_____________________________________________________________





U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
        10-KSB/A**




(Mark
      One)


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


For
      the
      fiscal year ended: December
      31, 2006





o TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      fiscal year from __________________ to __________________





**Commission
      File No. 000-33131**





**LEXICON
      UNITED INCORPORATED, INC.**





(Name
      of
      Small Business Issuer in Its Charter)





DELAWARE
            06-1625312(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





4500
                Steiner Ranch Blvd.
              Suite
                # 1708, Austin, Texas 78732.
            (512)
                266-3507(Address
                of Principal Executive Office)
            (Issuer
                Telephone No. Including Area Code)




Securities
      registered under Section 12(b) of the Exchange Act: NONE




Securities
      registered under Section 12(g) of the Exchange Act: Common stock, $.001 par
      value




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




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 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.




Yesx Noo




Check
      if
      no disclosure of delinquent filers in response to Item 405 of Regulation S-B
      is
      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




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yeso
      Nox




The
      issuer’s revenues for its most recent fiscal year are $2,512,205.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates on December 31, 2006 was not determinable.




The
      number of shares outstanding of the issuer's common stock as of April 15, 2007
      is 8,456,250 .





**TABLE
      OF CONTENTS**




**PART
                I**
            3Item
                1. Description of Business
            3Item
                2. Description of Property
            15Item
                3. Legal Proceedings
            15Item
                4. Submission of Matters to a Vote of Security Holders
            15**PART
                II**
            15Item
                5. Market for Common Equity, Related Stockholder Matters andSmall
                Business Issuer Purchases of Equity Securities
            15Item
                6. Management’s Discussion and Analysis or Plan of
                Operation
            17Item
                7. Financial Statements
            21Item
                8. Changes in and Disagreements with Accountants on Accountingand
                Financial Disclosure
            22Item
                8A. Controls and Procedures
            22Item
                8B. Other Information
            22**PART
                III**
            23Item
                9. Directors and Executive Officers, Promoters and Control
                Persons;Compliance
                with Section 16(a) of the Exchange Act
            23Item
                10. Executive Compensation
            25Item
                11. Security Ownership of Certain Beneficial Owners and
                Managementand
                Related Stockholder Matters
            26Item
                12. Certain Relationships and Related Transactions
            27Item
                13. Exhibits
            28Item
                14. Principal Accountant Fees and Services
            28Signatures
            30Financial
                Statements
            F-1




2


**EXPLANATORY
      NOTE**





This
      annual report is for Lexicon’s fiscal year ended December 31, 2006. On February
      27, 2006, shortly after the end of Lexicon’s 2005 fiscal year, Lexicon acquired ATN
      Capital & Participações Ltda. ,
      or ATN,
      a Brazilian-based accounts receivable servicing company. Prior to such
      acquisition, including the entirety of Lexicon’s 2005 fiscal year, Lexicon was a
      shell company. Although Lexicon was a shell company during 2005, the disclosures
      in this Form 10-KSB describe Lexicon’s new business, i.e., the business of ATN,
      because management believes that disclosure regarding Lexicon’s new business
      will be more meaningful than shell company disclosure. However, since the
      financial statements provided are those of Lexicon prior to the acquisition
      of
      ATN, Management’s Discussion and Analysis of Financial Condition and Results of
      Operations relates to Lexicon’s operations as a shell company prior to the ATN
      acquisition. Please refer to the Current Report on Form 8-K of Lexicon filed
      with the SEC on February 27, 2006 for the audited Financial Statements of ATN
      for the fiscal years ended December 31, 2004 and December 31, 2003 and for
      the
      nine (9) month period ended September 30, 2005.








**FORWARD-LOOKING
      STATEMENTS**





This
      report contains forward-looking statements and information relating to Lexicon
      United Incorporated, that are based on the beliefs of our management as well
      as
      assumptions made by and information currently available to us. When used in
      this
      report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“plan” and similar expressions, as they relate to us or our management, are
      intended to identify forward-looking statements. These statements reflect our
      current view concerning future events and are subject to risks, uncertainties
      and assumptions, including among many others: a general economic downturn;
      a
      downturn in the securities markets; federal or state laws or regulations having
      an adverse effect on blank check companies, Securities and Exchange Commission
      regulations which affect trading in the securities of "penny stocks," and other
      risks and uncertainties. Should any of these risks or uncertainties materialize,
      or should underlying assumptions prove incorrect, actual results may vary
      materially from those described in this report as anticipated, estimated or
      expected. Readers should realize that we have only very limited assets and
      that
      for us to succeed requires that we either originate a successful business (for
      which we lack the funds) or acquire a successful business. The realization
      of
      our business aims will depend in the near future principally on the successful
      completion of our acquisition of a business, as discussed below.





When
      used
      in this report, the terms “Lexicon,” “Company,” “we,” “our,” and “us” refer to
      Lexicon United Incorporated, including, after February 27, 2006,
      ATN.





**PART
      I**





**Item
      1. DESCRIPTION OF BUSINESS.**





***Background***




Our
      corporate name is Lexicon United Incorporated. We were incorporated on July
      17,
      2001 in the state of Delaware. We were a “blank check” company and had no
      operations other than organizational matters and conducting a search for an
      appropriate acquisition target until February 27, 2006 when we completed an
      acquisition transaction with ATN, a Brazilian limited company, that had
      commenced business in April 1997. ATN is engaged in the business of managing
      and
      servicing accounts receivables for large financial institutions in Brazil.





On
      April
      29, 2005, our stockholders approved a four for one reverse stock split which
      became effective on June 28, 2005.





***Acquisition
      of ATN Capital & Participações Ltda***




On
      February 27, 2006, we completed an acquisition transaction with ATN whereby
      we acquired 400,000 shares of ATN common stock, constituting 80% of ATN’s issued
      and outstanding capital stock, from the two stockholders of ATN in exchange
      for
      2,000,000 shares our common stock. Upon the consummation of such share exchange,
      the two stockholders of ATN became holders of approximately 23.72% of our
      outstanding common stock in the aggregate and ATN became our majority-owned
      subsidiary.





3


When
      we
      refer in this report to business for periods prior to the consummation of the
      acquisition, we are referring to the business of ATN.





***Our
      Business Generally***




Through
      our subsidiary, ATN,
      we
      are engaged in the business of managing and servicing accounts receivables
      for
      large financial institutions in Brazil. Our
      focus
      is on the recovery of delinquent accounts (generally, accounts that are 60
      days
      or more past due).





We
      derive
      our revenues primarily from collection of distressed debt by entering into
      non
      binding agreements with financial institutions to collect their debt. Once
      an
      agreement is reached with the debtor of the financial institution based upon
      established parameters, an installment agreement is established. We are then
      entitled to a commission on the agreed settlement. We earn and record the pro
      rata commission for each installment, when the installment payments are received
      from the debtors. Our average fee was approximately  15%
      during the fiscal year ended December 31, 2006 and 2005. We do not acquire
      accounts receivable for our own account. Our services are limited to managing
      the recovery of accounts receivable for our third-party clients.





The
      types
      of receivables that we generally manage include charged-off receivables, which
      are accounts receivable that have been written-off by the originators and may
      have been previously serviced by collection agencies, and semi-performing
      receivables, which are accounts receivable where the debtor is currently making
      partial or irregular monthly payments, but the accounts may have been
      written-off by the originators.





***An
      Overview of Our Industry***





The
      servicing and collection of charged-off and semi-performing consumer receivables
      in Brazil is a growing industry that is driven by:





·
            increasing
                levels of consumer debt;


·
            increasing
                defaults of the underlying receivables;
                and


·
            increasing
                utilization of third-party providers to collect such
                receivables.





According
      to financial bulletins, consumer credit in Brazil has been increasing at an
      annual rate of 15 percent on average and the credit card market will be steadily
      growing.





We
      believe that as a result of the difficulty in collecting these receivables
      and
      the desire of originating institutions to focus on their core businesses and
      to
      generate revenue from these receivables, originating institutions are
      increasingly electing to outsource the servicing of these
      receivables.





***Strategy***





Our
      primary objective is to utilize our management's experience and expertise to
      effectively grow our business by identifying, evaluating and servicing consumer
      receivable portfolios and maximizing collections of such receivables in a cost
      efficient manner.





Our
      strategy includes utilizing the systemization of our operations to reduce
      overhead costs and to provide intensive training to our call center
      representatives to increase our percentage of successful account receivable
      collections.





Our
      management team also includes statisticians that have developed models that
      guide our collection efforts and assist us in deciding the extent to which
      we
      believe we can successfully recover a charged-off or semi-performing receivable.





4


***Our
      Services***





Engagement
      Planning . ****





Our
      approach to accounts receivable management and collection for each client is
      determined by a number of factors, including account size and demographics,
      the
      client’s specific requirements and management’s estimate of the collectibility
      of the account. We have standard accounts receivable management and collection
      methods that we employ to collect accounts receivable. These methods were
      developed based on our 8 years of experience in this industry. In order to
      properly serve our customers we carefully study our customer’s account
      receivable needs and employ the proper collection method for each particular
      client. In most cases, our approach to accounts receivable collection changes
      over time as the relationship with the client develops and both parties evaluate
      the most effective means of recovering accounts receivable. Our standard
      approach, which may be tailored to the specialized requirements of each client,
      defines and controls the steps that will be undertaken by us on behalf of the
      client and the manner in which we will report data to the client. Through our
      systematic approach to accounts receivable management and collection, we remove
      most decision making from the recovery staff and ensure uniform, cost-effective
      performance.





Once
      the
      approach has been defined, we transfer pertinent client data into our
      information system. When the client’s records have been established in our
      system, we begin the recovery process.





Account
      Notification .





We
      initiate the recovery process by forwarding a preliminary letter that is
      designed to seek payment of the amount due or open a dialogue with client’s
      customers who cannot afford to pay at the current time. Telephone
      representatives remind the client’s customer of their obligation, inform them
      that their account has been placed for collection with us and begin a dialogue
      to develop a friendly payment program.





Determination
      of Obligor Contact Data .





In
      cases
      where the client’s customer’s contact information is unknown, we conduct
      research through the “CreditLink” system to determine a means of contacting the
      customer debtor. “CreditLink” is a paid service that assists with investigations
      into customer contact information, and costs approximately $300 per month.
      Once
      we have located the client’s customer, the notification process can
      begin.





Payment
      Process .





After
      we
      receive payment from the client’s customer, depending on the terms of our
      contract with the client, we can either remit the amount received minus our
      fee
      to the client or remit the entire amount received to the client and subsequently
      bill the client for our collection services.





Activity
      Reports .





Clients
      are provided with a system-generated set of customized reports that fully
      describe all account activity and current status. These reports are typically
      generated daily; however, the information included in the report and the
      frequency that the reports are generated can be modified to meet the needs
      of
      the client.





Quality
      Tracking .





We
      emphasize quality control throughout all phases of the accounts receivable
      management and collection process. Some clients may specify an enhanced level
      of
      supervisory review and others may request customized quality reports. Large
      financial services organizations will typically have exacting performance
      standards which require sophisticated capabilities, such as documented complaint
      tracking.





***Collection
      Strategy***





At
      the
      outset of each engagement, we perform a collectibility analysis utilizing
      information prepared by our statisticians. This analysis is the basis for our
      collection efforts and dictates our strategy for any particular receivable
      or
      group of receivables. We continuously refine this analysis to determine the
      most
      effective collection strategy to pursue for each account.





5


Our
      collection strategies consist of:





·
            Call
                Centers.
                We maintain an inbound and outbound collection call center at ATN’s
                executive offices in Rio De Janeiro in Brazil. Our collections department
                is divided into two client teams, each team consisting of a collection
                manager and six or seven collection supervisors, each assigned to
                an
                individual client. Each collection supervisor is in charge of anywhere
                from 4 to 15 collectors. Collectors are trained to use a friendly
                but firm
                approach to assess the willingness of the customer to pay. They attempt
                to
                work with customers to evaluate sources and means of repayment to
                achieve
                a full or negotiated lump sum settlement or develop payment programs
                customized to the individual's ability to pay. In cases where a payment
                plan is developed, collectors encourage debtors to pay through automatic
                payment arrangements, if available.





·
            Legal
                Action.
                We generally outsource those accounts where it appears the debtor
                is able
                but unwilling to pay. We utilize lawyers that are independent from
                us, but
                who are located on our premises. These lawyers specialize in collection
                matters and we pay them a contingency fee on amounts collected. The
                name
                of the firm that we use is Andrada & Negreiros Associates. Prior to
                sending accounts to the law firm, our collectors communicate to the
                debtor
                our intention to have a lawyer evaluate the suitability of the account
                for
                litigation if payment arrangements cannot be
                established.





·
            Direct
                Mail.
                We have an in-house marketing team that develops mail campaigns.
                The mail
                campaigns generally offer debtors targeted discounts on their balance
                owed
                to encourage settlement of their accounts and provide us with a low
                cost
                recovery method.





·
            Removal
                from Restricted Lists.
                There are two restrictions imposed upon debtors in Brazil that fail
                to pay
                their debts when they come due. The first is called “Serasa”, which is a
                restriction imposed by every Brazilian bank. Such debtor’s names are put
                on the Serasa restricted list and no Brazilian Bank will provide
                them
                credit. The second restricted list is called “SPC”, which is a restriction
                imposed by Brazilian merchants. Once a debtor’s name is put on the SPC
                list, merchants will no longer provide the debtor with credit. Once
                we
                agree with the debtor on a payment program and the debtor makes the
                first
                installment towards such program, we notify our client that a payment
                has
                been made. The client then causes such debtor’s name to be removed from
                such lists. The removal of a debtor’s name from such lists is very
                beneficial to the debtor, who may then be able to obtain limited
                credit
                and who no longer has to suffer the other negative social effects
                of being
                on such lists.





***Technology
      and Infrastructure***





Our
      customer contact center utilizes the NEO system. Our Information Technology
      staff is comprised of approximately four employees. We provide our services
      through the operation of our main call center, located in Rio de Janeiro,
      Brazil, which utilizes 140 **** persons,
      and a smaller call center located in Vitoria, Brazil which uses about 15
      people.





We
      maintain disaster recovery contingency plans and have implemented procedures
      to
      protect against the loss of data resulting from power outages, fire and other
      casualties. We believe fast recovery and continuous operation are
      ensured.





***Quality
      Assurance and Client Service***





In
      the
      accounts receivable management industry, a company’s reputation for quality
      service is of the utmost importance. We regularly measure the quality of our
      services by capturing and reviewing such information as the amount of time
      spent
      talking with clients’ customers, level of customer complaints and operating
      performance. In order to provide ongoing improvement to our telephone
      representatives’ performance and to ensure compliance with our policies and
      standards, quality assurance personnel supervise each telephone representative
      on a frequent basis and provide ongoing training to the representative based
      on
      this review.





6


We
      maintain a client service department to promptly address client issues and
      questions and alert senior executives of potential problems that require their
      attention. In addition to addressing specific issues, a team of client service
      representatives contacts clients on a regular basis in order to establish a
      close rapport, determine clients’ overall level of satisfaction, and identify
      practical methods of improving their satisfaction.





