** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-KSB**

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

**For the fiscal year endedDecember 31, 2006**

**Commission file number 0-49701**

**PACIFICVEGAS GLOBAL STRATEGIES, INC.**

(Name of small businessissuer 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)

**(001)(852) 3154-9370**(Issuer’s telephone number)

Securities registeredunder Section 12(g) of the Exchange Act:

**CommonStock, 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.   o

Checkwhether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been 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.  x

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of 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$257,718**.

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 shareholders,by **US$0.005**, the average bid andasked price of the issuer’s common stock as at March 8, 2007, such datebeing within 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 March 15,2007.

Documentsincorporated by reference:  NONE.

Transitional Small Business Disclosure Format:  YES o    NO x

 

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**PART   I**

**ITEM 1.**                    DESCRIPTION OFORGANIZATION AND BUSINESS

**1.1**                                              INTRODUCTION

All statements other than statements of historicalfact presented in this annual report regarding our financial position andoperating and strategic initiatives and addressing industry developments areforward-looking statements, where we or our management express(es) anexpectation or belief as to future results. Such expectation or belief isexpressed in good faith and believed to have a reasonable basis, but there canbe no assurance that the statements of such expectation or belief will resultor be achieved or accomplished. Actual results of operations may differmaterially.

Ourprincipal executive office is located at 16/F, Winsome House, 73 WyndhamStreet, Central, Hong Kong, telephone (011) (852) 3154-9370.

**1.2**                                              THECORPORATION AND ACQUISITION OF CTGH

PacificVegas Global Strategies, Inc. (the “Company” or “PVGS”), formerly known asGoaltimer International, Inc., was incorporated in Colorado onDecember 19, 1990. Prior to the acquisition of Cyber Technology GroupHoldings Ltd. (“CTGH”) as described herein, the Company entered into andoperated a business of development and sales of time and personal managementproducts. The Company had discontinued such business and become a non-operatingpublic shell since 1994, and remained as a shell company with its onlyactivities of accruing loan interest on notes payable and looking for a mergercandidate.

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

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

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theCompany passed to the shareholders of CTGH, and CTGH became a wholly ownedsubsidiary of the Company.

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

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

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

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

**1.3**                                              BUSINESSOPERATIONS

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

Revenuefrom operations of sportsbook business was the only revenue source for theCompany in the last four 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 and 2006 since the operations of sportsbook business were ceased and thendiscontinued.

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

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

Inthe last four fiscal years there was no business other than the aforementionedsportsbook business operated by the Company.

**1.4**                                              DISPOSITIONOF CTGH

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

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

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

Inaccordance with SFAS 144 “Accounting for the Impairment or Disposal ofLong-Lived Assets”, the Company reported CTGH as a discontinued operationduring the year, and the audited financial results for the fiscal year 2004 hadbeen restated and presented in the consolidated financial statements on thesame basis accordingly.

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**1.5**                                              CURRENTSTATUS

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

**1.6**                                              EMPLOYEES

Forthe fiscal years 2006 and 2005, the Company had 2 employees, both full time,with no compensation, whether in cash or in kind, in the capacities as chiefexecutive officer and chief financial officer respectively.

**1.7**                                              ADDITIONAL INFORMATION

**1.7.1**                                    Compliance with Environmental Laws

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

**1.7.2**                                    Other Information

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

As atDecember 31, 2006, 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

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

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The Company is not required to deliver an annualreport to our shareholders. Our shareholders and the public may obtain anyreports and other information materials that the Company filed with the SEC byvisiting the SEC’s website at http://www.sec.gov or SEC’s Public ReferenceRoom at 100 F Street, N.E., Washington, D.C. 20549, or by calling the SECat 1-800-SEC-0330.

**ITEM 2.**                    DESCRIPTION OF PROPERTY

**2.1**                                              OPERATING LEASE

Currentlythe Company maintains its office in Hong Kong, which has been provided by ourprincipal shareholder, with no rental charges to the Company. However, theprincipal shareholder retains his right to discontinue this arrangement at hisown discretion, and there can be no assurance that this arrangement by theprincipal shareholder will not be discontinued at any time.

**2.2**                                              INVESTMENT POLICIES

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

**ITEM 3.**                    LEGAL PROCEEDINGS

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

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

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

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

**ITEM 4.**                    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

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

**PART   II**

**ITEM 5.**                    MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS

**5.1**                                              OUTSTANDING SHARES AND SHAREHOLDERS

As atDecember 31, 2006, there were 99,963,615 shares of PVGS common stock with nopar value issued and outstanding, and there were approximately 1,153 holders ofrecord and beneficial holders of PVGS common stock.

**5.2**                                              MARKET FOR PVGS COMMON STOCK

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

Thenature of the market for common stocks trading on the Pink Sheets is 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:

| QUARTER ENDED       | ** ** | **HIGH** | ** ** | **LOW**  | ** ** |
|--------------------------|------------|----------|------------|----------|------------|
|                     |       |     |       |     |       |
| 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 |       |
|                     |       |     |       |     |       |
| March 31,  2005     |       | US$0.02  |       | US$0.02  |       |
| June 30,  2005      |       | US$0.065 |       | US$0.06  |       |
| September 30,  2005 |       | US$0.025 |       | US$0.025 |       |
| December 31, 2005   |       | US$0.016 |       | US$0.016 |       |

 

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

**5.3**                                              RELATED MATTERS

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

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

Therewere no previously authorized equity compensation plans carried forward uponthe Company’s reorganization in January 2003, and there have been noequity compensation plans adopted and no equity securities issued for anyequity compensation plans since the Company’s reorganization in January 2003.As at December 31, 2006, there were no outstanding equity compensationplans, options or warrants to be exercised and no equity securities to beissued for such purposes.

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

Ourpresentation in this Management’s Discussion and Analysis or Plan of Operationcontains a number of forward-looking statements within the meaning ofSection 27 A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. Theseforward-looking statements are based on management’s current projections orexpectations with regard to the future operations of business. Such projectionsor expectations are expressed in good faith and believed to have a reasonablebasis, but there can be no assurance that such projections or expectations willprove to be correct or accurate, and as a result of certain risks anduncertainties, actual results of operations may differ materially.

