UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-K
 (Mark
One)
 [U]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
fiscal year ended:December 31,
2008
 
 [
      ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ________ to __________
 
 Commission
File Number:000-52790
 
 PMI Construction
Group
 (Exact
name of registrant as specified in charter)
 
 Nevada
              
              95-4465933State
      or other jurisdiction of incorporation or organization
              
              I.R.S.
      Employer ID No.
 
 2522
      Alice Drive, West Jordan, Utah
              
              84088(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 Issuer's
telephone number, including area code: (801) 718-7732
 
 Securities
registered pursuant to section 12(b) of the Act:
 
 Title
      of each class
              
              Name
      of each exchange on which registeredNone
              
              N/A
 
 Securities
registered pursuant to section 12(g) of the Act:
 
 Common
      Stock, $0.001 par value(Title
      of class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act
 Yes
[  ]                      No   [U]
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act
 Yes
[  ]                      No   [U]
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for 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 [U]No
[   ]
 
 Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    [ ]
 
  1
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
 
 Large Accelerated filer  ̈                                                                                                     Accelerated
filer  ̈
 Non-accelerated filer   ̈ (Do not check if a
smaller reporting company)       
              Smaller
reporting company R
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes
[U]   No
[  ]
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked prices of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: The Registrant=s shares
trade on the Pink Sheets with $0.06 bid and $0.09 ask.  The bid on
March 20, 2009, was $0.06 giving the shares held by non-affiliates a market
value of $226,718.  There is very little trading in the shares and the
bid price on any given day may not be indicative of the actual price a
stockholder could receive for their shares.
 
 As of
March 20, 2009, the Registrant had 17,300,709 shares of common stock issued and
outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 List
hereunder the following documents if incorporated by reference and the part of
the Form 10-K (e.g., part I, part II, etc.) into which the document is
incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of
1933:  NONE
 
  2
  PART
I
 
 ITEM
1. BUSINESS
 
 SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
 
 This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby identified as Aforward-looking
statements.@
 
 Corporate
History
 
 PMI
Construction Group, a Nevada corporation, (the “Company”), has engaged in no
business since the termination of its subsidiary operations. During February
2004, a change of control of the Company occurred and since that time the
Company has been looking for a business opportunity.  The Company was
originally incorporated on November 11, 1980 in the State of Utah under the name
Bullhead Exploration, Inc.  On January 31, 1994, Bullhead Exploration,
Inc. changed its domicile to Delaware and its name to Intrazone,
Inc.  In February 1997, the Company changed its state of domicile to
Nevada through the merger of the Company with a wholly-owned subsidiary created
for the purpose of effectuating a change of domicile and subsequently changed
its name to PMI Construction Group.
 
 The
Company was originally incorporated to seek investment opportunities in the oil
and gas industries.  At inception the Company issued 348,837 shares of
its common stock, par value $0.001 per share (the “Common Stock”) to its
officers and directors for cash.  The Company then completed the sale
of 1,000,000 shares of its Common Stock for aggregate proceeds of $25,000
pursuant to an intrastate exemption for the sale of securities.
 
 The
Company engaged in limited business operations until it acquired P.G.
Entertainment, Inc., a California corporation (“PGE”) through a stock exchange
in January 1994.  As part of the acquisition of PGE, the Company
consolidated its Common Stock on a one for three basis reducing the then issued
and outstanding shares of Common Stock from 1,348,837 to 449,658, after
adjustments for the reverse split.  The shareholders of PGE received a
total of 1,798,448 post split shares of Common Stock and 105,000 shares of
convertible preferred stock in the acquisition.  Approximately 60% of
the shares of preferred stock were subsequently converted to shares of Common
Stock in October 1995 and except for a nominal number the balance was converted
to shares of Common stock in November of 1999.  PGE was engaged in the
entertainment industry with interest in animation, interactive programming, and
computer imaging and graphics technology.  PGE’s operation did not
prove profitable and in 1998, the Company ceased the operations of
PGE.
 
 In March
1999, the Company acquired Promotora Mexicana de Infraestructura, S.A. de C.V.,
a Mexican corporation (“Promotora”) which was involved in the construction and
development of commercial, residential and resort properties in
Mexico.  Upon the acquisition of Promotora, the Company reverse split
the outstanding shares on a 1 for 2 basis, and changed its name to PMI
Construction Group. Its business focus continued to be the construction
industry.  Promotora was originally formed in 1993 by Bernardo
Quintana, who served as the Company’s president after the acquisition, to engage
in the construction industry in Mexico.  In conjunction with the
aforementioned acquisition, in April 1999, the Company acquired all of the
outstanding common stock of Promotora Mexicana de Inmobiliaria
(“Inmobiliaria”).  Inmobiliaria was also founded by Bernardo
Quintana.  Inmobiliaria focused on real estate purchasing, selling,
leasing and administrative services.  Inmobiliaria’s principal revenue
was from leasing of real estate. A total of 2,749,525 shares of common stock
were issued by the Company to acquire these subsidiaries.
 
 The
operations of Promotora and Inmobiliaria proved to be unprofitable when the
economies in Mexico and the United States went into a recession in early
2000.  The Company was forced to sell the subsidiaries back to
Bernardo Quintana as part of a plan to close the operations without affecting
the status of the Company.  The Company remained dormant for several
years thereafter and since 2004 has been looking for new business
opportunities.
 
 During
this intervening time, a lawsuit was filed by one of the Company’s stockholders
as a result of the sale of the subsidiaries back to Mr. Quintana. As part of the
settlement of the lawsuit, Mr. Quintana transferred the ownership interest that
he retained in the Company to the stockholder.
 
  3
  The
Company has had no operations and is currently seeking an acquisition or merger
to bring an operating entity into the Company.  In order to finance
its search for an operating entity, the Company, in 2004, entered into unsecured
Convertible Notes bearing interest at 8% per annum with three parties, one of
which was the sole officer and director of the Company and another a
stockholder, whereby it received $10,000. The stockholders of the Company also
voted to enter into a quasi-reorganization whereby the paid-in capital account
was eliminated against the retained deficit account and thus commencing the
Company’s development stage activities. During 2006, these three parties
exercised the conversion provision of the Convertible Notes and were issued
11,513,920 shares of Common Stock, which included interest. During April of
2007, the Company again entered into unsecured Convertible Notes bearing
interest at 8% per annum, whereby it received $1,500.  In 2008, this
note was converted into 1,608,160 shares of the Company’s Common
Stock.  On January 8, 2009, the Company entered into a demand note
with the president of the Company.  Under the terms of the Note, the
Company borrowed an initial thirty four thousand dollars ($34,000) and has the
ability to borrow up to fifty thousand dollars ($50,000) under the
Note.  The note bears interest at the rate of ten percent (10%) per
annum.
 
 Effective
September 1, 2006, a creditor of the Company paid the Company’s accounts payable
in the amount of $10,317 and entered into an unsecured non-convertible note due
on January 31, 2008 and bearing interest at 8% per annum. During August 2007,
the Company’s sole officer and director entered into a $25,000 credit-line note
with the Company, which on January 8, 2009 was increased to $50,000, bearing
interest at the rate of 10% per annum which is due on demand. At December 31,
2008, a total of $29,000 in principal and $3,003 in interest were due. During
January 2009, an additional $5,000 was provided to the
Company.  Neither of these parties has made demand on the Company for
repayment and has orally agreed not to make demand on the Company until such
time as the Company has funds available to pay these obligations.
 
