UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
================================================================================

                                   FORM 10-KSB

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                          COMMISSION FILE NO. 000-27055

                             CONCORD VENTURES, INC.
                      (FORMERLY CAVION TECHNOLOGIES, INC.)
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                COLORADO                                 84-1472763

      (STATE OR OTHER JURISDICTION                    (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


           2460 WEST 26th AVENUE, SUITE 380-C, Denver Colorado, 80211
                   (Address of Prinicipal Executive Offices)

                                 (303) 380 8280
                    (Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities to be registered  pursuant to Section 12(g) of the Act: COMMON STOCK,
$0.0001 PAR VALUE

Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best  of  the  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). Yes [X] No [ ]

The Registrant's revenues for its fiscal year ended December 31, 2007 were $0.

The aggregate market value of the voting common stock held by  non-affiliates of
the Registrant on January 15, 2008 was  approximately  $1,426,574 based upon the
reported  closing sale price of such shares on the Pink Sheets for that date. As
of January 15, 2008, there were 2,257,986 shares  outstanding,  of which 713,287
shares were held by non-affiliates.

          Transitional Small Business Disclosure Format. Yes [ ] No [X]


<PAGE>

                             CONCORD VENTURES, INC.
                      (FORMERLY CAVION TECHNOLOGIES, INC.)

                        2007 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

 ITEM                              DESCRIPTION                             PAGE
 ----                              -----------                             ----

                                    Part I.

Item 1.    Description of Business                                             3

Item 2.    Description of Properties                                           8

Item 3.    Legal Proceedings
                                                                               8

Item 4.    Submission of Matters to a Vote of Security Holders                 8

                                    Part II.

Item 5.    Market for Common Equity and Related Stockholder Matters            9

Item 6.    Management's  Discussion and Analysis of Financial Condition and   11

Item 7.    Financial Statements                                               20

Item 8.    Changes in and Disagreements  With Accountants on Accounting and   21

Item 8a.   Controls and Procedures.                                           21

                                   Part III.

Item 9.    Directors,  Executive  Officers,  Promoters and Control Persons:   22

Item 10.   Executive Compensation                                             24

Item 11.   Security Ownership of Certain Beneficial Owners and Management     26

Item 12.   Certain Relationships and Related Transactions

                                    Part IV.

Item 13.   Exhibits.                                                          27

Item 14.   Principal Accountant Fees and Services.                            30



                                       2
<PAGE>



                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-KSB contains  "forward-looking  statements" within
the meaning of the Private Securities  Litigation Reform Act of 1995 (the"Reform
Act").  Although Concord Ventures,  Inc.,  formerly Cavion  Technologies,  Inc.,
("Concord"  or the  "Company,"  which may also be  referred  to as "we," "us" or
"our") believes that its expectations are based on reasonable assumptions within
the bounds of its  knowledge  of its business  and  operations:  there can be no
assurance that actual results will not differ  materially from our expectations.
Such  forward-looking  statements  are subject to risks and  uncertainties  that
could  cause  actual  results  to  differ  materially  from  those  anticipated,
including  but not limited to, our  ability to reach  satisfactorily  negotiated
settlements  with our outstanding  creditors,  achieve a listing on the over the
counter bulletin board, raise debt and/or equity to fund negotiated  settlements
with our  creditors  and to meet our ongoing  operating  expenses and merge with
another  entity with  experienced  management  and  opportunities  for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
Cautionary  statements  regarding  the risks,  uncertainties  and other  factors
associated with these forward-looking statements are discussed on page 15 below.
You are urged to carefully consider these factors,  as well as other information
contained in this Annual Report on Form 10-KSB and in our other periodic reports
and documents filed with the SEC.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS HISTORY

We were  incorporated  in the State of  Colorado  in August  1998 under the name
Network Acquisitions,  Inc. We changed our name to Cavion Technologies,  Inc. in
February 1999 and subsequently to Concord Ventures, Inc. in October 2006.

On December 21, 2000,  we filed for  protection  under  Chapter 11 of the United
States  Bankruptcy Code. In connection with the filing, on February 16, 2001, we
sold  our  entire  business,  and  all of our  assets,  for the  benefit  of our
creditors.  After the sale,  we still had  liabilities  of $8.4 million and were
subsequently  dismissed  by  the  Court  from  the  Chapter  11  reorganization,
effective  March 13,  2001,  at which time the last of our  remaining  directors
resigned.  On March 13, 2001,  we had no business or other source of income,  no
assets, no employees or directors, outstanding liabilities of approximately $8.4
million and had terminated our duty to file reports under securities law.

Prior to the sale of our entire  business  and all of our assets on February 16,
2001, we offered products and services for business to business  communications,
secure  Internet  financial  products,  such as online  banking  and bill paying
services, and secure Internet access and services for our customers,  which were
primarily credit unions,  their members and credit union business  partners,  in
some cases trading under the name cavion.com. We were also building and managing
a  secure  private  communications  network  exclusively  for the  credit  union
industry.  This network was intended to act as a communications platform for the
delivery  of services  and  information  to and from  credit  unions and related
businesses.  We had developed and were beginning to offer an integrated  network
of e-commerce  portals called Member  Emporium.  Member Emporium was designed to
enable a credit  union to  provide  its  members  with  access to a  variety  of
products and  services,  typically at a discount  from retail or  Internet-based
prices.

In December 2005, one of our principal  shareholders  filed a complaint with the
District Court of Jefferson County,  Colorado,  requesting the Court to instruct
us to hold a shareholders' meeting to elect new directors. In February 2006, the
District  Court  of  Jefferson  County,  Colorado,   instructed  us  to  hold  a
shareholders' meeting to elect new directors.

In March 2006,  we held a  shareholders'  meeting  where Mr. David J. Cutler was
appointed a director and Chief Executive Officer and Chief Financial Officer and
Messrs. Wesley Whiting and Reggie Green were appointed as independent directors.
At the shareholders'  meeting, Mr. Cutler was instructed to use his best efforts
to reach  satisfactory  negotiated  settlements with our outstanding  creditors,
bring our financial  records up to date,  seek a listing on the over the counter
bulletin  board,  raise debt  and/or  equity  financing  to fund the  negotiated
settlements  with our  creditors  and to meet  ongoing  operating  expenses  and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

                                       3
<PAGE>

During the year ended  December 31, 2006,  our books and records were  retrieved
from a number of different  storage  locations,  including our former attorneys,
and the  purchaser of our business and assets.  With the  retrieval of our books
and records, financial statements for the years ended December 31, 2005 and 2004
were   completed  and  submitted   for  audit  to  Larry   O'Donnell,   CPA,  PC
(`O'Donnell'),  who was  appointed  as our  new  independent  registered  public
accountant effective August 15, 2006.

During the period from his appointment in March 2006 through September 2006, Mr.
Cutler,  an officer and director of the Company,  incurred  more than $50,000 on
our behalf in bringing our affairs up to date,  principally on settling  certain
of our  outstanding  liabilities,  legal  and  accounting  fees  and  directors'
remuneration.  In September  2006, Mr. Cutler agreed to convert  $50,000 of this
loan to us into equity on a basis to be determined by an independent third party
valuation.  In September 2006, our independent  directors  authorized an initial
issuance of 510,000 shares of our common stock,  representing 50.3% of our total
issued and outstanding  shares of our common stock,  to Mr. Cutler,  pending the
completion of the  independent  third party  valuation.  In November  2006,  the
independent third part valuation of our shares of common stock was completed and
on the basis of this third party valuation our independent  directors authorized
the issue of an additional  897,644 shares of our common stock to Mr. Cutler, as
the  balance of the equity to which he was  entitled to in  connection  with the
conversion of his $50,000 loan to us into equity. Following this second issuance
of shares,  Mr.  Cutler owned a total of 1,407,644  shares of our common  stock,
representing 70% of our total issued and outstanding shares of our common stock,
at that time.

On October 16,  2006,  we held an annual  meeting of  shareholders  at which the
majority  of our  shareholders  voted to re-elect  our  existing  directors  for
another  term,  change our name to a name,  as to be  determined by our Board of
Directors,  authorize a reverse  split of our common  stock on a basis up to one
for ten and to increase our  authorized  share capital from  19,970,000  class A
shares of common stock to  100,000,000  class A shares common  stock.  Following
this vote of our  shareholders,  effective October 23, 2006, we changed our name
from  Cavion  Technologies,  Inc.  to Concord  Ventures,  Inc.,  and,  effective
November 11, 2006,  we completed a reverse  split of our common stock on a basis
of one for ten. As a consequence  of our name change,  our trading symbol on the
Pinks Sheets was subsequently changed from CVTEQ.PK to CCVR.PK.

Following the one for ten reverse split of our stock in November 2006, we issued
50,000  shares of our common stock to each of our two  independent  directors as
remuneration for their services valued at $889(25,000  shares of common stock to
each director). We also issued a total of 50,000 shares of common stock to third
party consultants for the services totaling $889 that they had provided.

On July 25, 2007,  we filed a Form  10-SB12G  with the  Securities  and Exchange
Commission (SEC) seeking to become a fully reporting company pursuant to Section
12 (g) of the Securities  Exchange Act of 1934.  The filing became  effective on
September  23, 2007,  at which time we  succeeded in becoming a fully  reporting
company pursuant to Section 12 (g) of the Securities Exchange Act of 1934.

On September 11, 2007, we issued 100,000 shares of our common stock with a value
of $100,000  ($1.00 per share) in settlement  of a disputed  claim in connection
with our convertible  subordinated loan notes,  which were statute barred during
this period.

On September 25, 2007, we issued 50,000 shares of our restricted common stock in
exchange for cash of $50,000 ($1.00 per share).

On September 25, 2007, we issued 10,000 shares of our restricted common stock as
payment of consulting services valued at $10,000 ($1.00 per share).

On December 3, 2007 we issued  87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors

Our business  activities  over the year ended  December 31, 2007 have focused on
the settlement of our outstanding liabilities and the renewal of and maintaining
our SEC reporting status.

                                       4
<PAGE>

Debt Settlement

From April 1, 2003 through December 31, 2006, outstanding liabilities, which had
been incurred, prior to the dismissal from Chapter 11, were statute barred under
the state laws of California,  Delaware,  Florida, Indiana, Maryland,  Nebraska,
North Carolina,  Pennsylvania, Texas and Vermont, and accordingly, we recognized
a gain on these statute barred liabilities of $738,000 during that period.

During the year ended December 31, 2007, outstanding  liabilities which had been
incurred,  prior to our dismissal from our Chapter 11, were statute barred under
the  state  laws  of  Arizona,  Colorado,  Georgia,  Massachusetts,   Minnesota,
Mississippi,  New Jersey, New York, Oregon, South Dakota, Tennessee,  Washington
and Wisconsin,  and we recognized a gain on these statute barred  liabilities of
$7.3 million during that period.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities, which had been incurred prior to our dismissal from our Chapter 11,
our  outstanding  liabilities  were reduced from  approximately  $8.4 million to
approximately $640,000.

PLAN OF OPERATIONS

Our plan of operation is to reach satisfactory  negotiated  settlements with our
outstanding  creditors,  obtain  debt  or  equity  finance  to  fund  negotiated
settlements with our creditors and to meet our ongoing operating expenses,  seek
a listing  on the over the  counter  bulletin  board and  attempt  to merge with
another  entity with  experienced  management  and  opportunities  for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There is can be no  assurance  that this  series of events  can be  successfully
completed,  that any such business  will be  identified or that any  stockholder
will  realize  any  return on their  shares  after such a  transaction  has been
completed.  In particular  there is no assurance  that any such business will be
located or that any  stockholder  will  realize any return on their shares after
such a transaction. Any merger or acquisition completed by us can be expected to
have a  significant  dilutive  effect on the  percentage  of shares  held by our
current stockholders.  We believe we are an insignificant  participant among the
firms which engage in the acquisition of business opportunities.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.

