**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**






**FORM
      10-KSB**


(Mark
      One)




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


For
      the
      fiscal year ended December 31, 2006




oTRANSITION
      REPORT UNDER SECITON 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      transition period from ___________ to _____________




**Commission
      file number: 0-31457**




**NUEVO
      FINANCIAL CENTER, INC.**




**** (Name
      of
      small business issuer in its charter)




**DELAWARE**
              (State
                or other jurisdiction of incorporation or organization)
            **5045**
              (Primary
                Standard Industrial Classification)
            **23-3048444**
              (I.R.S.
                Employer Identification No.)





**2112
      Bergenline Avenue**


**Union
      City, New Jersey 07087**




(Address,
      including zip code, and telephone number, including area code,


of
      registrant's principal executive offices)




**Telephone
      Number:****201.537.0956**


(Issuer's
      telephone number)





(Former
      name or former address, if changed since last report)




Securities
      registered under Section 12(g) of the Exchange Act:




Common
      Stock, $.0001 par value per share




(Title
      of
      class)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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.




2




x Yes
oNo




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will 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-KSB
      or any amendment to this Form 10-KSB. x




State
      issuer's revenues for its most recent fiscal year: $ 2,969,910




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
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.):




There
      presently is no public market for the Registrant's common equity.




Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.




**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5
      YEARS)**




Check
      whether the issuer has filed all documents and reports required to be filed
      by
      Section 12, 13, or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court.




_____Yes
      ______No




**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 25,668,223 as of
      April 4,  2007 .




**DOCUMENTS
      INCORPORATED BY REFERENCE**




If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which
      the
      document is incorporated: (1) any annual report to security holders; (2) any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933. The listed documents should be
      clearly described for identification purposes (e.g., annual report to security
      holders for fiscal year ended December 24, 1990): None






Transitional
      Small Business Disclosure Format (Check one): oYes x No




3




**TABLE
        OF CONTENTS**




**PART
                I**
            
            **5****ITEM
                1. DESCRIPTION OF BUSINESS**
            
            **5****ITEM
                2. DESCRIPTION OF PROPERTIES**
            
            **7****ITEM
                3. LEGAL PROCEEDINGS**
            
            **8****ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY**
              **HOLDERS**
            
            **8****PART
                II**
            
            **8****ITEM
                5. MARKET FOR COMMON EQUITY AND RELATED**
              **STOCKHOLDER
                MATTERS**
            
            **8****ITEM
                6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF**
              **FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS**
            
            **11****ITEM
                7. FINANCIAL STATEMENTS**
            
            **14****ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH**
              **ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL**
              **DISCLOSURE**
            
            **33****ITEM
                8A. CONTROLS AND PROCEDURES**
            
            **33****ITEM
                8B. OTHER INFORMATION**
            
            **33****PART
                III**
            
            **33****ITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND**
              **CONTROL
                PERSONS; COMPLIANCE WITH SECTION**
              **16(A)
                OF THE EXCHANGE ACT 16**
            
            **33****ITEM
                10. EXECUTIVE COMPENSATION**
            
            **34****ITEM
                11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL**
              **OWNERS
                AND MANAGEMENT**
            
            **35****ITEM
                12. CERTAIN RELATIONSHIPS AND RELATED**
              **TRANSACTIONS**
            
            **36****ITEM
                13. EXHIBITS AND REPORTS ON FORM 8-K**
            
            **36****ITEM
                14.****PRINCIPAL
                ACCOUNTANT FEES AND SERVICES**
            
            **39****SIGNATURES**
            
            **40**




4




***PART
      I***




Unless
      otherwise noted, all dollar references are in U.S. Dollars.




***Forward-Looking
      Statements***




This
      Form
      10-KSB annual report may contain certain "forward-looking" statements as such
      term is defined in the Private Securities Litigation Reform Act of 1995 or
      by
      the Securities and Exchange Commission in its rules, regulations and/or
      releases, which represent our expectations or beliefs, including but not limited
      to, statements concerning our operations, economic performance, financial
      condition, growth and acquisition strategies, investments, and future
      operational plans. For this purpose, any statements contained herein that are
      not statements of historical fact may be deemed to be forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      "may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate",
      "might", or "continue" or the negative or other variations thereof or comparable
      terminology are intended to identify forward-looking statements. These
      statements by their nature involve substantial risks and uncertainties, certain
      of which are beyond our control, and actual results may differ materially
      depending on a variety of important facts, including but not limited to those
      risk factors discussed herein below.




***Item
      1.***  ***DESCRIPTION
      OF BUSINESS*** **




***General
      Description and Development of Business***




Nuevo
      Financial Center, Inc. (“Company”, “Registrant” or “Nuevo”), formerly Millennium
      Capital Venture Holdings, Inc. (“MCVH”), was incorporated in the State of
      Delaware on June 2, 2000 to serve as a vehicle to effect an acquisition, merger,
      exchange of capital stock or other business combination with a domestic or
      foreign corporation.




On
      March
      24, 2003, the Company acquired all of the issued and outstanding shares of
      Mada
      Multimedia Inc., a Quebec corporation ("Mada"), which was formed to design,
      produce and market multimedia applications in the financial education sector,
      as
      well as training courses and simulations in the stock trading sector. However,
      operations of Mada never commenced.




On
      February 4, 2005, Mr. Andre St-Arnaud, Mr. Nil Lapointe, Mr. Mario Drolet and
      Mr. Bruno Desmarais (“Desmarais”) resigned as Directors and Officers of
      Millennium Capital Venture Holdings Inc. Mr. Francis Mailhot was nominated
      and
      appointed as a Director and as President and CEO of MCVH.





On
      March
      11, 2005 (“Closing Date”), the Company completed the acquisition of Telediscount
      Communications Inc., (“Telediscount”). Telediscount, a New York corporation, was
      incorporated in June 1998, primarily to provide telecommunication, long distance
      service, wire transfers service, phone cards, internet, cellular, accessories,
      bill payment, and other related products and services through retail stores.
      Pursuant to an Agreement and Plan of Merger (collectively, the “Merger”) all of
      the outstanding shares of the Telediscount’s common stock were converted into
      shares of MCVH common stock (“Common Stock”) on the Closing Date.





On
      April
      7, 2005, Mr. Francis Mailhot (“Mailhot”) resigned as President and CEO of MCVH.
      Mailhot remained as a Director of MCVH until his resignation on November 30,
      2005. In addition, on April 7, 2005, Mr. Rainey Sellars, Mr. Tim Gardner and
      Mr.
      Jose Araque (“Araque”) were appointed as Directors of MCVH and Araque was
      simultaneously appointed President and CEO.




5





On
      November 18, 2005, MCVH changed its name to Nuevo Financial Center,
      Inc,





As
      of
      December 31, 2006, there were 13 company-owned stores in operation in New Jersey
      (7) and New York (6).




***General
      Business Plan***




The
      Company is a provider of wire remittance or wire transfers (where a customer
      gives the Company funds to electronically
      transfer to another person, usually internationally, through a worldwide network
      of banks, and
      telecommunication products and services to the rapidly growing Hispanic
      population in the United States. As of December 2006, the Company had revenues
      of approximately $ 3.0
      Million .
      Such
      revenues are principally derived from commissions from wire remittances, the
      sale of cellular phones and accessories, calling cards, long distance calls,
      bill payment, providing internet access, as well as other miscellaneous products
      and services.




Notwithstanding
      the foregoing, the Company is in the process of expanding its business strategy.
      The Company seeks to leverage its existing customer base and company-owned
      retail store operations, which are currently located throughout the New York
      metropolitan area (in northern and central New Jersey, Westchester County,
      New
      York, and in Long Island, New York), by expanding its product lines to address
      the growing need for financial services in the Hispanic community. ** Thus,
      the
      Company is in the process of introducing new products and services into its
      stores and it intends to open new locations targeting working-class communities
      across the United States, where there is a high concentration of Hispanics
      who,
      the Company believes have a strong demand for financial products and services,
      as well as for those financial and telecommunication products currently offered
      by the Company.





The
      Company intends to market, in addition to its current wire remittance and
      telecommunication products and services, a comprehensive range of financial
      products and services. The core financial products will be centered on: i)
      wire
      remittance; ii) insurance; iii) financing; and iv) credit instruments, which
      would enable its customers to establish credit, gain greater access to credit
      markets and protect their assets. Ancillary
      products and services may also include:





·
            Real
                estate - The Company intends to become a licensed real estate broker,
                offering such real estate services as assisting consumers in the
                purchase,
                sale or rental of residential and commercial
                property;





·
            Travel
                - The Company will offer access to booking travel
                arrangements;





·
            Check
                cashing - Cashing all types of checks, including payroll, government,
                personal, two-party, money orders, insurance drafts, cashier's checks
                and
                more, since many banks now refuse to cash checks for people who do
                not
                have bank accounts. For those with bank accounts, banks can hold
                the
                deposited funds for several days or even weeks until the check clears
                their banking system.





·
            Tax
                preparation and related services - The Company will offer tax services,
                including the preparation of income tax returns and applications
                for tax
                identification numbers.





·
            Payday
                loans - Where permitted by law, the Company intends to initially
                offer,
                through an affiliate program, access to pay day loans or cash advances.
                These are short term loans that provide consumers with additional
                money
                until their next payday.




6


·
            Storage
                value cards - Provide
                a way to make financial transactions.Stored value cards usemagnetic
                stripe technology to store information about funds that have been
                prepaid
                to the card. Payroll cards, government benefit cards, prepaid debit
                cards,
                gift cards, and telephone cards are examples of stored value cards.





·
            Prepaid
                credit cards - For consumers with no credit or past credit problems,
                it
                can be very difficult to get credit cards. Prepaid credit cards,
                work
                exactly like a regular credit card. Consumers can open an account
                and
                "pre-load" the card with cash up-front, similar to a pre-paid calling
                card. Then, they can use the prepaid MasterCard or Visa anywhere
                these
                cards are accepted; and,





·
            Money
                orders-Money
                orders are a convenient, safe and economical alternative to personal
                and
                bank checks. They
                are easy to buy and are readily accepted as a form of currency. They
                provide the security of a bank check, at a lower price. As there is
                no need for a bank account, consumers don’t need to wait days for it to
                clear. As well as being cashed on-the-spot, money orders can be deposited
                directly into a bank account, subject to a clearance
                period.





***Government
      Regulation***





Some
      of
      the products and services discussed above may require that the Company secure
      the necessary state licensing to be able to offer such products and services.
      At
      present, the Company has begun the process of applying to the applicable state
      authorities to secure any such licenses that may be required. The Company is
      not
      aware of any issues that would impede its ability to secure the appropriate
      licenses.





With
      wire
      remittance services, the transfer of funds across international borders is
      regulated by the government Bank Secrecy Act and Anti-Money Laundering
      Regulation. As an authorized agent of Vigo Remittance Corp., one of the largest
      electronic funds transfer companies in the US, the Company closely adheres
      to
      the Bank Secrecy Act regulations, which require financial institutions located
      in the U.S., including money remitters, to collect information and maintain
      records for domestic and international money transfers of $3,000 and over.





***Competition***





The
      Company will likely face competition from a variety of sources seeking to gain
      access to the Hispanic market to sell their financial products and services.
      While the Company is not presently aware of any other company looking to develop
      a national chain of financial and telecommunication retail centers, there
      currently is and will likely continue to be, competition from insurance
      companies, banks, mortgage companies, check cashing businesses, tax preparers,
      and other businesses. Some of these competitors may have greater financial
      resources than the Company that will enable them to outperform the Company.
      In
      addition, the Company recognizes that the multi-service industry has numerous
      individual owners operating in local markets offering similar products and
      services to those offered by the Company.




***Employees*** ****




As
      of
      April 4, 2007,
      the
      Company employed approximately 48 individuals, of which approximately
      96 %
      were
      employed on a full-time basis. No employees are covered by any collective
      bargaining agreement. The Company considers its labor relations with its
      employees to be in good standing and have not experienced any interruption
      of
      its operations due to disagreements.




***Item
      2.***  ***DESCRIPTION OF PROPERTY***




The
      Company leases all of its retail locations and currently utilizes space in
      one
      of these locations as the Company’s corporate headquarters. The Company believes
      that it has adequate insurance in force on all of its retail locations.




7




In
      December 2005, the Company renovated one of its existing retail stores as a
      prototype Nuevo location, at a cost of approximately $40,000. Based upon its
      ability to raise additional financing, the Company intends to remodel, most,
      if
      not all, of its then remaining retail stores to reflect its new corporate name,
      image and expanding business model.