***Major
      Customers***





We
      have
      approximately 15 clients. However, we rely on five major clients for
      approximately 68.25% of our income. During fiscal year 2006 revenues from our
      clients Ativos, HSBC Bank, Fininvest, Leader and Unicard for fiscal year 2006
      constituted approximately 11.85%, 16.06%, 13.55%, 14.51% and 12.30% **** of
      our
      total revenues, respectively. None of these major clients are contractually
      obligated to continue use of our services at historic levels or at all, subject
      only to notice periods for termination. If any of these customers were to
      significantly reduce their amount of service, fail to pay, or terminate their
      relationships with us altogether, our business could be harmed.




***Personnel
      and Training***





All
      of
      our call center personnel receive comprehensive training that instructs in
      each
      of the following topics:





·
            how
                to use the system;


·
            how
                to communicate with the client;


·
            scripts;
                and


·
            role
                playing.





These
      programs are conducted through a combination of classroom and role-playing
      sessions. New employees receive training on how to use our operating systems
      and
      on how to approach clients. Special orientations are also given out to employees
      on the respect of customer’s codes and how to respect creditors’ rights. Various
      upgrades and incentives are closely monitored by our human resource supervisor,
      including an upscale gradual commission that is awarded to each employee reaches
      at least 70% of the targeted performance.





As
      of
      April 15, 2007, we had a total of approximately 113 full-time employees and
      41
      trainees and 24 cooperatives. Our employees are not represented by a labor
      union. We believe that our relations with our employees are satisfactory.





***Sales
      and Marketing***





Our
      sales
      force is comprised of ATN’s senior management team, which markets our accounts
      receivable services to potential clients.





***Competition***





The
      accounts receivable management and collection industry in Brazil is highly
      competitive. We compete with a large number account receivable management
      providers, including Sincred, Mastercob and Easycob. Some of our competitors
      may
      offer more diversified services and/or operate in broader geographic areas
      than
      we do. In addition, many companies perform accounts receivable management
      services through their own in-house staff. Moreover, many larger clients retain
      multiple outsourcing providers, which exposes us to continuous competition
      in
      order to remain a preferred vendor. We believe that the primary competitive
      factors in obtaining and retaining clients are the ability to provide customized
      solutions to a client’s requirements, personalized quality service,
      sophisticated call and information systems, and price.





7


***Regulation***





The
      accounts receivable management industry in Brazil is regulated by Brazil
      Consumer Defense Code (Law 8078 of September 11, 1990). The Consumer Defense
      Code is a regulatory entity designed to maintain a standard procedure to protect
      the privacy and rights of the debtors. It is intended to limit and outline
      the
      collection procedure so that such procedure remains within acceptable commercial
      practice. No pressure or harassment is permitted. We believe that we are in
      compliance in all material respects with all applicable
      regulations.





***Risk
      Factors***





*Investing
      in our common stock involves a high degree of risk. You should carefully
      consider the risks and uncertainties described below before you purchase any
      of
      our common stock. If any of these risks or uncertainties actually occurs, our
      business, financial condition or results of operations could be materially
      adversely affected. In this event you could lose all or part of your
      investment.*





*Financial
      Risks*





*We
      only have approximately* 896,531 *in
      cash and if we are unable to raise more money we will be required to delay,
      scale back or eliminate our marketing and development
      programs.*





As
      of
      December 31, 2006, we had approximately $896,531 in cash available to fund
      our
      operations, which includes cash held by both Lexicon and ATN on a consolidated
      basis. The amounts and timing of our expenditures will depend primarily on
      our
      ability to raise additional capital. We may seek to satisfy our future funding
      requirements through new offerings of securities or from other sources,
      including loans from our controlling stockholders. Additional financing may
      not
      be available when needed or on terms acceptable to us. We have no current
      commitment for additional financing. Unavailability of financing may require
      us
      to delay, scale back or eliminate some or all of our marketing and development
      programs. To the extent we raise additional capital by issuing equity
      securities, your ownership interest would be diluted.




*Risks
      Relating To Our Business*




*The
      company has a* *history
      of losses**and
      may need additional financing to continue its operations, and such financing
      may
      not be available upon favorable terms, if at all.*





We
      have
      incurred net losses of $1,264,576 in 2006 and $463,902 in 2005 and an
      accumulated deficit of $1,890,063 and has a negative working capital of
      $1,882,949 at December 31, 2006. There
      can
      be no assurances that we will be able to operate profitably in the future.
      In
      the event that we are not successful in implementing its business plan, we
      will
      require additional financing in order to succeed. There can be no assurance
      that
      additional financing will be available now or in the future on terms that are
      acceptable to us. If adequate funds are not available or are not available
      on
      acceptable terms, we may be unable to develop or enhance our services, take
      advantage of future opportunities or respond to competitive pressures, all
      of
      which could have a material adverse effect on our business, financial condition
      or operating results.





*There
      is substantial doubt about our ability to continue as a going
      concern* *due
      to significant recurring losses from our operations and our accumulated
      deficit.*





There
      is
      substantial doubt about our ability to continue as a going concern due to
      significant recurring losses from our operations and our accumulated deficit,
      all of which means that we may not be able to continue operations unless we
      obtain additional funding.  Management’s
      plans include raising capital through the equity markets to fund future
      operations and generating of revenue through its business. Failure to raise
      adequate capital and generate adequate sales revenues could result in our having
      to curtail or cease operations. Additionally, even if we do raise sufficient
      capital to support its operating expenses and generate adequate revenues, there
      can be no assurances that the revenue will be sufficient to enable us to develop
      business to a level where we will generate profits and cash flows from
      operations.





8


*Our
      business is dependent on our ability to grow internally and if we cannot achieve
      internal growth our business, results of operations and financial results will
      suffer.*





Our
      business is dependent on our ability to grow internally, which is dependent
      upon:





·
            Our
                ability to retain existing clients and expand our existing client
                relationships; and


·
            Our
                ability to attract new clients.





Our
      ability to retain existing clients and expand those relationships is subject
      to
      a number of risks, including the risk that:





·
            We
                fail to maintain the quality of services we provide to our
                clients;


·
            We
                fail to maintain the level of attention expected by our
                clients;


·
            We
                fail to successfully leverage our existing client relationships to
                sell
                additional services; and


·
            We
                fail to provide competitively priced services to our
                clients.





Our
      ability to attract new clients is subject to a number of risks,
      including:





·
            The
                market acceptance of our service
                offerings;


·
            The
                quality and effectiveness of our sales personnel;
                and


·
            The
                competitive factors within the accounts receivable management industry
                in
                Brazil.





If
      our
      efforts to retain and expand our client relationships and to attract new clients
      do not prove effective, it could have a materially adverse effect on our
      business, results of operations and financial condition.





*If
      we
      are not able to respond to technological changes in telecommunications and
      computer systems in a timely manner, we may not be able to remain
      competitive.*





Our
      success depends in large part on our sophisticated telecommunications and
      computer systems. We use these systems to identify and contact large numbers
      of
      debtors and record the results of our collection efforts. If we are not able
      to
      respond to technological changes in telecommunications and computer systems
      in a
      timely manner, we may not be able to remain competitive. We anticipate that
      it
      will be necessary to invest in technology in the future to remain competitive.
      During the fiscal years ended December 31, 2006 and 2005, we invested
      approximately $40,000 and $44,000 in technology, respectively. We expect that
      in
      future years we will have to invest similar amounts in technology.
      Telecommunications and computer technologies are changing rapidly and are
      characterized by short product life cycles, so we must anticipate technological
      developments. If we are not successful in anticipating, managing, or adopting
      technological changes on a timely basis or if we do not have the capital
      resources available to invest in new technologies, our business could be
      materially adversely affected.





*We
      are highly dependent on our telecommunications and computer
      systems.*





As
      noted
      above, our business is highly dependent on our telecommunications and computer
      systems. These systems could be interrupted by terrorist acts, natural
      disasters, power losses, or similar events. Our business is also materially
      dependent on services provided by various local telephone companies. If our
      equipment or systems cease to work or become unavailable, or if there is any
      significant interruption in telephone services, we may be prevented from
      providing services. Because we generally recognize revenue only as accounts
      receivables are collected, any failure or interruption of services would mean
      that we would continue to incur payroll and other expenses without any
      corresponding income.





*An
      increase in communication rates or a significant interruption in communication
      service could harm our business.*





Our
      ability to offer services at competitive rates is highly dependent upon the
      cost
      of communication services provided by various local telephone companies. Any
      change in the telecommunications market that would affect our ability to obtain
      favorable rates on communication services could harm our business. Moreover,
      any
      significant interruption in communication service or developments that could
      limit the ability of telephone companies to provide us with increased capacity
      in the future could harm existing operations and prospects for future
      growth.





9


*We
      compete with a large number of providers in the accounts receivable and
      collection industry in Brazil. We may be forced to lower our rates to compete
      effectively, which will result in lower profit margins.*





In
      the
      accounts receivable management and service industry in Brazil, we compete with
      sizable corporations, as well as many regional and local firms. We may lose
      business to competitors that offer more diversified services and/or operate
      in
      broader geographic areas than we do. We may also lose business to regional
      or
      local firms who are able to use their proximity to or contacts with local
      clients as a marketing advantage. In addition, many companies perform the
      accounts receivable management services offered by us in-house. Many larger
      clients retain multiple accounts receivable service providers, which exposes
      us
      to continuous competition in order to remain a preferred provider. Because
      of
      this competition, in the future we may have to reduce our fees to remain
      competitive and this competition could have a materially adverse effect on
      our
      future financial results.





*All
      of our clients are concentrated in the financial services sector. If this sector
      performs poorly or if there are any adverse trends in this sector, we will
      have
      fewer customers, which will result in lower revenues.*





For
      the
      years ended December 31, 2006 and 2005, we derived approximately 100 percent
      of
      our revenue from clients in the financial services sector. If this sector
      performs poorly, clients in this sector may do less business with us, or they
      may elect to perform the services provided by us in-house. If there are any
      trends in this sector to reduce or eliminate the use of third-party accounts
      receivable service providers, it could harm our business.





*Our
      Chairman and Chief Executive Officer has almost no experience with our core
      business of servicing accounts receivables for financial institutions. As a
      result, he may not be able to make informed decisions about our business and
      may
      neglect our affairs in order to attend to the affairs of Keyano Invest Inc.,
      a
      consulting firm that he is a principal of.*





Although
      Elie Saltoun, our Chairman and Chief Executive Officer, and the beneficial owner
      of 68.81% of our common stock has experience in equity conversions and debt
      restructuring, he does not have a background in the business of servicing
      accounts receivables for financial institutions and has only become involved
      in
      this industry upon the Company’s acquisition of ATN. Mr. Saltoun must rely
      heavily on the experience of the officers of ATN in making business decisions
      on
      behalf of the Company.  Because of conflicts of interest with respect to
      the business time of Mr. Saltoun, there is a risk that Mr. Saltoun will neglect
      our affairs in order to handle the affairs of Keyano Invest Inc.  There is
      also a risk that Mr. Saltoun will make uninformed decisions about our business
      since he does not have a lot of experience in our core industry.





*Our
      success depends on our senior management team and the senior management team
      of
      our operating subsidiary, ATN, and if we are not able to retain them, we will
      have significant operating problems.*





We
      are
      highly dependent upon the continued services and experience of our senior
      management team. We depend on the services of our senior management team to,
      among other things, continue the development and implementation of our growth
      strategies, and maintain and develop our client relationships.





*We
      are dependent on our employees and a higher turnover rate would result in higher
      costs to train new personnel and could lead to poor service, which would
      negatively affect our financial condition and operations.*





We
      are
      dependent on our ability to attract, hire and retain qualified employees. The
      Brazilian accounts receivable service and management industry, by its nature,
      is
      labor intensive and experiences a high employee turnover rate. Many of our
      employees receive modest hourly wages and some of these employees are employed
      on a part-time basis. A higher turnover rate among our employees would increase
      our recruiting and training costs and could materially adversely impact the
      quality of services we provide to our clients. If we were unable to recruit
      and
      retain a sufficient number of employees, we would be forced to limit our growth
      or possibly curtail our operations. Growth in our business will require us
      to
      recruit and train qualified personnel at an accelerated rate from time to time.
      We cannot assure you that we will be able to continue to hire, train and retain
      a sufficient number of qualified employees to meet the needs of our business
      or
      to support our growth. If we are unable to do so, our results of operations
      could be harmed. Any increase in hourly wages, costs of employee benefits or
      employment taxes in Brazil could also have a materially adverse
      affect.





10


*We
      may experience variations from quarter to quarter in operating results and
      net
      income that could adversely affect the price of our common
      stock.*





Factors
      that could cause quarterly fluctuations include, among other things, the
      following:





·
            The
                timing of our clients’ accounts receivable collection programs and the
                commencement of new contracts and termination of existing
                contracts;


·
            Customer
                contracts that require us to incur costs in periods prior to recognizing
                revenue under those contracts;


·
            The
                effects of a change of business mix on profit
                margins;


·
            The
                timing of additional selling, general and administrative expenses
                to
                support new business;


·
            Fluctuations
                in foreign currency exchange rates;


·
            The
                amount and timing of new business;
                and


·
            That
                our business tends to be slower during summer and holiday
                seasons.





*Most
      of our accounts receivable management contracts do not require clients to place
      accounts with us, may be terminated on 30 or 60 days notice and are on a
      contingent fee basis. We cannot guarantee that existing clients will continue
      to
      use our services at historical levels, if at all.*





Under
      the
      terms of most of our accounts receivable management contracts, clients are
      not
      required to give accounts to us for collection and usually have the right to
      terminate our services on 30 or 60 days notice. Accordingly, we cannot guarantee
      that existing clients will continue to use our services at historical levels,
      if
      at all. In addition, most of these contracts provide that we are entitled to
      be
      paid only when we collect accounts. Therefore, under applicable accounting
      principles, we can recognize revenues only upon the collection of funds on
      behalf of clients.





*We
      rely on five major clients for a significant portion of our revenues. The loss
      of these customers as our clients or their failure to pay us could reduce
      revenues and adversely affect the results of our operations.*





We
      rely
      on five major clients for approximately 68.25% of our income. During fiscal
      year
      2006 revenues from our clients Ativos, HSBC Bank, Fininvest, Leader and Unicard
      for fiscal year 2006 constituted approximately 11.85%, 16.06%, 13.55%, 14.51%
      and 12.30% **** of
      our
      total revenues, respectively. None of these major clients are contractually
      obligated to continue use of our services at historic levels or at all, subject
      only to notice periods for termination. If any of these customers were to
      significantly reduce their amount of service, fail to pay, or terminate their
      relationships with us altogether, our business could be harmed.