General Business Plan
--------------------------------

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect that the selection of a business  opportunity will be complex.  Due to
general economic  conditions,  rapid  technological  advances being made in some
industries  and  shortages  of  available  capital,  we  believe  that there are
numerous  firms seeking the benefits of an issuer who has complied with the 1934
Act.  Such  benefits may include  facilitating  or improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive

                                       5
<PAGE>

stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex. We have, and will continue to have, essentially
no assets to provide the owners of business  opportunities.  However, we will be
able to offer owners of  acquisition  candidates  the  opportunity  to acquire a
controlling  ownership  interest in an issuer who has complied with the 1934 Act
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our Board of Directors.  We intend to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and
expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities
------------------------------------

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that
our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  may  agree  to  register  all  or a part  of  such  securities
immediately   after  the  transaction  is  consummated  or  at  specified  times
thereafter.  If such registration occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.

While the actual terms of a transaction cannot be predicted, it is expected that
the parties to any  business  transaction  will find it  desirable  to avoid the
creation of a taxable event and thereby structure the business  transaction in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired  business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  such  event,  our
stockholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
our stockholders.


                                       6
<PAGE>

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.

With  respect to any merger or  acquisition,  and  depending  upon,  among other
things,  the target company's assets and liabilities,  our stockholders  will in
all likelihood hold a substantially  lesser percentage  ownership interest in us
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event we acquire a target  company with assets and
expectations  of growth.  Any merger or  acquisition  can be  expected to have a
significant   dilutive   effect  on  the   percentage  of  shares  held  by  our
stockholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.

As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after  closing  of the  proposed  transaction.  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that
business to be acquired,  the definitive closing documents will provide that the
proposed  transaction  will  be  voidable,  at the  discretion  of  our  present
management. If such transaction is voided, the definitive closing documents will
also contain a provision  providing for  reimbursement  for our costs associated
with the proposed transaction.

Competition
-----------------

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

Investment Company Act 1940
-----------------------------------------

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.

EMPLOYEES

During  the  years  ended  December  31,  2007  and  2006,  we did not  have any
employees.  Mr. Cutler serves as our Chief Executive Officer and Chief Financial
Officer, without the benefit of an employment contract.


                                       7
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES

Our mailing  address is 2460 West 26th Avenue,  Suite 380-C,  Denver,  Colorado,
80211. We do not pay rent for the use of this mailing address.  We lease a small
300 sq. foot storage unit at $208 per month, on a month to month basis, to store
our books and  records.  We do not believe it will be  necessary  to maintain an
office at any time in the  foreseeable  future in order to carry out our plan of
operations described herein.

ITEM 3.  LEGAL PROCEEDINGS

In December 2005, one of our principal  shareholders  filed a complaint with the
District Court of Jefferson County,  Colorado,  requesting the Court to instruct
us to hold a shareholders' meeting to elect new directors. In February 2006, the
District  Court  of  Jefferson  County,  Colorado,   instructed  us  to  hold  a
shareholders'  meeting  to  elect  new  directors.  In  March  2006,  we  held a
shareholders'  meeting at which Mr.  Cutler was  appointed as a director and our
Chief Executive Officer and Chief Financial  Officer and Messrs.  Wesley Whiting
and Reggie Green were appointed as directors.  At the shareholders  meeting, Mr.
Cutler  undertook  to use his  best  efforts  to reach  satisfactory  negotiated
settlements with our outstanding  creditors,  bring our financial  records up to
date, seek a listing on the over the counter  bulletin board,  raise debt and/or
equity  financing to fund the negotiated  settlements  with our creditors and to
meet ongoing  operating  expenses and attempt to merge with another  entity with
experienced  management and opportunities for growth in return for shares of our
common stock to create value for our  shareholders.  There is no assurance  that
this series of events will be satisfactorily completed.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In December 2005, one of our principal  shareholders  filed a complaint with the
District Court of Jefferson County,  Colorado,  requesting the Court to instruct
us to hold a shareholders' meeting to elect new directors. In February 2006, the
District  Court  of  Jefferson  County,  Colorado,   instructed  us  to  hold  a
shareholders meeting to elect new directors.

In March 2006,  we held a  shareholders'  meeting  where Mr. David J. Cutler was
appointed a director and Chief Executive Officer and Chief Financial Officer and
Messrs. Wesley Whiting and Reggie Green were appointed as independent directors.
At the shareholders'  meeting, Mr. Cutler was instructed to use his best efforts
to reach  satisfactory  negotiated  settlements with our outstanding  creditors,
bring our financial  records up to date,  seek a listing on the over the counter
bulletin  board,  raise debt  and/or  equity  financing  to fund the  negotiated
settlements  with our  creditors  and to meet  ongoing  operating  expenses  and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

On October 16,  2006,  we held an annual  meeting of  shareholders  at which the
majority  of our  shareholders  voted to re-elect  our  existing  directors  for
another  term,  change  our  name to a name to be  determined  by our  Board  of
Directors,  authorize a reverse  split of our common  stock on a basis up to one
for ten and to increase our  authorized  share capital from  19,970,000  class A
shares of common stock to  100,000,000  class A shares common  stock.  Following
this vote of our  shareholders,  effective  October 23, 2006 we changed our name
from  Cavion  Technologies,  Inc.  to Concord  Ventures,  Inc.,  and,  effective
November 11, 2006,  we completed a reverse  split of our common stock on a basis
of one for ten. As a consequence  of our name change,  our trading symbol on the
Pinks Sheets was subsequently changed from CVTEQ.PK to CCVR.PK.

During  the year  ended  December  31,  2007,  we did not hold any  shareholders
meetings or submit any matters to our shareholders for approval.


                                       8
<PAGE>

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information.

Our common stock began trading on the Nasdaq SmallCap Market on October 29, 1999
and was  subsequently  delisted in January  2001 for failure to meet the listing
requirements  of the Nasdaq  SmallCap  Market.  In March  2001,  the Company was
delisted  from the Over the Counter  Market due to its  failure to file  reports
required  under the  Securities  Act of 1934. The Company was listed on the Pink
Sheets under the symbol of CVTEQ.PK. As a result of the Company's name change in
October 2006, the symbol was changed to CCVR.PK.

Price Range of Common Stock


 The range of high and low  closing  sales  prices for our common  stock for the
periods indicated below. These prices do not include retail mark-ups, markdowns,
or commissions.

                                                               High       Low
2006                                                           Close     Close
----                                                           -----     -----

First Quarter:        January 1 - March 31, 2006            $   0.90   $  0.20
Second Quarter:       April 1 - June 30, 2006                   0.20      0.07
Third Quarter:        July 1 - September 30, 2006               0.20      0.07
Fourth Quarter:       October 1 - December 31, 2006             0.30      0.07

                                                               High       Low
2007                                                           Close     Close
----                                                           -----     -----

First Quarter:        January 1 - March 31, 2007           $   0.10   $   0.10
Second Quarter:       April 1 - June 30, 2007                  1.50       0.10
Third Quarter:        July 1 - September 30, 2007              2.00       0.62
Fourth Quarter:       October 1 - December 31, 2007            2.10       0.70


Last Reported Price.

On January 15, 2008,  the last  reported bid price of our shares of common stock
reported on the Pink Sheets was $2.00 per share.

Record Holders.

As of January 15, 2008, there were 104 shareholders of record.  We estimate that
there are  approximately  850  beneficial  shareholders.  In many  instances,  a
registered stockholder is a broker or other entity holding shares in street name
for one or more customers who beneficially own the shares.

Our transfer agent is  Computershare  Trust Company,  Inc., 350 Indiana  Street,
Suite 800, Golden, Colorado, 80401. The telephone number is 303-262-0600.

Dividends.

We have not paid or declared  cash  distributions  or dividends on our shares of
common stock and do not intend to pay cash dividends in the foreseeable future.

Future cash  dividends  will be determined by our board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.

                                       9
<PAGE>

Recent Sales of Unregistered Securities

We made the following  unregistered sales of its securities from January 1, 2007
through December 31, 2007.

<TABLE>
<CAPTION>

  DATE OF SALE          TITLE OF SECURITIES       NO. OF SHARES         CONSIDERATION        CLASS OF PURCHASER
--------------------- ------------------------ -------------------- ---------------------- ------------------------
<S>                   <C>                      <C>                  <C>                    <C>
                                                                    Settlement of
    9/11/07                Common Stock                    100,000  Outstanding Debt            Business Associate
    9/25/07                Common Stock                     50,000             $50,000          Business Associate
    9/25/07                Common Stock                     10,000  Services                    Business Associate
    12/3/07                Common Stock                     87,055             Payment          Officer & Director
                                                                    of loan
</TABLE>

Exemption From Registration Claimed
-----------------------------------

All of the sales by us of our unregistered securities were made in reliance upon
Section  4(2) of the  Securities  Act of 1933,  as  amended  (the  "1933  Act").
Purchasers  were  provided with access to all material  information,  which they
requested,  all  information  necessary  to  verify  such  information  and were
afforded  access  to our  management  in  connection  with  the  purchases.  The
purchasers  of  the  unregistered   securities   acquired  such  securities  for
investment and not with a view toward distribution, acknowledging such intent to
us. All certificates or agreements representing such securities that were issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.

Penny Stock.

Penny Stock Regulation  Broker-dealer  practices in connection with transactions
in "penny  stocks" are  regulated  by certain  penny stock rules  adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00.  Excluded from the penny stock  designation are
securities  registered  on certain  national  securities  exchanges or quoted on
NASDAQ,  provided  that  current  price and volume  information  with respect to
transactions  in such securities is provided by the  exchange/system  or sold to
established customers or accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its salesperson in connection with the  transaction,  and the
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.

These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock  rules.  As our  securities  have become  subject to the penny stock
rules, investors may find it more difficult to sell their securities.

Stock  Incentive  Plans -- details  concerning  the activities and status of our
stock  incentive  plans during the period are set out in Note 12.  Stockholders'
Deficit of our Financial Statements on page 44 below.

                                       10
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes  thereto  and the other  financial  information
included  elsewhere in this report.  This  discussion  contains  forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially  from those  anticipated  in these  forward  looking  statements as a
result of any number of factors,  including those set forth under "Risk Factors"
on page 15 and elsewhere in this report.

OVERVIEW

In February 16, 2001, we sold our entire  business,  and all of our assets,  for
the benefit of our  creditors  under a Chapter 11  reorganization.  On March 13,
2001, we were  dismissed,  by the Court,  from the Chapter 11, at which time the
last of our  remaining  directors  resigned.  As of March  13,  2001,  we had no
business  or other  source of  income,  no assets,  no  employees,  officers  or
directors,  outstanding  liabilities  of  approximately  $8.4  million  and  had
terminated our duty to file reports under securities law.

In March 2006, a new board of directors  was appointed and we are now focused on
reaching  satisfactory  negotiated  settlements  with our remaining  outstanding
creditors,  bringing our financial records up to date,  seeking a listing on the
over the counter  bulletin board,  raising debt and/or equity to fund negotiated
settlements  with our creditors and to meet our ongoing  operating  expenses and
attempting  to  merge  with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders. There can be no assurance that this series of events
will be successfully completed.

During the year ended  December 31, 2006,  our books and records were  retrieved
from a number of different  storage  locations,  including our former attorneys,
and the  purchaser of our business and assets.  With the  retrieval of our books
and records, financial statements for the years ended December 31, 2005 and 2004
were   completed  and  submitted   for  audit  to  Larry   O'Donnell,   CPA,  PC
(`O'Donnell'),  who was  appointed  as our  new  independent  registered  public
accountant effective August 15, 2006.