***Item
      3.***  ***LEGAL
      PROCEEDINGS***




The
      Company has recently been named as an additional defendant in a lawsuit against
      the City of New York for an alleged slip and fall which purportedly occurred
      near a former location of the Company. At this time, the Company has no
      information as to the extent of the claim and has hired an attorney to
      investigate the matter further.




In
      May
      2005, a judgment from the United States Department of Labor was entered into
      against Telediscount for alleged violations of the Fair Labor Standards Act
      and
      was assessed a penalty of $100,000, requiring an initial payment of $16,000
      at
      May 1, 2005, with the remaining balance of approximately $84,000 payable over
      a
      period of twelve equal monthly installments. As of December 31, 2006, the
      Company has satisfied this liability, in full, in accordance with the terms
      of
      the agreement.




On
      October 11, 2005, a judgment was entered against Telediscount in the amount
      of
      $36,634 for an outstanding debt to a former consultant, who also served as
      a
      former Chief Executive Officer of Telediscount and is a current shareholder
      of
      the Company. On January 27, 2007, the Company settled this judgment in the
      amount of $29,000.




There
      is
      no other litigation currently pending or being threatened by or against the
      Company.




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




There
      were no matters submitted to a vote by the Company's shareholders during the
      fourth quarter ended December 31, 2006.




** ***PART
      II***




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




There
      is
      currently no public market for the Company's securities. On December 28, 2005,
      the Company filed a registration statement with the Securities and Exchange
      Commission (the "SEC") on Form SB-2 to register certain of its issued and
      outstanding shares. Following such registration statement being deemed effective
      by the SEC, the Company will file an application with the National Association
      of Securities Dealers requesting approval of quotation of its securities on
      the
      OTC/BB. On January 17, 2007, the Company filed an amendment to Form SB-2 by
      filing Form SB-2/A.





As
      of
      April 4, 2007 ,
      there
      were 106 **** stockholders
      of the Company's outstanding common stock.





Since
      the
      Company's date of inception on June 2, 2000, the Company has sold securities
      which were not registered under the Securities Act of 1933, as
      follows:




Date
            
            Name
            
            Shares
            
            ConsiderationJune
                2, 2000
            
            DotCom
                Internet Ventures Ltd. (1)
            
            5,000,000
            
            $500.00




Mr.
      William Tay, the President and sole director of MCVH as of June 2, 2000 was
      also
      the sole director and controlling shareholder of DotCom Internet Ventures Ltd
      (“DCIV”). The above referenced shares, issued to DCIV were for services provided
      to MCVH by DCIV, in lieu of cash. Such services were valued at $500 and
      consisted of incorporation and organization of the corporation.




8





On
      June
      26, 2001, DCIV sold its 5,000,000 shares to Mr. Bruno Desmarais (“Desmarais”), a
      past officer and director of MCVH. No underwriting discounts, commissions,
      finder's fees or other expenses were paid in connection with this sale of stock.





In
      April
      2002, MCVH issued 1,000,000 shares of its common stock to eight (8) consultants
      that provided actual services to Millennium, which were valued at $0.10 per
      share. The shares were issued pursuant to exemptions provided by Section 4(2)
      of
      the Securities Act and Regulations D and S promulgated by the Securities and
      Exchange Commission there under.





Since
      becoming MCVH's major shareholder in June 2001, Desmarais loaned an aggregate
      of
      $7,010 to MCVH, which was carried on the Company’s financial statements as a
      shareholder's loan. This unsecured loan was made without the execution of any
      loan agreement or other document and had no repayment terms or terms regarding
      accrual of interest. ****





In
      January 2003, in order to raise capital for MCVH’s then ongoing needs for
      accounting services, legal representation and auditing, the Company conducted
      a
      private placement of its securities. Under such offering, MCVH sold 850,000
      shares of common stock and realized total proceeds of $42,500 from such sales.
      The shares were sold to family members, business associates, close friends
      of
      MCVH’s then officers and directors. The shares were issued pursuant to
      exemptions provided by Section 4(2) of the Securities Act and Regulations D
      and
      S promulgated by the Securities and Exchange Commission there under. No
      commissions or finders fees were paid by Millennium in connection with the
      sale
      of these shares.





On
      March
      25, 2006, the Company entered into a Convertible Promissory Note (“Convertible
      Note”) with certain investors (“Investors”), in the amount of $91,973. Under the
      terms of the Convertible Note, due April 1, 2007, it was to be repaid through
      either conversion by the Investors into cash, or into quoted shares of the
      Company’s common stock, including an interest rate of ten (10%) percent per
      annum from the closing date to the conversion date. On April 24, 2006, the
      Investors elected to convert the principal amount of the promissory note into
      2,299,325 shares of the Company’s common stock at a price of $.04 per share of
      the Company’s common stock.





On
      April
      1, 2006, a management consultant to the Company was issued the right to
      subscribe and purchase warrants to purchase 1,240,729 shares of common stock,
      at
      $.80 per share.





On
      May 2,
      2006, the Company entered into a Secured Convertible Note (“Secured Note”) in
      the amount of $500,000 with Vision Opportunity Capital Partners, LP (“Vision”).
      The Company simultaneously entered into a Securities Purchase Agreement,
      Security Agreement, and Unit Purchase Warrant (collectively, the “Agreements”).





These
      Agreements allow for the purchase of $500,000 of Units, each of which consists
      of:





·
              Secured
                  convertible promissory notes;




·
            Class
                A warrants (“A Warrants”) to purchase 1,000,000 shares of Common Stock at
                $.50 per share;




·
            Class
                B warrants (“B Warrants”) to purchase 500,000 shares of Common Stock at
                $1.00 per share; and,




·
            Unit
                Purchase Warrant to purchase a unit consisting of shares of Common
                Stock
                and Class A and Class B Warrants (“Warrant
                Shares”).





The
      relevant terms of the Secured Note are as follows:





·  Term
      -





The
      Secured Note is due on the earliest of: (i) the completion of a financing in
      which the Company receives no less than $2,500,000 in gross proceeds ("Eligible
      Financing"), or (ii) one year after the date of exercise by Vision of the Unit
      Purchase Warrant;




·  Amount
      -





The
      Secured Note shall be redeemed or converted on the gross proceeds, including
      interest, which accrues at a rate of 10% per annum from the closing date to
      the
      conversion date.




9





·  Voluntary
      conversion -





Common
      Stock - Under the terms of the Agreements, Vision has the right to convert,
      at
      its sole option, a portion or all amounts of principal and interest due and
      outstanding under this Note into shares of Common Stock at a conversion price
      equal to the greater of (i) if before the completion of an Eligible Financing,
      (A) 60% of the daily volume weighted average price (“VWAP”) of the Common Stock
      for ten trading days ending on the last trading day prior to the conversion
      date, or (B) $.50 or, (ii) if after November 30, 2006, if an Eligible Financing
      shall not have been consummated by that date (X) 60% of the VWAP for the ten
      trading days ending on the last trading day prior to the conversion date, or
      (Y)
      $.20.





The
      Company received proceeds of $484,600, net of legal fees, documentation costs
      and filings fees of $15,400. There were no underwriting discounts or commissions
      in connection with this transaction. Such proceeds are for working capital
      purposes. In connection with the Secured Note, A Warrants to purchase 1,000,000
      shares of Common Stock were issued to the holders at an exercise price per
      share
      of $0.50 and B Warrants to purchase 500,000 shares of Common Stock at a price
      per share of $1.00 (collectively, the “Warrants”). The Warrants are exercisable
      immediately and expire five years from date of grant through April
      2011.





On
      November 1, 2006, the Company entered into a second Secured Convertible Note
      (“Second Secured Note”) in the amount of $500,000 with Vision, essentially on
      the same terms and conditions as the Secured Note. The Company simultaneously
      entered into a Securities Purchase Agreement, Security Agreement, and Unit
      Purchase Warrant (collectively, the “Agreements”).





These
      Agreements allow for the purchase of $500,000 of Units, each of which consists
      of:





·
            Secured
                convertible promissory notes;




·
            Class
                A warrants (“A Warrants”) to purchase 1,000,000 shares of Common Stock at
                $.50 per share;




·
            Class
                B warrants (“B Warrants”) to purchase 500,000 shares of Common Stock at
                $1.00 per share; and,




·
            Unit
                Purchase Warrant to purchase a unit consisting of shares of Common
                Stock
                and Class A and Class B Warrants (“Warrant
                Shares”).





The
      relevant terms of the Secured Note are as follows:





·  Term
      -





The
      Second Secured Note is due on the earliest of: (i) the completion of a financing
      in which the Company receives no less than $2,500,000 in gross proceeds
      ("Eligible Financing"), or (ii) one year after the date of exercise by Vision
      of
      the Unit Purchase Warrant;




·  Amount
      -





The
      Second Secured Note shall be redeemed or converted on the gross proceeds,
      including interest, which accrues at a rate of 10% per annum from the closing
      date to the conversion date.





·  Voluntary
      conversion -





Common
      Stock - Under the terms of the Agreements, Vision has the right to convert,
      at
      its sole option, a portion or all amounts of principal and interest due and
      outstanding under this Note into shares of Common Stock at a price (the
“Conversion Price”) equal to the greater of (i) if before the completion of an
      Eligible Financing, (A) 60% of the daily volume weighted average price (“VWAP”)
      of the Common Stock for ten trading days ending on the last trading day prior
      to
      the conversion date, or (B) $.50 or, (ii) if after November 30, 2006, if an
      Eligible Financing shall not have been consummated by that date (X) 60% of
      the
      VWAP for the ten trading days ending on the last trading day prior to the
      conversion date, or (Y) $.20.




10





The
      Company received proceeds of $500,000. There were no underwriting discounts
      or
      commissions in connection with this transaction. Such proceeds are to be used
      for working capital purposes. In connection with the Second Secured Note, A
      Warrants to purchase 1,000,000 shares of Common Stock were issued to the holders at an exercise
      price
      per share of $0.50 and B Warrants to purchase 500,000 shares of Common Stock
      at
      a price per share of $1.00 (collectively, the “Warrants”). The Warrants are
      exercisable immediately and expire five years from date of grant through April
      2011.





On
      November 10, 2006, the Company revised the terms of the $425,000 Bridge Loan
      previously entered into on February 11, 2005, with Finkelstein Capital, Inc.
      Pursuant to the revised terms, the Company agreed that on
      any
      repayment of principal, the holder(s) of the Bridge Loan shall have the right
      to
      convert the principal and interest due on the Bridge Loan to shares of the
      Company’s common stock at the
      greater of: (A) 60 %
      of the
      VWAP (as defined above) for the ten trading Days ending on the last trading
      Day
      prior to the conversion Date, or (B) $0.50 .





On
      December 20, 2006, the
      Company entered into a Confidential Settlement Agreement, Security Agreement
      and
      General Release with Envios de Valores La Nacional Corp. (“LAN Agreement”)
      whereby the Company has agreed to repurchase the shares of the Company’s Common
      Stock owned by LAN. I n
      addition to the payment of a settlement amount (“Settlement Amount”) in
      settlement of LAN’s claim of breach, the Company issued to LAN, a common stock
      warrant providing LAN the right to purchase 1,507,589 shares of the Company’s
      Common Stock (“LAN Warrant”). The LAN Warrant may be exercised by LAN at any
      time between (a) the earlier to occur of either (i) thirty (30) days after
      the
      Company’s registration statement is approved by the Securities and Exchange
      Commission and National Association of Securities Dealers, Inc. (which approval
      would permit the Company’s securities to be traded on a public market and/or
      exchange) or (ii) June 1, 2007 and (b) on or prior to March 31, 2009 or an
      earlier date upon the occurrence of the payment of the Settlement Amount in
      full
      (“Exercise Period”). LAN shall have a one time right to exercise the Warrant in
      whole and not in part, during the Exercise Period, provided the Settlement
      Amount is not paid in its entirety prior to the commencement of the Exercise
      Period. The exercise price for the Warrant Shares shall be payable in a lump
      sum
      of $303,553 (the “Exercise Price”).




***Dividends***




The
      Company has never paid a cash dividend on its Common Stock and has no present
      intention to declare or pay cash dividends on the Common Stock in the
      foreseeable future. The Company intends to retain any earnings which it may
      realize in the foreseeable future to finance its operations. Future dividends,
      if any, will depend on earnings, financing requirements and other
      factors.