*We
      have engaged in transactions with members of our Board of Directors, significant
      stockholders, and entities affiliated with them; future transactions with
      related parties could pose conflicts of interest.*





In
      the
      past, we have engaged in transactions with members of our Board of Directors,
      significant stockholders, and entities affiliated with them, which inherently
      give rise to conflicts of interest. For example, certain of these parties have
      previously provided debt financing to us and have received additional equity
      interests, such as shares of our stock upon the conversion of such debt
      financing. Transactions with related parties such as these pose a risk that
      such
      transactions are on terms that are not as beneficial to us as those that may
      be
      arranged with third parties.





*One
      of our officers has failed to pay a civil penalty in the amount of $55,000
      that
      was imposed on him under a settlement order relating to an SEC administrative
      proceeding for alleged violations of federal securities laws.*





On
      July
      28, 2005, the SEC issued an order in connection with the settlement of an
      administrative proceeding against our Secretary, Jeffrey G. Nunez. The order
      indicates that Mr. Nunez, who at the time was a registered representative
      (broker) at the brokerage firm of Providential Securities, Inc., played an
      active role in the distribution of hundreds of thousands of unregistered shares
      of stock of Morgan Cooper, Inc. in violation of Section 5 of the Securities
      Act.
      Morgan Cooper, Inc., formerly Gong Hei Investment Co., Ltd., is the successor
      company in a reverse merger transaction that occurred on November 18, 1999
      when
      Morgan Cooper, Inc., then a private company engaged in the garment business,
      effected a business combination with Gong Hei Investment Co., Ltd., then a
      public reporting shell company. Mr. Nunez acted as a broker in connection with
      the sale of the shares by James Caprio and James Morse, who were principals
      of
      the shell company prior to the reverse merger, to the brokerage clients of
      Providential Securities. The Commission permanently enjoined Nunez from future
      violations of Section 5(a) and 5(c) of the Securities Act, ordered Nunez to
      pay
      a $55,000 civil penalty, suspended Mr. Nunez from association with any
      broker-dealer for a period of six months, and required Mr. Nunez to provide
      an
      accounting and to disgorge any profits made as a result of the sales. To date,
      Mr. Nunez has not paid the $55,000 civil penalty.




11





*Risks
      of Doing Business in Brazil*





*The
      executive offices of our subsidiary and all of our operations are based in
      Brazil. Accordingly, we are subject to all of the risks inherent in doing
      business in a foreign jurisdiction.*





The
      executive offices of our subsidiary and all of our material operations are
      in
      Brazil and we expect to make further investments in Brazil in the future.
      Therefore, our business, financial condition and results of operations are
      to a
      significant degree subject to economic, political and social events in Brazil,
      including the material risks outlined below.





*Political
      or economic instability in Brazil could have an adverse impact on our results
      of
      operations due to diminished revenues.*





All
      of
      our revenues are derived from Brazil. Political or economic instability in
      Brazil could have an adverse impact on our results of operations due to
      diminished revenues. Our future revenue, costs of operations and profit results
      could also be affected by a number of other factors related to our Brazilian
      operations, including changes in economic conditions in Brazil, changes in
      a
      country’s political condition, trade protection measures, licensing and other
      legal requirements, and local tax issues.





F *luctuations
      in currency exchange rates could negatively affect our
      performance*





Unanticipated
      currency fluctuations in the Brazilian Real could lead to lower reported
      consolidated results of operations due to the translation of these currencies
      into U.S. dollars when we consolidate our financial results. We provide accounts
      receivable collection and management services to our Brazilian clients utilizing
      Brazilian labor sources. A decrease in the value of the U.S. dollar in relation
      to the Brazilian Real could increase our cost of doing business in Brazil.





*Governmental
      policies in Brazil could impact our business.*





Changes
      in Brazil’s governmental policies which could have a substantial impact on our
      business include:





●
            new
                laws and regulations or new interpretations of those laws and regulations;




●
            the
                introduction of measures to control inflation or stimulate growth;




●
            changes
                in the rate or method of taxation;




●
            the
                imposition of additional restrictions on currency conversion and
                remittances abroad; and




●
            any
                actions which limit our ability to finance and operate our business
                in
                Brazil.




*Fluctuations
      in exchange controls could negatively affect our performance.*





Exchange
      transactions are generally controlled by the Central Bank of Brazil which
      authorizes a series of banks to act in the foreign exchange market, selling
      and
      buying currencies. There is a commercial rate of exchange published daily by
      the
      Central Bank based upon market results on said day. A free market, and quotation
      system exists, mainly dealing with tourist activities. Both rates have been
      extremely close since the inception of the stabilization plan ("Plano Real")
      several years ago. Subject to certain registration requirements with the Central
      Bank of Brazil and compliance with certain regulations, we may repatriate U.S.
      Dollars earned from our Brazilian operations through the repayment of loans
      and
      the payment of dividends. On occasions in the past, Brazil has imposed temporary
      restrictions on the conversion and remittance of foreign capital, for example
      when there was a serious imbalance in Brazil's balance of payments. In such
      circumstances, we could be adversely affected, if the exchange control rules
      were changed to delay or deny remittances abroad from us.





12


*Your
      ability to bring an action against us, ATN and those of our officers and
      directors that are based in Brazil, or to enforce a judgment against us and
      such
      officers and directors or to recover assets in the possession of us, ATN or
      such
      officers and directors, will be difficult since any such action or recovery
      of
      assets would be an international matter, involving Brazilian laws and geographic
      and temporal disparities* **.**





We
      conduct all of our operations in Brazil through our subsidiary, ATN. All but
      one
      of our management personnel reside in Brazil and all of the assets of ATN and
      those Brazilian residents are located outside of the United States. As a result,
      it may be difficult or impossible for you to bring an action against us, ATN
      or
      these individuals in the United States in the event that you believe that your
      rights have been violated under applicable law or otherwise. Even if an action
      of this type is successfully brought, the laws of the United States and of
      Brazil may render a judgment unenforceable.





*Concentrated
      Control Risk*





*The
      management team collectively has the power to make all major decisions regarding
      the company without the need to get consent from any stockholder or other
      person. This discretion could lead to decisions that are not necessarily in
      the
      best interests of minority shareholders.*





Our
      management team, including the management of our subsidiary, ATN, collectively
      owns 95.70% of the outstanding common stock. Management, therefore, has the
      power to make all major decisions regarding our affairs, including decisions
      regarding whether or not to issue stock and for what consideration, whether
      or
      not to sell all or substantially all of our assets and for what consideration
      and whether or not to authorize more stock for issuance or otherwise amend
      our
      charter or bylaws. The management team is in a position to elect all of our
      directors and to dictate all of our policies.





*Market
      Risks*





*There
      has been no established public trading market for our common stock. If a market
      in our stock is ever developed, our stock price may become highly
      volatile.*





Since
      we
      are relatively thinly capitalized and our stock is a penny stock, if a market
      in
      our stock is ever developed, our stock price may become highly volatile. There
      has
      been no established public trading market for our common stock and, none of
      our
      shares are currently eligible for sale in a public trading market. The
      likely market for our stock would be the Over-the-Counter Bulletin Board or
      the
      Pink Sheets. As
      a
      result, investors may find it difficult to dispose of our securities, or to
      obtain accurate quotations of the price of our securities This lack of
      information limits the liquidity of our common stock, and likely will have
      an
      adverse effect on the market price of our common stock and on our ability to
      raise additional capital.





If
      an
      active trading market does develop, the market price of our common stock is
      likely to be highly volatile due to, among other things, the relatively low
      revenue nature of our business and because we are a thinly capitalized company.
      Further, even if a public market develops, the volume of trading in our common
      stock will presumably be limited and likely be dominated by a few individual
      stockholders. The limited volume, if any, will make the price of our common
      stock subject to manipulation by one or more stockholders and will significantly
      limit the number of shares that one can purchase or sell in a short period
      of
      time.





The
      equity markets have, on occasion, experienced significant price and volume
      fluctuations that have affected the market prices for many companies’ securities
      that have often been unrelated to the operating performance of these companies.
      Any such fluctuations may adversely affect the market price of our common stock,
      regardless of our actual operating performance. As a result, stockholders may
      be
      unable to sell their shares, or may be forced to sell them at a
      loss.





13


*We
      do
      not intend to pay dividends to our stockholders, so you will not receive any
      return on your investment in our company prior to selling your interest in
      us.* **





We
      have
      never paid any dividends to our stockholders. We currently intend to retain
      any
      future earnings for funding growth and, therefore, do not expect to pay any
      dividends in the foreseeable future. If we determine that we will pay dividends
      to the holders of our common stock, we cannot assure that such dividends will
      be
      paid on a timely basis. As a result, you will not receive any return on your
      investment prior to selling your shares in our company and, for the other
      reasons discussed in this “Risk Factors” section, you may not receive any return
      on your investment even when you sell your shares in our company and your shares
      may become worthless.





*A
      significant number of our shares will be eligible for sale and their sale or
      potential sale may depress the market price of our common
      stock.* **





Sales
      of
      a significant number of shares of our common stock in the public market could
      harm the market price of our common stock. We
      have
      authorized 40,000,000 shares
      of common stock. As of April
      15,
      2007 ,
      we had
      outstanding **** 8,456,250 shares
      of common stock. Accordingly, we have 31,543,750 shares of common stock
      available for future sale.





*Because
      our stock is considered a penny stock, any investment in our stock is considered
      to be a high-risk investment and is subject to restrictions on
      marketability.* **





Our
      common stock is a "penny stock" within the meaning of Rule 15g-9 to the
      Securities Exchange Act of 1934, which is generally an equity security with
      a
      price of less than $5.00. Our common stock is subject to rules that impose
      sales
      practice and disclosure requirements on certain broker-dealers who engage in
      certain transactions involving a penny stock. Under the penny stock regulations,
      a broker-dealer selling penny stock to anyone other than an established customer
      or "accredited investor" must make a special suitability determination for
      the
      purchaser and must receive the purchaser's written consent to the transaction
      prior to the sale, unless the broker-dealer is otherwise exempt. Generally,
      an
      individual with a net worth in excess of $1,000,000 or annual income exceeding
      $200,000 individually or $300,000 together with his or her spouse is considered
      an accredited investor.





In
      addition, the penny stock regulations require the broker-dealer to:


·
            deliver,
                prior to any transaction involving a penny stock, a disclosure schedule
                prepared by the Securities and Exchange Commission relating to the
                penny
                stock market, unless the broker-dealer or the transaction is otherwise
                exempt;


·
            disclose
                commissions payable to the broker-dealer and the Registered Representative
                and current bid and offer quotations for the securities;
                and


·
            send
                monthly statements disclosing recent price information with respect
                to the
                penny stock held in a customer's account, the account's value and
                information regarding the limited market in penny
                stocks.





Because
      of these regulations, broker-dealers may encounter difficulties in their attempt
      to sell shares of our common stock, which may affect the ability of holders
      of
      our capital stock to sell their shares in the secondary market and have the
      effect of reducing the level of trading activity in the secondary market. These
      additional sales practice and disclosure requirements could impede the sale
      of
      our securities. In addition, the liquidity of our securities may be decreased,
      with a corresponding decrease in the price of our securities. Our common stock
      in all probability will be subject to such penny stock rules and our
      stockholders will, in all likelihood, find it difficult to sell their
      securities.




*Certain
      provisions of our Certificate of Incorporation and Delaware law may make it
      more
      difficult for a third party to effect a change- in-control.* **





Our
      Certificate of Incorporation authorizes the Board of Directors to issue up
      to
      10,000,000 shares of preferred stock. The preferred stock may be issued in
      one
      or more series, the terms of which may be determined at the time of issuance
      by
      the Board of Directors without further action by the stockholders. These terms
      may include voting rights including the right to vote as a series on particular
      matters, preferences as to dividends and liquidation, conversion rights,
      redemption rights and sinking fund provisions. The issuance of any preferred
      stock could diminish the rights of holders of our common stock, and therefore
      could reduce the value of such common stock. In addition, specific rights
      granted to future holders of preferred stock could be used to restrict our
      ability to merge with, or sell assets to, a third party. The ability of the
      Board of Directors to issue preferred stock could make it more difficult, delay,
      discourage, prevent or make it more costly to acquire or effect a
      change-in-control.





14


In
      addition, we are also subject to Section 203 of the Delaware General
      Corporation Law that, subject to certain exceptions, prohibits a Delaware
      corporation from engaging in any business combination with any interested
      stockholder for a period of three years following the date that the stockholder
      became an interested stockholder. The preceding provisions of our Certificate
      of
      Incorporation, as well as Section 203 of the Delaware General Corporation
      Law, could discourage potential acquisition proposals, delay or prevent a
      change-in-control and prevent changes in our management, even if such things
      would be in the best interests of our stockholders.





**Item
      2. DESCRIPTION OF PROPERTY.**





Our
      executive offices in the U.S.A. are located at 4500 Steiner Ranch Boulevard,
      Suite 1708, Austin, Texas 78732. This space is the residence of our Secretary
      and we utilize the space on a rent-free basis pursuant to a verbal understanding
      with our Secretary.




On
      November 16, 2006 we reported our closing on April 17, 2006 of a real estate
      transaction to purchase the 8 th floor of
      an executive office building for ATN’s executive offices, for a purchase price
      of approximately $208,000. The purchase price was funded with a 20% down payment
      payable over four months and an 8-year adjustable rate mortgage currently at
      12%.




ATN’s
        new
        executive offices are located on the 8 th Floor of
        a modern 11-storey executive office building located at Largo de São Francisco
        de Paula 42, Centro Historico Rio de Janeiro, CEP 20.051-070. ATN’s office space
        consists of 500 square meters: of which 300 square meters is used as a call
        center; 50 square meters is used for administrative offices; 20 square meters
        is
        used for our conference room; and 60 square meters is used for a training
        room
        with a 30-person capacity. The Company also owns 16 parking spaces in the
        building which is an added benefit to conducting business in the middle of
        Rio
        de Janeiro’s downtown historical center. ATN’s President, Omar Malheiro Silva
        Araújo, has purchased the 9 th floor of
        the same building and has leased it to
        the Company for
        annual rent of $27,500.


ATN
      also
      has a second office in Vitoria, Brazil with a space of 100 square meters and
      15
      employees. This office engages primarily in recovering delinquent accounts
      in
      the state of Espirito Santo.




ATN
      has
      given up a third office space in Niteroi, Brazil and has consolidated the services
      once provided by the Niteroi
      office in its new
      executive offices .




**Item
      3. LEGAL PROCEEDINGS.**





There
      are
      no legal proceedings which are pending or have been threatened against us or
      any
      officer, director or control person of which management is aware.





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





No
      matters were submitted during the fourth quarter of our fiscal year to a vote
      of
      security holders, through the solicitation of proxies or otherwise.





**PART
      II**





**Item
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASE OF EQUITY SECURITIES.**





***Market
      Price***





There
      has
      been no established public trading market for our common stock and, none of
      our
      shares of our common stock are eligible for sale in a public trading market.
      There is no current price quoted for our common stock.





15


None
      of
      our common stock or preferred stock is subject to outstanding options or
      warrants and we have no outstanding securities that are convertible into our
      common stock or preferred stock.