 The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry.  The Company has
unrestricted discretion in seeking and participating in a business opportunity,
subject to the availability of such opportunities, economic conditions, and
other factors.
 
 The
selection of a business opportunity in which to participate is complex and
risky. Additionally, the Company has only limited resources and may find
it  difficult  to locate  good
opportunities.  There can be no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its stockholders. The Company will
select any potential business opportunity based on management's business
judgment.
 
 The
activities of the Company are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which potentially could act without the consent, vote, or approval of
the Company's stockholders.  The risks faced by the Company are
further increased as a result of its lack of resources and our inability to
provide a prospective business opportunity with significant
capital.
 
 The
Company’s operations are subject to a number of risks including:
  We are a development stage
company with no operating history and, accordingly, you will have no basis upon
which to evaluate our ability to achieve our business
objectives.
 
 We have
entered into a new development stage with no operating results during this
development stage to date. Therefore, our ability to begin new operations is
dependent upon raising money and acquiring an operating company. Because we do
not have an operating history, you will have no basis upon which to evaluate our
ability to achieve our business objectives, which are to raise money and acquire
one or more domestic and/ or foreign operating businesses. We will not generate
any revenues until, at the earliest, if at all, after the consummation of a
business combination. We cannot assure you that we can raise the money needed to
consummate a business combination. We cannot assure you as to when, or if, a
business combination will occur. If we are unable to successfully achieve our
business objectives, our company and our stock price would be negatively
impacted.
 
  4
  Achieving our business
objectives may present conflicts of interest for our current director and
officer.
 
 If our
current director and officer chooses to remain with us after the Company raises
money and enters into a business combination, then he will be negotiating the
terms of the money raising and the business combination, as well as the terms
upon which he will continue to serve as our director and officer. As such, our
current director and officer may have a conflict of interest in negotiating the
terms of any money raising and business combination and, at the same time,
negotiating the terms upon which he will continue to serve as our director and
officer.
 
 Our current director and
officer may resign in conjunction with bringing in new management of our
company, or upon raising money, or upon consummation of a business
combination.
 
 We cannot
make any assurances regarding the future roles of our current director and
officer. We have no employment agreement with our existing management. Our
current director and officer may resign in conjunction with bringing in new
management of our company, or upon raising money, or upon consummation of a
business combination.
 
 Attracting new directors and
officers may be expensive, and may require that we enter into long-term
employment agreements, issue stock options, and otherwise provide incentives to
the new directors and officers.
 
 We may
need to attract new directors and officers in order to achieve our business
objectives, which is to acquire one or more domestic and/ or foreign operating
businesses. Attracting new directors and officers may be expensive, and may
require that we enter into long-term employment agreements, issue stock options,
and otherwise provide incentives to the new directors and officers.
 
 We will have only a limited
ability to evaluate potential new directors and officers, and the management of
target businesses.
 
 We may
make a determination that our current director and officer should not remain, or
should reduce his role, following money raising or a business combination, based
on an assessment of the experience and skill sets of new directors and officers
and the management of target businesses. We cannot assure you that our
assessment of these individuals will prove to be correct. This could have a
negative impact on our company and our stock price.
 
 Our director and officer
allocates time to other businesses, thereby causing conflicts of interest in his
determination as to how much time to devote to our affairs.
 
 This
could have a negative impact on our ability to consummate money raising or a
business combination. Our director and officer is not required to, and does not,
commit his full time to our affairs, thereby causing conflicts of interest in
allocating his time between our operations and the operations of other
businesses. We do not intend to have any full-time employees prior to the
consummation of a business combination. Our director and officer is engaged in
other business endeavors and is not obligated to contribute any specific number
of hours per day or per week to our affairs. This situation limits our current
director’s and officer’s ability to devote time to our affairs and could have a
negative impact on our ability to consummate a business
combination.
 
 We may have insufficient
resources to cover our operating expenses and the expenses of raising money and
consummating a business combination.
 
 We have
limited cash to cover our operating expenses for the next 12 months and to cover
the expenses incurred in connection with a business combination. It is possible
that we could incur substantial costs in connection with a business combination.
If we do not have sufficient proceeds available to cover our expenses, we may be
forced to obtain additional financing, either from our management or third
parties. We may not be able to obtain additional financing on acceptable terms,
if at all, and neither our management nor any third party is obligated to
provide any financing. It is likely any future funds obtained would result in a
substantial dilution to current stockholders.
 
  5
  The nature of our proposed
operations is speculative and the success of our proposed plan of operation will
depend to a great extent on the operations, financial condition and management
of the companies with which we may merge or which we
acquire.
 
 While
management intends to seek a merger or acquisition of privately held entities
with established operating histories, there can be no assurance that we will be
successful in locating an acquisition candidate meeting such criteria. In the
event we complete a merger or acquisition transaction, of which there can be no
assurance, our success if any will be dependent upon the operations, financial
condition and management of the acquired company, and upon numerous other
factors beyond our control.  Stockholders will be dependent on the
judgment of management in making acquisition or merger decisions.
 
 We cannot assess specific
business risks because we have not identified the business opportunities in
which we will attempt to obtain an interest.
 
 Due to
the fact that we have not identified a target business for acquisition, we
cannot describe the specific risks presented by such business. Among other
risks, such target business may involve an unproven product, technology or
marketing strategy, the ultimate success of which cannot be assured. The target
business may be in competition with larger, more established firms which may
have many competitive advantages over the target business. Our investment in a
target business may be highly risky and illiquid, and could result in a total
loss to us if the acquired business is unsuccessful.
 
 Our limited funds and the
lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business
opportunity.
 
 Our
management’s decision to commit our capital or other resources to an acquisition
will likely be made without detailed feasibility studies, independent analysis
and market surveys. We will be particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or others associated with
the business opportunity seeking our participation. There are numerous
individuals, publicly held companies, and privately held companies seeking
merger and acquisition prospects. There is significant competition among such
groups for attractive merger and acquisition prospects. However, the number of
suitable and attractive prospects is limited and we may find a scarcity of
suitable companies with audited financial statements seeking merger
partners.  Additionally, with limited financial and managerial
resources, we will be limited in our review of any prospective merger or
acquisition companies, potentially increasing the risk of such a merger or
acquisition.
 
 There is a lack of
meaningful public market for our securities.
 
 Although
our Common Stock may be available for trading on the Pink Sheets, at present
market activity seldom exists and few broker/dealers are making a market in our
common stock. Therefore, there is no assurance that a regular trading market
will develop and if developed, that it will be sustained. A purchaser of stock
may, therefore, be unable to resell our common stock should he or she desire to
do so. Furthermore, it is unlikely that a lending institution will accept our
Common Stock as pledged collateral for loans.
 
 Our acquisitions of
businesses may be extremely risky and we could lose all or part of our
investments.
 