***Item
      6.***  ***MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS***




The
      following discussion should be read in conjunction with the information
      contained in the financial statements of the Company and the Notes to
      Consolidated Financial Statements thereto appearing elsewhere
      herein.




***Results
      of Operations for the Year Ended December 31, 2006 as compared to December
      31,
      2005***




Since
      its
      inception on June 2, 2000, through the date of the Merger, the Company had
      no
      operations and was considered to be in the development stage as defined in
      Statement of Financial Accounting Standards No. 7. Notwithstanding, for the
      purpose of this management’s discussion and analysis of financial condition and
      results of operations, the Company is comparing the years ended December 31,
      2006 and 2005 of the acquired entity.




Net
      sales
      of company-owned stores for the year ended December 31, 2006 increased $13,522,
      or 0.5% to $2,969,910, as compared to $2,956,388 for the same period in 2005
      and
      financial services introduced in 2006 an .
      Such
      increase was primarily due to an increase in revenues for commissions from
      cell
      phone activations, bill payment and new
      financial services introduced in 2006, offset, in part, by a lower number of
      stores in operation during 2006 as compared to the same period in 2005. On
      a
      same store basis (those stores that were operated during the entirety of both
      of
      the years ended December 31, 2006 and 2005), comparative net sales increased
      by
      $70,229, or 3.2%, for the year ended December 31, 2006, as compared to the
      same
      period in 2005.




11




The
      Company had a net loss of $1,393,019 for the year ended December 31, 2006,
      an
      increase of $439,280 or 46.1% as compared to a loss of $953,739 for the same
      period in 2005. Such increase in the net loss was primarily due to increases
      in
      (i) general and administrative expenses of $711,322, primarily due to an
      increases in salaries and related payroll taxes of $478,952 from the hiring
      of
      retail store managers and other staff, consulting fees of $186,264 from the
      hiring of a management consultant, telephone expense of $71,625 charged to
      administrative office, interest expense of $63,752 related to the Bridge Loans,
      bad debt expense of $34,078 related to charge backs on Sprint receivables,
      computer supplies expense of $26,678, professional fees related to public
      reporting requirements of $19,428, maintenance and repairs of $15,048,
      advertising and promotion of $13,184, and various other expenses of $29,925,
      which were partially offset by decreases in depreciation expense of $83,123
      as
      many assets have been fully depreciated, rent expense of $62,045 due to the
      closing of four retail stores, cleaning and maintenance of $40,075 as the
      Company reduced its use of outside cleaning services, lower utilities of $23,932
      due to the closing of four retail stores, auto expenses of $10,325 as the
      Company instituted a more cost effective policy for the reimbursement of such
      expenses, and a decrease in various other expenses of $8,112; and (ii) and
      a tax
      assessment and related penalties of $145,584, offset, in part, by a $398,598
      increase in gross profit margin in 2006 due to additional services offered
      by
      the Company which were not offered in the prior year and other adjustments
      in
      the amount of $19,028, as compared to the same period in 2005.





***Liquidity
      and Capital Resources***





As
      of
      December 31, 2006 and 2005, the Company had negative working capital of
      $1,890,154 and $578,668 and cash on hand of $404,503 and $90,873, respectively.





During
      2006, the Company’s operating activities used approximately $750,000 of cash.
      This was primarily due to the net loss of $1,393,000 and an increase in prepaid
      insurance of $5,000, offset, in part, by non-cash items of $139,000, decreases
      in accounts receivable, security deposits, and inventory of $11,000, 10,000
      and
      $4,000, respectively, and increases in accounts payable and accrued liabilities
      of $484,000. The Company believes it can improve its operating cash flows by
      continuously monitoring its Company-owned stores by implementing new marketing
      strategies, increasing its gross margins, through the introduction of financial
      products and services, cost containment, among other things.





For
      the
      year ended December 31, 2006, cash flows provided by investing activities were
      approximately $6,800, primarily due to the sale of equipment of $5,000 and
      an
      adjustment to fixed asset purchases of 5,300, offset, in part, by equipment
      purchases of $3,500.




For
      the
      year ended December 31, 2006, cash flows provided by financing activities were
      $1,057,000 due primarily from convertible note financing secured during the
      year
      in the amount of $1,091,937 . In
      addition to the Bridge Loan, the Company raised additional capital during the
      first, second and fourth quarters of 2006. The Company believes that it will
      require a minimum of $500,000 of additional financing to fund its current
      operations for the twelve months ending December 31, 2007, and therefore, the
      Company is currently seeking such additional capital. However, there can be
      no
      assurance that the Company will be able to secure such additional financing
      or
      whether such financing, if obtained, will be available on terms favorable to
      the
      Company.





***Plan
      of Operation***





The
      Company will continue to review and improve its existing operations by
      monitoring store performance, introducing new products and services,
      implementing aggressive marketing programs, and instituting employee sales
      training programs, and cost containment, amongst other things.




12





As
      part
      of these initiatives, the Company is seeking to expand it’s predominantly
      telecommunications based operations into “financial centers”. As such, the
      Company proposes to offer higher margin financial products, such as real estate,
      travel, insurance, mortgages and other financial products and services to its
      customers.





The
      Company will continue to seek the additional financing it requires to implement
      its conversion and expansion strategy. The Company has defined a list of
      actions, some of which the Company has already been undertaken or which it
      hopes
      to fully implement in 2007 to achieve its growth plans:





·
            Secure
                key strategic partnerships with financial institutions and Latin
                America
                retailers




·
            Complete
                strategic acquisitions for select financial services with license
                requirements




·
            Receive
                permits and licenses to provide financial services not secured through
                acquisition




·
            Institute
                a centralized technology platform and database to process financial
                transactions




·
            Implement
                aggressive market campaigns to the Hispanic
                community




·
            Develop
                a turnkey franchise program




·
            Create
                e-commerce website, and




·
            Recruit
                a world class management team.




***Off-Balance
      Sheet Arrangements***




An
      off-balance sheet arrangement is any contractual arrangement involving an
      unconsolidated entity under which a company has (a) made guarantees,
      (b) a retained or a contingent interest in transferred assets, (c) any
      obligation under certain derivative instruments or (d) any obligation under
      a material variable interest in an unconsolidated entity that provides
      financing, liquidity, market risk, or credit risk support to the company, or
      engages in leasing, hedging, or research and development services within the
      company.




The
      Company does not have any off-balance sheet financing or unconsolidated variable
      interest entities, with the exception of certain guarantees on leases (see *Note
      7 - Commitments, included in the Notes to the Consolidated Financial
      Statements* of this
      Report).





***MANAGEMENT’S
      DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND
      ESTIMATES***





High-quality
      financial statements require rigorous application of high-quality accounting
      policies. Management believes that its policies related to revenue recognition,
      legal contingencies and allowances on accounts receivable are critical to an
      understanding of the Company’s consolidated financial statements because their
      application places the most significant demands on management’s judgment, with
      financial reporting results relying on estimation about the effect of matters
      that are inherently uncertain.




Management’s
      estimate of the allowances on receivables is based on historical sales,
      historical loss levels, and an analysis of the collectibility of individual
      accounts.  To the extent that actual bad debts differed from management's
      estimates by 10 percent, consolidated net income would be an estimated
      $543  lower,
      based upon 2006 results, depending upon whether the actual write-offs are
      greater than estimated.




Management’s
      estimate of the valuation allowance on deferred tax assets is based on whether
      it is more likely than not that the Company’s net operating loss carry-forwards
      will be utilized.  The Company has not recorded a benefit from operating
      loss carry forwards. Factors that could impact estimated utilization of the
      Company's net operating loss carry-forwards are the success of its stores,
      the
      Company's operating efficiencies and the effects of Section 382 of the Internal
      Revenue Code of 1986, as amended, based on certain changes in ownership that
      have occurred, or could occur in the future.




***RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS***




***Accounting
      Changes and Error Corrections***




In
      May
      2005, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error
      Corrections,” a replacement of Accounting Principles Board (“APB”) No. 20,
“Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim
      Financial Statements,” to require retrospective application to prior periods’
financial statements of changes in accounting principle, unless the change
      is
      impracticable to determine the period-specific effects or the cumulative effect
      of the change. As the Company did not have an accounting change or error
      correction, the adoption of this Statement did not have, nor is it expected
      to
      have, a material impact on the Company’s financial position or results of
      operations.




13




***Item
      7.***  ***FINANCIAL STATEMENTS***




**TABLE
                OF CONTENTS****PAGE**REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            15FINANCIAL
                STATEMENTSBalance
                Sheet as of December 31, 2006
            16Statements
                of Operations for the Years EndedDecember
                31, 2006 and 2005
            17Statements
                of Changes in Shareholders' Equity (Deficit) for theYears
                Ended December 31, 2006 and 2005
            18Statements
                of Cash Flows for the Years EndedDecember
                31, 2006 and 2005
            19Notes
                to Financial Statements
            19-33




14





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      board of directors and shareholders of


Nuevo
      Financial Center, Inc.





We
      have
      audited the accompanying balance sheet of Nuevo Financial Center, Inc. as of
      December 31, 2006 and the related statements of operations, changes in
      shareholders’ equity (deficit) and cash flows for the years ended 2006 and 2005.
      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). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes 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 Nuevo Financial Center, Inc. as
      of
      December 31, 2006 and the results of its operations and its cash flows for
      the
      years then ended in conformity with accounting principles generally accepted
      in
      the United States of America.





The
      accompanying financial statements have been prepared assuming that Nuevo
      Financial Center, Inc. will continue as a going concern. As discussed in Note
      1
      to the financial statements, Nuevo Financial Center, Inc. has suffered recurring
      losses from operations, which raises substantial doubt about its ability to
      continue as a going concern. Management’s plans regarding those matters also are
      described in Note 1. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





*/s/
      Jewett, Schwartz Wolfe & Associates*





Hollywood,
      Florida


March
      23 ,
      2007




15








**NUEVO
      FINANCIAL CENTER, INC.**


**BALANCE
      SHEET**


**DECEMBER
      31, 2006**


ASSETSCurrent
                  assetsCash
              
              $
              404,503Commissions
                  receivable, net
              
              
              30,228Inventory
              
              
              2,981Prepaid
                  insurance
              
              
              5,408Prepaid
                  income taxes
              
              
              250Total
                  current assets
              
              
              443,370Property
                  and equipment, net
              
              
              416,856Other
                  assetsSecurity
                  deposits
              
              
              41,674Total
                  assets
              
              $
              901,900LIABILITIES
                  AND SHAREHOLDERS’ DEFICITLiabilitiesCurrent
                  liabilitiesAccounts
                  payable
              
              $
              782,427Notes
                  payable
              
              
              1,551,097Total
                  current liabilities
              
              
              2,333,524Long-term
                  liabilitiesLong-term
                  notes payable
              
              
              188,903Total
                  liabilities
              
              
              2,522,427Commitments
                  and contingenciesShareholders’
                  deficitCommon
                  stock, 100,000,000 shares $.001 par stock authorized,25,668,223
                  shares issued and outstanding
              
              
              25,668Additional
                  paid-in capital
              
              
              3,386,320Treasury
                  stock subscription receivable
              
              
              (350,000
              )Accumulated
                  deficit
              
              
              (4,682,515
              )Total
                  shareholders’ deficit
              
              
              (1,620,527
              )Total
                  liabilities and shareholders’ deficit
              
              $
              901,900
  The
                  accompanying notes are an integral part of these financial statements.




16










**NUEVO
      FINANCIAL CENTER, INC.**


**STATEMENTS
      OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


2006
              
              2005Revenue
              
              $
              2,969,910
              
              $
              2,956,388Cost
                  of Sales
              
              
              1,771,365
              
              
              2,156.441Gross
                  profit
              
              
              1,198,545
              
              
              799,947Total
                  general and administrative expenses
              
              
              2,227,594
              
              
              1,516,272Loss
                  from operations
              
              
              (1,029,049
              )
              
              (716,325
              )Other
                  income and (expense)Interest
                  income
              
              
              3,184
              
              
              -Miscellaneous
                  income
              
              
              6,059
              
              
              -Penalties
              
              
              (268,926
              )
              
              (123,342
              )Loss
                  on abandonment of assets
              
              
              (104,287
              )
              
              (114,072
              )Loss
                  before taxes
              
              
              (1,393,019
              )
              
              (953,739
              )Provision
                  for federal income taxes
              
              
              -
              
              
              -Net
                  loss
              
              $
              (1,393,019
              )
              $
              (953,739
              )Weighted
                  average number of common shares:Basic
              
              
              24,349,633
              
              
              46,903,617Diluted
              
              
              33,518,218
              
              
              46,903,617Net
                  loss per common share:Basic
              
              $
              (0.06
              )
              $
              (0.02
              )Diluted
              
              $
              (0.04
              )
              $
              (0.02
              )





The
      accompanying notes are an integral part of these financial
      statements.




