and principal financial officer, we conducted anevaluation of our disclosure controls and procedures, as such term is definedunder Rule 13a-14(c) promulgated under the Securities Exchange Act of1934, as amended (Exchange Act), during the period covered by this report. Basedon this evaluation, our principal executive officer and principal financialofficer concluded that our disclosure controls and procedures are effective toensure that information required to be disclosed in our filings under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reportedwithin the time periods specified in the Securities and Exchange Commission rules andto ensure that information required to be disclosed by us in the reports wefile or submit under the Securities Exchange Act is accumulated andcommunicated to management, including our principal executive and principalfinancial officers, or persons performing similar functions, as appropriate toallow timely decisions regarding required disclosures.

 

**ITEM 8B.               OTHER INFORMATION**

 

None

 

**PART III**

 

**9.1**          **DIRECTORS AND EXECUTIVEOFFICERS**

 

                Information of our directors andexecutive officers during the year and as of December 31, 2007 is setforth 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)          |       |                  |

----

| (1)    |   | The  business address is 16/F, Winsome House, 73 Wyndham Street, Central, Hong  Kong.                                                                                                                                    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                     |   |   |
| (2)    |   | The  term of office of each officer is at the discretion of the board of  directors.                                                                                                                                     |
|   |   |                                                                                                                                                                                                                     |   |   |
| (3)    |   | Appointed  to serve as Director, Chief Executive Officer and Chief Financial Officer  effective from August 23, 2007.                                                                                               |
|   |   |                                                                                                                                                                                                                     |   |   |
| (4)    |   | Resigned  as Director and Secretary, President and Chief Executive Officer and Chief  Financial Officer effective from August 23, 2007. 

Appointed  as Chief Financial Officer effective from March 15, 2007. |
|   |   |                                                                                                                                                                                                                     |   |   |
| (5)    |   | Resigned  as Executive Vice President and Chief Financial Officer effective  March 15, 2007.                                                                                                                        |

 

 

22

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**KwanSin Yee**, Director, Chief Executive Officer and Chief Financial Officer of theCompany, was the second largest major shareholder prior to acquiring 36,500,000shares from Raymond Chou. During the past five years, Ms. Kwan has notbeen involved in or associated with any business nor the management of anycompany.  Ms. Kwan does not have anyfamily relationships with any other directors, executive officers, or personsnominated 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.

 

**RaymondChou**, Director and Secretary, President and Chief Executive Officer. Mr. Chouholds a bachelor degree in business administration from the University ofMacau. Mr. Chou has been in his current positions since January 2003.He also served as the managing director for the period of June 2000through November 2005 for CTGH, which was a wholly owned subsidiary of theCompany for the period of January 2003 through November 2005. Mr. Chouwas in the position as the managing director of Shanghai HYD Industries Ltd.for the period of May 1999 through January 2003.

 

**RichardWang**, Executive Vice President and Chief Financial Officer. Mr. Wangholds a master degree in economics from Fudan University. Mr. Wang hasbeen in his current positions since January 2003. He also served as adirector for the period of June 2000 through November 2005 for CTGH,which was a wholly owned subsidiary of the Company for the period of January 2003through November 2005. Mr. Wang was in the position as the generalmanager for Shanghai HYD Industries Ltd. for the period of June 1996 throughJune 2000.

 

Priorto the appointment of Ms Kwan Sin Yee in August 23, 2007, Mr. RaymondChou and Mr. Richard Wang were the only two executive officers and theonly two employees of the Company since January 1, 2005.

 

Otherthan the appointment of Ms Kwan Sin Yee as director, Chief Executive Officerand Chief Financial Officer in August 23, 2007, there was no other personnominated or chosen to any positions as directors or executive officers for theCompany during the period covered by this report.

 

Noneof our existing directors and/or executive officers holds any positions asdirector or officer in any other reporting companies.

 

23

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Noneof our existing directors and/or executive officers has been involved in anylegal proceedings or such events as required to be disclosed under Item 4.01(d) ofRegulation S-B.

 

Therehas been no material change to the procedures by which our stockholders mayrecommend nominees to our board of directors since our last disclosure inresponse to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A andItem 4.01(g) of Regulation S-B.

 

**9.2          COMPLIANCE WITH SECTION 16(A) OFTHE EXCHANGE ACT**

 

Basedsolely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuantto 17 CFR 240.16a-3(e) during our most recent fiscal year and Form 5and amendments thereto furnished 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 COMMITTEEFINANCIAL EXPERT**

 

Currentlythe Company does not have a separately-designated standing audit committeeestablished in accordance with section 3(a)(58)(A) of the Exchange Act, oran equivalent committee performing similar functions. Our entire board ofdirectors is acting as the audit committee for the Company as specified insection 3(a)(58)(B) of the Exchange Act.

 

Currentlythe Company does not have at least one audit committee financial expert servingon our 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.

 

**9.4          CODE OF ETHICS**

 

TheCompany has adopted a code of ethics that applies to all of our employees,including our chief executive officer and chief financial officer, and hasfiled a copy of such code of ethics with the SEC as Exhibit 14.1 to ourannual reports on Form 10-KSB for the fiscal years ended December 31,2003 and 2004, respectively, pursuant to Item 4.06 of Regulation S-B. However,since the Company is no 

 

 

24

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longerengaged in or related to the business of sportsbook, certain sections thereofspecifically related to the business of sportsbook are to be amendedaccordingly.