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**6.1**                                              CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Our audited consolidated financial statements and thenotes thereto contain more details of critical accounting policies and otherdisclosures required by generally accepted accounting principles.

**6.2**                                              RESULTS OF OPERATIONS

**6.2.1**                                    Revenue and Expenses

Asdescribed in Item 1 hereof, the Company has remained in an inactive ornon-operating status since December 6, 2004. There was no active businessoperated and no revenue earned by the Company for the fiscal years endedDecember 31, 2005 and 2006.

Totalexpenses for the fiscal year ended December 31, 2006 were US$79,720against US$100,880 a year before. Expenses were for professional fees andmiscellaneous administrative expenses in the two fiscal years.

**6.2.2**                                    Net Income/Loss

NetLoss for the fiscal year ended December 31, 2006 was US79,720 against a netincome of US$793,410 a year before. The net income for the fiscal year endedDecember 31, 2005 was gained from disposal of the discontinued operation.

TheCompany reported CTGH as a discontinued operation in 2005 and restated theresults of discontinued operation in accordance with SFAS 144 “Accounting forthe Impairment or Disposal of Long-Lived Assets”, based on which there was aprofit of US$894,290 from the discontinued operation for the fiscal year 2005.

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**6.2.3**                                    Liquidity and Capital Resources

As atDecember 31, 2006, the balance of cash and cash equivalents for theCompany was nil. The Company has currently retained no sources of liquidityother than the private financing by cash in-flow from the principalshareholder, which is unsecured and could be discontinued at any time.

**6.3**                                              OFF-BALANCE SHEET ARRANGEMENTS

Therewere no off-balance sheet arrangements as defined in Item 303(c) ofRegulation S-B, as at the end of the fiscal year 2006 and any interim period inthe current fiscal year.

**6.4**                                              PLAN OF OPERATION

Allstatements presented in this section regarding our financial position andoperating and strategic initiatives are forward-looking statements, where we orour management 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 of expectationor belief will result or be achieved or accomplished. Factors which could causeactual results to differ materially from those anticipated include, but notlimited 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.

TheCompany has been in an inactive or non-operating status since December 6,2004, and currently remains as a shell company with its only activities ofaccruing minimal non-operating expenses. It is expected that the Company willremain in such status until a reorganization with a selected entity takesplace.

As a part of our plan, we expect our next move tobe a reorganization with a selected entity, for the Company to acquiresufficient capital funds and engage into a selected business. However, therecan be no assurance as to when or whether the Company will be able to accomplishthis plan.

**6.5**                                              ADDITIONAL CAUTIONARY STATEMENTS AND RISKFACTORS

**6.5.1**                                    Going Concern

The financial statements presented in this annualreport have been prepared in conformity with generally accepted accountingprinciples, which contemplate continuation of the Company as a going concern.However, a substantial doubt has been raised with regard to the ability of theCompany to continue as a going concern, in light of that as atDecember 31, 2006, the Company retained its total 

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assets as minimal as US$10,445, and particularly, inthis minimal amount of assets the Company retained no cash or cash equivalentsto support its needs of cash payments for any current expenses whichmay be required for its continuation as a going concern.

The Company has maintained no revenue-generating orcash in-flow operations since December 6, 2004 and has relied on theprivate financing by cash in-flow from the principal shareholder of theCompany, who has undertaken to finance the Company in cash for a “reasonable”period of time for the Company to continue as a going concern, assuming that insuch a period of time the Company would be able to restructure its business andrestart on a revenue-generating operation and/or raise additional capital fundsto support its continuation. However, it is uncertain as for how long or towhat extent such a period of time would be “reasonable”, and there can be noassurance that the financing from the principal shareholder will not bediscontinued.

Other than the private financing by cash in-flow fromthe principal shareholder, which is unsecured and could be discontinued at anytime, the Company has currently preserved no sources of liquidity to supportits 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.

**6.5.2**                                    Limited Market

The market for our stock is limited. Our common stockis currently traded on the Pink Sheets under the symbol “PVEG.PK”. OnMarch 8, 2007, the last reported sale price of our common stock on thePink Sheets was US$0.005 per share. However, we consider our common stock to be“thinly traded” and any last reported sale prices may not be a truemarket-based valuation of the common stock.

Our common stock is considered to be a “penny stock”and, as such, the market for our common stock may be further limited bycertain SEC rules applicable to penny stocks.

As long as the price of our common stock remains belowUS$5.00 per share or we have net tangible assets of US$2,000,000 or less, ourcommon shares are likely to be subject to certain “penny stock”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 

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prior to the sale. Furthermore, the penny stockrules generally require, among other things, that brokers engaged insecondary trading of penny stocks provide customers with written disclosure documents,monthly statements of the market value of penny stocks, disclosure of the bidand asked prices and disclosure of the compensation to the brokerage firm anddisclosure of the sales person working for the brokerage firm. Theserules and regulations adversely affect the ability of brokers to sell ourcommon shares and limit the liquidity of our securities.

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**ITEM 7.**                    FINANCIAL STATEMENTS

**Table of Contents**

Report of Independent RegisteredAccounting Firm

Financial Statements:

Consolidated BalanceSheets

Consolidated Statementsof Operations

Consolidated Statementsof Changes in Stockholders’ Equity

Consolidated Statementsof Cash Flows

Notes to ConsolidatedFinancial Statements

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| Moores Rowland Mazars                                |   | Chartered Accountants  Certified Public Accountants |
|------------------------------------------------------|--------|-----------------------------------------------------|
| ** **                                           |   |                                                |
| **Report of Independent Registered Accounting Firm** |   | 34th Floor, The Lee Gardens                         |
|                                                 |   | 33 Hysan Avenue                                     |
|                                                 |   | Causeway Bay Hong Kong                              |
|                                                 |   |                                                |
|                                                 |   | Tel: (852) 2909 5555                                |
|                                                 |   | Fax: (852) 2810 0032                                |
|                                                 |   |                                                |
|                                                 |   | Email: info@mr-mazars.com.hk                        |
|                                                 |   | Website: www.mr-mazars.com.hk                       |

 

To theStockholders and Board of Directors**Pacific Vegas Global Strategies, Inc.***(incorporated in Colorado with limited liability)*

We have audited the accompanying consolidated balance sheets of PacificVegas Global Strategies, Inc. as of December 31, 2006and 2005, and the related consolidated statements of operations, changes instockholders’ equity and cash flows for the years thenended.  These consolidated financial statementsare the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these consolidated financial statements based onour audits.

We conducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

In our opinion, the consolidated financial statementsreferred to above present fairly, in all material respects, the consolidatedfinancial position of Pacific Vegas Global Strategies, Inc. as of December 31,2006 and 2005, 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 accompanying financial statements have been prepared assuming theCompany will continue as a going concern. As discussed in Note 3(c) to thefinancial statements, the Company has suffered recurring losses from operationsand has a net capital deficit that raise substantial doubt about its ability tocontinue as a going concern. Management’s plans in regards to these matters arealso described in Note 3(c). The financial statements do not include anyadjustments that might result from the outcome of this uncertainty.

/s/ Moores Rowland Mazars

*Chartered AccountantsCertified Public Accountants*Hong KongMarch 30, 2007

 

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**Pacific Vegas Global Strategies, Inc.**

**Consolidated Statements of Operations**

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| ** **                                             | ** ** | ** ** | ** ** | **Year ended December 31,** | ** ** |
|--------------------------------------------------------|------------|------------|------------|--------------------------------------------|------------|
| ** **                                             | ** ** | ***Note*** | ** ** | **2006**                                   | ** ** | **2005** | ** ** |
| ** **                                             | ** ** | ** ** | ** ** | **US$**                                    | ** ** | **US$** | ** ** |
| ** **                                             | ** ** | ** ** |       |                                       |       |   |   |
| **Revenue**                                            | ** ** | ** ** |       | **—**                                 |       | — |   |
| ** **                                             | ** ** | ** ** |       |                                       |       |   |   |
| ** **                                             | ** ** | ** ** |       |                                       |       |   |   |
| **Expenses**                                           | ** ** | ** ** |       |                                       |       |   |   |
| General and  administrative expenses                   | ** ** | ** ** |       | **(79,720**                                | **)**      | (100,880 | ) |
|                                                   | ** ** | ** ** |       | ** **                                 |       |   |   |
| **Loss from continuing operations  before income tax** | ** ** | ** ** |       | **(79,720**                                | **)**      | (100,880 | ) |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| Income tax expense                                     | * *   | *4*        | ** ** | **—**                                 |       | — |   |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| Loss from continuing operations                        | ** ** | ** ** |       | **(79,720**                                | **)**      | (100,880 | ) |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| **Discontinued operations**                            | ** ** | ** ** |       |                                       |       |   |   |
| Profit from discontinued  operations                   | * *   | *5*        | ** ** | **—**                                 |       | 894,290 |   |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| **Net (loss) profit**                                  | ** ** | ** ** |       | **(79,720**                                | **)**      | 793,410 |   |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| Earnings (Loss) per share:                             | ** ** | ** ** |       |                                       |       |   |   |
| Basic net (loss) from  continuing operations           | * *   | *6*        | ** ** | **(0.00**                                  | **)**      | (0.00 | ) |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| Basic net earnings from  discontinued operations       | * *   | *6*        | ** ** | **—**                                 |       | 0.01 |   |
|                                                   | ** ** | ** ** |       |                                       |       |   |   |
| Weighted average number of  common stock outstanding   | ** ** | ** ** |       | **99,963,615**                             |       | 99,963,615 |   |

 

*Theaccompanying notes are an integral part of these consolidated financialstatements.*

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**Pacific Vegas Global Strategies, Inc.**

**Consolidated Balance Sheets**

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| ** **                                                                         | ** ** | ** ** | ** **   | **As of December 31,** | ** ** |
|------------------------------------------------------------------------------------|------------|------------|--------------|---------------------------------------|------------|
| ** **                                                                         | ** ** | **Note**   | ** **   | **2006**                              | ** ** | **2005** | ** ** |
| ** **                                                                         | ** ** | ** ** | ** **   | **US$**                               | ** ** | **US$** | ** ** |
| **ASSETS**                                                                         | * *   | * *   | *** *** | *** ***                          | * *   | * * | * * |
| **Current  assets**                                                                | * *   | * *   | ** **   | ** **                            |       |   |   |
| Deposits and prepayments                                                           | * *   | * *   | ** **   | **10,445**                            |       | 70,548 |   |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Total  current assets**                                                          | * *   | * *   | ** **   | **10,445**                            |       | 70,548 |   |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Total  assets**                                                                  | * *   | * *   | ** **   | **10,445**                            |       | 70,548 |   |
| ** **                                                                         | * *   | * *   | ** **   | ** **                            |       |   |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                     | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Current  liabilities**                                                           | * *   | * *   | ** **   | ** **                            |       |   |   |
| Due to a  shareholder                                                              | * *   | *7*        | ** **   | **38,095**                            |       | — |   |
| Accrued expenses                                                                   | * *   | * *   | ** **   | **18,745**                            |       | 37,223 |   |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Total****current liabilities**                                                   | * *   | * *   | ** **   | **56,840**                            |       | 37,223 |   |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Stockholders’  (deficit) equity**                                           | * *   | * *   | ** **   | ** **                            |       |   |   |
| Common stock,                                                                      | * *   | * *   | ** **   | ** **                            |       |   |   |
| Authorized:                                                                        | * *   | * *   | ** **   | ** **                            |       |   |   |
| No par value, 500,000,000 shares of common stock as  of December 31, 2006 and 2005 | * *   | *8*        | ** **   | ** **                            |       |   |   |
| Issued and outstanding:                                                            | * *   | * *   | ** **   | **—**                            |       | — |   |
| No par value, 99,963,615 shares of  common stock as of December 31, 2006 and 2005  | * *   | * *   | ** **   | ** **                            |       |   |   |
| Additional paid-in  capital                                                        | * *   | *9*        | ** **   | **2,500,000**                         |       | 2,500,000 |   |
| Accumulated  losses                                                                | * *   | * *   | ** **   | **(2,546,395**                        | **)**      | (2,466,675 | ) |
|                                                                               | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Total  stockholders’ (deficit) equity**                                     | * *   | * *   | ** **   | **(46,395**                           | **)**      | 33,325 |   |
| ** **                                                                         | * *   | * *   | ** **   | ** **                            |       |   |   |
| **Total liabilities and  stockholders’ equity**                               | * *   | * *   | ** **   | **10,445**                            |       | 70,548 |   |