17




**NUEVO
      FINANCIAL CENTER, INC.**


**STATEMENTS
      OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


Common
                    Stock
                    Additional
                      Paid In CapitalPost
                    share exchange
                
                500,000,000
                    shares authorizedPre
                    share exchange
                
                100,000,000
                    shares authorizedShares
                
                $.001
                    par
                      value
                
                Additional
                    Paid
                      in Capital
                
                Accumulated
                    Deficit
                
                Treasury
                    Stock Subscription
                    Receivable
                
                TotalBalance
                    at 12/31/04
                
                
                116,514,468
                
                
                
                
                
                3,318,625
                
                $
                (2,335,707
                )
                
                
                
                $
                982,918Share
                    exchange
                
                
                (116,514,468
                )
                
                
                
                $
                (3,318,625
                )
                $
                
                
                
                
                
                $
                (3,318,625
                )AmendedCapitalization
                
                
                23,700,000
                
                
                23,700
                
                
                3,294,925
                
                
                
                
                
                
                
                
                3,318,625Net
                    loss
                
                
                -
                
                
                
                
                
                -
                
                
                (953,789
                )
                
                
                
                
                (953,789
                )Balance
                    at 12/31/05
                
                
                23,700.000
                
                
                23,700
                
                $
                3,294,925
                
                $
                (3,289,496
                )
                
                
                
                $
                29,129Share
                    cancellation
                
                
                (350,000
                )
                
                (350
                )
                $
                350Stock
                    option expense
                
                
                
                
                
                
                
                
                1,391
                
                
                
                
                
                
                
                
                1,391Conversion
                    of note toequity
                
                
                
                
                
                
                
                
                91,973
                
                
                
                
                
                
                
                
                91,973Treasury
                    stock subscriptionReceivable(350,000
                )
                
                (350,000
                )Issuance
                    of stock forconversion
                    of debt toequity
                
                
                2,318,223
                
                
                2,318
                
                
                (2,318
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,393,019
                )
                
                -
                
                
                (1,393,019
                )Balance
                    at 12/31/06
                
                
                25,668,223
                
                
                25,668
                
                $
                3,386,321
                
                $
                (4,682,515
                )
                $
                350,000
                
                $
                (1,620,527
                )


The
      accompanying notes are an integral part of these financial
      statements.




18




**NUEVO
      FINANCIAL CENTER, INC.**


**STATEMENTS
      OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**


2006
              
              2005Cash
                  flows from operating activitiesNet
                  loss
              
              $
              (1,393,019
              )
              $
              (953,739
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Depreciation
              
              
              27,798
              
              
              116,240Compensation
                  expense for share-based payments
              
              
              1,391
              
              
              -Allowance
                  for doubtful accounts
              
              
              5,427
              
              
              -Loss
                  on abandonment of assets
              
              
              104,287
              
              
              114,072Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              11,345
              
              
              (47,000
              )Inventory
              
              
              4,118
              
              
              236,504Prepaid
                  insurance
              
              
              (5,408
              )
              
              -Security
                  deposits
              
              
              10,376
              
              
              52,146Accounts
                  payable and accrued liabilities
              
              
              483,537
              
              
              212,469Net
                  cash used in operating activities
              
              
              (750,148
              )
              
              (269,308
              )Cash
                  flows from investing activitiesAcquisition
                  of equipment
              
              
              (3,500
              )
              
              (74,096
              )Adjustment
                  to prior equipment purchases
              
              
              5,305
              
              
              -Sale
                  of equipment
              
              
              5,000
              
              
              -Net
                  cash provided by (used in) investing activities
              
              
              6,805
              
              
              (74,096
              )Cash
                flows from
                financing activitiesNotes
                  payable
              
              
              1,000,000
              
              
              425,000Issuance
                  of note for repurchase of stock
              
              
              315,000
              
              
              -Issuance
                  of stock for repayment of note
              
              
              91,973
              
              
              -Treasury
                  stock subscription receivable
              
              
              (350,000
              )
              
              -Net
                  cash provided by financing activities
              
              
              1,056,973
              
              
              425,000Net
                  increase in cash
              
              
              313,630
              
              
              81,596CashBeginning
                  of year
              
              
              90,873
              
              
              9,277End
                  of year
              
              $
              404,503
              
              $
              90,873Supplemental
                disclosures:Interest
                  paid
              
              $
              -
              
              $
              -Taxes
                  paid
              
              $
              -
              
              $
              -Noncash
                  investing and financing activities:Conversion
                  of notes to common stock
              
              $
              91,973
              
              $
              -Issuance
                  of note for repurchase of stock
              
              $
              315,000
              
              $
              -Change
                  in treasury stock:Subscription
                  receivable
              
              $
              (350,000
              )
              $
              -




The
      accompanying notes are an integral part of these financial
      statements.




19





**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
      1 -** ***SUMMARY
      OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES***





*Organization*





Nuevo
      Financial Center, Inc. (“Company”), formerly Millennium Capital Venture
      Holdings, Inc. (“MCVH”), was incorporated in the State of Delaware on June 2,
      2000 to serve as a vehicle to effect an asset acquisition, merger, exchange
      of
      capital stock, or other business combination with a domestic or foreign
      corporation.





On
      March
      11, 2005, the Company completed the acquisition of Telediscount Communications
      Inc., (“Telediscount”). Telediscount, a New York corporation, was incorporated
      in June of 1998, primarily to provide telecommunication, long distance service,
      wire transfers service, phone cards, internet, cellular, accessories, bill
      payment, and other related products and services. Pursuant to an Agreement
      and
      Plan of Merger, all of the outstanding shares of Telediscount’s common stock
      were converted at the Closing Date into shares of MCVH common stock (“Common
      Stock”). On November 18, 2005, MCVH changed its name to Nuevo Financial Center,
      Inc.





This
      summary of significant accounting policies of the Company are presented to
      assist in understanding the Company’s financial statements. The financial
      statements and notes are representations of the Company’s management who is
      responsible for their integrity and objectivity. These accounting policies
      conform to generally accepted accounting principles, except where indicated,
      and
      have been consistently applied in the preparation of the financial
      statements.





*Going
      Concern*





The
      financial statements have been prepared assuming that the Company will continue
      as a going concern. The Company’s independent accountants include a “going
      concern” paragraph in their audit report accompanying these financial statements
      that cautions users of the statements that the Company needs to seek new sources
      or methods of financing or revenue to pursue its business strategy. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty. The Company is currently seeking additional capital
      funding, has updated its business model, services and strategy and has closed
      less profitable locations in response to such concerns. The Company anticipates
      that the above changes will help to generate sufficient working capital to
      cover
      certain operating expenditures. However, there can be no assurance that the
      Company will be able to successfully acquire the necessary capital investment
      or
      revenue to continue their on-going efforts and continue operations. These
      factors, among others, create an uncertainty about the Company’s ability to
      continue as a going concern.  *Revenue
        Recognition* ****
 
 The
        Company generates revenue principally from money remittance and the sale
        of
        telecommunication products and internet-based services. The Company presents
        revenue in accordance with Staff Accounting Bulletin (SAB) No. 104 “Revenue
        Recognition in Financial Statements”, under which revenue is realized when
        persuasive evidence of an arrangement exists, delivery has occurred, the
        price
        is fixed or determinable and collectibility is reasonably assured. Accordingly,
        the Company recognizes revenue when services are rendered or when the product
        is
        delivered.
 
 Since
        revenue was generated primarily through money remittance and bill payment
        services in 2006, the Company adopted Emerging Issues Task Force (EITF) Issue
        No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent".
        In
        accordance with EITF 99-19, the Company reports income based upon the Company’s
        status as a primary obligor, the extent of their pricing latitude and related
        risks associated with the transaction. In connection thereto, the Company
        reports revenue as follows:




20




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





Bill
      Payment and Wire Remittance Fees or Commissions - The Company collects a
      processing fee or commission, in addition to funds collected from customers
      toward the payment of third party bills or amounts to be wire transferred to
      a
      third party. Since the Company is an authorized agent of the bill payment and
      wire remittance providers, such amounts destined for third parties are not
      reflected in the Company’s gross income, as the Company’s suppliers assume the
      majority of the business risks when providing the service. Only the gross fees
      or commissions collected on these transactions are recorded as income by the
      Company, as the Company assumes the risk of transferring the fees and has the
      ability to determine its share of the fee or commission structure. A portion
      of
      the gross fees collected by the Company are for the benefit of the bill payment
      and wire remittance providers; therefore, the fees or commissions remitted
      directly to the processors are included as cost of goods sold. Revenue, from
      the
      processing fees or commissions, is recognized upon the delivery of service
      to
      and payment from the customer.





Phone
      Activation Commissions - The Company earns a commission from phone activations
      and other related services at its retail centers are recorded on a net basis,
      as
      the pricing and risk associated with the transaction remain with the supplier.
      The Company receives commissions approximately 45 days after month end, which
      allows the supplier to offset amounts due to the Company for any customers
      whose
      phone activation may be subsequently terminated due to nonpayment. This method
      of net revenue presentation does not impact operating profit, net income,
      earnings per share or cash flows.





Retail
      sales - All other retail sales generated by the Company are reported based
      on
      the gross amount received from the customer at the time of the sale, with the
      amounts paid out directly to any suppliers reported as cost of sales. The
      Company reports revenue in this manner as it has the direct risk associated
      with
      the sale and has control over pricing. Revenue is recognized upon sale or
      delivery of goods to the customer.





*Use
      of Estimates*





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.  *Cash
        and Cash Equivalents*
 
 For
        purposes of the statement of cash flows, the Company considers all short-term
        debt securities purchased with a maturity of three months or less to be cash
        equivalents.
 
 *Restricted
        cash*
 
 Relates
        to funds collected on behalf of the Company’s customers for third party bill
        payments, of which the Company is an authorized agent. Such funds are held
        by
        the Company until such time that these funds are collected by the third parties.
        As of December 31, 2006, cash and cash equivalents includes approximately $110,000 of
        restricted funds.




21




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





*Inventories*





The
      Company maintains consigned inventory consisting of cellular phones and calling
      cards at their locations. As such, consigned inventory on hand at December
      31,
      2006 is excluded from the financial statements.





As
      of
      December 31, 2006, the Company does maintain inventory in the amount of $2,981,
      consisting of cell phone accessories and miscellaneous merchandise for sale,
      which is valued at the lower of cost or market using the first-in, first-out
      (“FIFO”) method.





*Property
      and Equipment*





Property
      and equipment are carried at cost, net of accumulated depreciation. Depreciation
      expense is computed using the straight-line method of accounting over the
      estimated useful lives of the assets ranging from five years to seven years.
      Expenditures for major renewals and betterments that extend the useful lives
      of
      property and equipment are capitalized. Expenditures for maintenance and repairs
      are charged to expense as incurred.





*Stock-Based
      Compensation*





Prior
      to
      January 1, 2006, the Company accounted for its stock-based compensation plan
      under the recognition and measurement provisions of Accounting Principles Board
      (“APB”) Opinion No. 25, *Accounting
      for Stock Issued to Employees,* and
      related interpretations, as permitted by SFAS No. 123, *Accounting
      for Stock-Based Compensation.*




Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS No. 123(R), *Share-Based
      Payment,* using
      the modified-prospective transition method.  Under this transition method,
      compensation cost recognized in 2006 includes (a) compensation cost for all
      share-based payments granted and not yet vested prior to January 1, 2006, based
      on the grant date fair value estimated in accordance with the original
      provisions of SFAS No. 123, and (b) compensation cost for all share-based
      payments granted subsequent to December 31, 2005 based on the grant-date fair
      value estimated in accordance with the provisions of SFAS No. 123(R).  SFAS
      No. 123(R) requires forfeitures to be estimated at the time of grant and
      revised, if necessary, in subsequent periods if actual forfeitures differ from
      those estimates.