 

**ITEM10.               EXECUTIVE COMPENSATION**

 

**10.1        SUMMARY COMPENSATION TABLE**

 

Effectiveas of January 1, 2005, based upon a mutual agreement between the Companyand our chief executive officer and chief financial officer, there has been nocompensation or remuneration from the Company, whether in cash or in kind,awarded to, earned by and/or paid to our chief executive officer and chieffinancial officer for their services rendered in all capacities to the Company.

 

Thefollowing table, and its accompanying explanatory footnotes, presents theinformation of annual and long-term compensation, including all plan andnon-plan compensation, whether in cash or non-cash, awarded to, earned byand/or paid to our chief executive officer and chief financial officer fortheir services rendered in all capacities to the Company and its subsidiariesfor the last two fiscal years ended December 31, 2007 and 2006. Other thanthe compensation listed below, there has been no compensation from the Company,whether in cash or non-cash, by plan or non-plan, awarded to, earned by and/orpaid to any of our executive 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            |       | —              |       | —    |       | —                |       | —                         |

----

| (1)    |                                                                                                       | Kwan  Sin Yee was appointed in August 23, 2007 and there was no compensation  paid to her in 2007.        |
|--------|------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                       | Raymond  Chou resigned as of August 23, 2007 and there was no compensation paid  to him in 2007 and 2006. |
|   | Richard  Wang resigned as of March 15, 2007 and there was no compensation paid to  him 2007 and 2006. |

 

25

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**10.2        SUMMARY OF OPTION GRANTS**

 

Therehas been no grant of any stock options made to any executive officers or anyemployees of the Company or its subsidiaries in the last four fiscal yearssince the Company’s reorganization with CTGH in January 2003.

 

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

 

Thefollowing table sets forth the number of shares of our common stock ownedbeneficially as at December 31, 2007 by each person known by us to haveowned beneficially more than five percent of such shares then outstanding, byeach of our directors and officers and by all of our directors and officers asa group. This information gives effect to securities deemed outstandingpursuant to Rule 13d 3(d)(l) under the Securities Exchange Act of1934, as amended. As to the knowledge of our management, no person ownsbeneficially more than five percent of the Company’s outstanding 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                                    |

----

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

 

(2)           The business address 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.

 

26

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                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 August 23, 2007.

 

**ITEM12.               CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS**

 

Therewere no related party transactions other than the private financing by loansfrom our principal stockholder, who is also the sole director of the Company,during the last two fiscal years ended December 31, 2007 and 2006. Allprivate loans from the principal stockholder to the Company were unsecured,interest free and not subject to fixed term of repayment.

 

Furtherdetails of related party transactions and balances for the fiscal years 2007and 2006 are set forth in Note 3(f) to the consolidated financialstatements presented under Item 6 hereof.

 

**ITEM13.               EXHIBITS**

 

(a) Thefollowing exhibits are filed herewith:

 

Exhibit 31.1            Certification of Chief ExecutiveOfficer pursuant to Rule 13a-14(a)

 

Exhibit 31.2            Certification of Chief FinancialOfficer pursuant to Rule 13a-14(a)

 

Exhibit 32.1            Certification of Chief ExecutiveOfficer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350

 

Exhibit 32.2            Certification of Chief FinancialOfficer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350

 

 (b) Reports on Form 8-K

 

TheCompany has filed a Form 8-K on March 16, 2007 reporting theresignation of Richard Wang as Executive Vice President and Chief FinancialOfficer and the appointment of Raymond Chou as Chief Financial Officer.

 

TheCompany has filed a Form 8-K on July 16, 2007 reporting theresignation of Moores Rowland Mazars and the appointment of Mazars CPA Limitedas auditor of the Company.

 

27

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TheCompany has filed a Form 8-K on August 24, 2007 reporting theresignation of Raymond Chou and the appointment of Kwan Sin Yee as the Company’ssole director and Chairwoman, Chief Executive Officer and Chief FinancialOfficer.

 

**ITEM14.               PRINCIPAL ACCOUNTANTFEES AND SERVICES**

 

(1)      **Audit Fees**. The aggregate fees billed for each of the lasttwo fiscal years for professional services rendered by our principal accountantfor the audit of our annual financial statements and review of financialstatements included in our quarterly reports on Form 10-QSB or servicesthat are normally provided by the accountant in connection with statutory andregulatory filings or engagements for those fiscal years were US$29,986 forfiscal 2007 and US$26,000 for fiscal 2006.

 

(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 2007 and 2006.

 

(3)      **Tax Fees**. The aggregate fees billed in each of the last twofiscal years for professional services rendered by our principal accountant fortax compliance, tax advice, and tax planning were nil.

 

(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)      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**

 

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

 

**PACIFIC VEGAS GLOBAL STRATEGIES, INC.**

Registrant

 
| Date:  | March 21,  2008 |   | By:    | /s/  KWAN SIN YEE                      |
|--------|----------------------|--------|--------|----------------------------------------|
|   |                 |   |   | Kwan  Sin Yee                          |
|   |                 |   |   | President  and Chief Executive Officer |
|        |                      |        |        |                                        |  |  |

 

Inaccordance with the Exchange Act, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 
| **NAME**          | ** ** | **TITLE**                            | ** ** | **DATE**            |
|-------------------|------------|--------------------------------------|------------|---------------------|
|              |       |                                 |       |                |
| /s/  KWAN SIN YEE |       | President,  Chief Executive Officer, |       | March 21, 2008 |
| Kwan  Sin Yee     |       | Secretary  and Director              |       |                |
|              |       |                                 |       |                |
| /s/  KWAN SIN YEE |       | Chief  Financial Officer             |       | March 21, 2008 |
| Kwan  Sin Yee     |       |                                 |       |                |

 

 

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