* *

*The accompanyingnotes are an integral part of these consolidated financial statements.*

16

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**Pacific Vegas Global Strategies, Inc.**

**Consolidated Statements of Cash Flows**

----

 
| ** **                                                                           | ** **   | **Year ended December 31,** | ** **   |
|--------------------------------------------------------------------------------------|--------------|--------------------------------------------|--------------|
| ** **                                                                           | ** **   | **2006**                                   | ** **   | **2005** | ** ** |
| ** **                                                                           | *** *** | ***US$***                                  | *** *** | ***US$*** | *** *** |
| **Cash  flows used in operating activities**                                         | ** **   | ** **                                 |         |   |   |
| Net (loss)  profit                                                                   | ** **   | **(79,720**                                | **)**        | 793,410 |   |
| Adjustment to  reconcile net (loss) profit to net cash used in operating activities: | ** **   | ** **                                 |         |   |   |
| Profit on  disposal of discontinued operations                                       | ** **   | **—**                                 |         | (985,519 | ) |
| Changes in  operating assets and liabilities:                                        | ** **   | ** **                                 |         |   |   |
| Deposits                                                                             | ** **   | **—**                                 |         | 15,761 |   |
| Other current asset                                                                  | ** **   | **60,103**                                 |         | (70,548 | ) |
| Due to a shareholder                                                                 | ** **   | **38,095**                                 |         | — |   |
| Accrued expenses                                                                     | ** **   | **(18,478**                                | **)**        | (91,259 | ) |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| **Net  cash used in operating activities**                                           | ** **   | **—**                                 |         | (338,155 | ) |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| **Cash  flows from investing activities**                                            | ** **   | ** **                                 |         |   |   |
| Disposal of discontinued  operations                                                 | ** **   | **—**                                 |         | 114,523 |   |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| **Net  cash from investing activities**                                              | ** **   | **—**                                 |         | 114,523 |   |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| **Cash  flows from financing activities**                                            | ** **   | ** **                                 |         |   |   |
| Due to a director                                                                    | ** **   | **—**                                 |         | 183,126 |   |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| Net cash from  financing activities                                                  | ** **   | **—**                                 |         | 183,126 |   |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| **Net  decrease in cash and cash equivalents**                                       | ** **   | **—**                                 |         | (40,506 | ) |
| Cash and cash  equivalents, beginning of year                                        | ** **   | **—**                                 |         | 40,506 |   |
|                                                                                 | ** **   | ** **                                 |         |   |   |
| Cash and cash  equivalents, end of year                                              | ** **   | **—**                                 |         | — |   |

 

*Theaccompanying notes are an integral part of these consolidated financialstatements.*

17

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**Pacific Vegas Global Strategies, Inc.**

**Consolidated Statement of Changes in Stockholders’ Equity**

----

 
| ** **                            | ** ** | **Common stock**      | ** ** | ** ** | ** ** | ** **                       | ** ** | ** **              | ** ** |
|---------------------------------------|------------|----------------------------|------------|------------|------------|----------------------------------|------------|-------------------------|------------|
| ** **                            | ** ** | **Number of  shares** | ** ** | **Amount** | ** ** | **Additional  paid-in  capital** | ** ** | **Accumulated  losses** | ** ** | **Total** | ** ** |
| ** **                            | ** ** | ** **                 | ** ** | **US$**    | ** ** | **US$**                          | ** ** | **US$**                 | ** ** | **US$** | ** ** |
|                                  |       |                       |       |       |       |                             |       |                    |       |   |   |
| As of January 1, 2005                 |       | 99,963,615                 |       | —     |       | 2,425,988                        |       | (3,260,085              | )          | (834,097 | ) |
|                                  |       |                       |       |       |       |                             |       |                    |       |   |   |
| Reversal of other payables *(Note 9)* |       | —                     |       | —     |       | 74,012                           |       | —                  |       | 74,012 |   |
|                                  |       |                       |       |       |       |                             |       |                    |       |   |   |
| Total comprehensive income:           |       |                       |       |       |       |                             |       |                    |       |   |   |
| Net profit for the year               |       | —                     |       | —     |       | —                           |       | 793,410                 |       | 793,410 |   |
|                                  |       |                       |       |       |       |                             |       |                    |       |   |   |
| As of December 31, 2005               |       | 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** | **)** |

 

*The accompanying notes are an integral part ofthese consolidated financial statements.*

18

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

**1.             ORGANIZATIONAND PRINCIPAL ACTIVITIES**

PacificVegas Global Strategies, Inc. (“PVGS”), formerly known as GoaltimerInternational, Inc., was incorporated in Colorado on December 19, 1990.  Prior to the reorganization (as described inNote 2 below) with Cyber Technology Group Holdings Limited (“CTGH”) on January8, 2003, the principal business of PVGS was the development and selling of timeand personal management products.  PVGShad discontinued such operations since 1994 and its only activity had beenaccruing loan interest on notes payable and looking for a merger candidate.