The
      Company calculates stock-based compensation by estimating the fair value of
      each
      option using the Black-Scholes option pricing model.  The Company’s
      determination of the fair value of share-based payment awards are made as of
      their respective dates of grant using the option pricing model and that
      determination is affected by the Company’s stock price as well as assumptions
      regarding the number of subjective variables.  These variables include, but
      are not limited to, the Company’s expected stock price volatility over the term
      of the awards, and actual and projected employee stock option exercise
      behavior.  The Black-Scholes option pricing model was developed for use in
      estimating the value of traded options that have no vesting or hedging
      restrictions and are fully transferable.  Although the fair value of
      employee stock options is determined in accordance with SFAS No. 123(R) using
      an
      option-pricing model, that value may not be indicative of the fair value
      observed in a willing buyer/willing seller market transaction.  The
      calculated compensation cost, net of estimated forfeitures, is recognized over
      the vesting period of the option.





Stock
      options are issued to members of management as a form of compensation. There
      is
      no formal plan or award for these options. Rather, stock options are issued
      at
      the discretion of the Board of Directors (“Board”).




*Registration
      Rights Agreement*




EITF
      Issue No. 05-4 “ *The
      Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument
      Subject to EITF Issue No. 00-19, Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company's Own Stock* ”
(“EITF
      No. 05-4”) addresses financial instruments, such as stock purchase warrants,
      which are accounted for under EITF
      00-19 that may be issued at the same time and in contemplation of a registration
      rights agreement that includes a liquidated damages clause. The consensus for
      EITF No. 05-4 has not been finalized. In May and November 2006, the Company
      entered into secured convertible note agreements, registration rights agreements
      and warrants (see Note 4 -*Notes
      Payable*).
      Based
      on the interpretive guidance in EITF Issue No. 05-4, view C, since the
      registration rights agreement includes provisions for uncapped liquidated
      damages, the Company determined that the registration rights is a derivative
      liability. However, due to various factors including substantial conversion
      of
      these convertible notes and the Company’s expectation that the registration
      statement will be approved within the specified time period, the value of the
      registration rights was deemed to be*de
      minimis*and
      therefore no liability was recorded.




22




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**




In
      accounting for the convertible notes and the warrants, the Company considered
      the guidance contained in EITF 00-19 and SFAS 133 “ *Accounting
      for Derivative Instruments and Hedging Activities* .”
In
      accordance with the guidance provided in EITF 00-19, the Company determined
      that
      the conversion feature of the convertible notes represents an embedded
      derivative since the note is convertible into a variable number of shares upon
      conversion and a liquidated damage clause contained in the registration rights
      agreement requires the Company to pay liquidated damages of 1.5% per month
      of
      the outstanding principal amount of the notes, in cash or shares of Common
      Stock
      to the note holders in the event that a registration statement covering the
      shares underlying the convertible notes and warrants is not declared effective.
      Accordingly, the convertible notes are not considered to be “conventional”
convertible debt under EITF 00-19 and thus the embedded conversion feature
      must
      be bifurcated from the debt host and accounted for as a derivative liability.
      The value of this liability is deemed to be *de
      minimis* ,
      and
      therefore, no liability was recorded.




*Closed
      Stores*





The
      Company continuously evaluates the performance of its retail stores and
      periodically closes those that are under-performing, and where the lease is
      expiring or the Company occupies the location on a month-to- month basis, and
      the Company has elected not to renew the lease or, in the case of a
      month-to-month, not to enter into a long-term lease.





During
      2006, the Company closed four locations and has written off a total of $104,288,
      which represents the remaining net book value of the fixed assets located at
      each location. There were no current expenses or future liabilities incurred
      in
      connection with the closing of any of these locations.





*Earnings
      Per Share*





Basic
      earnings per share is computed by dividing net income available to common
      shareholders by the weighted average number of common shares outstanding during
      the period. Diluted earnings per share reflects the potential dilution that
      could occur if stock options and other commitments to issue common stock were
      exercised or equity awards vest resulting in the issuance of common stock that
      could share in the earnings of the Company.





*Advertising*





Advertising
      costs are charged to expense during the period in which they were incurred.
      Advertising expenses for the years ended December 31, 2006 and 2005 approximated
      $24,173 and $10,989, respectively.





**Recent
      accounting pronouncements**





*Accounting
      changes and error corrections*





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      (“SFAS 154”), which replaces Accounting Principles Board (APB) Opinion No. 20,
      "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes
      in Interim Financial Statements - An Amendment of APB Opinion No. 28." SFAS
      154
      provides guidance on the accounting for and reporting of accounting changes
      and
      error corrections, and it establishes retrospective application, or the latest
      practicable date, as the required method for reporting a change in accounting
      principle and the reporting of a correction of an error. SFAS 154 is effective
      for accounting changes and corrections of errors made in fiscal years beginning
      after December 15, 2006. The Company will adopt SFAS 154 in the first quarter
      of
      fiscal year 2007 and does not expect it to have a material impact on its
      consolidated results of operations and financial condition.




23




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





*Fair
      value measurements*





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (“SFAS
      157”). SFAS 157 provides guidance for using fair value to measure assets and
      liabilities. SFAS 157 addresses the requests from investors for expanded
      disclosure about the extent to which companies measure assets and liabilities
      at
      fair value, the information used to measure fair value and the effect of fair
      value measurements on earnings. SFAS 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. SFAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007 and will be adopted by the Company in the first quarter of fiscal year
      2009. The Company is unable at this time to determine the effect that its
      adoption of SFAS 157 will have on its consolidated results of operations and
      financial condition.





*Accounting
      for uncertainty in income taxes*





In
      July
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes, an interpretation of FASB Statement No. 109" (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing the
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. It also provides guidance on the recognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. The cumulative effects, if any, of applying FIN
      48
      will be recorded as an adjustment to retained earnings as of the beginning
      of
      the period of adoption. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, and the Company is required to adopt it in the first quarter
      of fiscal year 2008. The Company is currently evaluating the effect that the
      adoption of FIN 48 will have on its consolidated results of operations and
      financial condition and is not currently in a position to determine such
      effects, if any.





*Taxes
      collected from customer and remitted to governmental
      authorities*





In
      June
      2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (“EITF
      06-3”), “How Taxes Collected from Customers and Remitted to Governmental
      Authorities Should Be Presented in the Income Statement (That Is, Gross versus
      Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental
      authority that is directly imposed on a revenue producing transaction between
      a
      seller and a customer. EITF 06−3 allows companies to present taxes either gross
      within revenue and expense or net. If taxes subject to this issue are
      significant, a company is required to disclose its accounting policy for
      presenting taxes and the amount of such taxes that are recognized on a gross
      basis. The Company currently presents such taxes net. EITF 06−3 is required to
      be adopted during the first quarter of fiscal year 2008. These taxes are
      currently not material to the Company’s consolidated financial
      statements.





*Accounting
      for rental costs incurred during a construction period*





In
      September 2006, the FASB issued FASB Staff Position No. FAS 13-1 (As Amended),
      “Accounting for Rental Costs Incurred during a Construction Period” (“FAS
      13-1”). This position requires a company to recognize as rental expense the
      rental costs associated with a ground or building operating lease during a
      construction period, except for costs associated with projects accounted for
      under SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real
      Estate Projects.” FAS 13-1 is effective for reporting periods beginning after
      December 15, 2005 and was adopted by the Company in the first quarter
      of fiscal year 2007. The Company’s adoption of FAS 13-1 will not materially
      affect its consolidated results of operations and financial
      position.




24





**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





*Effects
      of Prior Year Misstatements when Quantifying Misstatements in the Current Year
      Financial Statements*





In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements" (“SAB 108”). SAB 108 provides guidance on the consideration
      of the effects of prior year misstatements in quantifying current year
      misstatements for the purpose of a materiality assessment. SAB 108 establishes
      an approach that requires quantification of financial statement errors based
      on the
      effects of each on a company's balance sheet and statement of operations and
      the
      related financial statement disclosures. Early application of the guidance
      in
      SAB 108 is encouraged in any report for an interim period of the first fiscal
      year ending after November 15, 2006, and will be adopted by the Company in
      the
      first quarter of fiscal year 2007. The Company does not expect the adoption
      of
      SAB 108 to have a material impact on its consolidated results of operations
      and
      financial condition.





*FSP
      FAS 123(R)-5*





FSP
      FAS
      123(R)-5 was issued on October 10, 2006. The FSP provides that instruments
      that
      were originally issued as employee compensation and then modified, and that
      modification is made to the terms of the instrument solely to reflect an equity
      restructuring that occurs when the holders are no longer employees, then no
      change in the recognition or the measurement (due to a change in classification)
      of those instruments will result if both of the following conditions are met:
      (a). There is no increase in fair value of the award (or the ratio of intrinsic
      value to the exercise price of the award is preserved, that is, the holder
      is
      made whole), or the anti-dilution provision is not added to the terms of the
      award in contemplation of an equity restructuring; and (b). All holders of
      the
      same class of equity instruments (for example, stock options) are treated in
      the
      same manner. The provisions in this FSP shall be applied in the first reporting
      period beginning after the date the FSP is posted to the FASB website. The
      Company does not expect the adoption of FSP FAS 123(R)-5 to have a material
      impact on its consolidated results of operations and financial condition.




**NOTE
      2 -** ***COMMISSIONS
      RECEIVABLE***





Commissions
      receivable, in the amount of $35,655, consists primarily of amounts due from
      Sprint on the sale of cellular phones. The Company regularly monitors
      collectibility and makes allowances for doubtful accounts when collection is
      not
      reasonably assured. As of December 31, 2006, the Company recorded an allowance
      for doubtful accounts in the amount of $5,427.





**NOTE
      3 -** ***PROPERTY
      AND EQUIPMENT***





Property
      and equipment, net as December 31, 2006 consists of the following:




2006Equipment
            
            $
            345,702Furniture
                and fixtures
            
            
            139,194Leasehold
                Improvements
            
            
            504,110Total
                property and equipment
            
            
            989,006Less:
                accumulated depreciation and amortization
            
            
            (572,150
            )Net
                property and equipment
            
            $
            416,856




Depreciation
      expense for the years ended December 31, 2006 and 2005 was $27,798 and $116,240,
      respectively.




25




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





***NOTE
      4 - NOTES PAYABLE***





On
      February 11, 2005, the Company entered into a bridge loan agreement (“Bridge
      Loan”) with Finkelstein Capital, Inc. (FCI) in the amount of $425,000. Under the
      terms of the Bridge Loan, it was to be repaid with interest at the rate of
      five
      (5%) percent per annum, at the earlier of July 1, 2005, or in the event the
      Company completed a subsequent financing in the amount
      of
      $5,000,000 (“Subsequent Financing”). On November 10, 2006, the Company revised
      the terms of the Bridge Loan previously entered into on February 11, 2005,
      with
      FCI. Pursuant to the revised terms, the Company agreed that (i) the interest
      rate on the Bridge Loan has been increased to ten (10%) percent per annum
      beginning on April 1, 2006; (ii) the principal and interest are due on December
      31, 2007; (iii) the Company would make accelerated principal payments in the amount
      of
      10% of any net proceeds of any financing less than $5,000,000 and would repay
      the Bridge Loan in full for any financing of at least $5,000,000; (iv) on
      any
      repayment of principal, the holder(s) of the Bridge Loan shall have the right
      to
      convert the principal and interest due on the Bridge Loan to shares of the
      Company’s common stock at the
      greater of: (A) 60 %
      of the
      VWAP (as defined above) for the ten trading Days ending on the last trading
      Day
      prior to the conversion Date, or (B) $0.50;
      and (v) if the Bridge Loan is not repaid, in full by the due date, then the
      parties agree to renegotiate the terms of the Bridge Loan no later than sixty
      (60) days after the due date. A ccrued
      interest expense in connection with the Bridge Loan for the year ended December
      31, 2006 was $37,260.





On
      May 2,
      2006, the Company entered into a Secured Convertible Note (“Secured Note”) in
      the amount of $500,000 with Vision Opportunity Capital Partners, LP (“Vision”).
      The Company simultaneously entered into a Securities Purchase Agreement,
      Security Agreement, and Unit Purchase Warrant (collectively, the “Agreements”).





These
      Agreements allow for the purchase of $500,000 of Units, each of which consists
      of:





·
            Secured
                convertible promissory notes;




·
            Class
                A warrants (“A Warrants”) to purchase 1,000,000 shares of Common Stock at
                $.50 per share;




·
            Class
                B warrants (“B Warrants”) to purchase 500,000 shares of Common Stock at
                $1.00 per share; and,




·
            Unit
                Purchase Warrant to purchase a unit consisting of shares of Common
                Stock
                and Class A and Class B Warrants (“Warrant
                Shares”).