Our business  activities  over the year ended December 31, 2007, have focused on
the settlement of our outstanding liabilities and the renewal of and maintaining
our SEC reporting status.

On July 25,  2007,  we filed a Form  10-SB12G  with the SEC  seeking to become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act of 1934. The filing became effective on September 23, 2007.

PLAN OF OPERATIONS

Our  plan of  operations  is to  negotiate  satisfactory  settlements  with  our
outstanding  creditors,  seek a listing on the over the counter  bulletin board,
raise debt and/or equity to fund negotiated  settlements  with our creditors and
to meet our ongoing operating  expenses and attempt to merge with another entity
with experienced management and opportunities for growth in return for shares of
our common stock to create value for our shareholders. There can be no assurance
that we will  successfully  complete this series of transactions.  In particular
there is no  assurance  that  any  such  business  will be  located  or that any
stockholder  will realize any return on their  shares after such a  transaction.
Any merger or acquisition  completed by us can be expected to have a significant
dilutive effect on the percentage of shares held by our current stockholders. We
believe we are an insignificant  participant among the firms which engage in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a  significant  competitive  disadvantage  compared to our  competitors.  For
additional  information  regarding our acquisition criteria and risks please see
"General  Business  Plan  and  Acquisition  Opportunities  in  Item  1  Business
Description."

                                       11
<PAGE>

RESULTS OF OPERATIONS

FISCAL YEAR ENDED  DECEMBER 31, 2007 COMPARED TO THE FISCAL YEAR ENDED  DECEMBER
31, 2006

Gain on Statute Barred Liabilities

During the year ended  December 31, 2007, we recognized a gain on statute barred
liabilities of $7,229,922  compared to a gain on statute  barred  liabilities of
$87,133 during the year ended December 31, 2006, for an increase of $7,142,789.

During the year ended December 31, 2007, outstanding liabilities, which had been
incurred,  prior to our  dismissal  from our  Chapter  11  reorganization,  were
statute   barred   under  the  state  laws  of   Arizona,   Colorado,   Georgia,
Massachusetts,  Minnesota,  Mississippi,  New Jersey,  New York,  Oregon,  South
Dakota, Tennessee,  Washington,  and Wisconsin and we recognized a gain on these
statute barred  liabilities  of  $7,329,922.  This gain was offset by a $100,000
loss on statute barred  liabilities  when we issued 100,000 shares of our common
stock,  valued at $100,000,  in settlement of a disputed claim in respect of our
convertible subordinated loan notes.

During the year ended December 31, 2006, outstanding liabilities, which had been
incurred,  prior to our  dismissal  from our  Chapter  11  reorganization,  were
statute  barred  under the state laws of Florida,  Nebraska,  and Vermont and we
recognized a gain on these statute barred liabilities of $87,133.

General and Administrative Expenses

During the year ended  December  31, 2007,  we incurred  $111,783 in general and
administrative expenses compared to $76,124 in the year ended December 31, 2006,
an increase of $35,659.  The increase  was due to an increase in our  operations
over the last twelve months compared to the previous year.

Operating Profit
In the year ended  December  31, 2007,  we  recognized  an  operating  profit of
$7,118,139  compared to $11,009 in the year ended December 31, 2006, an increase
of $7,107,130, due to the factors as discussed above.

Interest Income (Expense) and Other Income (Expense) Net

During the year ended  December  31,  2007,  we incurred an interest  expense of
$4,248  compared to $1,402 in the year ended  December 31, 2006,  an increase of
$2,846. The interest expense represented accrued interest at 8% on the loan made
to us by Mr. Cutler,  an officer and director.  The increase in interest expense
in the year ended  December 31, 2007 as compared to the year ended  December 31,
2006 reflected the increase in the principal balance of the loan provided by Mr.
Cutler.

We have accrued no interest  expense  during the fiscal years ended December 31,
2007 and 2006, in respect to our outstanding  liabilities from March 2001, as we
believe  that these  liabilities  will be  settled  for their  current  carrying
values,  or  less,  and,  consequently,  no  additional  interest  provision  is
required.

Profit before Income Tax

In the year ended December 31, 2007, we recognized a profit before income tax of
$7,113,891  compared  to a $9,607  profit  before  income  tax in the year ended
December  31,  2006,  an increase of  $7,104,284,  due to the factors  discussed
above.

Provision for Income Taxes

No provision for income taxes was recorded in either the year ended  December 31
2007 or 2006,  as we have  sufficient  carry  forward  tax  losses to offset the
profits arising in these periods.

                                       12
<PAGE>

Net Income

During the year ended  December 31, 2007, we realized a net income of $7,113,891
compared to a net income of $9,607,000  during the year ended December 31, 2006,
a decrease of $7,104,284, due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2007, we had any cash & cash  equivalents  of $5,979,  assets of
$6,187  consisting  primarily of cash and cash  equivalents  and  prepayments of
$208,  no  operating   business  or  other  source  of  income  and  outstanding
liabilities of $591,185 and a stockholders' deficit of $584,998.

In our  financial  statements  for the fiscal years ended  December 31, 2007 and
2006, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2007 and 2006,  have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments  in the normal  course of business.  At December 31, 2007,  we had a
working  capital  deficit of $584,998  and  reported an  accumulated  deficit of
$17,357,458.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding creditors,  seek a listing on the over the counter bulletin
board,  raise debt and/or equity  financing to fund the  negotiated  settlements
with our creditors and to meet ongoing  operating  expenses and attempt to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

During the year ended  December 31, 2007,  we issued 50,000 shares of our common
stock for cash  consideration  of $50,000.  There can be no assurance we will be
able to raise any further funding in similar transactions

In the period from his  appointment  in March 2006 through  September  2006, Mr.
Cutler, a officer and director of the Company, incurred more than $50,000 on our
behalf in bringing our affairs up to date,  principally  on settling  certain of
our   outstanding   liabilities,   legal  and  accounting  fees  and  directors'
remuneration.  In September  2006, Mr. Cutler agreed to convert  $50,000 of this
loan to us into equity on a basis to be determined by an independent third party
valuation.  In September 2006, our independent  directors  authorized an initial
issuance of 510,000 shares of our common stock,  representing 50.3% of our total
issued and outstanding  shares of our common stock,  to Mr. Cutler,  pending the
completion of the  independent  third party  valuation.  In November  2006,  the
independent  third party  valuation of our shares of common stock was  completed
and on the  basis  of this  third  party  valuation  our  independent  directors
authorized the issue of an additional  897,644 shares of our common stock to Mr.
Cutler,  as the balance of the equity to which he was entitled to in  connection
with the conversion of his $50,000 loan to us into equity. Following this second
and issuance of shares,  Mr.  Cutler  owned a total of  1,407,644  shares of our
common stock, representing 70% of our total issued and outstanding shares of our
common stock, at that time.

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David  Cutler,  an officer and  director,  in full and final  settlement  of the
$87,055 loan,  including  accrued interest of $5,634, in respect of services and
funding he has provided during the period of October 2006 through November 2007.
The share issuance was authorized by the  independent  directors of our Board of
Directors.

There can be no  assurance  that Mr.  Cutler  will  continue  to provide us with
further funding on an ongoing basis.

During the year  ended  December  31,  2006 we did not have a bank  account  and
consequently,  there were no movements  in cash flow in the year ended  December
31,  2006.  All our costs we paid for  directly  by Mr.  Cutler,  an officer and
director of the Company.

                                       13
<PAGE>

With  the  sale  of  50,000   shares  of  our  common  stock  for  $50,000  cash
consideration  during the year ended  December 31,  2007,  we opened a corporate
bank account and consequently,  we recognized movements in cash flows during the
year ended December 31, 2007.

During the year ended December 31, 2007, we generated a net increase in cash and
cash  equivalents  of  $5,979.  We  used  $106,828  of  cash  in  our  operating
activities.  $106,031 was used in our  operations  after  adjusting for non-cash
items,  and a further  $797 in the net  movement  in our  operating  assets  and
liabilities. This was more than offset by the $112,807 we generated in cash from
our financing activities.  $62,807 was provided to us by an increase in the loan
from one of our  officers  and  directors  and  $50,000  from the sale of 50,000
shares of our common stock.

ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure, and transition.  This interpretation will be effective for
us on January  1, 2007,  but is not  expected  to have a material  impact on our
consolidated  financial  statements,  with the  possible  exception  of  certain
disclosures  relative  to our net  operating  loss  carryovers  and the  related
valuation allowance.

In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value  measurements.  SFAS No. 157 will be effective
for us for our fiscal  year  beginning  on January  1,  2008.  We are  currently
assessing  the impact the adoption of SFAS No. 157 may have on its  consolidated
financial statements.

In February 2007,  FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial  Liabilities - Including an Amendment of FASB Statement No.
115. This  statement  will be effective for us for our fiscal year  beginning on
January 1, 2008,  and will permit  entities to choose to measure many  financial
instruments  and certain  other items at fair value.  Most of the  provisions of
SFAS No.  159 apply only to  entities  that  elect the fair  value  option.  The
possible adoption of this statement is not expected to have a material effect on
our financial statements.

                                       14
<PAGE>

In September  2006,  the SEC issued Staff  Accounting  Bulletin (SAB) No. 108 in
order to eliminate the diversity of practice  surrounding  how public  companies
quantify  financial  statement   misstatements.   In  SAB  108,  the  SEC  staff
established  an approach that  requires  quantification  of financial  statement
misstatements based on the effects of the misstatements on each of our financial
statements  and the  related  financial  statement  disclosures.  SAB No. 108 is
effective  for our current 2007 fiscal year end. The adoption of SAB No. 108 did
not have an impact on our consolidated financial statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

Critical Accounting Policies

Our  significant  accounting  policies are  described in Note 1 to the financial
statements on page 37 below. These policies were selected because they represent
the more significant accounting policies and methods that are broadly applied in
the preparation of our financial statements. However, it should be noted that we
intend to acquire a new operating business. The critical accounting policies and
estimates for such new  operations  will, in all  likelihood,  be  significantly
different from our current policies and estimates.

Off  Balance  Sheet   Arrangements,   Contractual   Obligations  and  Commercial
Commitments

Financial  Reporting  Release  No.  61  requires  all  companies  to  include  a
discussion  to  address,  among  other  things,  liquidity,   off-balance  sheet
arrangements, contractual obligations and commercial commitments. Details of the
arrangements,  contractual  obligations and commercial commitments are described
in Note 9 to the financial statements on page 42 below.

EFFECTS OF INFLATION

Although  we  cannot  accurately  anticipate  the  effect  of  inflation  on our
operations, we do not believe that inflation has had, or is likely in the future
to have, a material effect on our results or financial condition.

RISK FACTORS

You should be aware that there are various risks  associated  with our business,
including the risks discussed below.  You should  carefully  consider these risk
factors,  as well as the other information  contained in this Annual Report,  in
evaluating our business and us.

The factors affecting our future performance changed dramatically as a result of
the following events:

-    sale of our entire business,  and all of our assets, for the benefit of our
     creditors as part of our Chapter 11 reorganization in February 2001,
-    our  dismissal  from  the  Chapter  11  reorganization  in March  2001,
-    the resignation of the  last of our existing  directors  at that time,  and
-    the subsequent appointment of our new board of directors in March 2006.

                                       15
<PAGE>

Rather than our  previous  operating  business,  our  business is now to seek to
reach satisfactory negotiated settlements with the substantially reduced balance
of our outstanding  creditors,  a listing on the over the counter bulletin board
and to raise the debt  and/or  equity to fund  negotiated  settlements  with our
creditors and to meet our ongoing  operating  expenses and attempt to merge with
another  entity with  experienced  management  and  opportunities  for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There can be no  assurance  that this  series  of  events  will be  successfully
completed or that any stockholder  will realize any return on their shares after
the new business plan has been implemented.