Uponthe completion of the reorganization, the principal business activities of PVGShad been, through CTGH and its subsidiaries, conducting an international sportsbook business from theCommonwealth of Dominicaby way of telecommunications and/or the Internet, until December 6, 2004, whenthe Board of Directors of PVGS resolved to cease the operations of sportsbookbusiness.

The Company hasbeen in an inactive or non-operating status since December 6, 2004, with itsonly activities of incurring general and administrative expenses.

On July 8, 2005, the Company entered into a Stock Purchase Agreement withan independent third party (the “Buyer”), pursuant to which the Company soldits entire 100% equity interest of CTGH for a consideration of US$125,000 incash together with an agreement from the Buyer to assume and pay allliabilities as shown in the consolidated balance sheet of CTGH as of 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 at thetime of closing.  The disposal wassubsequently closed on November 18, 2005.

In accordance with SFAS 144 “Accounting for the Impairment or Disposal ofLong-Lived Assets”, PVGS reported CTGH as a discontinued operation during theyear and the audited results of 2005 have been presented on the same basis (seenote 5).

**2.****                                      REORGANIZATION**

In November 2002, theBoards of Directors of PVGS and CTGH decided that PVGS would acquire CTGHthrough a plan of exchange under the laws of Colorado (the “Share ExchangeAgreement”).  Pursuant to the ShareExchange Agreement, and subject to the terms of this agreement PVGS wouldacquire 100% of the issued and outstanding shares of CTGH, all in exchange for60,000,000 new investment shares of common stock in PVGS.  The closing of this agreement was to takeplace on December 22, 2002.  The shareswere issued on December 22, 2002, but the closing was delayed until January 8,2003.

19

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

**2.****                                      REORGANIZATION(CONTINUED)**

For accountingpurposes, the transaction was treated as a recapitalization of CTGH with PVGSbeing the legal survivor and CTGH being the accounting survivor and theoperating entity. The SEC Staff’s Training Manual (Division of CorporateFinance — Accounting Disclosure Rules and Practices) indicates that thesetransactions are considered as capital transactions in substance rather thanbusiness combinations.  That is, thehistorical financial statements prior to January 8, 2003 are those of CTGH, eventhough they were labeled as those of PVGS. Accumulated losses of the accounting survivor, CTGH, is carried forwardafter the recapitalization.  Operationsprior to the recapitalization are those of the accounting survivor, CTGH.  Earnings per share for periods prior to therecapitalization are restated to reflect the equivalent number of shares.  Upon completion of the transaction, thefinancial statements become those of the operating company, with adjustments toreflect the changes in equity structure and receipt of the assets/liabilities ofthe public shell, PVGS.  Accordingly, theCompany’s stockholders’ equity as of January 1, 2003 has been recapitalized andrestated to properly disclose its issuance of 60,000,000 shares for the sharesexchange.

Following therecapitalization, PVGS held 100% of the issued and outstanding shares of CTGHand CTGH became a wholly-owned subsidiary of PVGS.

Prior to thereorganization, CTGH, Pacific Vegas Development Limited (“PVD”) and PacificVegas International Limited (“PVI”) were wholly owned by the same shareholder.  In April 2002, as a result of restructuring,PVD and PVI became subsidiaries of CTGH with no substantive change in theshareholder’s interest.

This transactioninvolved transfers among entities under common control and had been accountedfor in a manner similar to a pooling of interests.  Therefore, the consolidated financialstatements of CTGH reflect the financial position and results of operations asif the group structure had always been in existence.

**3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

(a)                                 Basisof accounting

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

(b)                                Principles of consolidation

The consolidatedfinancial statements include the accounts of PVGS and its subsidiaries up tothe date of disposal.  All materialintercompany balances and transactions have been eliminated on consolidation.

20

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

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

(c)                                 Preparation offinancial statements

TheCompany had a negative working capital and a negative stockholders’ equity ofUS$46,395 and US$46,395 respectively as of December 31, 2006. 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 Company has beencontemplating practical plans for a business restructuring and/or possiblearrangements to raise additional capital funds to support its continuation as agoing concern, but there can be no assurance that the Company will besuccessful in procuring any of such efforts.

The principal shareholder, who is also the sole director of theCompany, has undertaken to finance the Company for a “reasonable” period oftime for the Company to continue as a going concern, assuming that in suchperiod of time the Company would be able to restructure its business andrestart a revenue-generating operation and/or raise additional capital funds tosupport its continuation as a going concern. However, the principal shareholderof the Company retains his right to discontinue such financing at his owndiscretion in case the Company is unable to accomplish so in such period oftime. It is uncertain as for how long or to what extent such period of timewould be “reasonable” to the discretion of the principal shareholder, and therecan be no assurance that the financing from the principal shareholder will notbe discontinued at any time.

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

(d)                                Incometaxes

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

(e)                                 Operatingleases

Leases wheresubstantially all the rewards and risks of ownership of assets remain with theleasing company are accounted for as operating leases. Rentals payable underoperating leases are charged to the consolidated statement of operations on astraight-line basis over the lease terms. The operating lease charges amounted to US$Nil and US$9,068 for theyears ended December 31, 2006 and 2005, respectively.

21

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

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

(f)                                   Related parties

Parties areconsidered 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.

(g)                                Impairment of long-lived assets

The long-livedassets held and used by the Company are reviewed for impairment whenever eventsor changes in circumstances indicate that the carrying amount of assets may notbe recoverable.  It is reasonablypossible that these assets could become impaired as a result of technology orother industry changes.  Determination ofrecoverability of assets to be held and used is by comparing the carryingamount of an asset to future net undiscounted cash flows to be generated by theassets.  If such assets are considered tobe impaired, the impairment to be recognized is measured by the amount by whichthe carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at thelower of the carrying amount or fair value less costs to sell.