The
      relevant terms of the Secured Note are as follows:





·  Term
      -





The
      Secured Note is due on the earliest of: (i) the completion of a financing in
      which the Company receives no less than $2,500,000 in gross proceeds ("Eligible
      Financing"), or (ii) one year after the date of exercise by Vision of the Unit
      Purchase Warrant;




·  Amount
      -





The
      Secured Note shall be redeemed or converted on the gross proceeds, including
      interest, which accrues at a rate of 10% per annum from the closing date to
      the
      conversion date.





·  Voluntary
      conversion -





Common
      Stock - Under the terms of the Agreements, Vision has the right to convert,
      at
      its sole option, a portion or all amounts of principal and interest due and
      outstanding under this Note into shares of Common Stock at a conversion price
      equal to the greater of (i) if before the completion of an Eligible Financing,
      (A) 60% of the daily volume weighted average price (“VWAP” of the Common Stock
      for ten trading days ending on the last trading
      day prior to the conversion date, or (B) $.50 or, (ii) if after November 30,
      2006, if an Eligible Financing shall not have been consummated by that date
      (X)
      60% of the VWAP for the ten trading days ending on the last trading day prior
      to
      the conversion date, or (Y) $.20.




26




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**




The
      Company received proceeds of $484,600, net of legal fees, documentation costs
      and filings fees of $15,400. In connection with the Secured Note, A Warrants
      to
      purchase 1,000,000 shares of Common Stock were issued to the holders at an
      exercise price per share of $0.50 and B Warrants to purchase 500,000 shares
      of
      Common Stock at a price per share of $1.00
      (collectively, the “Warrants”). The Warrants are exercisable immediately and
      expire five years from date of grant through April 2011. The fair market value
      of both classes of Warrants granted is estimated on the date of grant using
      the Black
      -
      Scholes option pricing model, in accordance with Statement of Financial
      Accounting Standards No. 123 "Accounting for Stock-Based Compensation"
      using the following weighted-average assumptions: expected dividend yield 0%,
      risk-free interest rate of 4.90%, volatility ranging from 50% to 100% and
      expected term of 5 years. Due to the strike price being greater than the current
      stock price at the date of issuance, the fair value Warrants were considered
      to
      be *de
      minimis* and,
      therefore, no adjustment has been recorded to reflect their value. Additionally,
      in connection with the Secured Note, the Company did not record any beneficial
      conversion since the conversion price was greater than the fair market value.
      Accrued interest expense in connection with the Secured Note for the year ended
      December 31, 2006 was $33,425. As part of
      the
      renegotiation of the terms of the Bridge Loan, the Company paid a commission
      of
      $22,500 subsequent to the closing of the Secured Note, representing a finder’s
      fee to one of the principals of FCI, for the introducing Vision to the Company.





On
      November 1, 2006 , the
      Company entered into a second Secured Convertible Note (“Second Secured Note”)
      in the amount of $500,000 with Vision, essentially on the same terms and
      conditions as the Secured Note. The Company simultaneously entered into a
      Securities Purchase Agreement, Security Agreement, and Unit Purchase Warrant
      (collectively, the “Agreements”).





These
      Agreements allow for the purchase of $500,000 of Units, each of which consists
      of:





·
            Secured
                convertible promissory notes;




·
            Class
                A warrants (“A Warrants”) to purchase 1,000,000 shares of Common Stock at
                $.50 per share;




·
            Class
                B warrants (“B Warrants”) to purchase 500,000 shares of Common Stock at
                $1.00 per share; and,




·
            Unit
                Purchase Warrant to purchase a unit consisting of shares of Common
                Stock
                and Class A and Class B Warrants (“Warrant
                Shares”).





The
      relevant terms of the Secured Note are as follows:





·  Term
      -





The
      Second Secured Note is due on the earliest of: (i) the completion of a financing
      in which the Company receives no less than $2,500,000 in gross proceeds
      ("Eligible Financing"), or (ii) one year after the date of exercise by Vision
      of
      the Unit Purchase Warrant;




·  Amount
      -





The
      Second Secured Note shall be redeemed or converted on the gross proceeds,
      including interest, which accrues at a rate of 10% per annum from the closing
      date to the conversion date.





·  Voluntary
      conversion -




27




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





Common
      Stock - Under the terms of the Agreements, Vision has the right to convert,
      at
      its sole option, a portion or all amounts of principal and interest due and
      outstanding under this Note into shares of Common Stock at a price (the
“Conversion Price”) equal to the greater of (i) if before the completion of an
      Eligible Financing, (A) 60% of the daily volume weighted average price (“VWAP”)
      of the Common Stock for ten trading days ending on the last trading day prior
      to
      the conversion date, or (B) $.50 or, (ii) if after November 30, 2006, if an
      Eligible





Financing
      shall not have been consummated by that date (X) 60% of the VWAP for the ten
      trading days ending on the last trading day prior to the conversion date, or
      (Y)
      $.20.





The
      Company received proceeds of $500,000. In connection with the Second Secured
      Note, A Warrants to purchase 1,000,000 shares of Common Stock were issued to
      the
      holders at an exercise price per share of $0.50 and B Warrants to purchase
      500,000 shares of Common Stock at a price per share of $1.00 (collectively,
      the
“Warrants”). The Warrants are exercisable immediately and expire five years from
      date of grant through April 2011. Accrued interest expense in connection with
      the Second Secured Note for the year ended December 31, 2006 was $7,123.





On
      December 20, 2006, the
      Company entered into a Confidential Settlement Agreement, Security Agreement
      and
      General Release with Envios de Valores La Nacional Corp. (“LAN Agreement”)
      whereby the Company has agreed to repurchase the shares of the Company’s Common
      Stock owned by LAN. In connection with the LAN Agreement, the Company has agreed to
      repurchase the shares of the Company’s Common Stock owned by LAN in the amount
      of LAN’s original investment, or $350,000, plus interest at 10% per annum,
      payable as follows: (i) $35,000 upon execution of the LAN Agreement and (ii)
      monthly payments of $12,660 commencing on January 2, 2007 through April 1,
      2009.
      Notwithstanding the foregoing, the LAN
      Agreement provides that, in the event the Company raises financing, accelerated
      principal payments would be made to reduce the then outstanding balance of
      the
      note (see Note 5 - *Related
      Party* ).





**NOTE
      5 -** ***RELATED
      PARTY***





During
      2006 and 2005, the Company paid an officer of the Company consulting fees,
      along
      with reimbursement of expenses incurred during the course of business. Amounts
      paid out for consulting and professional fees for December 31, 2006 and 2005
      were $34,250 and $69,037, respectively. Such consulting payments ceased in
      June
      2006.





On
      January 31, 2005 the Company entered into a consulting agreement (“Consulting
      Agreement”) with Consultant Investments, LLP, which is owned by Edward Cabrera,
      a shareholder of the Company, whereby the Consultant (“Consultant”) was engaged
      to act as a consultant in connection with taking the Company “public” through a
      reverse merger, or any other means, and giving access to at least $5 million
      in
      capital. The Company engaged the Consultant as its exclusive agent in the
      placement of securities of the Company in one or more related transactions
      one
      or more investors in the form of equity, debt, or convertible instruments,
      equity line, or any other securities, and instruments. Under the Consulting
      Agreement, upon the consummation of taking the Company “public” and funding the
      Company for a total of $5 million in capital, the Company will pay the
      Consultant a placement fee (“Placement Fee”) equal to 10% of the total shares of
      Common Stock outstanding of the Company, on a fully diluted basis. The
      Consulting Agreement may be terminated by either party, at any time, with or
      without cause, upon written notice to the other party; provided, however, that
      if the Company, directly or indirectly, consummates an issuance of its
      securities within twelve months following such termination with a party
      identified by the consultant, then the Consultant will be entitled to the full
      amount of the Placement Fee contemplated under the Consulting Agreement. Other
      than the Placement Fee based upon the consummation of taking the Company
“public” and funding the Company for a total of $5 million in capital, the
      Consultant is not entitled to, nor has the Consultant been paid, any other
      compensation.





LAN,
      a
      shareholder of the Company, is engaged in the business of money transfer,
      whereby it receives money and/or negotiable instruments and remits the same
      pursuant to specific customer’s instructions. On February 14, 2003, Telediscount
      entered into a contractual agreement (“Contractual Agreement”) with LAN
      whereby:




·
            Telediscount
                desired to purchase its money transfer services on an exclusive basis
                from
                LAN;




28




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**






·
            LAN
                desired to invest in Telediscount and obtain a position on its
                Board;




·
            LAN
                desired to be presented with a proposal for telecommunication services
                by
                Telediscount and its affiliates; and




·
            The
                parties desired that they each would not open a store within a certain
                radius of the other’s existing
                stores.





On
      May 1,
      2003, LAN invested $350,000 in exchange for 1,743,213 shares of common stock,
      representing 5% of the fully diluted shares of Telediscount, all of which were
      converted to 311,605 shares of Common Stock of the Company upon the Merger.
      Additionally, Telediscount and LAN entered into individual agency agreements
      for
      wire transfer services covering each of the Company’s stores. LAN made certain
      claims of breach of the Contractual Agreement and in order to avoid the expense
      and burden associated with litigation and to avoid the risks inherent in
      litigation, the parties desire to compromise and have agreed, without admission
      by the Company of any claims of breach under the Contractual Agreement, to
      adjust, settle and compromise such claims and any claims that either party
      may
      have against each other in accordance with the terms hereof; in an order to
      resolve such disputes, on December 20, 2006, the Company and LAN entered into
      the LAN Agreement which will result in the repurchase of LAN’s shares of Common
      Stock by the Company.





LAN,
      as
      the owner of 311,605 shares of the Company’s Common Stock, shall have the right,
      during the term of the LAN Agreement, to sell any part and/or all of its shares
      of the Company’s Common Stock to third parties; provided however, the Company
      shall have a twenty (20) day right of first refusal to purchase LAN’s shares of
      the Common Stock on the same terms and conditions as set forth in the third
      party offer.





Notwithstanding
      the above, the percentage of the LAN shares of the Company’s Common Stock which
      LAN is permitted to sell will be proportionately reduced each time LAN receives
      payment against the outstanding Settlement Amount **.**





**NOTE
      6 -** ***INCOME
      TAXES***





The
      provision (benefit) for income taxes from continued operations for the years
      ended December  31,
      2006
      consists of the following:


2006
            
            2005Current:Federal
            
            $
            -
            
            
            -Deferred:Federal
            
            
            (1,840,000
            )
            
            (953,739
            )Benefits
                from increase in valuation allowance
            
            
            1,840,000
            
            
            953,739Benefit
                from income taxes
            
            $
            -
            
            
            -




Deferred
      income taxes result from temporary differences in the recognition of income
      and
      expenses for financial reporting purposes and for tax purposes. A blended rate
      of 40% is used for determining the tax effect for both federal and state taxes.
      The tax effect of these temporary differences representing deferred tax assets
      and liabilities result principally from the following:


2006Net
                  operating loss-carry forwards
                expiring
                  between 2018 - 2025
              
              $
              4,600,000Depreciation
                and amortization
              
              
              -Other
              
              
              -Deferred
                  income tax asset
              
              $
              4,600,000





29





**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





The
      net
      deferred tax assets and liabilities are comprised of the following:


2006Deferred
                  tax assetsCurrent
              
              
              -Non-current
              
              $
              1,840,000Less
                  valuation allowance
              
              
              (1,840,000
              )Net
                  deferred income tax asset
              
              $
              -





In
      accordance with IRC Section 382, the Company may be limited in its ability
      to
      recognize the benefit of future net operating loss carry-forwards. Consequently,
      the Company did not include a benefit from operating loss carry
      forwards.





**NOTE
      7 -** ***COMMITMENTS***





*Leases*





The
      Company has entered into multiple non-cancelable lease agreements which cover
      various equipment and rental space. These leases are accounted for as operating
      leases. These leases expire between 2009
      and
      2011 .





Future
      minimum payments under these non-cancelable leases are as follows as of December
      31, 2006:


Year
              
              Amount2007
              
              $
              236,0022008
              
              
              250,0712009
              
              
              282,5612010
              
              
              224,7652011
              
              
              56,850$
              1,050,249


Rent
      expense for December 31, 2006 and 2005 was $439,702 and $501,747,
      respectively.