None
      of
      our stock is eligible to be sold pursuant to Rule 144 under the Securities
      Act
      as a result of the guidance provided by Richard Wulff in a letter dated January
      21, 2000 to Ken Worm of the NASD in response to Mr. Worm’s inquiry regarding the
      status of shares issued by blank check companies. In this guidance, known as
      the
      Worm-Wulff guidance, the SEC’s Division of Corporation Finance issued a staff
      interpretation on the free trading status of securities initially issued by
      blank check companies in a number of factual scenarios.  The Division of
      Corporation Finance stated that in the several scenarios put forward by the
      NASD, the blank check issuer would not be able to rely upon the
      availability of Rule 144 or Section 4(1) of the Securities Act, and the shares
      issued by the blank check issuer would not be freely tradable without
      registration under the Securities Act.





***Holders***





As
      of
      April 15, 2007, our common stock was held by 79 stockholders of record. The
      issued and outstanding shares of Lexicon’s common stock were issued in
      accordance with the exemptions from registration afforded by Section 4(2) of
      the
      Securities Act of 1933 and Regulations S and D promulgated under the Securities
      Act.




***Dividends***





Lexicon
      has not paid any dividends to date, and has no plans to do so in the immediate
      future.





***Transfer
      Agent***





Continental
      Stock Transfer and Trust Company is currently acting as our transfer agent.
      Contact information for Continental Stock Transfer and Trust Company is as
      follows: 17 Battery Place, New York, New York 10004, telephone (212)
      509-4000.




***Recent
      Sales of Unregistered Securities***





On
      November 22, 2005, we entered into a Debt Conversion Agreement with Keyano
      Invest Inc. or Keyano, the holder of our convertible promissory note having
      a
      principal amount plus accrued interest of $1,063,750. Under the Debt Conversion
      Agreement, we converted Keyano’s note and any accrued interest into our common
      stock at a rate of $0.20 per share. 5,318,750 shares of our common stock were
      delivered to Keyano and the note was cancelled. The shares were offered and
      sold
      in reliance upon an exemption from registration requirements of the Securities
      Act afforded by Section 4(2) of the Securities Act for offers and sales of
      securities that do not involve a public offering.





On
      February 27, 2006, we issued 2,000,000 shares of our common stock to the two
      stockholders of ATN, Omar Malheiro Silva Araújo and Manuel da Costa Fraguas. The
      shares were offered and sold in reliance upon an exemption from registration
      requirements of the Securities Act afforded by Section 4(2) of the Securities
      Act for offers and sales of securities that do not involve a public offering.





In
      issuing securities in reliance on Section 4(2) of the Securities Act as
      specified above, our reliance was based upon the following factors: (a) the
      issuance of the securities was an isolated private transaction by us which
      did
      not involve a public offering; (b) there were only a limited number of offerees;
      (c) there were no subsequent or contemporaneous public offerings of the
      securities by us; (d) the securities were not broken down into smaller
      denominations; and (e) the negotiations for the sale of the stock took place
      directly between the offeree and us.





16


**Item
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





***Overview***


*General*
  Our
        corporate name is Lexicon United Incorporated. We were incorporated on July
        17,
        2001 in the state of Delaware. We were a “blank check” company and had no
        operations other than organizational matters and conducting a search for
        an
        appropriate acquisition target until February 27, 2006 when we completed
        an
        acquisition transaction with ATN, a Brazilian limited company, that had
        commenced business in April 1997. ATN is engaged in the business of managing
        and
        servicing accounts receivables for large financial institutions in Brazil.
        On
        April 29, 2005, our stockholders approved a four for one reverse stock split
        which became effective on June 28, 2005.
 
 *Sources
          of Revenue*
 
 We
          derive
          our revenues primarily from collection of distressed debt by entering into
          non
          binding agreements with financial institutions to collect their debt. Once
          an
          agreement is reached with the debtor of the financial institution based
          upon
          established parameters, an installment agreement is established. We are
          then
          entitled to a commission on the agreed settlement. We earn and record the
          pro
          rata commission for each installment, when the installment payments are
          received
          from the debtors. Our average fee was approximately 15% during the fiscal
          year
          ended December 31, 2006 and 2005. We do
          not acquire accounts receivable for our own account. Our services are limited
          to
          managing the recovery of accounts receivable for our third-party
          clients.
 
 ATN’s
          long period of operations, its capacity to process millions of receivables
          and
          its level of professionalism have made ATN an attractive resource for customers
          desiring to secure their receivables. Our success rate is measured by how
          long
          an outstanding debt is past due as well as whether such debt has been
          categorized as a performing, semi-performing or charged-off item. On average
          we
          recover between 2.5% and 8% of face value of our debt.
  *Industry
        Wide Factors that are Relevant to Our Business*
  We
        are in
        the business of managing the recovery of credit accounts receivable in Brazil
        for our third-party clients who are either credit card issuers or transferees
        of
        credit accounts receivable. Our business, therefore, depends on the growth
        of
        the credit card sector in Brazil.
  According
          to the US Department of Commerce, Brazil the
          third
          largest card
          issuer, with around 300 million units including credit and debit cards
          in
          2006, after
          the United States and China, and the
          credit card services sector in Brazil is an over US$ 100 billion market.
          The use
          of financial cards allows a larger access to banking and commercial services,
          considering that, with a population of 170 million, 70% of the Brazilians
          are
          excluded from the financial system and only 15% of the population has bank
          accounts, according to the Brazilian National Economic and Social Development
          Bank (BNDES) and the University of Campinas’ (UNICAMP) Institute of Economy. The
          current legislation in Brazil permits banks to open accounts without requesting
          proofs of income which allows for the issuance of more debit cards. In
          addition,
          the government has passed a law permitting the deduction of credit card
          payments
          directly from salaries which has increased the adoption of financial cards.
 
 According
          to a survey held by the
          Brazilian Association of Credit Card
          and
          Related Services Companies (ABECS), the market for financial cards is estimated
          by industry sources to reach US$230 billion in sales and around 15 billion
          transactions by 2008. Also, according to the Brazilian Bank Federation
          (Febraban), the banking industry is optimistic about 2006 with projections
          indicating that growth of credit operations will remain steady at 25% for
          individuals and 17% for total portfolios. Banks expect the basic interest
          rate
          to be at 15.2% at the end of 2006 and at 13.9% at the end of 2007, which
          would
          generate a credit expansion. According to the World Bank, credit cards
          in Brazil
          now represent around forty percent of the total credit card business in
          Latin
          America and 2.6% of the total global market.
 
 ATN’s
          long period of operations and its capacity to process millions of receivables
          have made ATN an attractive resource for customers desiring to secure their
          receivables.
  *Opportunity
          for Growth*
 
 In
          order
          to further increase our revenue base and eliminate the uncertainty of our
          ability to continue as a going concern, we plan to start using ATN’s consumer
          database and its vast experience in collections to start buying selected
          receivables for our own account. We believe that the impact on our liquidity
          would be highly improved and we would have the opportunity to build our
          own
          short and long-term portfolio of restructured receivables. Purchased debts
          for
          our own account would also suppress the efforts and costs of collection
          monitoring and reporting back to original holders to the benefit of our
          bottom
          line.






**Uncertainties
      that Affect our Financial Condition**




We
      have
      approximately 15 clients. However, in the fiscal year ended December 31, 2006,
      we relied on five major clients for approximately 68.25% of our income. Revenues
      from our clients Ativos, HSBC Bank, Fininvest, Leader and Unicard for fiscal
      year 2006 constituted approximately 11.85%, 16.06%, 13.55%, 14.51% and
      12.30% **** of
      our
      total revenues, respectively. None of these major clients are contractually
      obligated to continue use of our services at historic levels or at all, subject
      only to notice periods for termination. If any of these clients were to
      significantly reduce their amount of service, fail to pay, or terminate their
      relationships with us altogether, our business could be harmed. The number
      of
      major clients on whom we rely has increased from three during fiscal year 2005
      to five during fiscal year 2006. During fiscal year 2006, no one customer was
      responsible for more than 16% of our revenues during this period.





17


The
      portfolios of consumer receivables that we service consist of one or more of
      the
      following types of consumer receivables:




·
            charged-off
                receivables - accounts that have been written-off by the originators
                and
                may have been previously serviced by collection
                agencies;




·
            semi-performing
                receivables - accounts where the debtor is making partial or irregular
                monthly payments, but the accounts may have been written-off by the
                originators; and




·
            performing
                receivables - accounts where the debtor is making regular monthly
                payments
                that may or may not have been delinquent in the past.




Charged-off
      receivables accounted for more approximately 99% of our business in 2006, while
      semi-performing and performing receivables each accounted or less than 1% of
      our
      business in the period.




Our
      acquisition of ATN and its operations has had a large impact on our costs and
      our Management resources. Prior to our acquisition of ATN in February 2006,
      we
      were a shell company with no revenues. Accordingly, our Management dedicated
      only 25% of their time to our business and our general and administrative
      expenses were minor and related only to fulfilling our duties as a public
      company. Since our acquisition of ATN, our revenues
      have increased from $0 revenues in fiscal year 2005 to $2,512,205 in fiscal
      year
      2006. However, our cost of sales have increased from $0 for fiscal year 2005
      to
      $1,901,898 for fiscal year 2006, primarily due to increased expenses for
      salaries, telegraph and mail, and taxes, and our selling, general and
      administrative expenses increased from $100,026 in fiscal year 2005 to
      $1,447,267. Rather than dedicating only 25% of his time to our business, our
      President and Chief Executive Officer, Elie Saltoun, now dedicates 80% of his
      time to the management of our company. We have updated our IT infrastructure
      and
      we are
      ready
      to support the acquisition and the handling up to 2,500,000 cases per
      month.




***Results
      of Operations***




The
      following table summarizes the results of our operations during the years ended
      December 31, 2006 and 2005 and provides information regarding the dollar and
      percentage increase or (decrease) from the current year to the prior
      year.




18


**Percentage****Increase**
            
            **Increase****12/31/06**
            
            **12/31/05**
            
            **(Decrease)**
            
            **(Decrease)****Revenues**
            
            2,512,205
            
            0
            
            2,512,205
            
            100.00%**Cost
                of Sales**
            
            1,901,898
            
            0
            
            1,901,898
            
            100.00%**Selling,
                General and Administrative**
            
            1,447,267
            
            100,026
            
            1,347,241
            
            1346.89%**Other
                Expenses**
            
            472,020
            
            390,134
            
            81,886
            
            21.00%**Interest
                Income**
            
            44,404
            
            26,258
            
            18,146
            
            69.11%**Net
                Income (loss)**
            
            (1,264,576)
            
            (463,902)
            
            (800,674)
            
            172.60%**Earnings
                (loss) per common share**
            
            (0.16)
            
            (0.27)
            
            0.11
            
            40.74%





We
      had
      revenues of $2,512,205 for the year ended December 31, 2006 compared to $0
      revenues for the year ended December 31, 2005. The increase in revenues on
      a
      consolidated basis was primarily due to the inclusion of operations of ATN.
      Revenues for ATN during 2006, increased by $227,594 primarily due to increased
      collections.





Cost
      of
      sales was $1,901,898 for the year ended December 31, 2006 compared to $0 for
      the
      year ended December 31, 2005. The increase in cost of sales was primarily due
      to
      the inclusion of operations of ATN. Cost of sales for ATN increased by $635,236
      from the year ended December 31, 2005, primarily due to increased expenses
      for
      salaries, telegraph and mail, and taxes.





During
      the year ended December 31, 2006, selling, general and administrative expenses
      were $1,447,267 compared to $100,026 for year ended December 31, 2005. This
      increase of $1,347,241 was primarily due to the inclusion of operations of
      ATN.
      Selling, general and administrative expenses of ATN increased by $536,360 for
      the year ended December 31, 2006 mainly due to increased expenses for telephone
      and services rendered.





During
      the year ended December 31, 2006 we had a net loss of $1,264,576. This loss
      is
      primarily attributable to a small increase in revenues and a large increase
      in
      expenses as described above.




During
      the year ended December 31, 2005, we incurred a net loss of $463,902. The loss
      is mainly attributable to a debt conversion expense of $340,400 incurred in
      November 2005 where we converted certain convertible promissory note held by
      Keyano Invest Inc. into our common stock at a price of $0.20 per share. We
      reduced the conversion price from $1.00 per share to $0.20 per share as an
      incentive for Keyano to convert the loan. Other expenses during this period
      related primarily to interest expense, accounting, legal and miscellaneous
      general and administrative fees.





Net
      loss
      per share for the year ended December 31, 2006 was $.016 as compared to a net
      loss per share of $.27 for year ended December 31, 2005. This decrease of $.11
      per share is due primarily to the issuance of stock and the increase in the
      weighted number of shares outstanding during the year ended December 31, 2006
      as
      well as an increase of $800,674 in the net loss of the company for the current
      year.





***Cash
      Flow Items***




The
      following table summarizes our cash flow activities during the year ended
      December 31, 2006 and 2005.





**Year
                  Ended**
                **December
                  31,****2006**
              
              **2005****Net
                  Cash Provided (Used) by Operating Activities**
              
              (202,164)
              
              (85,069)**Net
                  Cash Provided (Used) by Investing Activities**
              
              (480,926)
              
              (2,843)**Net
                  Cash Provided (Used) by Financing Activities**
              
              77,771
              
              24,167**Net
                  increase (decrease) in Cash and Cash Equivalents**
              
              44,278
              
              (63,745)**Cash
                  and Cash Equivalents - Beginning of Period**
              
              940,809
              
              1,004,554**Cash
                  and Cash Equivalents - End of Period**
              
              896,531
              
              940,809




19





We
      used
      $202,164 of cash from our operating activities during the year ended December
      31, 2006 as compared to $85,069 used during the year ended December 31, 2005.
      The difference of $117,095 is attributable to primarily the following
      factors:




·
            Increase
                in accrued municipal taxes of
                $590,517




·
            Increase
                in accounts payable of $108,059




·
            Loss
                on disposal of assets of $175,757




·
            Non
                cash items included in net loss of
                $160,062




These
      increases were offset by a net loss of $1,264,576.





We
      used
      480,926 in cash from our investing activities during the year ended December
      31,
      2006 as compared to $2,843 used in the prior year. These increase is due
      primarily to the purchase of property and equipment for our office.





We
      provided a net $777,771 from financing activities during the year ended December
      31, 2006 as compared to $24,167 during the year ended December 31, 2005. The
      increase is due to new borrowings. We borrowed $176,489 for the purchase of
      the
      8 th floor of
      an office building; $38,395 for new computer equipment; $112,161 for new office
      furniture; and $93,100 for a working capital loan. Other short term loans from
      financial institutions used for working capital comprise the
      difference.




***Balance
          Sheet Items*** **
  As
          of
          December 31, 2006, we had total current assets of $1,192,883, as compared
          to
          $940,809 as of December 31, 2005. Our total assets as of December 31, 2006
          were
          $3,288,172 as compared to $943,368 as of December 31, 2005. We had total
          current
          liabilities of $3,072,832 as of December 31, 2006 as compared to $57,205
          as of
          December 31, 2005, and we had total liabilities of $3,405,544 as compared
          to
          $57,205 as of December 31, 2005.
 This
          increase total liabilities is primarily due to the acquisition of ATN and
          the
          inclusion of their liabilities, mainly accrued municipal service taxes
          of
          $1,637,618. We also had new loans totaling $833,238 during the year ended
          December 31, 2006.
 