(h)                                Foreigncurrency translation

PVGS and its subsidiary in the Commonwealth of Dominica maintains itsbooks and records in United States dollars.  The books andrecords of PVGS’s subsidiaries in theBritish Virgin Islands and in Samoa are maintained in Hong Kong dollars.  Thefinancial statements of PVGS’s subsidiaries denominated in Hong Kong dollars havebeen translated into United States dollars in accordance with SFAS No. 52, “ForeignCurrency 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 at approximately the market exchange rates ruling at thebalance sheet date.  The effect on thestatements of operations of transaction gains and losses is insignificant forall periods presented.

(i)                                    Useof estimates

The preparation ofthe consolidated financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect certain reported amounts and disclosures.Accordingly, actual amounts could differ from those estimates.

(j)                                    Fairvalue of financial statements

The estimated fairvalues for financial instruments under SFAS No. 107, “Disclosuresabout 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 includescash and other payables, approximate their carrying values in the consolidatedfinancial statements because of the short-term maturity of those instruments.

(k)                                 Recentlyissued accounting standards

There are no newaccounting pronouncements for which adoption is expected to have a materialeffect on the Company’s consolidated financial statements.

22

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

**4.             INCOME TAXES**

PVGS and its subsidiaries are subject to income taxes on an entitybasis on income arising in or derived from the tax jurisdictions in which eachentity is domiciled.

No provision forwithholding or United States federal or state income taxes or tax benefits onthe undistributed earnings and/or losses of PVGS’s subsidiaries has beenprovided as the earnings of these subsidiaries, in the opinion of themanagement, will be reinvested indefinitely. Determination of the amount ofunrecognized deferred taxes on these earnings is not practical, however,unrecognized foreign tax credits would be available to reduce a portion of thetax liability.

Under the current laws of the BritishVirgin Islands, PVGS’s subsidiaries are not subject to tax on income or capitalgains, and no British Virgin Islands withholding tax will be imposed uponpayments of dividends to their stockholders.  Subsidiaries are not subject to any tax in Samoaand the Commonwealth of Dominica.

**5.             DISCONTINUEDOPERATIONS**

On July 8, 2005, the Company entered into a Stock Purchase Agreement withan independent third party (the “Buyer”), pursuant to which the Company soldits entire 100% equity interest of CTGH for a consideration of US$125,000 incash together with an agreement from the Buyer to assume and pay allliabilities as shown in the consolidated balance sheet of CTGH as of 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 at thetime of closing. The disposal was subsequently closed on November 18, 2005.

The revenue and results of the discontinued operations, which have beenincluded in the consolidated financial statements, were as follows:

|                                                           | ** ** | **2006**   | ** ** | **2005** | ** ** |
|-----------------------------------------------------------|------------|------------|------------|----------|------------|
| ** **                                                | ** ** | **US$**    | ** ** | **US$**  | ** ** |
|                                                      | ** ** | ** ** |       |     |       |
| Revenue                                                   | ** ** | **—** |       | —   |       |
| Other income                                              | ** ** | **—** |       | 4        |       |
| Operating costs                                           | ** ** | **—** |       | (91,233  | )          |
|                                                      | ** ** | ** ** |       |     |       |
| Operating loss  from discontinued operations              | ** ** | **—** |       | (91,229  | )          |
|                                                      | ** ** | ** ** |       |     |       |
| Cash  consideration as per the Stock Purchase Agreement   | ** ** | **—** |       | 125,000  |       |
| Amount due to  CTGH from PVGS assumed by the Buyer        | ** ** | **—** |       | 539,288  |       |
|                                                      | ** ** | ** ** |       |     |       |
| Total  consideration                                      | ** ** | **—** |       | 664,288  |       |
| Capital deficit  of CTGH and its subsidiaries disposed of | ** ** | **—** |       | 321,231  |       |
|                                                      | ** ** | ** ** |       |     |       |
| Gain on disposal  of discontinued operations              | ** ** | **—** |       | 985,519  |       |
|                                                      | ** ** | ** ** |       |     |       |
| Net income from  discontinued operations                  | ** ** | **—** |       | 894,290  |       |

 

23

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

**5.             DISCONTINUEDOPERATIONS (CONTINUED)**

Assets and liabilities of the discontinued operationswere as follows:

|                            | ** ** | **2006**   | ** ** | **2005** | ** ** |
|----------------------------|------------|------------|------------|----------|------------|
| ** **                 | ** ** | **US$**    | ** ** | **US$**  | ** ** |
|                       | ** ** | ** ** |       |     |       |
| Cash and cash  equivalents | ** ** | **—** |       | 10,477   |       |
| Due from holding  company  | ** ** | **—** |       | 539,288  |       |
|                       | ** ** | ** ** |       |     |       |
| Total assets               | ** ** | **—** |       | 549,765  |       |
|                       | ** ** | ** ** |       |     |       |
| Accrued expenses           | ** ** | **—** |       | 13,125   |       |
| Due to a  director         | ** ** | **—** |       | 857,871  |       |
|                       | ** ** | ** ** |       |     |       |
|                       | ** ** | **—** |       | 870,996  |       |
|                       | ** ** | ** ** |       |     |       |
| Net liabilities            | ** ** | **—** |       | (321,231 | )          |

 

**6.             EARNINGS (LOSS) PER SHARE**

Basic earnings(loss) per common share is based on the weighted average number of common stockoutstanding during each period as restated as a result of the recapitalization,as described in Note 2 hereof.

The Company had nopotential common stock instruments with a dilutive effect for any periodpresented, therefore basic and diluted earnings per share are the same. The60,000,000 shares, in connection with the recapitalization, as described inNote 2, were included in the computation of loss per share as if outstanding atthe beginning of each period presented.

**7.             DUE TO A SHAREHOLDER**

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

**8.             AUTHORIZED COMMON STOCK**

On October 14,2005, the Company increased its authorized common stock from 100,000,000 sharesto 500,000,000 shares with no par value.

24

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**Pacific Vegas Global Strategies, Inc.**

**Notes to the Consolidated Financial Statements**

----

 

**9.             OTHER PAYABLES / ADDITIONAL PAID-IN-CAPITAL**

As a result ofreorganization (Note 2), the paid-in capital of CTGH became the additional paid-incapital of the Company under accounting rules for this recapitalization.