*Guarantee*





In
      December 2002, the FASB issued FIN 45, “Guarantor’s Accounting and Disclosure
      Requirements (“FIN 45”).” FIN 45 requires the disclosure of any guarantees in
      place at December 31, 2002 and the recognition of a liability for any guarantees
      entered into or modified after that date.





As
      part
      of the daily services provided to customers, the Company acts as an agent and
      will collect and remit funds internationally through an agreement with
      third-party transmitters. These funds are held in safes at the Company’s various
      locations, until picked up by these third-parties, which can vary from several
      times a day to a few times per week. The Company has guaranteed, under
      agreements entered into between 1999 and 2003, the payment of all sums due
      and
      owing to these third-parties. In the event of default, the Company is liable
      for
      any amounts due, along with any attorney fees and costs associated with
      enforcement of terms.





As
      of
      December 31, 2006 and 2005, the Company held a total of $110,000 and $40,352,
      respectively throughout its various locations . The
      Company has included these amounts as accrued liabilities at the end of the
      year.




30





**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





*Lawsuit*





In
      May
      2005, a judgment from the United States Department of Labor was entered into
      against Telediscount for alleged violations of the Fair Labor Standards Act.
      The
      Company was assessed a penalty of $100,000, requiring an initial payment of
      $16,000 at May 1, 2005, with the remaining balance of approximately $84,000
      over
      a period of twelve equal monthly installments. The Company has satisfied this
      liability in accordance with the terms of the agreement.




On
      October 11, 2005, a judgment was entered against Telediscount in the amount
      of
      $36,634 for an outstanding debt to a former consultant, who also served as
      a
      former Chief Executive Officer of Telediscount and is a current shareholder
      of
      the Company (see Note 9 - Subsequent Events).




**NOTE
      8 -** ***SHAREHOLDERS’
      EQUITY***





*Share
      exchange*





In
      March
      2005, 116,514,468 outstanding shares of Telediscount common stock were exchanged
      for 23,700,000 shares of Common Stock, in accordance with an Agreement and
      Plan
      of Merger.





*Conversion
      of debt to equity*





On
      April
      24, 2006, certain investors converted the principal amount of their convertible
      note, together with interest of $756, into 2,318,233 shares of Common Stock
      at a
      price of $.04 per share of Common Stock. Such shares were issued on August
      25,
      2006.





*Common
      stock issuance*





In
      May
      2004, Telediscount issued 40,780,065 additional shares of its no par common
      stock at a per share price of $.0022 each. This represents a total investment
      of
      $90,000, which is included as paid in capital.





*Treasury
      stock subscription receivable*





In
      connection with the repayment of the note with LAN, the Company has recorded
      a
      treasury stock subscription receivable in the amount of $350,000.





*Common
      stock cancellation*





On
      July
      9, 2006, a shareholder cancelled 350,000 shares of Common Stock.





*Stock
      options*





Stock
      options are issued to members of management as a form of compensation. There
      is
      no formal plan or award for these options; rather, they are issued at the
      discretion of the Board of Directors (“Board”) discretion. The options are
      exercisable at the end of three years and can be subject to Board approval
      and
      recession and expire four years after their exercise date.


At
        the
        end of December 31, 2004, there were 1,000,000 outstanding stock options
        granted
        to management for purchase at $0.01 per share. The options that remain in
        effect
        at December 31, 2005 have a grant date of September 2, 2000, exercise date
        of
        September 2, 2003 and will expire on September 2, 2007.


31




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





The
      following is a summary of stock options outstanding at December 31, 2006 and
      2005:


2006
              
              
              2005Beginning
                  balance
              
              
              1,000,000
              
              
              1,000,000Granted
                  or issued
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Forfeited
                  or expired
              
              
              -
              
              
              -Ending
                  balance
              
              
              1,000,000
              
              
              1,000,000





Prior
      to
      January 1, 2006, the Company accounted for its stock-based compensation plan
      under the recognition and measurement provisions of Accounting Principles Board
      (“APB”) Opinion No. 25, *Accounting
      for Stock Issued to Employees,* and
      related interpretations, as permitted by SFAS No. 123, *Accounting
      for Stock-Based Compensation.*




Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS No. 123(R), *Share-Based
      Payment,* using
      the modified-prospective transition method.  Under this transition method,
      compensation cost recognized in 2006 includes (a) compensation cost for all
      share-based payments granted and not yet vested prior to January 1, 2006, based
      on the grant date fair value estimated in accordance with the original
      provisions of SFAS No. 123, and (b) compensation cost for all share-based
      payments granted subsequent to December 31, 2005 based on the grant-date fair
      value estimated in accordance with the provisions of SFAS No. 123(R).  SFAS
      No. 123(R) requires forfeitures to be estimated at the time of grant and
      revised, if necessary, in subsequent periods if actual forfeitures differ from
      those estimates.





The
      Company calculates stock-based compensation by estimating the fair value of
      each
      option using the Black-Scholes option pricing model.  The Company’s
      determination of the fair value of share-based payment awards are made as of
      their respective dates of grant using the option pricing model and that
      determination is affected by the Company’s stock price as well as assumptions
      regarding the number of subjective variables.  These variables include, but
      are not limited to, the Company’s expected stock price volatility over the term
      of the awards, and actual and projected employee stock option exercise
      behavior.  The Black-Scholes option pricing model was developed for use in
      estimating the value of traded options that have no vesting or hedging
      restrictions and are fully transferable.  Although the fair value of
      employee stock options is determined in accordance with SFAS No. 123(R) using
      an
      option-pricing model, that value may not be indicative of the fair value
      observed in a willing buyer/willing seller market transaction.  The
      calculated compensation cost, net of estimated forfeitures, is recognized over
      the vesting period of the option.





The
      Black
      - Scholes method option pricing model was used to estimate fair value as of
      the
      date of grant using the following assumptions:


2006
              
              2005Risk-Free
              
              
              1.35
              %
              
              1.35
              %Expected
                  volatility
              
              
              50.00
              %
              
              50.00
              %Expected
                  life
              
              
              2
                  Years
              
              
              3
                  YearsExpected
                  dividends
              
              
              -
              
              
              -


Consideration
      was also given to the fair value of the warrants subscribed under the secured
      promissory note (see Note 4 *-*  *Notes
      Payable* )
      using
      the Black - Scholes model, which valued the warrants at an immaterial
      amount.  Based on this determination, no adjustment has been made to the
      financial statements to reflect the fair value of the warrants.




32




**NUEVO
      FINANCIAL CENTER, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2006 AND 2005**





**NOTE
      9 -** ***SUBSEQUENT
      EVENTS***





On
      January 27, 2007, the Company settled the lawsuit brought about by a former
      executive and current shareholder of the Company in October 2005, by entering
      into a Confidential Settlement Agreement and General Release and simultaneously,
      the Company made a lump sum payment of $29,000 in full settlement of amount
      due
      pursuant to the judgment.




***Item
      8.***  ***CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE***




None.




***Item
                8A.***
            ***CONTROLS
                AND PROCEDURES***




Under
      the
      supervision and with the participation of the Company’s management, including
      its Chief Executive Officer and Chief Financial Officer, the Company has
      evaluated the effectiveness of the design and operation of its disclosure
      controls and procedures (as such term is defined in Rule 13a-15(e) under the
      Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and
      procedures are the controls and other procedures that the Company designed
      to
      ensure that it records, processes, summarizes and reports in a timely manner
      the
      information it must disclose in reports that it files with or submits to the
      Securities and Exchange Commission under the Exchange Act. Based on this
      evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were effective
      as of the end of the period covered by this report.




***Item
                8B.***
            ***OTHER
                INFORMATION***





No
      reports on Form 8-K were filed in the fourth quarter ended December 31,
      2006.





***PART
      III***




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




As
      of
      December 31, 2006, the Company had three Directors and one Officer as
      follows:




Name
            Age
            Positions
                and Offices HeldJose
                Araque
            53
            Chairman,
                President, CEO, CFO, Secretary, Treasurer &
DirectorRainey
                Sellars
            43
            DirectorTimothy
              Gardner
            37
            Director




**Jose
      Araque, Chairman, President, CEO, CFO, Secretary, Treasurer and
      Director**




Araque,
      53 is the Chairman, President, CEO, CFO, Secretary, Treasurer and Director
      of
      Nuevo since April 2005. Prior to Nuevo, Araque was the Chief Operating Officer
      at Telediscount from August 1998 to March 2005. While at Telediscount, Araque
      was responsible for construction, managing and operation of the retail chain
      of
      stores aimed at providing communication products and services to the Hispanic
      ethnic market. From April 1996 to July 1998, Araque founded and developed
      Medical Marketing and Management, Inc., a consulting firm providing marketing
      and management services to the medical private practices industry. From January
      1980 to March 1996, Araque worked in various engineering capacities at the
      General Electric Company and Westinghouse Electric Corp. for 10 and 5 years,
      respectively. Araque received a Master’s of Business Administration (“MBA”) from
      the State University of New York at Albany and a Master of Science in Electrical
      Engineering from Polytechnic Institute of New York.




33




**Rainey
      Sellars, Director**





Sellars,
      43, is a founding partner of Guardian Capital LLC, an SEC registered investment
      advisor established in September 2004, based in Miami, Florida. Prior to
      Guardian Capital, Sellars was a Managing Director at Merrill Lynch (New York)
      for 13 years in the Institutional Group’s International Equities Division.
      Sellars spent the majority of that time responsible for Latin American/Emerging
      Market Institutional Sales (April 1993 to January 2002) helping to build the
      team into the top-ranked sales and trading group.  From February
      2002-August 2004, Sellars was based in Miami, with Merrill Lynch’s International
      Private Client Group, developing the Private Investment Bank - a private-client
      platform which encompassed product selection, risk-adjusted performance and
      suitable costs for the ultra-high net worth segment. Sellars has made numerous
      investments in startup companies including Nuevo and 401K.com. Sellars received
      his MBA from The London Business School in 1991 and a Bachelor of Science in
      Chemistry and Economics from UNC-Chapel Hill in 1985.




**Timothy
      Gardner, Director**





Gardner,
      37, is a founding partner of Guardian Capital LLC, an SEC registered investment
      advisor established in 2004, based in Miami, Florida.  Prior to Guardian
      Capital, Gardner worked at Merrill Lynch for 11 years.  From March 1993 to
      May 1995, Gardner was based in London with the Latin America sales team. 
After a brief stint in New York in June 1995 to December 1996 with the emerging
      markets group, Gardner was transferred to Buenos Aires and was responsible
      for
      Merrill Lynch’s institutional business until July 2000.  Upon returning to
      London, Gardner ran the Latin American and Eastern European Equity Sales group
      from August 2000 to January 2002. From February 2002 to August 2004, Gardner
      worked alongside Rainey, in the International Private Client Group developing
      the Private Investment Bank - a new platform for high net worth individuals.
       Gardner, a UK citizen and fluent in Spanish, received his Bachelor’s of
      Administration in Business Administration with distinction from Oxford Brookes
      University in 1992.




***Audit
      Committee***




The
      Audit
      Committee is responsible for recommending independent accountants to the Board,
      reviewing the Company’s financial statements with management and the independent
      accountants, making an appraisal of the audit effort and the effectiveness
      of
      financial policies and practices and consulting with management and independent
      accountants with regard to the adequacy of internal accounting controls. The
      Company’s current Board acts as the Company’s Audit Committee. No member of the
      Board is an "audit committee financial expert," as that term is defined in
      Item
      401(e) of Regulation S-B promulgated under the Securities Act. Upon evaluating
      the Company’s internal controls, the Board has determined that the Company’s
      internal controls are adequate to insure that financial information is recorded,
      processed, summarized and reported in a timely and accurate manner in accordance
      with applicable rules and regulations of the SEC. Accordingly, the Board has
      concluded that the benefits of retaining an individual who qualifies as an
      "audit committee financial expert" would be outweighed by the costs of retaining
      such a person.





***Item
      10.***  ***EXECUTIVE
      COMPENSATION***





***Summary
      Compensation Table***





The
      following table shows the compensation paid over the past three years to our
      "named executive officers" as that term is defined by the Securities and
      Exchange Act of 1934. No employment agreement has been executed with the
      executive officer.