 Companies
we merge with or acquire will generally be less established or still trying to
obtain profitability.  An investment in these companies may be
extremely risky because, among other things, the companies we are likely to
focus on:
 
 -typically
have limited operating histories, narrower product lines and smaller market
shares than larger businesses, which tend to render them more vulnerable to
competitors’ actions and market conditions, as well as general economic
downturns;
 
 -tend to
be privately-owned and generally have little publicly available information and,
as a result, we may not learn all of the material information we need to know
regarding these businesses;
 
  6
  -are more
likely to depend on the management talents and efforts of a small group of
people; and, as a result, the death, disability, resignation or termination of
one or more of these people could have an adverse impact on the operations of
any business that we may acquire;
 
 -may have
less predicable operating results;
 
 -may from
time to time be parties to litigation;
 
 -may be
engaged in rapidly changing businesses with products subject to a substantial
risk of obsolescence; and
 
 -may
require substantial additional capital to support their operations, finance
expansion or maintain their competitive position.
 
 A relatively small number of
stockholders and managers have significant influence over
us.
 
 A small
number of our stockholders and management acting together would be able to exert
significant influence over us through their ability to influence the
election of directors and all other matters that require action by our
stockholders. The voting power of these individuals could have the effect of
preventing or delaying a change in control of our company which they oppose even
if our other stockholders believe it is in their best interests. In addition,
our executive officer has the ability to influence our day-to-day operations.
These factors could negatively affect our Company and our stock
price.
  There is a significant
likelihood of dilution of our existing stockholders.
 
 It is
likely that the anticipated value of the business and/or assets that we acquire
relative to the current value of our securities will result in the issuance of a
relatively large number of shares and, as a result, substantial additional
dilution to the percentage ownership of our current stockholders.  If such
dilution were to occur, the price of our stock would be negatively
impacted.
  Employees
 
 The
Company does not have any employees.  Eugene Gronning is the Company’s
sole officer and director.  Mr. Gronning is currently not receiving
compensation for his services and the Company does not plan on paying any
compensation to Mr. Gronning.
 
 ITEM
2. PROPERTIES
 
 The
Company owns no properties and utilizes space on a rent-free basis from Eugene
Gronning, the Company’s officer and director.  This arrangement is
expected to continue until such time as the Company becomes involved in a
business venture which necessitates its relocation, as to which no assurances
can be given.  The Company has no agreements with respect to the
maintenance or future acquisition of the office facilities, however, if a
successful merger/acquisition is negotiated, it is anticipated that the office
of the Company will be moved to that of the acquired company.
 
 The
Company is not actively engaged in conducting any business.  Rather,
the Company is in the process of investigating potential business ventures
which, in the opinion of management, will provide a source of eventual profit to
the Company.  Therefore, the Company does not presently intend to
invest in real estate or real estate securities, nor have we formulated any
investment policies regarding investments in real estate, real estate mortgages,
or securities of or interests in persons engaged in real estate
activities.
 
 ITEM
3. LEGAL PROCEEDINGS
 
 None.
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
 
 No
matters were submitted to a vote of stockholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2008.
  7
  PART
II
 
 ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
 MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 The
Company's Common Stock is quoted on the “Pink Sheets” under the symbol “PMIG”
but has traded sporadically with no significant volume.  The following
table represents the high and low per share bid information for our common stock
for each quarterly period in fiscal 2008 and 2007. Such high and low bid
information reflects inter-dealer quotes, without retail mark-up, mark-down or
commissions and may not represent actual transactions.
 
 Year
      Ended 2008
                
                Year
      Ended 2007High
                
                Low
                
                High
                
                LowQuarter
      ended December 31
                $0.06
                
                $0.06
                
                $0.10
                
                $0.10Quarter
      ended September 30
                0.06
                
                0.06
                
                0.10
                
                0.10Quarter
      ended June 30,
                0.10
                
                0.10
                
                0.10
                
                0.10Quarter
      ended March 31,
                0.10
                
                0.10
                
                0.10
                
                0.10
 
 At March
17, 2009, the bid and asked price for the Company's Common Stock was $0.06 and
$0.09 respectively. All prices listed herein reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not represent actual
transactions.  Since its inception, the Company has not paid any
dividends on its Common Stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. At March 20, 2009, the Company had
approximately 157 shareholders of record.  As of March 20, 2009, the
Company had 17,300,709 shares of its Common Stock issued and
outstanding.
 
 Recent Sales of Unregistered
Securities
 
 In June
2006, the Company issued 2,000,000 shares and in July 2006, the Company issued
an additional 4,903,320 shares to its officer and director, Eugene Gronning in
payment of a promissory note and accrued interest originally entered into in
September 2004 for $6,000.  Additionally in July 2006, the Company
issued an additional 4,610,600 shares to two other parties as settlement of
principal and accrued interest of promissory notes originally entered into in
September 2004 for $4,000.  In 2008, the Company issued 1,608,160
shares of its common stock upon conversion of a promissory note.  The
principal and interest on the note were converted at the rate of $0.001 per
share.
 
 ITEM 6.  SELECTED FINACNIAL
DATA
  Summary
of Financial Information
  
 We had no
revenues in 2008 or 2007.  We had a net loss of $22,812 for the year
ended December 31, 2008.  At December 31, 2008, we had cash and cash
equivalents of $387 and a negative working capital of $47,162.
 
 The
following table shows selected summarized financial data for the Company at the
dates and for the periods indicated. The data should be read in conjunction with
the financial statements and notes included herein beginning on page
F-1.
 
 For
      the Years Ended December 31,2008
                
                2007STATEMENT
      OF OPERATIONS DATARevenues
                
                $
                -
                
                $
                -General
      and Administrative Expenses
                
                
                19,160
                
                
                15,021Net
      Loss
                
                
                22,812
                
                
                16,133Basic
      Income (Loss) per Share
                
                
                -
                
                
                -Diluted
      Income (Loss) per Share
                
                
                -
                
                
                -Basic
      and Diluted Weighted Average Number of Shares Outstanding
                
                
                16,996,701
                
                
                15,692,549Diluted
      Weighted Average Number of Shares Outstanding
                
                
                17,301,342
                
                
                17,250,577
  8
  
 For
      the Years Ended December 31,2008
                
                2007BALANCE
      SHEET DATATotal
      Current Assets
                
                
                387
                
                
                13,722Total
      Assets
                
                
                387
                
                
                13,722Total
      current Liabilities
                
                
                47,549
                
                
                39,680Working
      Capital
                
                
                (47,162)
                
                
                (25,958)Stockholders'
      Equity (Deficit)
                
                
                (47,162)
                
                
                (25,958)
 
 ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
 RESULTS
OF OPERATIONS
 
 Special
Note Regarding Forward-Looking Statements
 
 This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the Plan
of Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."
  Critical
Accounting Policies and Estimates
  The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the audited financial statements and accompanying notes. 
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances.  Actual results could differ from these estimates
under different assumptions or conditions.  The Company believes
there have been no significant changes during the years ended December 31,
2008 and 2007, to the items disclosed as significant accounting policies in
management's Notes to the Financial Statements in the Company's Annual Report on
Form 10-K for the year ended December 31, 2008.
  Corporate
History
 
 PMI
Construction Group, a Nevada corporation, (the “Company”) terminated its
subsidiary operations and has engaged in no business since the termination of
its subsidiary operations. During February 2004, a change of control of the
Company occurred and since that time the Company has been looking for a business
opportunity.  The Company was originally incorporated on November 11,
1980 in the State of Utah under the name Bullhead Exploration,
Inc.  On January 31, 1994, Bullhead Exploration, Inc. changed its
domicile to Delaware and its name to Intrazone, Inc.  In February
1997, the Company changed its state of domicile to Nevada through the merger of
the Company with a wholly-owned subsidiary created for the purpose of
effectuating a change of domicile and subsequently changed its name to PMI
Construction Group.
 