 As
          of
          December 31, 2006, our total Stockholders’ Equity (deficit) was $(117,372) as
          compared to $886,163 at December 31, 2005. This was due to the net loss
          of
          $1,264,576 offset by the additional paid in capital for the purchase of
          ATN.
 
 ***Liquidity
          and Capital Resources***
 
 Our
          Company is able to cover its normal and operating expenditures through
          its
          normal operations. We do not anticipate any unusual material expenditures,
          and
          if such an event should arise, we have approximately $750,000 in cash in
          our US
          bank accounts to cover such an event. Since our operating subsidiary, ATN,
          has
          been in existence for over ten years, the Company does not anticipate any
          changes in operations in its normal course of business and the Company
          has no
          major plans to change its current mode of operations.
  On
          February 27, 2006, we completed an acquisition transaction with ATN whereby
          we
          acquired 400,000 shares of ATN common stock, constituting 80% of ATN’s issued
          and outstanding capital stock, from the two stockholders of ATN in exchange
          for
          2,000,000 shares our common stock. Upon the consummation of such share
          exchange,
          the two stockholders of ATN became holders of approximately 23.72% of our
          outstanding common stock in the aggregate and ATN became our majority-owned
          subsidiary.




As
      of
      December 31, 2006, we had cash of $896,531 and total assets of $3,288,172.
      As of
      December 31, 2005, we had cash of $940,809 and total assets of $943,368. This
      increase is primarily due to the assets acquired in the acquisition of ATN.
      Assets acquired include accounts receivable of $198,451, equipment, net of
      accumulated depreciation of $314,849 and intangible assets including customer
      lists, tradenames and goodwill of $1,513,656. Additional purchases of fixed
      assets during the year totaled $526,655.




We had a
          negative working capital of $1,882,949 at December 31, 2006, of which
          $1,637,618 relate
          to disputed municipal taxes in connection with ATN’s prior and ongoing
          operations.


20




Short
          Term Debt
 
 The
          Company has several loans with various Brazilian banks and financial
          institutions. The loans are secured by personal guarantees of the Company’s
          principal shareholders and bear interest at rates ranging from 6% to
          36%. ****** The
          balance of the loans at December 31, 2006 was $621,052.
 
 Long
          Term
          Debt
 
 On
          April
          17, 2006, the Company closed on a real estate transaction to purchase the
          8 th floor of
          an executive office building for ATN Capital E Participações Ltda.’s executive
          offices. The purchase price of approximately $176,489 was funded with a
          20% down
          payment payable over four months and an 8 year adjustable rate mortgage
          currently at 12%.
  In
          August, 2006, the Company purchased new computer equipment from DELL Brazil.
          The
          equipment valued at approximately $38,395 is financed over a three year
          period
          at 14.4% per year.
  In
          August, 2006, the Company borrowed a working capital loan from Banco Bradesco.
          The loan is valued at approximately $93,100 and is payable in 24 monthly
          installments at 2.7% per month, commencing September 17, 2006. The loan
          is
          guaranteed by a promissory note signed by ATN’s directors. At December 31, 2006,
          the balance is $78,921.
  In
          September, 2006, the Company purchased new furniture. The furniture valued
          at
          approximately $112,161 is financed over a five year period at 5.69% per
          year
          plus the inflation index. The loan is payable in 48 monthly installments
          commencing October 8, 2007. The loan is secured by the
          furniture.
  An
          analysis of the current and long-term portion of the debt at December 31,
          2006
          is as follows:
 Total
                      loans outstanding
                  
                  $
                  405,966Less:
                      current portion
                  
                  
                  76,254Long-term
                      portion
                  
                  $
                  329,712
  At
          December 31, 2006, maturities of long term debt are as
          follows:
 2008
                  
                  $
                  96,7082009
                  
                  
                  72,4712010
                  
                  
                  50,1002011
                  
                  
                  43,0742012
                      and thereafter
                  
                  
                  67,359Total
                  
                  $
                  329,712
 
 Our
        financial statements have been prepared on the basis that we will continue
        as a
        going concern, which contemplates the realization and satisfaction of our
        liabilities and commitments in the normal course of business.
  We
          believe that our increased revenues and our cash on hand will be sufficient
          to
          sustain our operations at our current levels for the next twelve
          months.


***Off-Balance
      Sheet Arrangements***




We
      do not
      have any off-balance sheet arrangements.




**Item
      7. FINANCIAL STATEMENTS.**





See
      the
      index to our financial statements and our financial statements following the
      Signature Page and Certifications at the end of this Annual Report on Form
      10-KSB.




21




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





There
      have been no disagreements regarding accounting and financial disclosure matters
      with our independent certified public accountants.





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





As
      required by Rule 13a-15 under the Exchange Act, we carried out an evaluation
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures, as of the end of the period covered by this report on Form 10-KSB.
      Disclosure controls and procedures are procedures that are designed with the
      objective of ensuring that information required to be disclosed in our reports
      filed under the Securities Exchange Act of 1934, such as this Form 10-KSB,
      is
      recorded, processed, summarized and reported, within the time period specified
      in the Securities and Exchange Commission’s rules and forms, and that such
      information is accumulated and is communicated to our management, including
      our
      principal executive and principal financial officer, or persons performing
      similar functions, as appropriate, to allow timely decisions regarding required
      disclosure. This evaluation of the effectiveness of our disclosure controls
      and
      procedures was carried out under the supervision and with the participation
      of
      our management, including Elie Saltoun, our Chairman, CEO and Treasurer. Based
      upon that evaluation, Mr. Saltoun concluded that, as of December 31, 2006,
      and
      as of the date that the evaluation of the effectiveness of our disclosure
      controls and procedures was completed, our disclosure controls and procedures
      were effective to satisfy the objectives for which they are
      intended.





There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation performed that occurred during the period covered
      by this report that has materially affected or is reasonably likely to
      materially affect, our internal control over financial reporting.





**Item
      8B. OTHER INFORMATION.**





None.





22




**PART
      III**





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





***Directors,
      Executive Officers and Significant Employees***




Set
      forth
      below are the names of our directors, officers and significant employees, their
      ages, all positions and offices that they hold with us, the period during which
      they have served as such, and their business experience


during
      at
      least the last five years.




**Name**
            **Age**
            **Positions
                Held**
            **Experience**Elie
                Saltoun
            67
            Chief
                Executive Officer, President and Treasurer since November
                2004
            Elie
                Saltoun was our director and Secretary since inception. On November
                4,
                2004, he resigned as Secretary and became our Chief Executive Officer,
                President and Treasurer. From October 1998 until April 2001, he was
                a
                director of, and was (until April 2, 2001) the Chief Executive Officer
                and
                President of, PanAgra International Corporation. PanAgra is now called
                Minghua Group International Holdings Limited and it is a company
                that
                develops and manufactures hybrid vehicles powered by a combination
                of a
                combustion diesel engine and an electric power system. During the
                period
                that Mr. Saltoun was the Chief Executive Officer and President of
                PanAgra
                (from October 1998 through April 2001), it was a blank check company.
                Since May 2005 through present, Mr. Saltoun has acted as a principal
                of
                Keyano Invest Inc., a corporate consulting firm based in
                Brazil.Jeffrey
                Nunez
            45
            Secretary
                since November 2004
            During
                the period from our inception until November 4, 2004, Mr. Nunez was
                our
                director, Chief Executive Officer, President and Treasurer. He resigned
                from all of those positions (except he remained a director) on November
                4,
                2004 and on such date he was appointed as our Secretary. From September
                2000 to October 2003, Jeffrey G. Nunez has served as the Senior Director
                of Investments and Operations at Chicago Investment Group, Inc. From
                October 2003 to present Mr. Nunez has been self employed acting as
                a
                consultant to public companies under the name Broad Street
                Capital.Omar
                Malheiro Silva Araújo
            52
            President,
                Chief Executive Officer and director of ATN since April
                1997
            Mr.
                Araújo has been the President, Chief Executive Officer and director of
                our
                subsidiary ATN since April 1997. Mr. Araújo is the co-founder of ATN. From
                1991 to 1997, Mr. Araújo served as the Chief Financial Officer and
                director of Cartao Unibanco Visa where he supervised the cash flow
                of the
                credit card division. Mr. Araújo has a MBA in Finance.Manuel
                da Costa Fraguas
            59
            General
                Manager and director of ATN since April 1997
            Mr.
                Fraguas has been the General Manager and director of our subsidiary
                ATN
                since its inception on April 1997. Mr. Fraguas is the co-founder
                of ATN.
                Mr. Fraguas has a master in Production
                Engineering.





There
      are
      no agreements or understandings for any of our executive officers or directors
      to resign at the request of another person and no officer or director is acting
      on behalf of nor will any of them act at the direction of any other
      person.





23


Mr.
      Saltoun devotes approximately 80% of his business time to our affairs with
      the
      remaining time being spent on the affairs of Keyano Invest Inc. Mr. Nunez
      devotes approximately 25% of his time to our affairs with the remaining time
      being spent on the affairs of Broad Street Capital. Each of Mr. Araújo and
      Fraguas devotes 100% of his business time to the operation and business of
      our
      subsidiary ATN.





***Family
      Relationships***




There
      are
      no family relationships among our directors or officers.





***Involvement
      in Certain Legal Proceedings***




To
      the
      best of our knowledge, except as set forth herein, none of our directors,
      director nominees or executive officers has been involved in any transactions
      with us or any of our directors, executive officers, affiliates or associates
      which are required to be disclosed pursuant to the rules and regulations of
      the
      SEC. Except as described below, none of the directors, director designees or
      executive officers to our knowledge has been convicted in a criminal proceeding,
      excluding traffic violations or similar misdemeanors, or has been a party to
      any
      judicial or administrative proceeding during the past five years that resulted
      in a judgment, decree or final order enjoining the person from future violations
      of, or prohibiting activities subject to, federal or state securities laws,
      or a
      finding of any violation of federal or state securities laws, except for matters
      that were dismissed without sanction or settlement.





On
      July
      28, 2005, the SEC issued an order in connection with the settlement of an
      administrative proceeding against our Secretary, Jeffrey G. Nunez. The order
      indicates that Mr. Nunez, who at the time was a registered representative
      (broker) at the brokerage firm of Providential Securities, Inc., played an
      active role in the distribution of hundreds of thousands of unregistered shares
      of stock of Morgan Cooper, Inc. in violation of Section 5 of the Securities
      Act.
      Morgan Cooper, Inc., formerly Gong Hei Investment Co., Ltd., is the successor
      company in a reverse merger transaction that occurred on November 18, 1999
      when
      Morgan Cooper, Inc., then a private company engaged in the garment business,
      effected a business combination with Gong Hei Investment Co., Ltd., then a
      public reporting shell company. Mr. Nunez acted as a broker in connection with
      the sale of the shares by James Caprio and James Morse, who were principals
      of
      the shell company prior to the reverse merger, to the brokerage clients of
      Providential Securities. The Commission permanently enjoined Nunez from future
      violations of Section 5(a) and 5(c) of the Securities Act, ordered Nunez to
      pay
      a $55,000 civil penalty, suspended Mr. Nunez from association with any
      broker-dealer for a period of six months, and required Mr. Nunez to provide
      an
      accounting and to disgorge any profits made as a result of the sales. To date,
      Mr. Nunez has not paid the $55,000 civil penalty.




***Code
      of Ethics***





Our
      board
      of directors has adopted a code of ethics that our principal financial officer,
      principal accounting officer or controller and any person who may perform
      similar functions are subject to. Currently Elie Saltoun, our Chief Executive
      Officer, President and Treasurer, Jeffrey G. Nunez, our Secretary, **** Omar
      Malheiro Silva Araújo, the Chief Executive Officer and President of ATN, and
      Manuel da Costa Fraguas, the General Manager of ATN, are our and ATN’s only
      officers and directors, therefore, they are the only persons subject to the
      Code
      of Ethics. If we retain additional officers in the future to act as our
      principal financial officer, principal accounting officer, controller or persons
      serving similar functions, they would become subject to the Code of Ethics.
      The
      Code of Ethics does not indicate the consequences of a breach of the code.
      If
      there is a breach, our board of directors would review the facts and
      circumstances surrounding the breach and take action that it deems appropriate,
      which action may include dismissal of the employee who breached the code.
      Currently, since Messrs Saltoun and Nunez serve as directors and are also our
      officers, they are largely responsible for reviewing their own conduct under
      the
      Code of Ethics and determining what action to take in the event of their own
      breach of the Code of Ethics.




24


***Compliance
      with Section 16(a) of the Securities Exchange Act***





Section
      16(a) of the Exchange Act required our executive officers and directors, and
      person who beneficially own more than ten percent of our equity securities,
      to
      file reports of ownership and changes in ownership with the Securities and
      Exchange Commission. Officers, directors and greater than ten percent
      shareholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file. Based on our review of the copies of such forms
      received by us, we believe that during the year ended December 31, 2006, Elie
      Saltoun and Jeffrey Nunez each failed to make the required filings under Section
      16(a). These officers have indicated that they intend to make the required
      filings promptly after the filing of this Form 10-KSB.





***Board
      Composition and Committees***




Our
      Board
      of Directors is composed of 2 members, Mr. Saltoun and Mr. Nunez. Directors
      are
      elected until their successors are duly elected and qualified.





We
      currently do not have standing audit, nominating or compensation committees.
      Currently, our entire Board of Directors is responsible for the functions that
      would otherwise be handled by these committees. We intend, however, to establish
      an audit committee, a nominating committee and a compensation committee of
      the
      Board of Directors. We envision that the audit committee will be primarily
      responsible for reviewing the services performed by our independent auditors,
      evaluating our accounting policies and our system of internal controls. The
      nominating committee would be responsible for nomination of new director
      candidates and will be responsible for implementing our corporate governance
      policies and procedures. The compensation committee will be primarily
      responsible for reviewing and approving our salary and benefits policies
      (including stock options) and other compensation of our executive
      officers.





Our
      Board
      of Directors has not made a determination as to whether any member of our board
      is an audit committee financial expert. Upon the establishment of an audit
      committee, the board will determine whether any of the directors qualify as
      an
      audit committee financial expert.





**Item
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth information concerning all cash and non-cash
      compensation awarded to, earned by or paid to our Chief Executive Officer,
      for
      services during the last three fiscal years in all capacities to us, our
      subsidiaries and predecessors. No executive officer received compensation of
      $100,000 or more in any of the last three fiscal years.