WE HAVE A SUBSTANTIAL BALANCE OF OUTSTANDING LIABILITIES

As of December 31, 2007, we had outstanding liabilities of $591,185, relating to
our creditors,  who were  outstanding at February 16, 2001, but who could not be
repaid from the  proceeds  from the sale of our entire  business  and all of our
assets as the  proceeds  were  insufficient  to repay all of our  creditors  and
assets of just $6,187.

We currently  have no  operating  business or our source of income from which to
repay these  creditors.  Accordingly,  we must attempt to  negotiate  acceptable
settlements  with these  outstanding  creditors  and then  attempt to raise debt
and/or equity  funding to finance the payment of the agreed  settlements.  There
can be no assurance  that we shall be able to negotiate  acceptable  settlements
with our  outstanding  creditors or that we shall be able to raise the necessary
debt and/or equity finance to fund any such agreed settlements. If we are unable
to settle these  liabilities on an acceptable  basis it is unlikely that will be
able to merge with another entity with experienced  management and opportunities
for  growth in return for  shares of our  common  stock to create  value for our
shareholders.

WE BELIEVE THAT A  SUBSTANTIAL  BALANCE OF OUR  LIABILITIES  HAS BECOME  STATUTE
BARRED

During  the  period of April 1, 2003  through  December  31,  2006,  outstanding
liabilities, which had been incurred, prior to our dismissal from our Chapter 11
bankruptcy,  were statute barred under the state laws of  California,  Delaware,
Florida, Indiana, Maryland,  Nebraska, North Carolina,  Pennsylvania,  Texas and
Vermont,  and we  recognized  a gain on  these  statute  barred  liabilities  of
$738,000 in the period.

During the year ended December 31, 2007, outstanding  liabilities which had been
incurred,  prior to our  dismissal  from our  Chapter  11  reorganization,  were
statute   barred   under  the  state  laws  of   Arizona,   Colorado,   Georgia,
Massachusetts,  Minnesota,  Mississippi,  New Jersey,  New York,  Oregon,  South
Dakota,  Tennessee,  Washington and Wisconsin, and we recognized a gain on these
statute barred liabilities of $7.3 million.

Certain of our former  creditors may disagree that our liabilities  owed to them
are no longer  outstanding  because they have become  statute  barred.  If these
former creditors were to successfully challenge the fact that our liabilities to
them are no longer  outstanding  because they have become statute barred,  we do
not have the  funds  available  to settle  these  liabilities.  If these  former
liabilities  were held to be valid and  outstanding it is unlikely that we would
be  able  to  merge  with  another  entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

At  December  31,  2007,  we had an  accumulated  deficit of  $17,357,458  and a
stockholders' deficit of $591,185.

Future  losses are likely to occur as,  until we are able to merge with  another
entity with experienced  management and  opportunities  for growth in return for
shares of our common  stock to create value for our  shareholders  as we have no
sources of income to meet our operating  expenses.  As a result of these,  among
other factors, we received from our registered independent public accountants in
their report for the financial  statements for the years ended December 31, 2007
and 2006, an explanatory paragraph stating that there is substantial doubt about
our ability to continue as a going concern.

                                       16
<PAGE>

OUR EXISTING FINANCIAL  RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING
EXPENSES

We have no sources of income at this time and insufficient cash balances to meet
our ongoing operating  expenses.  In the short term, unless we are able to raise
additional  debt and/or equity we shall be unable to meet our ongoing  operating
expenses.  On a longer  term  basis,  we  intend  to seek to reach  satisfactory
negotiated settlements with the substantially reduced balance of our outstanding
creditors,  obtain a listing on the over the counter bulletin board and to raise
the debt and/or  equity to fund  negotiated  settlements  with our creditors and
merge with another  entity with  experienced  management and  opportunities  for
growth  in  return  for  shares  of our  common  stock to  create  value for our
shareholders.  There  can be no  assurance  that this  series of events  will be
successfully completed.

WE INTEND TO PURSUE THE ACQUISITION OF AN OPERATING BUSINESS

Our sole strategy is to acquire an operating business. Successful implementation
of this  strategy  depends  on our  ability to  identify a suitable  acquisition
candidate,   acquire  such  company  on  acceptable   terms  and  integrate  its
operations.  In  pursuing  acquisition  opportunities,  we  compete  with  other
companies  with similar  strategies.  Competition  for  acquisition  targets may
result in  increased  prices of  acquisition  targets and a  diminished  pool of
companies  available  for  acquisition.  Acquisitions  involve a number of other
risks,  including  risks of  acquiring  undisclosed  or  undesired  liabilities,
acquired  in-process  technology,   stock  compensation  expense,  diversion  of
management attention, potential disputes with the seller of one or more acquired
entities and possible  failure to retain key  acquired  personnel.  Any acquired
entity or assets may not perform  relative to our  expectations.  Our ability to
meet these challenges has not been established.

SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources  and  technical  expertise  than we have.  Nearly  all such
entities have significantly greater financial resources, technical expertise and
managerial  capabilities than us and, consequently,  we will be at a competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing  a business  combination.  Moreover,  we will also compete in seeking
merger or acquisition candidates with numerous other small public companies.  In
view of our limited financial resources and limited management availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

WE HAVE NOT EXECUTED ANY FORMAL  AGREEMENT FOR A BUSINESS  COMBINATION  OR OTHER
TRANSACTION AND HAVE ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS

We have not executed any formal  arrangement,  agreement or  understanding  with
respect to engaging in a merger with,  joint  venture with or  acquisition  of a
private or public  entity.  There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business  within an industry  for  evaluation.  There is no assurance we will be
able to negotiate a business combination on terms favorable,  if at all. We have
not  established a specific  length of operating  history or specified  level of
earnings,  assets,  net worth or other  criteria  which we will require a target
business opportunity to have achieved, and without which we would not consider a
business combination. Accordingly, we may enter into a business combination with
a business opportunity having no significant operating history,  losses, limited
or no  potential  for  earnings,  limited  assets,  negative  net worth or other
negative characteristics.

REDUCTION OF PERCENTAGE  SHARE  OWNERSHIP  FOLLOWING  BUSINESS  COMBINATION  AND
DILUTION TO STOCKHOLDERS

Our  primary  plan of  operation  is based  upon a business  combination  with a
private concern which, in all likelihood,  would result in us issuing securities
to stockholders of such private company.  The issuance of previously  authorized
and unissued  shares of our common stock would result in reduction in percentage
of shares  owned by present  and  prospective  stockholders  and may result in a
change in control or management.  In addition,  any merger or acquisition can be
expected to have a significant  dilutive  effect on the percentage of the shares
held our stockholders.

                                       17
<PAGE>

BECAUSE  INSIDERS  CONTROL OUR ACTIVITIES,  THET MAY CAUSE US TO ACT IN A MANNER
THAT IS MOST  BENEFICIAL  TO THEM AND NOT TO OUTSIDE  SHAREHOLDERS  WHICH  COULD
CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our executive officers,  directors, and holders of 5% or more of our outstanding
common stock beneficially own approximately 70% of our outstanding common stock.
As a result,  they  effectively  control  all  matters  requiring  director  and
stockholder  approval,  including  the  election of  directors,  the approval of
significant   corporate   transactions,   such  as  mergers  and  related  party
transaction.  These  insiders  also have the  ability to delay or  perhaps  even
block,  by their  ownership of our stock,  an  unsolicited  tender  offer.  This
concentration  of  ownership  could have the effect of  delaying,  deterring  or
preventing a change in control of our company that you might view favorably.

OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY
TO US.

Certain  conflicts  of  interest  may exist  between our  directors  and us. Our
Directors  have other business  interests to which they devote their  attention,
and may be expected to  continue  to do so  although  management  time should be
devoted to our business.  As a result,  conflicts of interest may arise that can
be resolved  only  through  exercise  of such  judgment  as is  consistent  with
fiduciary  duties to us.  See  "Directors,  Executive  Officers,  Promoters  and
Control Persons" (page 23), and "Conflicts of Interest." (page 23).

WE MAY DEPEND UPON OUTSIDE  ADVISORS,  WHO MAY NOT BE  AVAILABLE  ON  REASONABLE
TERMS AND AS NEEDED.

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

WE ARE OUT OF COMPLIANCE WITH THE LISTING  REQUIREMENTS OF THE NASDAQ MARKET AND
HAVE NOT BEEN LISTED ON THE OVER THE COUNTER BULLETIN BOARD

 In March 2001, we filed a Form 15 terminating  our  registration  and there for
our  requirements  to file reports under the Securities Acts and until September
23, 2007 were listed as a non-reporting  company on the Pink Sheets. On July 25,
2007, we filed a Form 10-SB12G with the SEC seeking to become a fully  reporting
company  pursuant to Section 12 (g) of the Securities  Exchange Act of 1934. The
filing  became  effective on September  23, 2007,  at which time we succeeded in
becoming a fully reporting  company pursuant to Section 12 (g) of the Securities
Exchange Act of 1934. We are currently listed as a reporting company on the Pink
Sheets and intended to seek to become relisted on the over the counter  bulletin
board at the earliest possible opportunity. Failure obtain a listing on the over
the counter  bulletin board may adversely  effective our ability to raise equity
and  implement  our proposed  business  plan to merge with  another  entity with
experienced  management and opportunities for growth in return for shares of our
common stock to create value for our shareholders.

THE  REGULATION  OF PENNY  STOCKS  BY SEC AND NASD  MAY  HAVE AN  EFFECT  ON THE
TRADABILITY OF OUR SECURITIES.

Our  securities  are  currently  listed on the Pink Sheets and we are  currently
seeking to have them listed on the over the counter  bulletin board.  Our shares
are subject to a Securities and Exchange  Commission  rule that imposes  special

                                       18
<PAGE>

sales practice  requirements  upon  broker-dealers  who sell such  securities to
persons other than established customers or accredited  investors.  For purposes
of the  rule,  the  phrase  "accredited  investors"  means,  in  general  terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of $1,000,000  or having an annual income that exceeds  $200,000
(or  that,  when  combined  with  a  spouse's  income,  exceeds  $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of  broker-dealers to sell our securities and also may affect
the  ability of  purchasers  in this  offering to sell their  securities  in any
market that might develop therefore.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules may further  affect the ability of owners of Shares to sell our securities
in any market that might develop for them.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

OUR STOCK  WILL IN ALL  LIKELIHOOD  BE THINLY  TRADED AND AS A RESULT YOU MAY BE
UNABLE  TO SELL AT OR NEAR ASK  PRICES OR AT ALL IF YOU NEED TO  LIQUIDATE  YOUR
SHARES.

The shares of our common stock may be  thinly-traded  on the OTC Bulletin Board,
meaning that the number of persons interested in purchasing our shares of common
stock  at or near ask  prices  at any  given  time  may be  relatively  small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase  of our  shares of common  stock  until such time as we
became more  seasoned  and  viable.  As a  consequence,  there may be periods of
several  days or more when  trading  activity  in our shares of common  stock is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse effect on Securities  price. We cannot give you any assurance
that a broader or more  active  public  trading  market for our shares of Common
Stock  will  develop  or be  sustained,  or  that  any  trading  levels  will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell  their  shares of common  stock at or near ask prices or at
all if you need money or  otherwise  desire to  liquidate  your shares of common
stock of our Company.