 The
Company was originally incorporated to seek investment opportunities in the oil
and gas industries.  At inception the Company issued 348,837 shares of
its common stock, par value $0.001 per share (the “Common Stock”) to its
officers and directors for cash.  The Company then completed the sale
of 1,000,000 shares of its Common Stock for aggregate proceeds of $25,000
pursuant to an intrastate exemption for the sale of securities.
 
 The
Company engaged in limited business operations until it acquired P.G.
Entertainment, Inc., a California corporation (“PGE”) through a stock exchange
in January 1994.  As part of the acquisition of PGE, the Company
consolidated its Common Stock on a one for three basis reducing the then issued
and outstanding shares of Common Stock from 1,348,837 to 449,658, after
adjustments for the reverse split.  The shareholders of PGE received a
total of 1,798,448 post split shares of Common Stock and 105,000 shares of
convertible preferred stock in the acquisition.
  9
  Approximately
60% of the shares of preferred stock were subsequently converted to shares of
Common Stock in October 1995 and except for a nominal number the balance was
converted to shares of Common stock in November of 1999.  PGE was
engaged in the entertainment industry with interest in animation, interactive
programming, and computer imaging and graphics technology.  PGE’s
operation did not prove profitable and in 1998, the Company ceased the
operations of PGE.
 
 In March
1999, the Company acquired Promotora Mexicana de Infraestructura, S.A. de C.V.,
a Mexican corporation (“Promotora”) which was involved in the construction and
development of commercial, residential and resort properties in
Mexico.  Upon the acquisition of Promotora, the Company reverse split
the outstanding shares on a 1 for 2 basis, and changed its name to PMI
Construction Group. Its business focus continued to be the construction
industry.  Promotora was originally formed in 1993 by Bernardo
Quintana, who served as the Company’s president after the acquisition, to engage
in the construction industry in Mexico.  In conjunction with the
aforementioned acquisition, in April 1999, the Company acquired all of the
outstanding common stock of Promotora Mexicana de Inmobiliaria
(“Inmobiliaria”).  Inmobiliaria was also founded by Bernardo
Quintana.  Inmobiliaria focuses on real estate purchasing, selling,
leasing and administrative services.  Inmobiliaria’s principal revenue
was from leasing of real estate. A total of 2,749,525 shares of common stock was
issued by the Company to acquire these subsidiaries.
 
 The
operations of Promotora and Inmobiliaria proved to be unprofitable when the
economies in Mexico and the United States went into a recession in early
2000.  The Company was forced to sell the subsidiaries back to
Bernardo Quintana as part of a plan to close the operations without affecting
the status of the Company.  The Company remained dormant for several
years thereafter and since 2004 has been looking for new business
opportunities.  During this intervening time, a lawsuit was filed by
one of the Company’s stockholders as a result of the sale of the subsidiaries
back to Mr. Quintana. As part of the settlement of the lawsuit, Mr. Quintana
transferred the ownership interest that he retained in the Company to the
stockholder.
 
 The
Company has had no operations and is currently seeking an acquisition or merger
to bring an operating entity into the Company.  In order to finance
its search for an operating entity, the Company, in 2004, entered into unsecured
Convertible Notes bearing interest at 8% per annum with three parties, one of
which was the sole officer and director of the Company and another a
stockholder, whereby it received $10,000. The stockholders of the Company also
voted to enter into a quasi-reorganization whereby the paid-in capital account
was eliminated against the retained deficit account and thus commencing the
Company’s development stage activities. During 2006, these three parties
exercised the conversion provision of the Convertible Notes and were issued
11,513,920 shares, which included interest. During April of 2007, the Company
again entered into unsecured Convertible Notes bearing interest at 8% per annum,
whereby it received $1,500.  In 2008, this note was converted into
1,608,160 shares of the Company’s common stock.  On January 8, 2009,
the Company entered into a demand note with the president of the
Company.  Under the terms of the Note, the Company borrowed an initial
thirty four thousand dollars ($34,000) and has the ability to borrow up to fifty
thousand dollars ($50,000) under the Note.  The note bears interest at
the rate of ten percent (10%) per annum.
 
 Plan of
Operations
 
 Overview:
 
 The
Company has not received any revenue from operations in each of the last two
fiscal years and is considered a development stage enterprise. The Company’s
current operations have consisted of taking such action as management believes
necessary to prepare to seek an acquisition or merger with an operating entity.
A stockholder of the Company has financed the Company's current operations,
which have consisted primarily of maintaining in good standing the Company's
corporate status, in fulfilling its filing requirements with the Securities and
Exchange Commission, including the audit of its financial statements, and in
changing the marketplace of its securities.
 
 The
financial statements contained in this annual report have been prepared assuming
that the Company will continue as a going concern. The Company is not engaged in
any revenue producing activities and has not established any source of revenue
other than described herein. These factors raise substantial doubt that the
Company will be able to continue as a going concern even though management
believes that sufficient funding is available to meet its operating needs during
the next twelve months. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
  
   10
  Risks
associated with the plan of operations:
  In its
search for a business opportunity, management anticipates that the Company will
incur additional costs for legal and accounting fees to locate and complete a
merger or acquisition. Other than previously discussed, the Company does not
have any revenue producing activities whereby it can meet the financial
requirements of seeking a business opportunity. As of December 31, 2008, the
Company has debts of $47,549 and may further obligate itself as it pursues its
plan of operations. There can be no assurance that the Company will receive any
benefits from the efforts of management to locate business
opportunities.
  The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, attempt to
acquire any business in any industry. The Company has unrestricted discretion in
seeking and participating in a business opportunity, subject to the availability
of such opportunities, economic conditions, and other factors. Consequently, if
and when a business opportunity is selected, such business opportunity may not
be in an industry that is following general business trends.
  The
selection of a business opportunity in which to participate is complex and
risky. Additionally, the Company has only limited resources and this fact may
make it more difficult to find any such opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
stockholders. The Company will select any potential business opportunity based
on management's business judgment. The Company may acquire or participate in a
business opportunity based on the decision of management that potentially could
act without the consent, vote, or approval of the Company's
stockholders.
  Since its
inception, the Company has not generated any revenue and it is unlikely that any
revenue will be generated until such time as the Company locates a business
opportunity to acquire or with which it can merge. However, the Company is not
restricting its search to those business opportunities that have profitable
operations. Even though a business opportunity is acquired that has revenues or
gross income, there is no assurance that profitable operations or net income
will result therefrom. Consequently, even though the Company may be successful
in acquiring a business opportunity, such acquisition does not assume that a
profitable business opportunity is being acquired or that stockholders will
benefit through an increase in the market price of the Company's common
stock.
  The
acquisition of a business opportunity, no matter what form it may take, will
almost assuredly result in substantial dilution for the Company's current
stockholders. Inasmuch as the Company only has its equity securities (its common
and preferred stock) as a source to provide consideration for the acquisition of
a business opportunity, the Company's issuance of a substantial portion of its
authorized common stock is the most likely method for the Company to consummate
an acquisition. The issuance of any shares of the Company's common stock will
dilute the ownership percentage that current stockholders have in the
Company.
  The
Company does not intend to employ anyone in the future, unless its present
business operations were to change. At the present time, management does not
believe it is necessary for the Company to have an administrative office and
utilizes the mailing address of the Company's president for business
correspondence. The Company intends to reimburse management for any out of
pocket costs other than those associated with maintaining the post office
box.
  Liquidity
and Capital Resources
  As of
December 31, 2008, the Company had a negative $47,162 in working capital with
assets of $387 and liabilities of $47,549.  If the Company cannot find
a new business, it will have to seek additional capital either through the sale
of its shares of common stock or through a loan from its officer, stockholders
or others. The Company has only incidental ongoing expenses primarily associated
with maintaining its corporate status and professional fees associated with
accounting and legal costs.
  Management
anticipates that the Company will incur more costs including legal and
accounting fees to locate and complete a merger or acquisition.  At
the present time the Company does not have the assets to meet these financial
requirements. Additionally, the Company does not have substantial assets to
entice potential business opportunities to enter into transactions with the
Company.
  