Upon closing ofthe reorganization, other payables amounting to US$74,012 incurred by PVGS andrecorded prior to the reorganization was brought forward and a debit in thesame amount was made to additional paid-in capital. At the end of June 2005,management verified that such balance of other payables should not have beenrecorded as a liability in the books of PVGS and reversed the previous entry.

 

25

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

The Company has engaged Moores Rowland Mazars,formerly Moores Rowland, Hong Kong, chartered accountants and certified publicaccountants, as our principal independent accountant to audit our financialstatements, since June 23, 2003.

In our two most recent fiscal years and any laterinterim period, there was no changes in and no disagreements with our principalindependent accountant on any matters with regard to our accounting andfinancial disclosure.

**ITEM 8A.**           CONTROLSAND PROCEDURES

Our management isresponsible for establishing and maintaining adequate disclosure controls andprocedures. Management carried out an evaluation, under the supervision andwith the participation of our chief executive officer and chief financialofficer, of the effectiveness of the design and operation of our disclosurecontrols and procedures pursuant to Rule 13a-l5(e) andRule 15d-15(e) under the Exchange Act. Based upon that evaluation,management concluded that our disclosure controls and procedures wereeffective, as at the end of the period covered by this annual report on Forml0-KSB.

Our management isresponsible for establishing and maintaining adequate internal control over financialreporting. Management carried out an evaluation, under the supervision and withthe participation of our chief executive officer and chief financial officer,of the effectiveness of our internal control over financial reporting pursuantto Rule 13a-15(f) and Rule 15d-15(f) under the ExchangeAct. Based on that evaluation, management concluded that our internal controlover financial reporting was effective, as at the end of the period covered bythis annual report on Form l0-KSB.

Management carried out anevaluation, under the supervision and with the participation of our chiefexecutive officer and chief financial officer, of that whether any changes inour internal control over financial reporting occurred during the last quarterof the fiscal year 2006 pursuant to Rule 13a-15(d) andRule 15d-15(d) under the Exchange Act. Based on that evaluation,management concluded that there was no change in our internal controls overfinancial reporting during the subject period that has materially affected, oris reasonably likely to materially affect, our internal controls over financialreporting.

26

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The requirements toprovide an annual report of our management on internal controls over financialreporting pursuant to Item 308(a) of Regulation S-B and an attestationreport of our registered public accounting firm on our management’s assessmentof internal control over financial reporting pursuant to Item 308(b) ofRegulation S-B are not yet applicable to the Company.

**ITEM 8B**              OTHER INFORMATION

None

**PART  III**

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

**9.1**                                              DIRECTORS AND EXECUTIVE OFFICERS

Information of our directors and executive officers asof December 31, 2006 is set forth as follows:
| **Name**     | ** ** | **Age** | ** ** | **Office (1)**                                                | ** ** | **Term Expires ((2)** |
|--------------|------------|---------|------------|--------------------------------------------------------------------|------------|---------------------------------|
| Raymond Chou |       | 46      |       | Director and Secretary, President and Chief  Executive Officer (3) |       |                            |
|         |       |    |       |                                                               |       |                            |
| Richard Wang |       | 53      |       | Executive Vice President and Chief Financial Officer  (4)          |       |                            |

----

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

(2)             Theterm of office of each officer is at the discretion of the board of directors.

(3)             Appointedto serve as Chief Financial Officer effective March 15, 2007

(4)             Resignedas Executive Vice President and Chief Financial Officer effective March 15,2007

**Raymond Chou**,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.

27

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**Richard Wang**,Executive Vice President and Chief Financial Officer. Mr. Wang holds amaster degree in economics from Fudan University. Mr. Wang has been in hiscurrent positions since January 2003. He also served as a director for theperiod of June 2000 through November 2005 for CTGH, which was awholly 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 1996through June 2000.

The above listed persons have been the only twoexecutive officers and only two employees of the Company since January 1,2005. There was no other person nominated or chosen to any positions asdirectors or executive officers for the Company during the period covered bythis report.

None of our existing directors and/or executiveofficers holds any positions as director or officer in any other reportingcompanies. There is no family relationships among our existing directors andexecutive officers.

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-B.

There has been nomaterial changes to the procedures by which our shareholders 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 Item4.01(g) of Regulation S-B.

**9.2**                                              COMPLIANCEWITH SECTION 16(A) OF THE 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.

**9.3**                                              AUDITCOMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Currently the Company does not have aseparately-designated standing audit committee established in accordance withsection 3(a)(58)(A) of the Exchange Act, or an equivalent committeeperforming 

28

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similar functions. Our entire board of directors isacting as the audit committee for the Company as specified insection 3(a)(58)(B) of the Exchange Act.

Currently the Companydoes not have at least one audit committee financial expert serving on ouraudit 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**                                              CODEOF 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 onForm 10-KSB for the fiscal years ended December 31, 2003 and 2004respectively, pursuant to Item 4.06 of Regulation S-B. However, since theCompany is no longer engaged in or related to the business of sportsbook,certain sections thereof specifically related to the business of sportsbook areto be amended accordingly.

**ITEM 10.**             EXECUTIVE COMPENSATION

**10.1**                                       SUMMARYCOMPENSATION TABLE

Effective as of January 1, 2005, based upon amutual agreement between the Company and our chief executive officer and chieffinancial officer, the only two executive officers and only two employees ofthe Company, there has been no compensation or remuneration from the Company,whether in cash or in kind, awarded to, earned by and/or paid to our chiefexecutive officer and chief financial officer for their services rendered inall capacities to the Company.

The following table, and its accompanying explanatoryfootnotes, presents the information of annual and long-term compensation, includingall plan and non-plan compensation, whether in cash or non-cash, awarded to,earned by and/or paid to our chief executive officer and chief financialofficer for their services rendered in all capacities to the Company and itssubsidiaries for the last three fiscal years ended December 31, 2006, 2005and 2004. Other than the compensation listed below, there has been nocompensation from the Company, whether in cash or non-cash, by plan ornon-plan, awarded to, earned by and/or paid to any of our executive officers.