OUR CHIEF EXECUTIVE OFFICER HAS THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY
ALL ACTIONS TAKEN BY STOCKHOLDERS

Mr. Cutler,  an officer and director of the Company owns in excess of our 50% of
our issued  and  outstanding  common  stock and is able to  effectively  control
substantially all actions taken by our  stockholders,  including the election of

                                       19
<PAGE>

directors.  Such  concentration  of  ownership  could  also  have the  effect of
delaying,  deterring or  preventing a change in control that might  otherwise be
beneficial to stockholders  and may also discourage  acquisition bids for us and
limit the amount  certain  investors  may be willing to pay for shares of common
stock.

LOSS OF  CONTROL  BY OUR  PRESENT  MANAGEMENT  AND  STOCKHOLDERS  MAY OCCUR UPON
ISSUANCE OF ADDITIONAL SHARES.

We may issue further Shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  Common Stock that would,  upon  issuance,
represent  a majority  of our  voting  power and  equity.  The result of such an
issuance would be those new  stockholders  and management  would control us, and
persons  unknown could replace our  management at this time.  Such an occurrence
would result in a greatly  reduced  percentage of ownership of us by our current
Shareholders.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
Shares,  these Shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities laws. Rule 144 provides,  starting February 15, 2008, in essence that
a person who has held  restricted  securities  for six months may, under certain
conditions,  sell every three  months,  in brokerage  transactions,  a number of
shares  that does not exceed  the  greater  of 1.0% of a  company's  outstanding
common stock or the average weekly trading volume during the four calendar weeks
prior to the sale. There is no limit on the amount of restricted securities that
may be sold by a nonaffiliate after the owner has held the restricted securities
for a period of two years,  to be reduced to six months  effective  February 15,
2008. A sale under Rule 144 or under any other  exemption from the Act, may have
a  depressive  effect upon the price of the common  stock in any market that may
develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE

Our intention is for our shares of common stock to become listed on the Over the
Counter  Bulletin  Board.  If we do  obtain a  listing  on the over the  counter
bulletin  board it is likely  that our  common  stock  will be  subject to price
volatility, low volumes of trades and large spreads in bid and ask prices quoted
by market  makers.  Due to the low volume of shares  traded on any trading  day,
persons buying or selling in relatively  small  quantities may easily  influence
prices of our common stock. This low volume of trades could also cause the price
of our stock to  fluctuate  greatly,  with  large  percentage  changes  in price
occurring in any trading day  session.  Holders of our common stock may also not
be able to  readily  liquidate  their  investment  or may be  forced  to sell at
depressed prices due to low volume trading.  If high spreads between the bid and
ask prices of our common stock exist at the time of a purchase,  the stock would
have to appreciate  substantially on a relative percentage basis for an investor
to recoup their investment.  Broad market  fluctuations and general economic and
political  conditions may also  adversely  affect the market price of our common
stock.  No assurance can be given that an active market in our common stock will
develop or be sustained.  If an active  market does not develop,  holders of our
common  stock may be unable to readily  sell the shares  they hold or may not be
able to sell their shares at all.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK

We do not  anticipate  paying  any cash  dividends  on our  common  stock in the
foreseeable future.

ITEM 7. FINANCIAL STATEMENTS

Our financial statements are included herein commencing on page 31.

                                       20
<PAGE>

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

 Following  the  cessation of  operations  by Arthur  Andersen LLP, we appointed
Larry O`Donnell,  CPA, PC as our independent  accountant in succession to Arthur
Andersen LLP on August 15, 2006.

We had no disagreements with either Arthur Andersen LLP or Larry O`Donnell, CPA,
PC.

ITEM 8A. CONTROLS and PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), Mr. David Cutler, our Chief Executive Officer
and Chief Financial  Officer carried out an evaluation under the supervision and
with the participation of our management, of the effectiveness of the design and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing evaluation,  Mr. Cutler has concluded that our disclosure controls and
procedures  are  effective  in  timely  alerting  them to  material  information
required  to be  included  in  our  periodic  SEC  filings  and to  ensure  that
information  required to be disclosed in our periodic SEC filings is accumulated
and  communicated to our management,  including our Chief Executive  Officer and
Chief Financial Officer, to allow timely decisions regarding required disclosure
as a result of the deficiency in our internal  control over financial  reporting
discussed below.

ITEM 8A(T).   Controls and Procedures

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

     (i)       pertain to the maintenance of records that, in reasonable detail,
               accurately and fairly reflect the  transactions  and dispositions
               of our assets;

    (ii)       provide  reasonable  assurance that  transactions are recorded as
               necessary to permit preparation of

    (iii)      provide  reasonable  assurance  regarding  prevention  or  timely
               detection of unauthorized acquisition,



Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

                                       21
<PAGE>

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the year ended December 31,
2007. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal quarter ended December 31, 2007, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                    PART III

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

Effective  December 31, 2007, our directors and officers,  who have served since
their appointments in March 2006, were:

               NAME                AGE             POSITION

        David J. Cutler            51      President, Chief Executive Officer,
                                           Chief Financial Officer and Director

        Wesley F. Whiting          75      Secretary and Director

        Redgie Green               54      Director

David J. Cutler - President, Chief Executive Officer, Chief Financial Office and
Director. Mr. Cutler became a director and officer in March 2006. Mr. Cutler has
more  than 25 years of  experience  in  international  finance,  accounting  and
business administration.  He held senior positions with multi-national companies
such as Reuters Group Plc and the Schlumberger Ltd. and has served as a director
for two British  previously  publicly  quoted  companies -- Charterhall  Plc and
Reliant  Group Plc. From March 1993 until 1999,  Mr. Cutler was a  self-employed
consultant  providing  accounting and financial advice to small and medium-sized
companies  in the United  Kingdom and the United  States.  Mr.  Cutler was Chief
Financial  Officer  and  subsequently  Chief  Executive  Officer  of  Multi-Link
Telecommunications,  Inc., a publicly quoted voice messaging business, from 1999
to 2005.  Since April 2005, Mr. Cutler has been Chief Executive  Officer,  Chief
Financial  Officer  and a director  of Aspeon,  Inc.,  a publicly  listed  shell
company and Atomic  Paintball,  Inc., a development  stage owner and operator of
paintball parks.  Mr. Cutler has a masters degree from St. Catherine  College in
Cambridge,  England  and  qualified  as a British  Chartered  Accountant  and as
Chartered Tax Advisor with Arthur Andersen & Co. in London.  He was subsequently
admitted  as a  Fellow  of the UK  Institute  of  Chartered  Accountants.  Since
arriving in the United  States Mr.  Cutler has  qualified as a Certified  Public
Accountant,  a Fellow of the AICPA  Institute of  Corporate  Tax  Management,  a
Certified  Valuation Analyst of the National  Association of Certified Valuation
Analysts and obtained an executive MBA from Colorado State University.

Wesley F.  Whiting - Secretary  and  Director.  Mr.  Whiting was  appointed  our
secretary and director in March 2006. Mr. Whiting was President,  director,  and
Secretary of Berge Exploration,  Inc.  (1978-88) and President,  Vice President,
and director of NELX, Inc.  (1994-1998),  and was Vice President and director of
Intermountain   Methane  Corporation   (1988-91),   and  President  of  Westwind
Production,  Inc.  (1997-1998).  He was a director of Kimbell deCar  Corporation
from 1998,  until  2000 and he has been  President  and a director  of Sun River
Energy,  Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from

                                       22
<PAGE>

1999 to 2000. He was President and director of Business  Exchange  Holding Corp.
from 2000 to 2002 and Acquisition Lending,  Inc. (2000 to 2002). He was director
and Vice  President  of  Utilitec,  Inc.  from  1999 to 2002  and has been  Vice
President  and director of Agro Science,  Inc.  since 2001. He was President and
director of Premium Enterprises, Inc. from October 2002 to December 31, 2002. He
is Vice  President  and  director of  Evergreen  Associates,  Inc.  and Resource
Science, Inc. He was appointed Director and Secretary of BSA SatelLINK,  Inc. in
2002. He was President and Director of Fayber Group, Inc. from 2003 to 2005 when
he resigned.  He has also been Director of Life USA,  Inc.  since 2003. He was a
Director of Baymark  Technologies,  Inc.  and was  appointed  as a Director  and
secretary of Aspeon, Inc. in March 2006.

Redgie  Green - Director.  Mr. Green became our director in March 2006 Mr. Green
has been Secretary and Director of Sun River Energy,  Inc. since 1998. Mr. Green
has been  co-owner and operator of Green's B&R  Enterprises,  a wholesale  donut
baker since 1983. He has been an active  investor in small capital and high-tech
ventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in
2000.  He was a  director  for  Houston  Operating  Company  in late 2004  until
December  2004.  He was  recently  elected  as a  director  for  Mountains  West
Exploration,   Inc.  He  was  Secretary,   Treasurer  and  Director  of  Baymark
Technologies,  Inc.  and was  appointed  as a director of Aspeon,  Inc. in March
2006.

CONFLICTS OF INTEREST - GENERAL.

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our  business,  they devote to our business such time as they believe
to be necessary.

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

COMMITTEES OF THE BOARD OF DIRECTORS

In the  ordinary  course  of  business,  the  board  of  directors  maintains  a
compensation committee and an audit committee.

The  primary  function  of the  compensation  committee  is to  review  and make
recommendations  to the board of  directors  with  respect to the  compensation,
including bonuses,  of our officers and to administer the grants under our stock
option plan.

The  functions  of the  audit  committee  are to  review  the scope of the audit
procedures employed by our independent  auditors, to review with the independent
auditors our  accounting  practices  and policies and  recommend to whom reports
should be submitted,  to review with the independent  auditors their final audit
reports,  to review  with our  internal  and  independent  auditors  our overall
accounting and financial controls,  to be available to the independent  auditors
during  the year for  consultation,  to  approve  the audit fee  charged  by the
independent  auditors,  to report to the board of directors with respect to such
matters and to recommend the selection of the independent auditors.

In the absence of a separate audit committee our board of directors functions as
audit  committee and performs some of the same functions of an audit  committee,
such as recommending a firm of independent certified public accountants to audit
the  annual   financial   statements;   reviewing   the   independent   auditors
independence,  the financial  statements  and their audit report;  and reviewing
management's administration of the system of internal accounting controls.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  requires  our  Officers  and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file reports of ownership and changes in ownership with the SEC.

                                       23
<PAGE>

Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such  reports  received,  and  representations
from certain  reporting  persons,  we believe that, during the fiscal year ended
December  31, 2007,  all Section  16(a) filing  requirements  applicable  to our
officers,  directors  and  greater  than 10%  beneficial  owners  were  filed in
compliance with all applicable requirements.

CODE OF ETHICS

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote;

-    Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

-    Full, fair, accurate,  timely and understandable  disclosure in reports and
     documents that are filed with, or submitted to, the SEC and in other public
     communications made by an issuer;

-    Compliance with applicable governmental laws, rules and regulations;

-    The prompt  internal  reporting of violations of the code to an appropriate
     person or persons identified in the code; and

-    Accountability for adherence to the code.