   11
  It is
unlikely that any revenue will be generated until the Company locates a business
opportunity that it may acquire or merge.  Management of the Company
will be investigating various business opportunities.  These efforts
may cost the Company not only out of pocket expenses for its management but also
expenses associated with legal and accounting costs.  There can be no
guarantee that the Company will receive any benefits from the efforts of
management to locate business opportunities.
  If and
when the Company locates a business opportunity, management of the Company will
give consideration to the dollar amount of that entity's profitable operations
and the adequacy of its working capital in determining the terms and conditions
under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the Company's
stockholders as it has only limited capital and no operations.
  Results
of Operations
  For the
years ended December 31, 2008 and 2007, the Company had a net loss of $22,812
and $16,133, respectively. The Company anticipates losses to remain at the
present level or slightly higher until a business opportunity is found. The
Company had no revenue during the years ended December 31, 2008 and 2007. The
Company does not anticipate any revenue until it locates a new business
opportunity.
  c)
Off-balance sheet arrangements.
  The
Company does not have any off-balance sheet arrangements and it is not
anticipated that the Company will enter into any off-balance sheet
arrangements.
  ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  The
financial statements of the Company are set forth immediately following the
signature page to this Form 10-K.
  ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  The
Company has had no disagreements with its independent registered public
accounting firm with respect to accounting practices or procedures or financial
disclosure.
  ITEM
9A(T).  CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our
management, which consists of one person and with the assistance of an outside
CPA firm, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report. Based on that evaluation,
our President and CFO concluded that our disclosure controls and procedures as
of the end of the period covered by this report were effective such that the
information required to be disclosed by us in reports filed under the Exchange
Act is (i) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.  This evaluation was made in light of the fact the Company has no
operations or revenue and limited cash on hand.
  Management’s
Annual Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.
  
  12
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
  Our
management, with the participation of the President and CFO and an outside CPA
firm, evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008.   In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in Internal Control -
Integrated Framework.  Further, our management considered the lack of 
operations and revenue, the limited cash on hand, the limited transactions which
occur on a monthly basis and the use of an outside CPA firm which reconciles all
financial transactions prior to being delivered to our auditors.  Based on
this evaluation, our management, with the participation of the President and
CFO, concluded that, as of December 31, 2008, our internal control over
financial reporting was effective.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Security and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 Changes
in internal control over financial reporting
 
 There
have been no changes in internal control over financial reporting.
 
 ITEM
9B.  OTHER INFORMATION
 
 None
 
 PART
III
 
 ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 The
following table sets forth information with respect to the persons expected to
be named as a director of the Company. The Company’s directors serve for a term
of one year and thereafter until their successors have been duly elected by the
shareholders and qualified.  The Company’s officers serve for a term
of one year and thereafter until their successors have been duly elected by the
Board of Directors and qualified.
 
 Name
              
              Age
              
              PositionsEugene
      Gronning
              
              63
              
              President,
      Secretary, Director
 
 Mr.
Gronning is currently retired and had been employed for the five years prior
thereto as the controller for Property Reserves, Inc., a property acquisition
and management company based in Salt Lake City, Utah. Mr. Gronning received a
Bachelor of Science degree from Brigham Young University in Provo, Utah in
1971.
 
 Mr.
Gronning has not filed for bankruptcy, been convicted in a criminal proceeding
or been the subject of any order, judgment, or decree permanently, temporarily,
or otherwise limiting activities (1) in connection with the sale or purchase of
any security or commodity, or in connection with any violation of Federal or
State securities laws or Federal commodities laws, (2) engaging in any type of
business practice, or (3) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission or an associated person of any of the foregoing, or
as an investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity.
 
 COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT
 
 The
Company believes all reports required to be filed have now been
filed.  One Form 3 was filed late and one Form 4 was filed
late.
 
  13
  ITEM
11.  EXECUTIVE COMPENSATION
 
 SUMMARY
COMPENSATION TABLE
 
 The
following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries= chief
executive officer and each of its other executive officers that received
compensation in excess of $100,000 during such period (as determined at December
31, 2008, the end of the Company's last completed fiscal year):
 
 Summary
Compensation Table
 Name
      and
                  Principal Position
                Year
                Salary
                Bonus
                Stock
                  Awards
                Option
                  Awards
                Non-Equity
                  Incentive
      Plan
                  Compensation
                All
                  OtherCompensation
                TotalEugene
      Gronning, CEO
                2008
                --
                --
                --
                --
                --
                --
                --2007
                --
                --
                --
                --
                --
                --
                --2006
                --
                --
                --
                --
                --
                --
                --
 
 Cash
Compensation
 
 There was
no cash compensation paid to any director or executive officer of the Company
during the fiscal years ended December 31, 2008, 2007, and 2006. There are no
agreements or understandings with respect to the amount of remuneration that
officers and directors are expected to receive in the
future.  Management takes no salaries from the Company and does not
anticipate receiving any salaries in the foreseeable future.  No
present prediction or representation can be made as to the compensation or other
remuneration which may ultimately be paid to the Company=s
management, since upon the successful consummation of a business opportunity,
substantial changes may occur in the structure of the Company and its salaries
or other forms of compensation which cannot presently be
anticipated.  Use of the term Anew
management@ is not
intended to preclude the possibility that any of the present officers or
directors of the Company might be elected to serve in the same or similar
capacities upon the Company=s decision
to participate in one or more business opportunities.
 
 The
Company=s management
may benefit directly or indirectly by payments of consulting fees, payment of
finders fees to others from consulting fees, sales of insider=s stock
positions in whole or part to the private company, the Company or management of
the Company, or through the payment of salaries, or any other methods of
payments through which insiders or current investors receive funds, stock, or
other assets or anything of value whether tangible or
intangible.  There are no plans, proposals, arrangements or
understandings with respect to the sale of additional securities to affiliates,
current stockholders or others prior to the location of a business
opportunity.
 
 Bonuses
and Deferred Compensation
 
 None.
 
 Compensation
Pursuant to Plans.
 
 None.
 
 Pension
Table
 
 None.
 
 Other
Compensation
 
 None.
 
 Compensation
of Directors.
 
 None.
 
 Termination
of Employment and Change of Control Arrangement
 
  14
  There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Cash Compensation set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
the Company or its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a changing in control of the
Company.
 