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| Name and  Principal Position | ** ** | **Fiscal Year** | ** ** | **Basic  Salary** | ** ** | **Bonus** | ** ** | **Options  Granted** | ** ** | **Other  Compensation  (1)** | ** ** |
|----------------------------------------|------------|----------------------|------------|-------------------|------------|-----------|------------|----------------------|------------|------------------------------|------------|
| ** **                             | ** ** | ** **           | ** ** | **US$**           | ** ** | **US$**   | ** ** | **US$**              | ** ** | **US$**                      | ** ** |
| Raymond Chou                           |       | 2006                 |       | —            |       | —    |       | —               |       | —                       |       |
| Chief Executive Officer                |       | 2005                 |       | —            |       | —    |       | —               |       | —                       |       |
|                                        |       | 2004                 |       | 83,333            |       | —    |       | —               |       | —                       |       |
| Richard Wang                           |       | 2006                 |       | —            |       | —    |       | —               |       | —                       |       |
| Chief Financial  Officer               |       | 2005                 |       | —            |       | —    |       | —               |       | —                       |       |
|                                   |       | 2004                 |       | 39,000            |       | —    |       | —               |       | 23,076                       |       |

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(1)           Other compensation paidto the chief financial officer for the fiscal years 2004 was the director’sfees for his services rendered in the capacity as a director for CTGH, theCompany’s wholly owned subsidiary during that time.

Richard Wang has resigned as of March 15, 2007 andthere was no compensation to him in 2007.

**10.2**                                       SUMMARY OF OPTION GRANTS

There has been no grant of any stock options made toany executive officers or any employees of the Company or its subsidiaries inthe last three fiscal years since the Company’s reorganization with CTGH inJanuary 2003.

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

The following table sets forth the number of shares ofour common stock owned beneficially as at December 31, 2006 by each personknown by us to have owned beneficially more than five percent of such sharesthen outstanding, by each of our directors and officers and by all of ourdirectors and officers as a group. This information gives effect to securitiesdeemed outstanding pursuant to Rule 13d 3(d)(l) under the SecuritiesExchange Act of 1934, as amended. As to the knowledge of our management, noperson owns beneficially more than five percent of the Company’s outstanding sharesof common stock as at December 31, 2006 except as set forth below.

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| Name of Beneficial Owner              | ** ** | **Amount and Nature of  Beneficial Owner** | ** ** | **Percentage of Class  Beneficially Owned** | ** ** |
|------------------------------------------------------|------------|----------------------------------------------------------------|------------|------------------------------------------------------------|------------|
|                                                      |       | 42,720,000                                                     |       | 42.736                                                     | %          |
| Raymond Chou (1)                                     |       | Common Stock                                                   |       | Common Stock                                               |       |
|                                                 |       | 5,700,000                                                      |       | 5.702                                                      | %          |
| Kwan Sin Yee (2)                                     |       | Common Stock                                                   |       | Common Stock                                               |       |
| Richard Wang (1)                                     |       | 0                                                              |       | 0                                                          |       |
|                                                 |       | 42,720,000                                                     |       | 42.736                                                     | %          |
| All directors and  executive officers as a group (1) |       | Common Stock                                                   |       | Common Stock                                               |       |

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

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

**ITEM 12.**             CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS

There was no relatedparty transactions other than the private financing by loans from our principalshareholder, who is also the sole director of the Company, during the last twofiscal years ended December 31, 2006 and 2005. All private loans from theprincipal shareholder to the Company were unsecured, interest free and notsubject to fixed term of repayment.

Further details ofrelated party transactions and balances for the fiscal years 2006 and 2005 areset forth in Note 3(f) to the consolidated financial statements presented underItem 6 hereof.

**ITEM 13.**             EXHIBITS

The following exhibitsare filed herewith:
| 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 |

** **

**ITEM 14.**             PRINCIPAL ACCOUNTANTFEES AND SERVICES

(1)         **Audit Fees.** The aggregatefees billed for each of the last two fiscal years for professional servicesrendered by our principal accountant for the audit of our annual financialstatements and review of financial statements included in our quarterly reportson Form 10-QSB or services that are normally provided by the accountant inconnection with statutory and regulatory filings or engagements for thosefiscal years were US$26,000 for fiscal 2006 and US$37,000 for fiscal 2005.

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(2)         **Audit Related Fees.** Theaggregate fees billed in each of the last two fiscal years for assurance andrelated services by our principal accountant that are reasonably related to theperformance of the audit or review of our financial statements and are notreported under item (1) above were nil for both fiscal 2006 and 2005.

(3)         **Tax Fees.** The aggregatefees billed in each of the last two fiscal years for professional servicesrendered by our principal accountant for tax compliance, tax advice, and taxplanning were nil.

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

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

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**SIGNATURES**

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

**PACIFIC VEGAS GLOBALSTRATEGIES, INC.**Registrant
| Date: March 30, 2007 | By:                                   | /s/ RAYMOND CHOU |
|----------------------|---------------------------------------|------------------|
|                 | Raymond Chou                          |
|                 | President and Chief Executive Officer |

 

In accordance with theExchange Act, this report has been signed below by the following persons onbehalf of the registrant and in the capacities and on the dates indicated.
| NAME             | ** ** | **TITLE**                           | ** ** | **DATE**            |
|------------------|------------|-------------------------------------|------------|---------------------|
| ** **       | ** ** | ** **                          | ** ** | ** **          |
| /s/ RAYMOND CHOU |       | President, Chief Executive Officer, |       | March 30, 2007 |
| Raymond Chou     |       | Secretary and Director              |       |                |
|             |       |                                |       |                |
|             |       |                                |       |                |
| /s/ RAYMOND CHOU |       | Chief Financial Officer             |       | March 30, 2007      |
| Raymond Chou     |       |                                |       |                |

 

 

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