**Summary
      Compensation Table**





**Name
                and Principal**
              **Position**
            **Year**
            **Salary**
              **($)**
            **Bonus**
              **($)**
            **Stock
                Awards ($)**
            **Option
                Awards ($)**
            **Non-**
              **Equity
                Incentive Plan Compensation Earnings ($)**
            **Non-**
              **qualified
                Deferred Compensation Earnings ($)**
            **All
                Other**
              **Compensation
                ($)**
            **Total**
              **($)**Elie
                Saltoun
              CEO
            2006
            0
            0
            0
            0
            0
            0
            0
            0Jeffrey
                Nunez
              Secretary
            2006
            0
            0
            0
            0
            0
            0
            15,000(1)
            0


_____________________________




Narrative
      Disclosure to Summary Compensation





(1)
      Reflects $10,000 received on June 27, 2006 and $5,000 received on December
      20,
      2006 by Jeffrey Nunez, as consideration for his services as our
      Secretary.





25


***Outstanding
      Equity Awards at Fiscal Year End***




None
      of
      our executive officers received any equity awards, including, options,
      restricted stock or other equity incentives, during the fiscal year ended
      December 31, 2006.




***Additional
      Narrative Disclosures***




All
      of
      our employees, including our executive officers, are employed at will and none
      of our employees has entered into an employment agreement with us. We do not
      have any bonus, deferred compensation or retirement plan.





Our
      CEO,
      Mr. Saltoun, has the use of a corporate American Express Card for
      business-related expenses. During fiscal year 2006 $10,000 was reimbursed to
      Mr.
      Saltoun for expenses incurred on behalf of the Company during a 2006 trip to
      Zurich, Cairo and New York.





The
      President and CEO of ATN, Omar Malheiro Silva Araújo, receives an annual salary
      of approximately US$72,394 and receives health and life insurance coverage
      valued at US$9,192 per year. ATN’s General Manager, Manuel da Costa Fraguas
      receives an annual salary of approximately US$37,019 and receives health and
      life insurance coverage valued at US$ 8,093 .





***Director
      Compensation***




We
      have
      no standard arrangements in place to compensate our directors for their service
      as directors or as members of any committee of directors. In the future, if
      we
      retain non-employee directors, we may decide to compensate them for their
      service to us as directors and members of committees




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




The
      following table sets forth information regarding beneficial ownership of our
      common stock as of January 1, 2007 (i) by each person who is known by us to
      beneficially own more than five percent of our common stock; (ii) by each of
      our
      officers and directors; and (iii) by all of our officers and directors as a
      group:





Title
                of Class
            Name
                & Address of
              Beneficial
                Owner
            Office,
                If Any
            Amount
                & Nature of Beneficial
              Ownership1
            Percent
                of
              Class2Common
                Stock
              $0.001
                par value
            Omar
                Malheiro Silva Araújo
              177
                Av. Rio Branco, 7thFloor
              Rio
                de Janeiro, Brazil
              20040-007
            President,
                Chief Executive Officer and director of ATN
            1,400,000
            16.56%Common
                Stock
              $0.001
                par value
            Manuel
                da Costa Fraguas
              177
                Av. Rio Branco, 7thFloor
              Rio
                de Janeiro, Brazil
              20040-007
            General
                Manager and director of ATN
            600,000
            7.10%Common
                Stock
              $0.001
                par value
            Keyano
                Invest Inc.
              C/o
                VP Bank attention Mr. Diego Piccoli
              Bleicherweg
                50 CH 8039
              Zurich
                Switzerland
            
            5,818,7503
            68.81%Common
                Stock
              $0.001
                par value
            Elie
                Saltoun
              4500
                Steiner Ranch Blvd.
              Suite
                1708
              Austin,
                Texas 78732
            President,
                CEO, Treasurer and Director
            5,818,7503
            68.81%Common
                Stock
              $0.001
                par value
            Jeffrey
                Nunez
              4500
                Steiner Ranch Blvd.
              Suite
                1708
              Austin,
                Texas 78732
            Secretary
                and Director
            250,000
            2.96%Common
                Stock
              $0.001
                par value
            All
                officers and directors as a group (2 persons named above)
            
            6,068,751
            71.77%





26


1 Beneficial
      Ownership is determined in accordance with Rule 13d-3 of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities. Each of the beneficial owners listed above has direct
      ownership of and sole voting power and investment power with respect to the
      shares of our common stock.  For each Beneficial Owner above, any options
      exercisable within 60 days have been included in the denominator.




2 Based
      on
      8,456,250 shares of our Common Stock outstanding as of April 15, 2007.




3 Our
      president, CEO, Treasurer and director, Elie Saltoun, owns fifty percent of
      Keyano Invest Inc. Accordingly, Mr. Saltoun and Keyano are deemed to be
      affiliates. Mr. Saltoun is deemed to be the beneficial owner of any securities
      owned by Keyano, and vice versa. Therefore, the 5,818,750 shares of our common
      stock owned by Keyano include the 500,000 shares of common stock held by Mr.
      Saltoun. Conversely, the 5,818,750 shares of our common stock owned by Mr.
      Saltoun include the 5,318,750 shares held by Keyano.




***Changes
      in Control***




We
      do not
      currently have any arrangements which if consummated may result in a change
      of
      control of our Company. ****




**ITEM
      12. CERTAIN RELATIONSHIPS AND TRANSACTIONS AND** **DIRECTOR
      INDEPENDENCE**




***Certain
      Relationships and Transactions with Related Persons***





On
      November 22, 2005, we entered into a Debt Conversion Agreement with Keyano,
      the
      holder of our convertible promissory note having a principal amount plus accrued
      interest of $1,063,750. Under the Debt Conversion Agreement, we converted
      Keyano’s note and any accrued interest into our common stock at a rate of $0.20
      per share. 5,318,750 shares of our common stock were delivered to Keyano and
      the
      note was cancelled. Keyano is an affiliate of our director and current Chief
      Executive Officer, President and Treasurer, Elie Saltoun, who is the owner
      of a
      50% interest in Keyano.




On
      February 27, 2006, we consummated the transactions contemplated by a share
      exchange agreement among us, ATN, Omar Malheiro Silva Araújo and Manuel da Costa
      Fraguas, both directors and officers of ATN. Pursuant to the share exchange
      agreement, we acquired 80% of the outstanding capital stock of ATN in exchange
      for 2,000,000 shares of our common stock, in the aggregate. As a result of
      this
      transaction, Messrs. Araújo and Fraguas became the owners of 23.72% of our
      outstanding capital stock.




***Director
      Independence***




The
      Board
      of Directors is currently composed of 2 members, Mr. Saltoun and Mr. Nunez.
      None
      of our directors are “independent” directors, as that term is defined under the
      Nasdaq listing standards.





27




**Item
      13. EXHIBITS.**





The
      following exhibits are filed with this report, except those indicated as having
      previously been filed with the Securities and Exchange Commission and are
      incorporated by reference to another report, registration statement or form.
      As
      to any shareholder of record requesting a copy of this report, we will furnish
      any exhibit indicated in the list below as filed with this report upon payment
      to us of our expenses in furnishing the information.





Exhibit
                No.
            ***Description***2.1
            Share
                Exchange Agreement, dated December 12, 2005, among the registrant,
                ATN
                Capital & Participações Ltda, Omar Malheiro Silva Araújo and Manuel da
                Costa Fraguas (incorporated by reference to Exhibit 10.1 in the
                registrant’s current report on Form 8-K filed on December 16,
                2005)2.2
            Amendment
                No. 1 to Share Exchange Agreement, dated January 18, 2006, among
                the
                registrant, ATN Capital & Participações Ltda, Omar Malheiro Silva
                Araújo and Manuel da Costa Fraguas (incorporated by reference to Exhibit
                10.1 in the registrant’s current report on Form 8-K filed on January 23,
                2006)3.1
            Certificate
                of Incorporation of the registrant as filed with the Secretary of
                State of
                the State of Delaware on July 17, 2001 (incorporated by reference
                to
                Exhibit 2.1 in the registrant’s Form 10-SB filed on August 28,
                2001)3.2
            Bylaws
                of the registrant adopted on July 17, 2001 (incorporated by reference
                to
                Exhibit 2.2 in the registrant’s Form 10-SB filed on August 28,
                2001)10.2
            Debt
                Conversion Agreement, dated November 22, 2005, between the registrant
                and
                Keyano Invest Inc. (incorporated by reference to Exhibit 10.1 in
                the
                registrant’s current report on Form 8-K filed on November 28,
                2005)10.3
            Lease
                Agreement between the Company and SANTA CASADA
                MISERICÓRDIA DO RIO DE JANEIROdated May 2, 2005 (incorporated by reference to Exhibit 10.2 in the
                registrant’s current report on Form 8-K filed on February 27,
                2006)14
            Code
                of ethics (incorporated by reference to Exhibit 14 in the registrant’s
                annual report for the fiscal year of 2003 filed on February 15,
                2005)21
            Subsidiary
                of the Registrant31
            Rule
                13a-14(a)/15d-14(a) Certification32
            Section
                1350 Certification





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





***Audit
      Fees***





The
      aggregate fees billed for each of the fiscal year ended December 31, 2006 and
      2005 for professional services rendered by the principal accountant for the
      audit of the registrant’s annual financial statements and review of the
      financial statements included in the registrant’s Form 10-KSB or services that
      are normally provided by the accountant in connection with statutory and
      regulatory filings or engagements for those fiscal years were $36,660 and
      $10,900, respectively.





28


***Audit
      Related Fees***





The
      aggregate fees billed in the fiscal year ended December 31, 2006 and 2005 for
      assurance and related services by the principal accountant that are reasonably
      related to the performance of the audit or review of the registrant’s financial
      statements and are not reported under the paragraph captioned “Audit Fees” above
      are $25,613 and $8,573, respectively.





***Tax
      Fees***





The
      aggregate fees billed in the fiscal years ended December 31, 2006 and 2005
      for
      professional services rendered by the principal accountant for tax compliance,
      tax advice and tax planning were $0 and $0, respectively.








***All
      Other Fees***





The
      aggregate fees billed in the fiscal years ended December 31, 2006 and 2005
      for
      products and services provided by the principal accountant, other than the
      services reported above under other captions of this Item 14 are $0 and $0,
      respectively.





***Pre-Approval
      Policies and Procedures***





Our
      board
      of directors adopted resolutions in accordance with the Sarbanes-Oxley Act
      of
      2002 requiring pre-approval of all auditing services and all audit related,
      tax
      or other services not prohibited under Section 10A(g) of the Securities Exchange
      Act of 1934, as amended to be performed for us by our independent auditors,
      subject to the *de
      minimus* exception described in Section 10A(i)(1)(B) of the Exchange Act. These
      resolutions authorized our independent auditor to perform audit services
      required in connection with the annual audit relating to the fiscal year ended
      December 31, 2006 and the quarterly reviews for the subsequent fiscal quarters
      of 2007 through the review for the quarter ended September 30, 2007 at which
      time additional pre-approvals for any additional services to be performed by
      our
      auditor would be sought from the Board. Our board of directors also appointed
      and authorized Elie Saltoun to grant pre-approvals of other audit,
      audit-related, tax and other services requiring board approval to be performed
      for us by our independent auditor, provided that the designee, following any
      such pre-approvals, thereafter reports the pre-approvals of such services at
      the
      next following regular meeting of the Board.





The
      percentage of audit-related, tax and other services that were approved by the
      board of directors is zero (-0-).





29


SIGNATURES





In
      accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this Report on Form 10-KSB to be signed on its behalf by
      the
      undersigned, thereto duly authorized individual.





Date: May
        18 ,
        200 7


LEXICON UNITED INCORPORATEDBy:
            /s/
              Elie
              SaltounElie
              SaltounChief
                Executive Officer,
              President
                and Treasurer




In
      accordance with the Securities Exchange Act of 1934, 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/
                  Elie Saltoun
                Elie
                  Saltoun
              CEO,
                  President and Treasurer and Director
              May
                  18, 2007/s/
                  Jeffrey Nunez
                Jeffrey
                  Nunez
              Secretary
                  and Director
              May
                    18, 2007





30








LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





FINANCIAL
      STATEMENTS





FOR
      THE
      TWO YEARS ENDED


DECEMBER
      31, 2006 AND 2005

















Table
      of
      Contents











Report
                  of Independent Registered Public Accounting Firm
              F
                  2Consolidated
                  Balance Sheets
              F
                  3Consolidated
                  Statements of Operations
              F
                  4Consolidated
                  Statements of Cash Flows
              F
                  5Consolidated
                  Statements of Stockholders’ Equity (Deficit)
              F
                  7Notes
                  to Financial Statements
              F
                  8















MEYLER
      & COMPANY, LLC


CERTIFIED
      PUBLIC ACCOUNTANTS


ONE
      ARIN
      PARK


1715
      HIGHWAY 35


MIDDLETOWN,
      NJ 07748











Report
      of
      Independent Registered Public Accounting Firm





To
      the
      Board of Directors


Lexicon
      United Incorporated


Austin,
      TX





We
      have
      audited the accompanying consolidated balance sheets of Lexicon United
      Incorporated and Subsidiary as of December 31, 2006 and 2005 and the related
      consolidated statements of operations, stockholders’ equity, and cash flows for
      each of the two years in the period ended December 31, 2006. These consolidated
      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 audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements, assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audit provides a reasonable basis
      for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of the Company
      as
      of December 31, 2006 and 2005 and the consolidated results of its operations
      and
      its cash flows for each of the two years in the period ended December 31, 2006
      in conformity with U.S. generally accepted accounting principles.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note A to the
      consolidated financial statements, the Company incurred net losses of $1,264,576
      and $463,902 for the years ended December 31, 2006 and 2005, respectively,
      and
      has an accumulated deficit of $1,890,063 and negative working capital of
      $1,882,949 at December 31, 2006. These conditions raise substantial doubt about
      its ability to continue as a going concern. Management’s plans regarding those
      matters are also described in Note A. The financial statements do not include
      any adjustments that might result from the outcome of this uncertainty.





/s/ Meyler & Company,
                LLC




Middletown,
      NJ


April
        15,
        2007, except for Notes A and E


which
        are May 10,
        2007





F-2




LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





CONSOLIDATED
      BALANCE SHEETS







December
                31,2006
            
            2005ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            896,531
            
            $
            940,809Accounts
                receivable
            
            
            198,236Other
                receivables
            
            
            95,929Prepaid
                expenses
            
            
            2,187Total
                Current Assets
            
            
            1,192,883
            
            
            940,809FIXED
                ASSETS, net of accumulated depreciationof
                $273,845 and $284 in 2006 and 2005, respectively
            
            
            581,633
            
            
            2,559OTHER
                ASSETSCustomer
                lists, net of amortization of $51,372
            
            
            462,361Trade
                names, net of amortization of $22,017
            
            
            198,154Goodwill
            
            
            853,141Total
                Other Assets
            
            
            1,513,656TOTAL
                ASSETS
            
            $
            3,288,172
            
            $
            943,368LIABILITIES
                AND STOCKHOLDER’S EQUITY (DEFICIT)CURRENT
                LIABILITIESLoans
                payable to banks
            
            $
            621,052Current
                portion of long term debt
            
            
            76,254Accounts
                payable
            
            
            191,528Loans
                payable to officer
            
            
            
            
            $
            55,467Accrued
                expenses
            
            
            235,496
            
            
            1,738Accrued
                municipal service taxes
            
            
            1,637,618Accrued
                payroll
            
            
            170,618Accrued
                employee benefits
            
            
            143,266Total
                Current Liabilities
            
            
            3,075,832
            
            
            57,205LONG
                TERM LIABILITIESLong
                term debt
            
            
            329,712Total
                Long Term Liabilities
            
            
            329,712STOCKHOLDERS’
                EQUITY (DEFICIT)Preferred
                stock $0.001 par value, 10,000,000 sharesauthorized,
                none issued and outstandingCommon
                stock, $0.001 par value 40,000,000 sharesauthorized,
                8,456,250 and 6,456,250 issued and outstandingat
                December 31, 2006 and 2005, respectively
            
            
            8,456
            
            
            6,456Paid
                in capital
            
            
            1,903,194
            
            
            1,505,194Accumulated
                deficit
            
            
            (1,890,063
            )
            
            (625,487
            )Accumulated
                other comprehensive loss
            
            
            (138,959
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (117,372
            )
            
            886,163TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)
            
            $
            3,288,172
            
            $
            943,368




See
      accompanying notes to financial statements.