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers  for the fiscal year ended  December  31, 2007 and 2006 (the
"Named Executive Officers"):

<TABLE>
<CAPTION>

                                   SUMMARY COMPENSATION TABLE


--------------------- ------- ------------- ---------- --------------- -------------------- --------------- ----------- ------------
NAME AND PRINCIPAL    YEAR       SALARY       BONUS      STOCK AWARDS         OPTIONS       NONQUALIFIED    ALL OTHER      TOTAL
POSITION                                                                     AWARDS ($)        DEFERRED        COMP-        ($)
                                                                                            COMPENSATION     ENSATION
                                                                                                 ($)
--------------------- ------- ------------- ---------- --------------- -------------------- --------------- ----------- ------------
<S>                   <C>     <C>           <C>        <C>             <C>                  <C>             <C>         <C>
David J Cutler,       2007     $60,000(1)       -              -                 -                -             -         $60,000
Director, President,  2006     $50,000          -              -                 -                -             -         $50,000
Chief Financial
Officer From March
2006 (3)
--------------------- ------- ------------- ---------- --------------- -------------------- --------------- ----------- ------------
Wesley F Whiting,     2007         -            -              -                 -                -             -            -
Director              2006         -            -        $222.50 (2)             -                -             -            222.50
From March 2006
--------------------- ------- ------------- ---------- --------------- -------------------- --------------- ----------- ------------
Redgie Green,         2007         -            -              -                 -                -             -            -
Director              2006         -            -        $222.50 (2)             -                -             -            222.50
From March 2006
--------------------- ------- ------------- ---------- --------------- -------------------- --------------- ----------- ------------
</TABLE>


     (1)  $10,000 of Mr. Cutler's  remuneration was paid to Burlingham Corporate
          Finance,  Inc.  ("Burlingham")  in the form of  consulting  fees.  Mr.
          Cutler is the principal shareholder of Burlingham.

     (2)  In November  2006, we issued 25,000 shares of our common stock to each
          of our two non-executive  directors as remuneration for their services
          to us (50,000 share of common stock in total).  The shares were deemed
          to have a value of $445.

                                       24
<PAGE>

     (3)  In the period from his  appointment  in March 2006  through  September
          2006, Mr. Cutler,  an officer and a director of the Company,  incurred
          more than  $50,000 on our behalf in  bringing  our affairs up to date,
          principally on settling certain of our outstanding liabilities,  legal
          and accounting  fees and directors'  remuneration.  In September 2006,
          Mr. Cutler agreed to convert $50,000 of this loan to us into equity on
          a basis to be determined by an independent  third party valuation.  In
          September 2006, our independent  directors authorized an initial issue
          of 510,000 shares of our common stock, representing 50.3% of our total
          issued and  outstanding  shares of our common  stock,  to Mr.  Cutler,
          pending the completion of the independent  third party  valuation.  In
          November 2006 the  independent  third part  valuation of our shares of
          common  stock  was  completed  and on the  basis of this  third  party
          valuation  our  independent  directors  authorized  the  issue  of  an
          additional  897,644  shares of our common  stock to Mr.  Cutler as the
          balance of the equity to which he was  entitled on the  conversion  of
          his $50,000  loan to us into  equity.  Following  this second issue of
          equity,  Mr.  Cutler owned a total of  1,407,644  shares of our common
          stock  representing 70% of our total issued and outstanding  shares of
          our common stock.

         On December 3, 2007 we issued  87,055 shares of our  restricted  common
         stock to  David J  Cutler,  one of our  directors,  in full  and  final
         settlement  of the $87,055  loan Mr.  Cutler had  outstanding  with us,
         including  accrued  interest  of $5,634,  in respect  of  services  and
         funding he has  provided to the us in the period  October  2006 through
         November  2007.  The share  issue  was  authorized  by the  independent
         members of our Board of Directors.

         There  can be no  assurance  that Mr.  Cutler  will  continue  to incur
expenses on our behalf.


                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity
awards held by the  President  and the  Company's  two most  highly  compensated
executive  officers  for the fiscal  year  ended  December  31,  2007 the "Named
Executive Officers"):

<TABLE>
<CAPTION>

---------------------- --------------- ------------- -------- -------- ---------------- --------------- --------------- ------------
          Name              Year       Fees Earned   Stock    Options  Non-Equity       Nonqualified    All Other       Total
                                       Or Paid-in    Awards   Awards   Incentive Plan   Deferred        Compensation    ($)
                                       Cash ($)               ($)      Compensation     Compensation    ($)
                                                                       ($)              ($)
---------------------- --------------- ------------- -------- -------- ---------------- --------------- --------------- ------------
<S>                    <C>             <C>           <C>      <C>      <C>              <C>             <C>             <C>

David J. Cutler,            2007             0           0        0            0                0               0       0
Director                    2006             0           0        0            0                0               0       0
---------------------- --------------- ------------- -------- -------- ---------------- --------------- --------------- ------------
Wesley F. Whiting,          2007             0           0        0            0                0               0       0
Director                    2006             0           0     $222.50         0                0               0       $222.50
---------------------- --------------- ------------- -------- -------- ---------------- --------------- --------------- ------------
Redgie Green,               2007             0           0        0            0                0               0       0
Director                    2006             0           0     $222.50         0                0               0       $222.50
---------------------- --------------- ------------- -------- -------- ---------------- --------------- --------------- ------------
</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  tables  set  forth  certain  information   regarding  beneficial
ownership of our common stock, as of December 31, 2007 by:

    o     each person who is known by us to own beneficially more than 5% of our
          outstanding common stock,

    o     each of our named executive officers and directors, and

    o     all executive officers and directors as a group.


                                       25
<PAGE>

                                                        NUMBER OF    PERCENT OF
           NAME AND ADDRESS OF BENEFICIAL OWNER          SHARES      OUTSTANDING

  David J. Cutler (1)                                  1,494,699         66.2%

  Wesley F. Whiting (1)                                   25,000          1.2%

  Redgie Green (1)                                        25,000          1.2%
                                                      ------------    ----------
  All executive officers and directors as a group.     1,544,699         68.4%
                                                      ============    ==========

  (1) c/o 2460 West 26th Avenue, Suite 380-C, Denver, Colorado, 80211.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended  December 31, 2006,  we paid  approximately  $7,500 to the
Aster  Management  Network in consultancy  fees for their assistance in bringing
our financial affairs up to date. Aster Management  Network is owned by Marshall
E Aster, formerly our Chief Financial Officer

In the period from his  appointment  in March 2006 through  September  2006, Mr.
Cutler,  an officer and director of the Company,  incurred  more than $50,000 on
our behalf in bringing our affairs up to date,  principally on settling  certain
of our  outstanding  liabilities,  legal  and  accounting  fees  and  directors'
remuneration.  In September  2006, Mr. Cutler agreed to convert  $50,000 of this
loan to us into equity on a basis to be determined by an independent third party
valuation.  In September 2006, our independent  directors  authorized an initial
issuance of 510,000 shares of our common stock,  representing 50.3% of our total
issued and outstanding  shares of our common stock,  to Mr. Cutler,  pending the
completion of the  independent  third party  valuation.  In November  2006,  the
independent third part valuation of our shares of common stock was completed and
on the basis of this third party valuation our independent  directors authorized
the issue of an additional  897,644 shares of our common stock to Mr. Cutler, as
the  balance of the equity to which he was  entitled to in  connection  with the
conversion  of his $50,000  loan to us into  equity.  Following  this second and
issuance of shares,  Mr. Cutler owned a total of 1,407,644  shares of our common
stock, representing 70% of our total issued and outstanding shares of our common
stock, at that time.

In November 2006, we issued 25,000 shares of our common stock to each of our two
non-executive  directors,  Messrs Whiting and Green, as  remuneration  for their
services to us (50,000  share of common stock in total).  The shares were deemed
to have a value of $445.

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David  Cutler,  an officer and  director,  in full and final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.


During the  financial  year ended  December  31,  2007,  we paid  $10,000 of Mr.
Cutler's  remuneration to Burlingham Corporate Finance,  Inc.  ("Burlingham") in
the  form of  consulting  fees.  Mr.  Cutler  is the  principal  shareholder  of
Burlingham.

                                       26
<PAGE>

                                     PART IV

ITEM 3. INDEX TO EXHIBITS

The following exhibits are filed as part of this Registration Statement:


   EXHIBIT
   NUMBER                       DESCRIPTION AND METHOD OF FILING

      2        Asset  Purchase  Agreement with Cavion  Technologies,  Inc. dated
               December 31, 1998  (incorporated  by reference  from Exhibit 2 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

      3.1a     Amended and Restated  Articles of Incorporation as filed with the
               Colorado  Secretary of State on February 1, 1999 (incorporated by
               reference  from  Exhibit  3.1a  of  the  Company's   Registration
               Statement on Form SB-2 (No. 333-80421))

      3.1b     Articles of  Amendment  to the Amended and  Restated  Articles of
               Incorporation  setting forth  Statement of  Designation of Series
               and  Determination  of  Rights  and  Preferences  of  convertible
               preferred stock,  Series A, as filed with the Colorado  Secretary
               of State on  February 26 1999  (incorporated  by  reference  from
               Exhibit 3.1b of the Company's Registration Statement on Form SB-2
               (No. 333- 80421))

      3.2      Amended  and  Restated  Bylaws of the  Company  as adopted by its
               Board of Directors on March 22, 1999  (incorporated  by reference
               from Exhibit 3.2 of the Company's  Registration Statement on Form
               SB-2 (No. 333-80421))

      4.1      Specimen Certificate for $.0001 par value Class A common stock of
               the Company  (incorporated  by reference  from Exhibit 4.1 of the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

      4.2      Specimen Certificate for $.0001 par value Class B common stock of
               the Company  (incorporated  by reference  from Exhibit 4.2 of the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

      4.3      Specimen  Certificate for $.0001 par value Series preferred stock
               of the Company (incorporated by reference from Exhibit 4.3 of the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

      4.4      Form of  Subscription  Agreement in the  Offering of  convertible
               preferred  stock of the Company  (incorporated  by reference from
               Exhibit 4.4 of the Company's  Registration Statement on Form SB-2
               (No. 333-80421))

      4.5      Form of  Preferred  Stock  Warrant  issued to  Neidiger,  Tucker,
               Bruner,  Inc.  (incorporated by reference from Exhibit 4.5 of the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

      4.6      Form of Subscription Agreement in the 1999 offering of Promissory
               Notes and Warrants (incorporated by reference from Exhibit 4.6 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

      4.7      Form of Warrant in the 1999 offering  (incorporated  by reference
               from Exhibit 4.7 of the Company's  Registration Statement on Form
               SB-2 (No. 333-80421))

     10.1      Promissory   Note  to  Herman  D.  Axelrod  dated  July  1,  1992
               (incorporated  by reference  from  Exhibit 10.1 of the  Company's
               Registration Statement on Form SB-2 (No. 333-80421))

     10.1.1    Letter Agreement with Baird,  Patrick & Co., Inc. dated September
               18, 2000.

     10.2      Promissory   Note  to  Craig  E.  Lassen  dated  August  1,  1992
               (incorporated  by reference  from  Exhibit 10.2 of the  Company's
               Registration Statement on Form SB-2 (No. 333-80421))

                                       27
<PAGE>

     10.3      Factoring Agreements to Herman D. Axelrod dated September 8, 1997
               and September 15, 1997  (incorporated  by reference  from Exhibit
               10.3 of the  Company's  Registration  Statement on Form SB-2 (No.
               333-80421))

     10.4      Factoring  Agreement  to Craig E. Lassen  dated  October 15, 1997
               (incorporated  by reference  from  Exhibit 10.4 of the  Company's
               Registration Statement on Form SB-2 (No. 333- 80421))

     10.5      Bridge Loan  Agreement,  Promissory  Notes and Put Agreement with
               Far  East  Holdings,  Ltd.,  Martin  Cooper  and  Fairway  Realty
               Associates   with  Sigmacom   Corporation   dated  May  28,  1998
               (incorporated  by reference  from  Exhibit 10.5 of the  Company's
               Registration Statement on Form SB-2 (No.333-80421))

     10.6      Additional  Bridge  Loan  Agreement,  Promissory  Notes  and  Put
               Agreement  with Jeff  Marshall,  David  Selina and Randal  Burtis
               dated May 28, 1998  (incorporated  by reference from Exhibit 10.6
               of  the  Company's  Registration  Statement  on  Form  SB-2  (No.
               333-80421))