34




**SUMMARY
                  COMPENSATION TABLE**
  Non-Equity
              
              NonqualifiedName
                  and
              
              
              
              
              
              
              
              Stock
              
              Option
              
              Incentive
                  Plan
              
              Deferred
              
              All
                  Otherprincipal
              
              
              
              Salary
              
              Bonus
              
              Awards
              
              Awards
              
              Compensation
              
              Compensation
              
              Compensation
              
              Totalposition
              
              Year
              
              ($)
              
              ($)
              
              ($)
              
              ($)
              
              ($)
              
              Earnings
                  ($)
              
              ($)
              
              ($)(a)
              
              (b)
              
              (c)
              
              (d)
              
              (e)
              
              (f)
              
              (g)
              
              (h)
              
              (i)
              
              (j)Jose
                  Araque, CEO,
              
              
              2006
              
              $
              78,014
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              78,014President,
                CFO,
              
              
              2005
              
              $
              69,037
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              69,037Secretary,Treasurer
                and Director
              
              
              2004
              
              $
              44,750
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              44,750





**OUTSTANDING
                EQUITY AWARDS AT FISCAL YEAR-END**OPTION
                AWARDS
            
            STOCK
                AWARDSName
              (a)
            
            Number
                of Securities Underlying Unexercised Options
              (#)
              Exercisable
              (b)
            
            Number
                of Securities Underlying Unexercised Options
              (#)
              Unexercisable
              (c)
            
            Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options
              (#)
              (d)
            
            Option
                Exercise Price
              ($)
              (e)
            
            Option
                Expiration Date
              (f)
            
            Number
                of Shares or Units of Stock That Have Not Vested
              (#)
              (g)
            
            Market
                Value of Shares or Units of Stock That Have Not Vested
              ($)
              (h)
            
            Equity
                Incentive Plan Awards: Number of Unearned Shares, Units or Other
                Rights
                That Have Not Vested
              (#)
              (i)
            
            Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                Units or
                Other Rights That Have Not Vested
              (#)
              (j)Jose
                Araque
            
            500,000
            
            
            
            
            
            .001
            
            9/2/2007




***Item
      11.***  ***SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT***




The
      following table sets forth certain information regarding beneficial ownership
      of
      common stock as of December 31, 2006, by:




·
            each
                person known to the Company to own beneficially more than 5%, in
                the
                aggregate, of the outstanding shares of the Company’s common stock;




·
            each
                director;




·
            each
                of the Company’s CEO and its other two most highly compensated executive
                officers, if any; and




·
            all
                executive officers and directors as a group.




35


The
      number of shares beneficially owned and the percent of shares outstanding are
      based on 25,668,223 shares outstanding as of April 4, 2007. Beneficial ownership
      is determined in accordance with the rules of the SEC and generally includes
      voting or investment power with respect to securities. Except as otherwise
      noted
      below, the address of each of the shareholders in the table are:


**Name**
              
              **Amount
                  of Beneficial Ownership**
              
              **Percentage
                  of Class**Jose
                  Araque (a) (b)
              
              
              1,630,699
              
              
              6.35
              %Rainey
                  Sellars (b)
              
              
              569,776
              
              
              2.22
              %Timothy
                  Gardner (b)
              
              
              297,829
              
              
              1.16
              %Officers
                  and Directors as a Group
              
              
              2,498,354
                  (c
              )
              
              9.70
              %Trey
                  Rhyne
              
              
              2,849,586
              
              
              11.10
              %Rene
                  Kleyweg
              
              
              2,381,015
              
              
              9.28
              %Ed
                  Cabrera
              
              
              2,196,026
              
              
              8.56
              %REAN,
                  LLC.
              
              
              1,699,384
              
              
              6.62
              %Angel
                  Castellanos
              
              
              1,630,699
              
              
              6.35
              %John
                  Binnie
              
              
              1,533,157
              
              
              5.97
              %




(a)  Officer




(b)  Director




(c)  This
      represents beneficial ownership of shares of Araque, Sellars and
      Gardner.





***DIRECTOR
      COMPENSATION***





Directors
      who are either employees or executive officers and those who are not employees
      or executive officers of the Company receive no or reimbursement for expenses
      incurred in connection with their attendance at Board and committee meetings.





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





On
      January 31, 2005 the Company entered into a consulting agreement (“Consulting
      Agreement”) with Consultant Investments, LLP, which is owned by Eduardo Cabrera,
      a shareholder of the Company and a former officer and director of TC
      (“Cabrera”), whereby Cabrera was engaged to act as a consultant in connection
      with taking the Company “public” through a reverse merger, or any other means,
      and giving access to at least $5 million in capital. The Company engaged Cabrera as
      its
      exclusive agent in the placement of securities of the Company in one or more
      related transactions one or more investors in the form of equity, debt, or
      convertible instruments, equity line, or any other securities, and instruments. Under
      the
      Consulting Agreement, upon the consummation of taking the Company “public” and
      funding the Company for a total of $5 million in capital, the Company will
      pay
      Cabrera a fee equal to 10% of the total shares outstanding of the Company,
      on a
      fully diluted basis. The Consulting Agreement may be terminated by either party,
      at any time, with or without cause, upon written notice to the other party;
      provided, however, that if the Company, directly or indirectly, consummates
      an
      issuance of its securities within twelve months following such termination
      with
      a party identified by Cabrera, then Cabrera will be entitled to the full amount
      of fees contemplated under the Consulting Agreement.




***Item
      13.***  ***EXHIBITS***




(a)  ***Exhibits.***




(2.1)
            Letter
                of Intent, dated March 17 2005, by and between Millennium Capital
                Venture
                Holdings, Inc. and Telediscount Communications, Inc. (incorporated
                by
                reference as Exhibit 99.1 to the Company’s Form 8-K filed on March 17,
                2005).




36




(2.2)
            Agreement
                and Plan of Merger, dated March 11, 2005, by and between Telediscount
                Communications, Inc., Millennium Acquisition Corp, and Millennium
                Capital
                Venture Holdings, Inc., (incorporated by reference as Exhibit 2.1
                to the
                Company’s Form 8-K filed on March 28,
                2005).




(3.1)
            Certificate
                of Incorporation dated June 2, 2000 (incorporated by reference as
                an
                exhibit to the Company's registration statement on Form 10-SB filed
                on
                September 5, 2000).




(3.2)
            Bylaws
                dated June 2, 2000 (incorporated by reference as an exhibit to the
                Company's registration statement on Form 10-SB filed on September
                5,
                2000).




(3.3)
            Specimen
                Stock Certificate (incorporated by reference as an exhibit to the
                Company's registration statement on Form 10-SB filed on September
                5,
                2000).




(10.1)
            Form
                of Consulting Agreement, dated January 31, 2005, by and between
                Telediscount Communications, Inc. and Consultant Investments, LLP
                (incorporated by reference as Exhibit 10.1 to the Company’s Annual Report
                Form 10-KSB filed on August 15,
                2006).




(10.2)
            Form
                of Convertible Promissory Note, dated March 25, 2006 between the
                Company
                and Certain Current Shareholders (incorporated by reference as Exhibit
                10.2 to the Company’s Quarterly Report Form 10-QSB for the quarter ended
                March 31, 2006 filed on August 15,
                2006).





(10.3)
            Form
                of Notice of Conversion, dated April 24, 2006 between the Company
                and
                Certain Current Shareholders in connection with Convertible Promissory
                Note (incorporated by reference as Exhibit 10.3 to the Company’s Quarterly
                Report Form 10-QSB for the quarter ended June 30, 2006 filed on August
                15,
                2006).





(10.4)
            Form
                of Secured Convertible Note, dated May 2, 2006 between the Company
                and
                Vision Opportunity Capital Partners, LP, together with Security Agreement,
                Securities Purchase Agreement, Unit Purchase Warrant, Class A Common
                Stock
                Purchase Warrant, Class B Common Stock Purchase Warrant and Registration
                Rights Agreement (incorporated by reference as Exhibit 10.4 to the
                Company’s Quarterly Report Form 10-QSB for the quarter ended June 30, 2006
                filed on August 15, 2006).





(10.5)
            Form
                of Contractual Agreement, dated February 14, 2003 between the Company
                andEnvios
                de Valores La Nacional Corp.
                (incorporated by reference as Exhibit 10.7 to the Company’s Quarterly
                Report Form 10-QSB for the quarter ended September 30, 2006 filed
                on
                November 20, 2006).





(10.6)
              Form
                  of Consulting Agreement, dated April 1, 2006 between the Company
                  and
                  Sebastian Giordano (incorporated by reference as Exhibit 10.8 to
                  the
                  Company’s Quarterly Report Form 10-QSB for the quarter ended September
                  30,
                  2006 filed on November 20,
                  2006).





(10.7)*
            Form
                of Secured Convertible Note, dated November 1, 2006 between the Company
                and Vision Opportunity Capital Partners, LP, together with Security
                Agreement, Securities Purchase Agreement, Unit Purchase Warrant,
                Class A
                Common Stock Purchase Warrant, Class B Common Stock Purchase Warrant
                and
                Registration Rights Agreement.





(10.8)*
            Form
                of Bridge Loan Addendum, dated November 10, 2006 between the Company
                and
                Certain Current Noteholders.





(10.9)*
            Form
                of Settlement Agreement, dated December 20, 2006 between the Company
                and
                Envios de Valores La Nacional Corp., together with Security Agreement,
                General Release, and Common Stock
                Warrant.




(14.1)
            Code
                of Ethics (incorporated by reference as Exhibit 14.1 to the Company’s
                Annual Form 10-KSB filed on March 16,
                2005).




37




(15.1)
            Telediscount
                Communications, Inc. Balance Sheet and related Statement of Operations,
                Statement of Shareholder’s Equity and Statement of Cash Flows for the year
                ended December 31, 2002 and Footnotes to the Financial Statements
                (incorporated by reference as Exhibit 99.1 to the Company’s Form 8-K filed
                on March 28, 2005).




(15.2)
            Unaudited
                Pro Forma Combined Financial Statements of Telediscount Communications,
                Inc. and Nuevo Financial Center, Inc. (incorporated by reference
                as
                Exhibit 99.2 to the Company’s Form 8-K filed on March 28, 2005).




(15.3)
            Telediscount
                Communications, Inc. unaudited Statement of Income for the years
                ended
                2003 and 2004, unaudited Consolidated Balance Sheets for 12/31//2004,
                and
                Consolidated Condensed Statements of Cash Flows for the fiscal year
                2004,
                (incorporated by reference as Exhibit 99.1 to the Company’s Form 8-K filed
                on August 5, 2005).




(31.1)*
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act.




(31.2)*
            Certification
                of Principal Financial and Accounting Officer Pursuant to Section
                302 of
                the Sarbanes-Oxley Act.




(32.1)*
            Certification
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act.




(32.2)*
            Certification
                of Principal Financial and Accounting Officer Pursuant to Section
                906 of
                the Sarbanes-Oxley Act.




*
            Exhibit
                being filed herewith.




38




***(b)***  ***Reports on Form 8-K***




None.




***Item
      14.***  ***PRINCIPAL
      ACCOUNTANT FEES AND SERVICES***





***AUDIT
      FEES***





Jewett,
      Schwartz Wolfe & Associates (“Jewett”) billed the Company in the aggregate
      amount of $39,700
      and $18,500 for
      professional  services  rendered for their audit of
      our annual financial statements and their reviews of
      the financial statements  included in our Forms 10-KSB for the year
      ended December 31, 2006 and December 31, 2005, respectively.





***AUDIT-RELATED
      FEES***





Jewett
      did not perform, not bill the Company for, professional services rendered for
      assurance and related services related to the performance of the audit and
      review of the Company’s financial statements for the fiscal years ended December
      31, 2006 and December 31, 2005, respectively.





***TAX
      FEES***





Jewett
      did not perform, nor bill the Company for, professional services rendered for
      tax related services for the fiscal years ended December 31, 2006 and December
      31, 2005, respectively.





***ALL
      OTHER FEES***





Jewett
      did not perform, nor bill the Company for, professional services rendered during
      the last two fiscal years, other than as reported above.




39




**SIGNATURES**




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




**NUEVO
      FINANCIAL CENTER, INC.**


DATE:
              April 4, 2007
            By:
            /s/
              Jose AraqueJose
              AraquePresident,
              CEO and Chairman


DATE:
              April 4, 2007
            By:
            /s/
              Jose
              AraqueJose
              AraqueChief
              Accounting Officer






In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the Registrant and in the capacities and on
      the
      dates indicated:




Signature
            
            Title
            
            Date/s/
                Jose Araque
              Jose
                Araque
            
            President,
                Chief Executive Officer, Treasurer and Board Member
            
            April
                4, 2007/s/
                Jose Araque
              Jose
                Araque
            
            Chief
                Accounting Officer
            
            April
                4, 2007





40