F-3


LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





CONSOLIDATED
      STATEMENTS OF OPERATIONS





For
                  the Year EndedDecember
                    31,2006
              
              2005RestatedREVENUEService
                    revenues
              
              $
              2,512,205Total
                    Revenue
              
              $
              2,512,205COST
                  OF SERVICES
              
              
              1,901,898GROSS
                  PROFIT
              
              
              610,307COSTS
                  AND EXPENSESDebt
                    conversion expense
              
              
              
              
              $
              340,400Selling,
                    general and administrative
              
              
              1,447,267
              
              
              100,026Interest
                    expense
              
              
              108,893
              
              
              44,450Stock
                    based compensation
              
              
              
              
              
              5,000Loss
                  on disposal of fixed assets
              
              
              203,065Depreciation
              
              
              86,673
              
              
              284Amortization
              
              
              73,389TOTAL
                  COSTS AND EXPENSES
              
              
              1,919,287
              
              
              490,160OTHER
                  INCOME (EXPENSE)Interest
                    income and other
              
              
              44,404
              
              
              26,258Total
                    Other Income (Expense)
              
              
              44,404
              
              
              26,258NET
                  LOSS
              
              $
              (1,264,576
              )
              $
              (463,902
              )NET
                  LOSS PER COMMON SHARE
              
              $
              (0.16
              )
              $
              (0.27
              )WEIGHTED
                  AVERAGE COMMON SHARESOUTSTANDING
              
              
              8,143,921
              
              
              1,695,445





See
        accompanying notes to financial statements.


F-4




LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF CASH FLOWS


For
                    theYear
                    EndedDecember
                    31,2006
                
                2005(Restated)CASH
                    FLOWS FROM OPERATING ACTIVITIES
                
                $
                (1,264,576
                )
                $
                (463,902
                )Net
                    lossNoncash
                    items included in net loss:Depreciation
                
                
                86,673
                
                
                284Stock
                    based compensation
                
                
                
                
                
                5,000Debt
                    conversion expense
                
                
                
                
                
                340,400Disposal
                    of fixed assets, net
                
                
                175,757Amortization
                    of intangibles
                
                
                73,389Decrease
                    (increase) in assets and liabilities:Accounts
                    receivable
                
                
                215Other
                    receivables
                
                
                (21,487
                )Prepaid
                    expenses
                
                
                10,643Increase
                    (decrease) in liabilities:Accounts
                    payable
                
                
                108,059
                
                
                (10,957
                )Accrued
                    expenses
                
                
                (50,371
                )
                
                (19,644
                )Accrued
                    municipal service taxes
                
                
                590,517Accrued
                    interest
                
                
                
                
                
                63,750Accrued
                    payroll
                
                
                41,968Accrued
                    employee benefits
                
                
                47,049Capital
                    advances to be returnedNet
                    Cash Provided (Used) by Operating Activities
                
                
                (202,164
                )
                
                (85,069
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESCash
                    received in acquisition
                
                
                45,729Purchase
                    of fixed assets
                
                
                (199,888
                )
                
                (2,843
                )Net
                    Cash Provided (Used) by Investing Activities
                
                
                (154,159
                )
                
                (2,843
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESLoans
                    payable (repayments) to officer
                
                
                (55,467
                )
                
                43,467Interest
                    payable to officer
                
                
                
                
                
                (19,300
                )Repayment
                    of long term debt
                
                
                (18,961
                )Loans
                    from financial institutions
                
                
                525,432Net
                    Cash Provided (Used) in Financing Activities
                
                
                451,004
                
                
                24,167EFFECT
                    OF EXCHANGE RATE OF CASH
                
                
                (138,959
                )Net
                    Decrease in Cash
                
                
                (44,278
                )
                
                (63,745
                )CASH,
                    beginning of period
                
                
                940,809
                
                
                1,004,554CASH,
                    end of period
                
                $
                896,531
                
                $
                940,809







See
        accompanying notes to financial statements


F-5




LEXICON
      UNITED INCORPORATED AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)








SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION





Interest
                paid
            
            $
            108,893
            
            $
            119,409Non
                cash itemsConversion
                of promissory notes
            
            
            
            
            
            1,000,000Purchase
                of furniture and equipment
            
            
            150,556Purchase
                of office facility
            
            
            176,489Assets
                acquired and liabilities assumed in acquisition
                of subsidiaryCash
            
            $
            45,729Clients
            
            
            198,451Accounts
                receivable
            
            
            1,215,985Equipment
            
            
            539,651Accumulated
                depreciation
            
            
            (224,802
            )Taxes
                recoverable
            
            
            66,218Prepaid
                expenses
            
            
            12,830Other
                assets
            
            
            8,224Customer
                lists
            
            
            513,733Tradenames
            
            
            220,171Goodwill
            
            
            853,141Agreements
                payable
            
            
            1,272,396Accounts
                payable
            
            
            83,469Accrued
                expenses
            
            
            149,839Loans
                payable
            
            
            193,780Taxes
                payable
            
            
            1,349,847Issuance
                of common stock
            
            
            400,000




See
      accompanying notes to financial statements.




F-6


LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIT)


July
      17,
      2001 (Inception) to December 31, 2005








AccumulatedAdditional
            
            
            
            OtherCommon
                Stock
            
            Contributed
            
            Accumulated
            
            ComprehensiveShares
            
            Amount
            
            Capital
            
            Deficit
            
            Income
                (Loss)
            
            TotalBalance,
                December 31, 2004
            
            
            1,112,500
            
            $
            1,112
            
            $
            101,388
            
            $
            (161,585
            )
            
            
            
            $
            (59,085
            )Conversion
                of promissory note(effective
                November 22, 2005)
            
            
            5,318,750
            
            
            5,319
            
            
            1,398,831
            
            
            
            
            
            
            
            
            1,404,150Stock
                based compensation(effective
                October 31, 2005)
            
            
            25,000
            
            
            25
            
            
            4,975
            
            
            
            
            
            
            
            
            5,000Net
                loss for year ended December 31, 2005
            
            
            
            
            
            
            
            
            
            
            
            (463,902
            )
            
            
            
            
            (463,902
            )Balance,
                December 31, 2005
            
            
            6,456,250
            
            
            6,456
            
            
            1,505,194
            
            
            (625,487
            )
            
            
            
            
            886,163Issuance
                of common stock for purchase ofATN
                Capital E Participacoes Ltda
            
            
            2,000,000
            
            
            2,000
            
            
            398,000
            
            
            
            
            
            
            
            
            400,000Net
                loss for the year ended December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            (1,264,576
            )
            
            
            
            
            (1,264,576
            )Adjustments
                from exchange rate changes
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (138,959
            )
            
            (138,959
            )Balance,
                December 31, 2006
            
            
            8,456,250
            
            $
            8,456
            
            $
            1,903,194
            
            $
            (1,890,063
            )
            $
            (138,959
            )
            $
            (117,372
            )





See
      accompanying notes to financial statements.


F-7


LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2006


NOTE
          A -
          RESTATEMENTS
 
 The
          financial statements for the year ended December 31, 2006 have been restated
          as
          follows:
  As
                    Reported
                
                As
                    RestatedConsolidated
                    Statement of OperationsCosts
                    and expenses:Loss
                    on disposal of fixed assets
                
                
                
                
                $
                203,065
                    (A
                )Cash
                    Flow StatementPurchase
                    of fixed assets
                
                $
                526,655
                
                
                199,888
                    (B
                )Loans
                    payable (repayments) to officer
                
                
                
                
                
                55,467
                    (B
                )Repayment
                    of long term debt
                
                
                
                
                
                18,961
                    (B
                )Loans
                    from financial institutions
                
                
                777,771
                
                
                525,432
                    (B
                )Non-cash
                    items:Purchase
                    of furniture and equipment
                
                
                
                
                
                150,278
                    (B
                )Purchase
                    of office equipment
                
                
                
                
                
                176,489
                    (B
                )
 Notes:
 (A)
                Reclass
                    from non-operating to
                    operating.
 (B)
                Certain
                    purchases of fixed assets considered non-cash transactions and
                    gross-up of
                    borrowings and repayments.


NOTE B
        - NATURE OF BUSINESS AND GOING CONCERN





Organization





Lexicon
      United Incorporated and Subsidiary was incorporated on July 17, 2001 under
      the
      laws of the State of Delaware and has been a blank check company until February
      27, 2006, when it was acquired. ATN Capital E Participações, Ltda., a Brazilian
      Company (“ATN”). ATN was incorporated in April 1997 and is in the business of
      managing and servicing accounts receivable for large financial institutions.
      The
      Company’s focus is on the recovery of delinquent accounts (generally, accounts
      that are 60 days or more past due). The Company generates revenues from the
      recovery of the delinquent accounts receivable on a fee basis. From July 17,
      2001 to December 31, 2005, the Company was deemed to be and reported as, a
      development stage enterprise, as defined under SFAS No. 7.





Going
      Concern





As
      indicated in the accompanying financial statements, the Company has incurred
      net
      losses of $1,264,576 in 2006 and $463,902 in 2005 and an accumulated deficit
      of
      $1,890,063 and has a negative working capital of $1,882,949 at December 31,
      2006. Management’s plans include raising capital through the equity markets to
      fund future operations and generating of revenue through its business. Failure
      to raise adequate capital and generate adequate sales revenues could result
      in
      the Company having to curtail or cease operations. Additionally, even if the
      Company does raise sufficient capital to support its operating expenses and
      generate adequate revenues, there can be no assurances that the revenue will
      be
      sufficient to enable it to develop business to a level where it will generate
      profits and cash flows from operations. These matters raise substantial doubt
      about the Company’s ability to continue as a going concern. However, the
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and satisfaction of liabilities
      in
      the normal course of business. These financial statements do not include any
      adjustments relating to the recovery of the recorded assets or the
      classification of the liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.





F-8


LEXICON
        UNITED INCORPORATED AND SUBSIDIARY
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2006


NOTE C
        - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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 amounts of assets and liabilities and disclosure of contingent
        assets
        and liabilities at the date of the financial statements and reported amounts
        of
        revenues and expenses during the reporting period. Actual results could differ
        from those estimates.





Cash
      and Cash Equivalents





The
      Company considers all highly-liquid investments with a maturity of three months
      or less to be cash equivalents. There were cash equivalents of $78,518 in 2006
      and none in 2005.





Equipment
      and Depreciation





Equipment
        is stated at cost and is depreciated using the straight line method over
        the
        estimated useful lives of the respective assets. Routine maintenance, repairs
        and replacement costs are expensed as incurred and improvements that extend
        the
        useful life of the assets are capitalized. When equipment is sold or otherwise disposed
        of, the cost and related accumulated depreciation are eliminated from the
        accounts and any resulting gain or loss is recognized in
        operations.




Revenue
      Recognition





The
      Company derives its revenue primarily from collection of distressed debt by
      entering into non binding agreements with financial institutions to collect
      their debt. Once an agreement is reached with the debtor of the financial
      institution based upon established parameters, an installment agreement is
      established. The Company is then entitled to a commission on the agreed
      settlement. The Company earns and records the pro rata commission for each
      installment, when the installment payments are received from the
      debtors.





Consolidated
      Financial Statements





The
      consolidated financial statements include the Company and its 80% owned
      subsidiary. All significant intercompany transactions and balances have been
      eliminated in consolidation.





Intangible
      Assets





Intangible
      assets of customer lists and trade names are amortized over a ten year life.
      The
      annual amortization recorded is $73,390.




Fair
      Values of Financial Instruments




The
      Company uses financial instruments in the normal course of business. The
      carrying values of cash equivalents, accounts receivable, accounts payable,
      accrued expenses and other current liabilities approximate their fair value
      due
      to the short-term maturities of these assets and liabilities.




Income
        Taxes
 
 The
          Company accounts for income taxes using the liability method, which requires
          the
          determination of deferred tax assets and liabilities based on the differences
          between the financial and tax bases of assets and liabilities using enacted
          tax
          rates in effect for the year in which differences are expected to reverse.
          Deferred tax assets are adjusted by a valuation allowance, if, based on
          the
          weight of available evidence, it is more likely than not that some portion
          or
          all of the deferred tax assets will not be realized.





F-9


LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2006




NOTE
          C -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
          Taxes (Continued)




Income
      tax provisions require the use of management judgments, which are subject to
      challenge by various taxing authorities. Significant estimates used in
      accounting for income taxes relate to determination of taxable income and the
      determination of differences between book and tax bases.





Net
      Loss Per Common Share





The
        Company computes per share amounts in accordance with Statement of Financial
        Accounting standards (“SFAS”) No. 128, “Earnings per Share.” SFAS per share
        (“EPS”) requires presentation of basic and diluted EPS. Basic EPS is computed by
        dividing the income (loss) available to Common Stockholders by the
        weighted-average number of common shares outstanding for the period. Diluted
        EPS
        is based on the weighted-average number of shares of common stock and common
        stock equivalents outstanding during
        the periods, however, no potential common shares are included in the computation
        of any diluted per share amounts when a loss from continuing operations exists.





Foreign
      Currency Translation





The
      Company considers the Brazilian currency (Reais) to be its functional currency.
      Assets and liabilities were translated into U.S. dollars at the period end
      exchange rates. The equity accounts were translated at historical rates.
      Statement of Operations amounts were translated using the average rate during
      the year. Gains and losses resulting from translating foreign currency financial
      statements were accumulated in other comprehensive income (loss), a separate
      component of stockholders’ deficit.