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 Security
Ownership of Certain Beneficial Owners:
 
 The
following table sets forth certain information as of March 17, 2009, with
respect to the beneficial ownership of the Company’s Common Stock by each
director of the Company and each person known by the Company to be the
beneficial owner of more than 5% of the Company’s outstanding shares of Common
Stock.  At March 17, 2009, there were 17,300,709 shares of common
stock outstanding.
  For
purposes of this table, information as to the beneficial ownership of shares of
common stock is determined in accordance with the rules of the Securities and
Exchange Commission and includes general voting power and/or investment power
with respect to securities. Except as otherwise indicated, all shares of our
common stock are beneficially owned, and sole investment and voting power is
held, by the person named. For purposes of this table, a person or group of
persons is deemed to have "beneficial ownership" of any shares of common stock,
which such person has the right to acquire within 60 days after the date hereof.
The inclusion herein of such shares listed beneficially owned does not
constitute an admission of beneficial ownership.
 
  Title of Class
              Name of Beneficial Owner
              Number of Shares Owned
              Percent of ClassPrincipal
      ShareholdersCommon
              Eugene
      Gronning
                2522
      Alice Drive
                West
      Jordan, Utah 84088
              6,903,320
              39.90%Common
              W.
      Reed Jensen
                4348
      Butternut Drive
                Salt
      Lake City, Utah 84121
              2,505,300
              14.48%Common
              Atomic
      Capital Corp.(1)
                1588
      Petal Point
                Kennesaw,
      Georgia 30152
              2,305,300
              13.32%Common
              Angela
      Torp (1)
                1588
      Petal Point
                Kennesaw,
      Georgia 30152
              2,505,300
              14.48%Common
              Denny
      W. Nestripke
                PO
      Box 581072
                Salt
      Lake City, Utah 84158
              1,608,160
              9.30%Director(s)Common
              Eugene
      Gronning                                 --------------See
      above---------------Common
              All
      Officers and Director as a Group (one  person)
              6,903,320
              39.90%
 _________________
 (1)
              Atomic
      Capital Corp is controlled by Angela Torp.  Angela Torp owns
      200,000 shares directly and 2,305,300 shares through her control and
      ownership of Atomic Capital
Corp.
   15
  ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR
 INDEPENDENCE.
 
 The
Company's sole officer and director is Eugene Gronning.  During 2004,
Mr. Gronning loaned $6,000 to the Company (and two other entities loaned an
additional $4,000). The Company issued three unsecured convertible notes payable
bearing interest at 8% per annum and during 2006, these notes were increased to
include accrued interest for a total of $11,200, due on the earlier of December
31, 2006 or at the time of a merger, reorganization or acquisition occurring
between the Company and another corporation or entity that has operations. These
notes contain a provision whereby at the option of the note holder, the
principal amount due and any accrued interest may be converted into common stock
of the Company at $0.001 per share. On June 30, 2006, Mr. Gronning exercised
this conversion provision for $2,000.00, and on July 31, 2006, for the balance
of the principal and interest in the amount of $4,903.32, and consequently,
2,000,000 shares of common stock were issued to him during June 2006 and an
additional 4,903,320 shares were issued to him in July 2006.
 
 In July
2006, Atomic Capital Corp. and W. Reed Jensen converted promissory notes into
2,305,300 shares of the Company’s common stock.  Atomic Capital Corp.
and W. Reed Jensen were owed $2,305.30 each.  With an effective date
of August 31, 2006, the Company entered into a note payable with Denny
Nestripke, CPA, for services he had performed for the Company and for funds he
had advanced to the Company for the payment of creditors for a total of
$10,316.89.  These advances and loans were memorialized in a
promissory note dated April 16, 2007.  This note is due on the earlier
of January 31, 2008 or at the time of a merger, reorganization or acquisition
occurring between the Company and another corporation or entity that has
operations. This note bears interest at 8% per annum but is not convertible into
shares of common stock.
 
 During
April of 2007, the Company entered into $1,500 unsecured Convertible Notes with
Denny W Nestripke, ROTH, IRA, bearing interest at 8% per annum. This note was
convertible into shares of the Company’s common stock at the rate of $0.001 per
share for each dollar owed and accrued interest. This note was due on the
earlier of April 30, 2008 or at the time of a merger, reorganization or
acquisition occurring between the Company and another corporation or entity that
has operations.  In 2008, the note was converted into 1,608,160 shares
of the Company’s common stock.
 
 During
August 2007, Mr. Gronning entered into an unsecured credit-line note with the
Company for a total of $25,000 bearing interest at 10% per annum and due on
demand. At the time the Company entered into this arrangement, it withdrew
$5,000 and $20,000 was available for future needs of the Company.  On
January 8, 2009, the Company entered into a demand note with Mr.
Gronning.  Under the terms of the Note, the Company borrowed an
initial thirty four thousand dollars ($34,000) and has the ability to borrow up
to fifty thousand dollars ($50,000) under the Note.  The note bears
interest at the rate of ten percent (10%) per annum.
 
 Transactions with
Promoters
 
 There
have been no transactions between the Company and promoters during the last
fiscal year.
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 1) Audit
Fees - The aggregate fees incurred for each of the last two fiscal years for
professional services rendered by our principal accountant for the audit of our
annual financial statements and review of our quarterly financial statements is
approximately $11,400 and $8,000 for each of the years ending December 31, 2008
and 2007.
 
 2)
Audit-Related Fees. $0 and $0.
 3) Tax
Fees. $0 and $0.
 4) All
Other Fees. $0.
 5) Not
applicable.
 6) Not
Applicable.
 
  16
  PART
IV
 
 ITEM
15. EXHIBITS, FINANCIAL STATEMNET SCHEDULES
 
 (a)(1)FINANCIAL
STATEMENTS.  The following financial statements are included in this
report:
 
 Title
      of Document
                
                PageReport
      of Independent Registered Public Accounting Firm
                
                F-1Balance
      Sheet
                
                F-2Statements
      of Operations
                
                F-3Statements
      of Stockholders' Equity
                
                F-4Statements
      of Cash Flows
                
                F-5Notes
      to Financial Statements
                
                F-6
 
 (a)(2)FINANCIAL
STATEMENT SCHEDULES.  The following financial statement schedules are
included as part of this report:
 
 None.
 
 (a)(3)EXHIBITS.  The
following exhibits are included as part of this report:
 
 Exhibit
      Number
                
                SEC
      Reference Number
                
                Title
      of Document
                
                LocationItem
      3
                
                Articles
      of Incorporation and Bylaws3.01
                
                3
                
                Articles
      of Incorporation
                
                Incorporated
      by reference *3.02
                
                3
                
                Bylaws
                
                Incorporated
      by reference *Item
      4
                
                Instruments
      Defining the Rights of Security Holders4.01
                
                4
                
                Specimen
      Stock Certificate
                
                Incorporated
      by reference *31.01
                
                31
                
                CEO
      Certification
                
                This
      Filing31.02
                
                31
                
                CFO
      Certification
                
                This
      Filing32.01
                
                32
                
                CEO
      Certification
                
                This
      Filing*  Incorporated
      by reference from the Company's registration statement on Form 10-SB filed
      with the Commission, SEC file no.
000-53009.
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 PMI
      Construction GroupDate:
              April
      6, 2009
              
              By:
              /s/
      C Eugene GronningC.
      Eugene Gronning, President, Director, Principal Accounting Officer
      (Principal Executive Officer)
 
 In
accordance with the Securities Exchange Act of 1934, this report has been signed
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
 