     10.7      Termination and Modification  Agreement dated September 28, 1998,
               and Amendment to Termination  and  Modification  Agreement  dated
               January 15, 1999, with British Far East Holdings,  Ltd.,  William
               M.B.   Berger  Living  Trust,   Martin  Cooper,   Fairway  Realty
               Associates,   Craig  Lassen,  Herman  Axelrod  and  David  Selina
               (incorporated  by reference  from  Exhibit 10.7 of the  Company's
               Registration Statement on Form SB-2 (No. 333-80421))

     10.8      Engagement  Letter with First  Capital  Investments,  Inc.  dated
               September 20, 1998  (incorporated  by reference from Exhibit 10.8
               of  the  Company's  Registration  Statement  on  Form  SB-2  (No.
               333-80421))

     10.9      Form  of 15%  Secured  Promissory  Notes  due  October  19,  2000
               (incorporated  by reference  from  Exhibit 10.9 of the  Company's
               Registration Statement on Form SB-2 (No. 333-80421))

     10.10     Agreement  for  Post-Closing  Adjustments  by and  among  Venture
               Funding, Ltd., Boutine Capital, LLC, Network Acquisitions,  Inc.,
               Cavion  Technologies,  Inc., Craig E.Lassen,  David J. Selina and
               Jeff Marshall dated February 1, 1999  (incorporated  by reference
               from Exhibit  10.10 of the  Company's  Registration  Statement on
               Form SB-2 (No. 333-80421))

     10.11     Share  Allocation  Agreement by and among  Venture  Funding Ltd.,
               Boutine Capital, LLC, Cavion Technologies,  Inc., LanXtra,  Inc.,
               Craig E. Lassen,  David J. Selina and Jeff Marshall,  dated April
               16, 1999  (incorporated  by reference  from Exhibit  10.11 of the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

     10.12     Office Lease Agreement with TTD Associates dated December 4, 1996
               for the corporate  offices located at 7475 Dakin Street,  Denver,
               Colorado  (incorporated  by reference  from Exhibit  10.12 of the
               Company's Registration Statement on Form SB-2 (No. 333 80421))

     10.13     Business Loan  Agreement and  Promissory  Note with US Bank dated
               January 18, 1999, and First  Amendment to Business Loan Agreement
               with US Bank dated March 24, 1999 (incorporated by reference from
               Exhibit  10.13 of the  Company's  Registration  Statement on Form
               SB-2 (No. 333-80421))

     10.14     Executive  Employment  Agreement  with David J. Selina  effective
               February 1. 1999 (incorporated by reference from Exhibit 10.14 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

     10.15     Executive  Employment  Agreement with Marshall E. Aster effective
               March 8, 1999  (incorporated  by reference  from Exhibit 10.15 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

     10.16     Executive  Employment  Agreement  with  Jeff  Marshall  effective
               February 1, 1999 (incorporated by reference from Exhibit 10.16 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

     10.17     Executive  Employment  Agreement  with Craig  E.Lassen  effective
               February 1, 1999 (incorporated by reference from Exhibit 10.17 of
               the   Company's   Registration   Statement   on  Form  SB-2  (No.
               333-80421))

                                       28
<PAGE>

     10.18     Equity  Incentive  Plan dated  March 19,  1999  (incorporated  by
               reference  from  Exhibit  10.18  of  the  Company's  Registration
               Statement on Form SB-2 (No. 333-80421))

     10.19     Form of  Indemnification  Agreement  with  officers and directors
               (incorporated  by reference  from Exhibit  10.19 of the Company's
               Registration Statement on Form SB-2 (No. 333-80421))

     10.20     Agreement to Modify Deferred  Obligations dated May 28, 1999 with
               British Far East  Holdings,  Ltd.,  William  M.B.  Berger  Living
               Trust, Martin Cooper, Fairway Realty Associates, David J. Selina,
               Jeff Marshall, Randal W. Burtis, Convergent Communications, Inc.,
               Craig E. Lassen and Herman D. Axelrod  (incorporated by reference
               from Exhibit  10.20 of the  Company's  Registration  Statement on
               Form SB-2 (No. 333-80421))

     10.21     Form  of  Secure  Network  Services  Agreement  (incorporated  by
               reference  from  Exhibit  10.21  of  the  Company's  Registration
               Statement on Form SB-2 (No. 333-80421))

     10.22     Forms of Lock-Up  Agreements  among the officers and directors of
               the Company,  5% or more shareholders and the other  shareholders
               and the  Representative  (incorporated  by reference from Exhibit
               10.22 of the Company's  Registration  Statement on Form SB-2 (No.
               333-80421))

     10.23     Settlement  Agreement  and Mutual  General  Release with Craig E.
               Lassen dated June 8, 1999 (incorporated by reference from Exhibit
               10.23 of the Company's  Registration  Statement on Form SB-2 (No.
               333-80421))

     10.24     Form of  Promissory  Note in the 1999 offering  (incorporated  by
               reference  from  Exhibit  10.24  of  the  Company's  Registration
               Statement on Form SB-2 (No. 333- 80421))

     10.25     License  Agreement with MoneyLine  America,  LLC dated August 18,
               1999  (incorporated  by  reference  from  Exhibit  10.25  of  the
               Company's Registration Statement on Form SB-2 (No. 333-80421))

     10.26     Network Service Master  Agreement with Convergent  Communications
               Services, Inc., dated October 22, 1999 (incorporated by reference
               from Exhibit  10.26 of the  Company's  Registration  Statement on
               Form SB-2 (No. 333-80421))

     10.27     License and Referral Agreement with Cardinal Services Corporation
               dated September 27, 1999  (incorporated by reference from Exhibit
               10.27 of the Company's  Registration  Statement on Form SB-2 (No.
               333-80421))

     10.28     Office  Lease with  NY/BDP  Flex I., LLC dated  October  29, 1999
               (incorporated  by reference from Exhibit 10 of the Company's Form
               10-QSB for the quarter ended September 30, 1999)

     31        Certification of Chief Executive Officer  pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002

     32        Certification  of Chief Executive  Officer  pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
               Oxley Act of 2002

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

We incurred $7,600 audit fees with our current auditor,  Larry  O'Donnell,  CPA,
PC, during the fiscal year ended  December 31, 2007 ($0 , during the fiscal year
ended 2006) in respect of the audit for the fiscal years ended December 31, 2006
and 2005.

Tax Fees

We did not incur any tax fees with our current auditor,  Larry  O'Donnell,  CPA,
PC, in the fiscal year ended December 31, 2007 and 2006.

                                       29
<PAGE>

We incurred  $2,250 in tax fees with an  unconnected  third party tax advisor in
the fiscal year ended  December 31, 2007 ($0 - 2006) to bring our tax affairs up
to date.

All Other Fees

We incurred $1,550 in other fees with our current auditor, Larry O'Donnell, CPA,
PC, in the fiscal year ended December 31, 2007 ($0 - 2006) in respect the review
of our quarterly financial statements.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.



                                       30
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                         PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...............     32

BALANCE SHEET

As of December 31, 2007 and 2006......................................     33

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2007 and 2006........................     34

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Years Ended December 31, 2007 and 2006........................     35

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2007 and 2006........................     36

NOTES TO FINANCIAL STATEMENTS.........................................     37




                                       31
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Concord Ventures, Inc.
(formerly Cavion Technologies, Inc.)
Denver, Colorado

I have  audited  the  accompanying  balance  sheets of  Concord  Ventures,  Inc.
(formerly  Cavion  Technologies,  Inc.) as of December 31, 2007 and 2006 and the
related statements of operations,  stockholders' deficit, and cash flows for the
years ended  December  31, 2007 and 2006.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of Concord  Ventures,  Inc. as of
December 31, 2007 and 2006 and the results of it's operations and cash flows for
the  years  ended  December  31,  2007 and 2006 in  conformity  with  accounting
principles generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company had suffered  significant losses, had a working capital
deficit  as of  December  31,  2007 and 2006 and no  ongoing  source of  income.
Management's  plans to address  these matters are also included in Note 2 to the
financial  statements.  These  conditions  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/ Larry O'Donnell CPA, PC

Larry O'Donnell CPA, PC
Aurora, Colorado
January 18, 2008




                                       32
<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                              (FORMERLY CAVION TECHNOLOGIES, INC.)
                                         BALANCE SHEETS
                                                                                             DECEMBER 31,
                                                                                      2007               2006
                                                                                    (audited)          (audited)
                                                                               -------------------------------------
<S>                                                                             <C>                 <C>
                               ASSETS

CURRENT ASSETS
      Cash & Cash Equivalents                                                            $ 5,979                $ -
      Prepayments                                                                            208                198

                                                                                 ----------------   ----------------
                  Total Current Assets                                                     6,187                198

FIXED ASSETS                                                                                   -                  -

OTHER ASSETS                                                                                   -                  -
                                                                                 ----------------   ----------------
      TOTAL ASSETS                                                                       $ 6,187              $ 198
                                                                                 ================   ================

                               LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

      Accounts Payable                                                                  $ 94,366         $1,710,072
      Customer Prepayments                                                                     -          1,085,034
      Accrued Expenses                                                                    89,040            642,824
      Capital Leases                                                                     210,960          1,756,574
      Operating Leases                                                                   196,216          1,301,787
      Other Loans                                                                            603             24,851
      Convertible Subordinated Notes                                                           -          1,425,000

                                                                                 ----------------   ----------------
                  Total Current Liabilities                                              591,185          7,946,142
                                                                                 ----------------   ----------------

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

      Class A Common Stock; $0.0001 par value, 100,000,000,                                1,137              1,113
      shares authorized, 2,257,986  and 2,010,931 -
       shares issued and outstanding, respectively
      Additional Paid In Capital                                                      16,771,323         16,524,292
      Accumulated Deficit                                                            (17,357,458)       (24,471,349)
                                                                                 ----------------   ----------------
                  Total Stockholders' Deficit                                           (584,998)        (7,945,944)

                                                                                 ----------------   ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $ 6,187              $ 198
                                                                                 ================   ================
</TABLE>


                 See accompanying Notes to Financial Statements.


                                       33
<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                              (FORMERLY CAVION TECHNOLOGIES, INC.)
                                    STATEMENTS OF OPERATIONS

                                                                                      FOR THE YEARS
                                                                                          ENDED
                                                                                       DECEMBER 31,
                                                                                    2007             2006
                                                                                 (audited)         (audited)
                                                                            -----------------------------------
<S>                                                                            <C>               <C>
OPERATING EXPENSES (INCOME)

      Gain on Statute Barred Liabilities                                          $(7,229,922)       $ (87,133)
      General & Administrative Expenses                                               111,783           76,124

                                                                               ---------------   --------------
      Total Operating Income                                                       (7,118,139)         (11,009)
                                                                               ---------------   --------------

OPERATING PROFIT                                                                    7,118,139           11,009

Interest and Other Income (Expenses), Net                                              (4,248)          (1,402)

                                                                               ---------------   --------------
Profit before Income Taxes                                                          7,113,891            9,607
                                                                               ---------------   --------------

Provision for Income Taxes                                                           -                 -

                                                                               ---------------   --------------
NET INCOME                                                                         $7,113,891          $ 9,607
                                                                               ===============   ==============

NET INCOME PER COMMON SHARE

      Basic & Diluted                                                              $3.45             $0.01
                                                                               ===============   ==============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

      Basic & Diluted                                                            2,063,034          831,863
                                                                               ===============   ==============
</TABLE>










        See accompanying Notes to Financial Statements.