NOTE D
        - RECENT ACCOUNTING PRONOUNCEMENTS





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
      defines the threshold for recognizing the benefits of tax return positions
      in
      the financial statements as “more-likely-than-not” to be sustained by the taxing
      authority. The recently issued literature also provides guidance on the
      derecogniti on,
      measurement and classification of income tax uncertainties, along with any
      related interest and penalties. FIN 48 also includes guidance concerning
      accounting for income tax uncertainties in interim periods and increases the
      level of disclosures associ ated
      with
      any recorded income tax uncertainties. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. The Company expects to adopt the
      provisions of FIN 48 beginning in the first quarter of 2008. The Company is
      currently in the process of
      determining the impact, if any, of adopting the provisions of FIN 48 on its
      financial position, results of operations and liquidity.




F-10


LEXICON
        UNITED INCORPORATED AND SUBSIDIARY
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2006
  NOTE D-
          RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a fra mework
      for measuring fair value under other accounting pronouncements that permit
      or
      require fair value measurements, changes the methods used to measure fair value
      and expands disclosures about fair value measurements. In particular,
      disclosures are required to provide information on the extent to which fair
      value is used to measure assets and liabilities; the inputs used to develop
      measurements; and the effect of certain of the measurements on earnings (or
      changes in net assets). SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007 and interim periods within those
      fiscal years. Early adoption, as of the beginning of an entity’s fiscal year, is
      also permitted, provided interim financial statements have not yet been issued.
      The Compan y
      expects
      to adopt the provisions of FIN 48 beginning in the first quarter of 2008. The
      Company is currently evaluating the potential impact, if any, that the adoption
      of SFAS No. 157 will have on its consolidated financial statements.




In
        September 2006, the
        FASB
        issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and
        Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and
        132(R),” which requires an employer to recognize the overfunded or underfunded
        status of a defined
        benefit plan as an asset or liability in its condensed consolidated balance
        sheet. Under SFAS No. 158, actuarial gains and losses and prior service costs
        or
        credits that have not yet been recognized through earnings as net periodic
        benefit cost will be recognized in other comprehensive income, net of tax,
        until
        they are amortized as a component of net periodic benefit cost. SFAS No.
        158 is
        effective as of the end of the fiscal year ending after December 15, 2006
        and
        shall not be applied retrospectively. The Company believes at this time that
        the
        adoption of SFAS No. 158 will not have a material impact on its consolidated
        financial statements as the Company does not have any defined benefit pension
        or
        other postretirement plans.




In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
      SAB No. 108 provides guidance on how prior year misstatements should be
      considered when quantifying misstatements in the current year financial
      statements. SAB No. 108 requires registrants to quantify misstatements using
      both a balance sheet and an income statement approach and evaluate whether
      either approach results in quantifying a misstatement that, when all relevant
      quantitative and qualitative factors are considered, is material. SAB No. 108
      does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
      materiality of misstatements. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. Upon initial application, SAB No. 108 permits a
      one-time cumulative effect adjustment to beginning retained earnings. The
      Company adopted SAB No. 108 for the fiscal year ended November 30, 2006.
      Adoption of SAB No. 108 did not have a material impact on the consolidated
      financial statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”).
      SFAS 159 allows entities to measure at fair value many financial
      instruments and certain other assets and liabilities that are not otherwise
      required to be measured at fair value. SFAS 159 is effective for fiscal
      years beginning after November 15, 2007. We have not determined what
      impact, if any, that adoption will have on our results of operations, cash
      flows
      or financial position.





NOTE E
        - ACQUISITION OF ATN CAPITAL E PARTICIPAÇÕES, LTDA.





On
      December 12, 2005 (amended January 18, 2006), Lexicon United Incorporated (the
      “Company”) entered into a Share Exchange Agreement (the “Share Exchange
      Agreement”) with ATN Capital E Participações Ltda., a Brazilian limited company
      (“ATN”) and with Omar Malheiro Silva Araiyo and Manuel da Costa Froguas, each
      shareholders of ATN (the “ATN Shareholders”), pursuant to which the Company
      agreed to acquire four hundred thousand (400,000) shares of outstanding capital
      stock of ATN (“ATN Shares”) from the ATN shareholders, in exchange for two
      million (2,000,000) shares of the Company’s common stock, in the aggregate. The
      ATN Shares constitute eighty percent (80%) of ATN’s issued and outstanding
      shares.





In
      connection with the share exchange agreement, the Company valued the 2,000,000
      shares issued at $0.20 per share for an aggregate value of
      $400,000.




F-11





LEXICON
      UNITED INCORPORATED AND SUBSIDIARY





NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2006





NOTE E
        - ACQUISITION OF ATN CAPITAL E PARTICIPAÇÕES, LTDA.
        (CONTINUED)





The
      fair
      value of the net assets acquired at January 1, 2006 is as follows:




Cash
              
              $
              45,729Accounts
                  receivable
              
              
              198,451Other
                  receivables
              
              
              74,442Prepaid
                  expenses
              
              
              12,830Fixed
                  assets
              
              
              314,849Customer
                  lists
              
              
              513,733Tradenames
              
              
              220,171Liabilities
                  assumed
              
              
              (1,833,346
              )$
              (453,141
              )80%
                  acquisition
              
              $
              362,513Purchase
                  price
              
              
              400,000Goodwill
              
              
              762,51320%
                  negative minority interest incommon
                  stock of ATN
              
              
              90,628Net
                  Goodwill
              
              $
              853,141
 Pro-forma
            Statement of Operations for the Year Ended December 31, 2005 is as
            follows:
  Lexicon
                  
                  ATN
                  
                  CombinedRevenue
                  
                  
                  
                  
                  $
                  2,284,611
                  
                  $
                  2,284,611Cost
                      of services
                  
                  
                  
                  
                  
                  1,266,622
                  
                  
                  1,266,622Gross
                      profit
                  
                  
                  
                  
                  
                  1,017,989
                  
                  
                  1,017,989Cost
                      and expenses
                  
                  $
                  490,160
                  
                  
                  1,432,772
                  
                  
                  1,922,932Other
                      income
                  
                  
                  26,258
                  
                  
                  
                  
                  
                  26,258Net
                      loss
                  
                  $
                  (463,902
                  )
                  $
                  (414,783
                  )
                  $
                  (878,685
                  )Net
                      loss per common share
                  
                  $
                  (0.27
                  )
                  
                  
                  
                  $
                  (0.
                      24
                  )Weighted
                      average shares outstanding
                  
                  
                  1,695,445
                  
                  
                  3,695,445*
 
 *Assumes
            2,000,000 shares issued for the acquisitions were outstanding for the
            entire
            period.


The
      Company has concluded that the acquisition occurred as at January 1, 2006 for
      financial statement purposes since the activity to the date of acquisition
      (February 27, 2006) was not deemed to be material.




NOTE F
        - CONCENTRATION OF CREDIT RISK





Cash
      and
      cash equivalents consists of money market funds held at a single financial
      institution.




F-12


LEXICON
        UNITED INCORPORATED AND SUBSIDIARY
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2006




NOTE G
        - FIXED ASSETS




Fixed
      Assets are comprised of the following:




EstimatedDecember
                31
            
            Useful
                Life2006
            
            2005Building
            
            $
            210,477
            
            
            
            
            
            25
                yearsOffice
                furniture and equipment
            
            
            561,896
            
            $
            2,843
            
            
            10
                yearsLeasehold
                improvements
            
            
            83,104
            
            
            
            
            
            25
                years855,477
            
            
            2,843Less
                accumulated depreciation
            
            
            273,844
            
            
            284$
            581,633
            
            $
            2,559




NOTE H
        - LOANS PAYABLE TO BANKS





The
      Company has several loans with various Brazilian banks and financial
      institutions. The loans are secured by personal guarantees of the Company’s
      principal shareholders and bear interest at rates ranging from 6% to
      36%. ****** The
      balance of the loans at December 31, 2006 was $621,052.





NOTE I
        - LONG TERM DEBT





On
      April
      17, 2006, the Company closed on a real estate transaction to purchase the
      8 th floor of
      an executive office building for ATN Capital E Participações Ltda.’s executive
      offices. The purchase price of approximately $176,489 was funded with a 20%
      down
      payment payable over four months and an 8 year adjustable rate mortgage
      currently at 12%.




In
      August, 2006, the Company purchased new computer equipment from DELL Brazil.
      The
      equipment valued at approximately $38,395 is financed over a three year period
      at 14.4% per year.




In
      September, 2006, the Company purchased new furniture. The furniture valued
      at
      approximately $112,161 is financed over a five year period at 5.69% per year
      plus the inflation index. The loan is payable in 48 monthly installments
      commencing October 8, 2007. The loan is secured by the furniture.




In
      August, 2006, the Company borrowed a working capital loan from Banco Bradesco.
      The loan is valued at approximately $93,100 and is payable in 24 monthly
      installments at 2.7% per month, commencing September 17, 2006. The loan is
      guaranteed by a promissory note signed by ATN’s directors. At December 31, 2006,
      the balance is $78,921.




An
      analysis of the current and long-term portion of the debt at December 31, 2006
      is as follows:




Total
                loans outstanding
            
            $
            405,966Less:
                current portion
            
            
            76,254Long-term
                portion
            
            $
            329,712




F-13


LEXICON
        UNITED INCORPORATED AND SUBSIDIARY
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2006


NOTE I
          - LONG TERM DEBT
          (CONTINUED)


At
      December 31, 2006, maturities of long term debt are as follows:





2008
            
            $
            96,7082009
            
            
            72,4712010
            
            
            50,1002011
            
            
            43,0742012
                and thereafter
            
            
            67,359Total
            
            $
            329,712





NOTE J
        - CONVERTIBLE PROMISSORY NOTE - RELATED PARTY





In
      August
      of 2004, the Company issued a convertible promissory note to Keyano Corporation,
      a company 50% owned by the President of the Company, in the amount of $1,000,000
      with a simple rate of interest of 5% per annum. The principal and related
      interest was due on August 12, 2007. The principal and all accrued interest
      was
      convertible into the Company’s common stock based upon a share price of $0.25
      per share. The agreement provided for an antidilution provision relating to
      stock splits and recapitalization.





On
      November 22, 2005, the Company entered into a Debt Conversion Agreement with
      Keyano to convert the convertible promissory note in the amount of $1,000,000
      plus accrued interest of $63,750 into common stock of Lexicon United
      Incorporated and Subsidiary. The conversion price was adjusted from $1.00 (after a
      4 for 1
      stock split in June, 2005) per share to $0.20 per share as an incentive to
      convert the loan. As a result of the conversion, Keyano received 5,318,750
      shares of restricted common stock and the note was cancelled. Consistent with
      SFAS No. 84, *Induced
      Conversions of Convertible Debt* ,
      the
      Company recorded $340,400 as Debt conversion expense in the Statement of
      Operations related to this induced conversion. The Debt conversion expense
      represents the fair value, as determined by Management, of the securities issued
      in excess of the fair value of the securities issued under the initial
      conversion agreement.





NOTE K
        - ACCRUED MUNICIPAL SERVICE TAX





The
      Company is responsible to the Brazilian taxing authorities for a municipal
      service tax at the rate of 5% based upon salaries by location. Since the Company
      paid taxes at rates lower than the 5%, it is liable for the balance. The Company
      is in dispute with the taxing authorities relating to this matter. Since it
      is
      probable that such amount will be paid, an accrual has been recorded in the
      financial statements. The accrual at December 31, 2006 was $1,637,618.





NOTE L
        - INCOME TAXES





The
      Company utilizes SFAS No 109, *Accounting
      for Income Taxes* .
      Under
      this method, the Company recognizes a deferred tax liability or asset for
      temporary differences between the tax basis of an asset or liability and the
      related amount reported on the financial statements.





The
      principal type of differences, which are measured at current tax rates, are
      net
      operating loss carryforwards. At December 31, 2006, these differences resulted
      in a deferred tax asset of $465,000. SFAS No. 109 requires the establishment
      of
      a valuation allowance to reflect the likelihood of realization of deferred
      tax
      assets. Since realization is not assured, the Company has recorded a valuation
      allowance for the entire deferred tax asset, and the accompanying financial
      statements do not reflect any net asset for deferred taxes at December 31,
      2006.




F-14


LEXICON
        UNITED INCORPORATED AND SUBSIDIARY
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2006




NOTE L
        - INCOME TAXES (CONTINUED)




The
      Company has a U.S. net operating carry forward loss of approximately $300,000
      which expires commencing 2027 and a $390,000 carry forward loss in Brazil with
      unlimited carry forward period.





NOTE M
        - RENT EXPENSE





The
      Company currently is leasing one floor of its office facilities from the
      President of the Brazilian subsidiary. The lease commenced on May 26, 2006
      and
      is renewable annually. The annual rent is $27,500 per year. The Company was
      able
      to terminate its former lease without penalties. Rent expense for the year
      ended
      December 31, 2006 was $57,439.





NOTE N
        - REVERSE STOCK SPLIT





On
      April
      29, 2005, the stockholders of the Company approved a 4 for 1 reverse split.
      This
      split became effective on June 28, 2005. All share and per share information
      in
      the financial statements and notes to the financial statements have been
      restated to give effect to this 4 for 1 reverse stock split.





NOTE O
        - REVENUE CONCENTRATIONS





For
      the
      year ended December 31, 2006, revenues from five major customers exceeded 10%
      individually and represented 68.25% of total revenues.




F-15




EXHIBITS





Exhibit
                No.
            ***Description***2.1
            Share
                Exchange Agreement, dated December 12, 2005, among the registrant,
                ATN
                Capital & Participações Ltda, Omar Malheiro Silva Araújo and Manuel da
                Costa Fraguas (incorporated by reference to Exhibit 10.1 in the
                registrant’s current report on Form 8-K filed on December 16,
                2005)2.2
            Amendment
                No. 1 to Share Exchange Agreement, dated January 18, 2006, among
                the
                registrant, ATN Capital & Participações Ltda, Omar Malheiro Silva
                Araújo and Manuel da Costa Fraguas (incorporated by reference to Exhibit
                10.1 in the registrant’s current report on Form 8-K filed on January 23,
                2006)3.1
            Certificate
                of Incorporation of the registrant as filed with the Secretary of
                State of
                the State of Delaware on July 17, 2001 (incorporated by reference
                to
                Exhibit 2.1 in the registrant’s Form 10-SB filed on August 28,
                2001)3.2
            Bylaws
                of the registrant adopted on July 17, 2001 (incorporated by reference
                to
                Exhibit 2.2 in the registrant’s Form 10-SB filed on August 28,
                2001)10.2
            Debt
                Conversion Agreement, dated November 22, 2005, between the registrant
                and
                Keyano Invest Inc. (incorporated by reference to Exhibit 10.1 in
                the
                registrant’s current report on Form 8-K filed on November 28,
                2005)10.3
            Lease
                Agreement between the Company and SANTA CASADA
                MISERICÓRDIA DO RIO DE JANEIROdated May 2, 2005 (incorporated by reference to Exhibit 10.2 in the
                registrant’s current report on Form 8-K filed on February 27,
                2006)14
            Code
                of ethics (incorporated by reference to Exhibit 14 in the registrant’s
                annual report for the fiscal year of 2003 filed on February 15,
                2005)21
            Subsidiary
                of the Registrant31
            Rule
                13a-14(a)/15d-14(a) Certification32
            Section
                1350 Certification