 Signature
              
              Title
              
              Date/s/
      C. Eugene GronningC.
      Eugene Gronning
              
              Director
              
              April
      6, 2009
  17
  
 PMI
Construction Group
 
 Financial
Statements
 
 Table
of Contents
 
 PageReport
      of Independent Registered Public Accounting Firm
                
                F-1Balance
      Sheets
                
                F-2Statements
      of Operations
                
                F-3Statements
      of Stockholders (Deficit)
                
                F-4Statements
      of Cash Flows
                
                F-5Notes
      to Financial Statements
                
                F-6
 
 
  18
  
 
 
 
 Douglas
W. Child, CPA
 Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Roger B.
Kennard, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Officers
and Directors
 PMI
Construction Group
 
 We have
audited the accompanying balance sheets of PMI Construction Group ( a Nevada
development stage enterprise)  as of December 31, 2008 and 2007, and
the related statements of operations, stockholders’ deficit, and cash flows for
the years ended December 31, 2008 and 2007, and for the period from date of
development stage inception ( February 17, 2004 ) through December 31,
2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of PMI Construction Group ( a
development stage enterprise)  as of December 31, 2008 and 2007, and
the results of its operations  and its cash flows for
the  years ended December 31, 2008 and 2007, and for the period from
date of development stage inception ( February 17, 2004 ) through December 31,
2008,  in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements referred to above have been prepared assuming
that the Company    will continue as a going
concern.  As discussed in Note 2 to the financial statements, the
Company has incurred losses from operations, has a liquidity problem, and
requires funds for its operational activities. These factors raise substantial
doubt that the Company will be able to continue as a going concern. The
financial
 statements
do not include any adjustments that might result from the outcome of this
uncertainty.
  
 Child,
Van Wagoner & Bradshaw, PLLC
 Certified
Public Accountants
 Salt Lake
City, Utah 84107
 April 3,
2009
  1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 
 www.cpaone.net
 
 
  F-
1
 
 PMI
Construction Group
 (a
development stage enterprise)
  
 Balance
      SheetsDecember
      31,2008
                      
                      2007Assets:Current
      Assets:Cash
      in bank
                      
                      $
                      387
                      
                      $
                      13,722Prepaid
      expense
                      
                      
                      -
                      
                      
                      -Total
      Assets
                      
                      $
                      387
                      
                      $
                      13,722Liabilities
      and Stockholders' Deficit:Current
      Liabilities:Accounts
      payable
                      
                      $
                      3,300
                      
                      $
                      1,475Notes
      and accrued interest payable to related parties
                      
                      
                      44,249
                      
                      
                      38,205Total
      Current Liabilities
                      
                      
                      47,549
                      
                      
                      39,680Stockholders'
      DeficitConvertible
      preferred stock, $.001 par value, 5,000,000shares
      authorized, 633 shares issued and outstanding
                      
                      
                      1
                      
                      
                      1Common
      stock, $.001 par value, 95,000,000 shares authorized,17,300,709
      shares and 15,692,549 shares issued andoutstanding
      at December 31, 2008 and 2007, respectively
                      
                      
                      17,301
                      
                      
                      15,693Retained
      Deficit
                      
                      
                      (5,064)
                      
                      
                      (5,064)Deficit
      accumulated during the development stage
                      
                      
                      (59,400)
                      
                      
                      (36,588)Total
      Stockholders' Deficit
                      
                      
                      (47,162)
                      
                      
                      (25,958)Total
      Liabilities and Stockholders' Deficit
                      
                      $
                      387
                      
                      $
                      13,722
 
  The
accompanying notes are an integral part of these financial
statements.
 F-
2
 
 PMI
Construction Group
 (a
development stage enterprise)
  
 Statements
      of OperationsFor
      the periodfrom
      the dateof
      developmentstage
      inception(February
      17,For
      the Year Ended
              
              2004)
      ThroughDecember
      31,
              
              December
      31,2008
              
              2007
              
              2008Revenue:
              
              $
              -
              
              $
              -
              
              $
              -Expenses:General
      and administrative
              
              
              (19,160)
              
              
              (15,021)
              
              
              (52,701)Interest
              
              
              (3,652)
              
              
              (1,112)
              
              
              (6,699)Total
      Expenses
              
              
              (22,812)
              
              
              (16,133)
              
              
              (59,400)Net
      Loss
              
              $
              (22,812)
              
              $
              (16,133)
              
              $
              (59,400)Net
      loss per common share
              
              $
              (0.00)
              
              $
              (0.00)Net
      loss per fully diluted common share
              
              $
              (0.00)
              
              $
              (0.00)Weighted
      average number ofcommon
      shares outstanding
              
              
              16,996,701
              
              
              15,692,549Weighted
      average number of fullydiluted
      common shares outstanding
              
              
              17,301,342
              
              
              17,250,577
 
  The
accompanying notes are an integral part of these financial
statements.
 F-
3
 
 PMI
Construction Group
 (a
development stage enterprise)
  
 Statements
      of Stockholders' DeficitDeficitaccumulatedduring
      thePreferred
      Stock
              
              Common
      Stock
              
              Retained
              
              developmentShares
              
              Amount
              
              Shares
              
              Amount
              
              Deficit
              
              stageBalance,
      February 17, 2004
              
              633
              
              $
              1
              
              4,178,629
              
              $
              4,179
              
              $
              (5,064)
              
              $
              -Net
      loss for the period endedDecember
      31, 2004
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              (2,031)Balance,
      December 31, 2004
              
              633
              
              
              1
              
              4,178,69
              
              
              4,179
              
              
              (5,06)
              
              
              (2,031)Net
      loss for the year endedDecember
      31, 2005
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              (2,321)Balance,
      December 31, 2005
              
              633
              
              
              1
              
              4,178,629
              
              
              4,179
              
              
              (5,064)
              
              
              (4,352)Shares
      issued upon conversion ofnotes
      and accrued interest at$0.001
      per share
              
              -
              
              
              -
              
              11,513,920
              
              
              11,514
              
              
              -
              
              
              -Net
      loss for the year endedDecember
      31, 2006
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              
              
              
              (16,103)Balance,
      December 31, 2006
              
              633
              
              
              1
              
              15,692,549
              
              
              15,693
              
              
              (5,064)
              
              
              (20,455)Net
      loss for the year endedDecember
      31, 2007
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              (16,133)Balance,
      December 31, 2007
              
              633
              
              
              1
              
              15,692,549
              
              
              15,693
              
              
              (5,064)
              
              
              (36,588)Shares
      issued upon conversion ofnote
      and accrued interest at$0.001
      per share
              
              -
              
              
              -
              
              1,608,160
              
              
              1,608
              
              
              -
              
              
              -Loss
      from operations for theyear
      ended December 31, 2008
              
              -
              
              
              -
              
              -
              
              
              -
              
              
              -
              
              
              (22,812)Balance,
      December 31, 2008
              
              633
              
              $
              1
              
              17,300,709
              
              $
              17,301
              
              $
              (5,064)
              
              $
              (59,400)
 
  The
accompanying notes are an integral part of these financial
statements.
 F-
4
 
 PMI
Construction Group
 (a
development stage enterprise)
  
 Statements
      of Cash FlowsFor
      the periodfrom
      the dateof
      developmentstage
      inceptionFor
      the Year Ended
              
              (February
      17,December
      31,
              
              2004)
      Through2008
              
              2007
              
              December
      31, 2008Operating
      Activities:Net
      loss from operations
              
              $
              (22,812)
              
              $
              (16,133)
              
              $
              (59,400)Adjustment
      to reconcile net loss to net cash position:Conversion
      of interest payable to common stock
              
              
              108
              
              
              -
              
              
              312Prepaid
      expense
              
              
              -
              
              
              768
              
              
              -Accounts
      payable
              
              
              1,825
              
              
              1,475
              
              
              2,417Interest
      payable to related parties
              
              
              3,544
              
              
              1,112
              
              
              5,041Net
      Cash Used for Operating Activities
              
              
              (17,335)
              
              
              (12,778)
              
              
              (51,630)Financing
      Activities:Conversion
      of interest payable to note payable
              
              
              -
              
              
              -
              
              
              1,200Notes
      payable to related parties
              
              
              4,000
              
              
              26,500
              
              
              50,817Net
      Cash Provided from Financing Activities
              
              
              4,000
              
              
              26,500
              
              
              50,817Increase
      (Decrease) in Cash
              
              
              (13,335)
              
              
              13,722
              
              
              (813)Net
      cash position at start of period
              
              
              13,722
              
              
              -
              
              
              -Net
      Cash Position at End of Period
              
              $
              387
              
              $
              13,722
              
              $
              (813)
 
 
  The
accompanying notes are an integral part of these financial
statements.
 F-
5
 
 PMI
Construction Group
 (a
development stage enterprise)
  Notes
to Financial Statements
 December
31, 2008
 
 
 Note 1:
Organization and Summary of Significant Accounting Policies
 
 Organization – PMI
Construction Group (the “Company”) was incorporated under the laws of the State
of Utah on November 11, 1980 as Bullhead Exploration, Inc. On February 19, 1997
the Company changed its name and its corporate domicile was changed to the state
of Nevada. The Company was a party to a Settlement and Release Agreement filed
in the United States District Court for the District of Utah, Central Division,
having an agreed effective date of February 17, 2004, which resulted in a change
of control of the Company in August 2004. Since that time the Company has
obtained loans to finance its endeavors in seeking a new business venture. The
Company has not generated any revenue since 2004 and is considered a development
stage enterprise as defined in Statement of Financial Accounting Standards
(SFAS) No. 7.
 
 Use of Estimates –
These financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America and require that management
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. The use of
estimates and assumptions may also affect the reported amounts of expenses.
Actual results could differ from those estimates or assumptions.
 
 Net Loss and Fully Diluted
Loss per Share of Common Stock – The loss per share of common stock is
computed by dividing the net loss during the periods presented by the weighted
average number of shares outstanding during those same periods. The diluted loss
per share of common stock is computed by dividing the net loss during the
periods presented by the weighted average number of shares outstanding and the
potential number of shares that could be outstanding during the years presented.
The potential number of shares is a result of the conversion of preferred stock
into common stock and the exercise of an option given to a holder of a
promissory note to convert the principal balance and accrued interest into
shares of the Company’s common stock. This conversion option was exercised in
March 2008, resulting in the issuance of 1,608,160 shares of common stock. At
December 31, 2008, 633 shares of preferred stock are outstanding that may be
converted into 633 shares of common stock.
 
 Income Taxes – The
Company has no deferred taxes arising from temporary differences between income
for financial reporting and for income tax purposes. The Company has a net
operating loss carry forward at December 31, 2008, of approximately $59,000 that
expires if unused from 2024 through 2028. The Company’s utilization of any net
operating loss is unlikely as a result of its intended development stage
activities.
  The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  As a result of the
implementation of Interpretation 48, the Company recognized approximately no
increase in the liability for unrecognized tax benefits.
  The
Company has no tax positions at December 31, 2007 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.
  The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the
years ended December 31, 2007 and 2008, the Company recognized no interest and
penalties.  The Company had no accruals for interest and penalties at
December 31, 2007 and 2008.
   F-
6
 
 PMI
Construction Group
 (a
development stage enterprise)
  Notes
to Financial Statements (continued)
 December
31, 2008
 
 
 Note 1:
Organization and Summary of Significant Accounting Policies
(continued)
  Recently enacted accounting
pronouncements – On January 12, 2009 a Financial Accounting Standards
Board Staff Position amended the impairment guidance in EITF Issue No. 99-20,
“Recognition of Interest Income and Impairment on Purchased Beneficial Interests
and Beneficial Interests That Continue to Be Held by a Transferor in Securitized
Financial Assets” to achieve more consistent determination of whether an other
than temporary impairment has occurred. This Staff Position does not have an
impact on the Company at the present time.
  Note 2:
Going Concern
  The
Company’s financial statements have been prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not generated any
revenue since entering the development stage and is currently dependent on its
sole officer/director to provide its operating capital. Furthermore, the
Company’s sole officer/director serves in his capacities without compensation.
The Company assumes that these arrangements will continue, but no assurance
thereof can be given. A change in these circumstances would have a material
adverse effect on the Company’s ability to continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  Note 3:
Quasi-Reorganization
  During
2000, the Company sold substantially all of its assets and remained dormant
through 2004. Commencing in 2004, the Company began to seek a new business
venture and in accordance with SFAS No. 7, became a development stage
enterprise. Since that time the Company has accumulated the results of
operations in a separate equity account. The Company’s stockholders approved a
quasi-reorganization effective as of January 1, 2004, that provided for a
readjustment of its capital accounts and resulted in its retained deficit from
prior operations being offset against its paid-in capital account in the amount
of $1,928,775. Thus, the paid-in capital account was eliminated and the
remaining deficit of $5,064 continues to be reflected as a retained deficit. No
other accounts were affected by this adjustment and the Company’s accounting is
substantially similar to that of a new enterprise.
  Note 4:
Capital Stock
  Convertible Preferred
Stock – The Company has 633 shares of convertible preferred stock issued
and outstanding with the following preferences:
  a) these
shares are convertible into 633 shares of common stock at any time and shall be
converted into common stock upon the death of the registered owner;
and,
  b) each
preferred share is entitled to twenty votes on any matter voted upon by the
common stockholders.
  
   F-
7
 
 PMI
Construction Group
 (a
development stage enterprise)
  Notes
to Financial Statements (continued)
 December
31, 2008
 
 
 Note4: Capital
Stock (continued)
  Preferred Stock and Common
Stock – The Company’s Board of Directors is expressly granted the
authority to issue without stockholder action, the authorized shares of the
Company’s preferred and common stock. The Board of Directors may issue shares
and determine the powers, preferences, limitations, and relative rights of any
class of shares before the issuance thereof.
  Note 5:
Related Party Transactions
  During
March 2008, an unsecured convertible note for $1,500 and accrued interest of
$108 was converted by the holder thereof into 1,608,160 shares of common stock
at an exercise price of $0.001 per share. This same individual is also the
holder of a $10,317 note bearing interest at 8% per annum. This note and accrued
interest in the amount of $1,929 is currently due; however, the holder has
verbally agreed not to pursue the collection thereof at the present
time.
  Commencing
in August 2007, the Company’s sole officer and director has from time to time
entered into unsecured demand notes bearing interest at 10% per annum which, at
December 31, 2008 totaled $29,000 in principal and $3,003 in interest. During
January 2009, an additional $5,000 was provided to the Company under the same
terms and conditions.