                                       34
<PAGE>

<TABLE>
<CAPTION>

                                     CONCORD VENTURES, INC.
                              (FORMERLY CAVION TECHNOLOGIES, INC.)
                               STATEMENTS OF STOCKHOLDERS' DEFICIT
                         FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


                                              Class A Common Stock        Additional
                                                                           Paid - in        Accumulated
                                            No. Shares       Amount         Capital           Deficit           Total
                                           --------------  -----------  ----------------  ----------------  ---------------
<S>                                        <C>             <C>          <C>               <C>               <C>
Balance, December 31, 2005                       503,260        $ 503      $ 16,473,114     $ (24,480,956)    $ (8,007,339)

Stock Issued in Settlement of Debt             1,407,644          600            49,400                 -           50,000

Stock Issued as Directors' Remuneration           50,000            5               889                 -              894

Stock Issued as Payment For Services              50,000            5               889                 -              894

Stock Issued to Round Up Individual                   27            -                 -                 -                -
  Stockholders' Holdings on 10:1 Reverse Split

Net Income                                             -            -                 -             9,607            9,607

                                           --------------  -----------  ----------------  ----------------  ---------------
Balance, December 31, 2006                     2,010,931        1,113        16,524,292       (24,471,349)      (7,945,944)
                                           --------------  -----------  ----------------  ----------------  ---------------

Stock Issued in Settlement of Debt               187,055           19           187,036                 -          187,055

Stock Issued in Cash Consideration                50,000            5            49,995                 -           50,000

Stock Issued as Payment For Services              10,000            1             9,999                 -           10,000

Net Income                                             -            -                 -         7,113,891        7,113,891

                                           --------------  -----------  ----------------  ----------------  ---------------
Balance, December 31, 2007                     2,257,986      $ 1,137      $ 16,771,323     $ (17,357,458)      $ (584,998)
                                           ==============  ===========  ================  ================  ===============
</TABLE>














                 See accompanying Notes to Financial Statements.


                                       35
<PAGE>

<TABLE>
<CAPTION>

                                 CONCORD VENTURES, INC.
                          (FORMERLY CAVION TECHNOLOGIES, INC.)
                                STATEMENTS OF CASH FLOWS

                                                                                       FOR THE YEARS ENDED
                                                                                           DECEMBER 31,
                                                                                        2007           2006
                                                                                     (audited)       (audited)
                                                                                  -------------------------------
<S>                                                                               <C>                 <C>

CASH FLOW PROVIDED BY / (USED IN) OPERATING ACTIVITIES

NET  INCOME                                                                          $ 7,113,891             $ -

ADJUSTMENTS TO RECONCILE NET PROFIT / (LOSS) TO NET CASH
PROVIDED BY / (USED IN) OPERATING ACTIVITIES

      Gain on Statute Barred Liabilities                                              (7,229,922)              -
      Shares of Common Stock Issued for Services                                          10,000               -

CHANGES IN OPERATING ASSETS & LIABILITIES

      Increase in Prepaid Expenses                                                           (10)              -
      Increase in Accounts Payable                                                           600               -
      Decrease in Accrued Expenses                                                        (1,387)              -

                                                                                    -------------  --------------
      Total Cash Flow  used in Operating Activities                                     (106,828)              -

CASH FLOW FROM FINANCING ACTIVITIES

      Increase in Other Loans                                                             62,807               -
      Issue of Stock                                                                      50,000               -

                                                                                    -------------  --------------
      Total Cash Flow provided by Financing Activities                                   112,807               -

INCREASE IN CASH & CASH EQUIVALENTS                                                      $ 5,979             $ -
                                                                                    =============  ==============

Cash and Cash Equivalents at the beginning of the period                                     $ -             $ -
                                                                                    =============  ==============
Cash and Cash Equivalents at the end of the period                                       $ 5,979             $ -
                                                                                    =============  ==============

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
      Cash paid for interest                                                                 $ -             $ -
                                                                                    =============  ==============
      Cash paid for income tax                                                               $ -             $ -
                                                                                    =============  ==============
</TABLE>




                 See accompanying Notes to Financial Statements.

                                       36
<PAGE>

                             CONCORD VENTURES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2007 AND 2006


1.       NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature  of  Operations  --  Effective  February  16,  2001,  we sold our  entire
business,  and all of our  assets,  for the  benefit  of our  creditors  under a
Chapter 11  reorganization.  We were subsequently  dismissed from the Chapter 11
reorganization,  effective  March  13,  2001,  at  which  time  the  last of our
remaining  directors  resigned.  On March 13, 2001,  we had no business or other
source of income, no assets, no employees or directors,  outstanding liabilities
of approximately  $8.4 million and had terminated our duty to file reports under
securities law.

In March  2006,  we  appointed a new board of  directors  and are now focused on
reaching  satisfactory  negotiated  settlements with our outstanding  creditors,
bringing  our  financial  records up to date,  seeking a listing on the over the
counter   bulletin  board,   raising  debt  and/or  equity  to  fund  negotiated
settlements  with our creditors and to meet our ongoing  operating  expenses and
attempting  to  merge  with  another  entity  with  experienced  management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders. There can be no assurance that this series of events
will be successfully completed.

During the year ended  December 31, 2006,  our books and records were  retrieved
from a number of different  storage  locations,  including our former attorneys,
and the  purchaser of our business and assets.  With the  retrieval of our books
and records, financial statements for the years ended December 31, 2005 and 2004
were   completed  and  submitted   for  audit  to  Larry   O'Donnell,   CPA,  PC
(`O'Donnell'),  who was  appointed  as our  new  independent  registered  public
accountant effective August 15, 2006.

Our business  activities  over the year ended December 31, 2007, have focused on
the settlement of our outstanding liabilities and the renewal of and maintaining
our SEC reporting status.

On July 25,  2007,  we filed a Form  10-SB12G  with the SEC  seeking to become a
fully reporting  company  pursuant to Section 12 (g) of the Securities  Exchange
Act of 1934.  The filing became  effective  September 23, 2007, at which time we
succeeded in becoming a fully  reporting  company  pursuant to Section 12 (g) of
the Securities Exchange Act of 1934.

Significant Accounting Policies:

Cash and Cash  Equivalents  -- Cash and  cash  equivalents  consist  of cash and
highly  liquid debt  instruments  with  original  maturities  of less than three
months.  All cash  balances  were  distributed  for the benefit of our creditors
following the sale of our entire business and all our assets, effective February
16, 2001, as part of our Chapter 11 reorganization. Following the sale of 50,000
shares of our  common  stock for  $50,000  cash  during  the  fiscal  year ended
December 31, 2007, we re-established a balance of cash and cash equivalents..

Impairment of Long-Lived  and  Intangible  Assets -- In the event that facts and
circumstances indicated that the cost of long-lived and intangible assets may be
impaired,  an evaluation of recoverability  was performed.  If an evaluation was
required, the estimated future undiscounted cash flows associated with the asset
were  compared to the asset's  carrying  amount to determine if a write-down  to
market value or discounted cash flow value was required.

Financial Instruments -- The estimated fair values for financial instruments was
determined  at  discrete  points in time based on relevant  market  information.
These  estimates  involved  uncertainties  and  could  not  be  determined  with
precision.  The  carrying  amounts  of notes  receivable,  accounts  receivable,
accounts payable and accrued liabilities  approximated fair value because of the
short-term  maturities  of these  instruments.  The fair value of notes  payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.

                                       37
<PAGE>

Income Taxes -- We account for income taxes under the  liability  method,  which
requires  recognition  of deferred tax assets and  liabilities  for the expected
future tax  consequences  of events  that have been  included  in the  financial
statements  or  tax  returns.  Under  this  method,   deferred  tax  assets  and
liabilities  are  determined  based  on the  difference  between  the  financial
statements  and tax bases of assets and  liabilities  using enacted tax rates in
effect for the year in which the differences are expected to reverse.

Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders'  equity (deficit),  exclusive of transactions with owners, such as
capital  investments.  Comprehensive income includes net income or loss, changes
in certain assets and liabilities  that are reported  directly in equity such as
translation  adjustments on investments in foreign  subsidiaries  and unrealized
gains (losses) on available-for-sale  securities.  From our inception there were
no differences between our comprehensive loss and net loss.

Our  comprehensive  profit for the years  ended  December  31, 2007 and 2006 was
identical to our net profit for the years ended December 31, 2007 and 2006.

Income  (Loss)  Per  Share  -- The  income  (loss)  per  share is  presented  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 128,  Earnings Per Share.  SFAS No. 128 replaced the  presentation of
primary and fully diluted earnings (loss) per share (EPS) with a presentation of
basic EPS and diluted  EPS.  Basic EPS is  calculated  by dividing the income or
loss available to common  stockholders by the weighted  average number of common
stock  outstanding for the period.  Diluted EPS reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted into common stock.  Diluted EPS was the same as Basic EPS
for the years  ended  December  31, 2007 and 2006 as the  exercise  price of our
outstanding  stock  options  was  substantially  in excess  of our  share  price
throughout these periods.

Stock-Based  Compensation -- As permitted under the SFAS No. 123, Accounting for
Stock-Based  Compensation,  we  account  for  our  stock-based  compensation  in
accordance with the provisions of Accounting  Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees.  As such,  compensation expense is
recorded  on the date of grant if the  current  market  price of the  underlying
stock  exceeds  the  exercise  price.  Certain  pro  forma  net  income  and EPS
disclosures  for employee  stock option grants are also included in the notes to
the financial  statements as if the fair value method as defined in SFAS No. 123
had been applied.  Transactions in equity  instruments  with  non-employees  for
goods or services are accounted for by the fair value method.

Use of Estimates -- The preparation of our consolidated  financial statements in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.

Recently Issued  Accounting  Pronouncements--  In February 2006, the FASB issued
FASB  Statement No. 155,  which is an amendment of FASB  Statements  No. 133 and
140.  This  Statement;  a)  permits  fair  value  remeasurement  for any  hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  b) clarifies which interest-only strip and principal-only
strip are not subject to the  requirements  of Statement  133, c)  establishes a
requirement to evaluate  interests in securitized  financial  assets to identify
interest  that  are  freestanding  derivatives  or  that  are  hybrid  financial
instruments  that  contain an  embedded  derivative  requiring  bifurcation,  d)
clarifies that  concentrations  of credit risk in the form of subordination  are
not embedded  derivatives,  e) amends Statement 140 to eliminate the prohibition
on a  qualifying  special-purpose  entity from  holding a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This Statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
Statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any financial  statements for that fiscal year. We
does not  believe  that the  adoption  of FASB  Statement  No.  155 will  have a
material impact on our financial conditions or results of operation.

In March 2006, the Financial  Accounting  Standards  Board ("FASB")  issued FASB
Statement  No.  156,  which  amends  FASB  Statement  No.  140.  This  Statement
establishes,  among other things, that accounting for all separately  recognized
servicing assets and servicing liabilities.  This Statement amends Statement 140
to  require  that all  separately  recognized  servicing  assets  and  servicing

                                       38
<PAGE>

liabilities be initially measured at fair value, if practicable.  This Statement
permits,  but  does  not  require,  the  subsequent  measurement  of  separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments at fair value. Under this Statement,  an entity can elect subsequent
fair value measurement to account for its separately recognized servicing assets
and servicing  liabilities.  By electing that option, an entity may simplify its
accounting,  because this Statement permits income statement  recognition of the
potential  offsetting  changes  in fair  value of  those  servicing  assets  and
servicing liabilities and derivative  instruments Is the same accounting period.
This Statement is effective for financial  statements for fiscal years beginning
after September 15, 2006.  Earlier adoption of this Statement is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any  financial  statements  for that fiscal  year.  We do not  believe  that the
adoption of FASB Statement No. 156 will have a material  impact on our financial
conditions or results of operation.

In June 2006, the FASB issued  Interpretation  ("FIN") No. 48,  "Accounting  for
Uncertainty in Income Taxes--an  interpretation of FASB Statement No. 109." This
Interpretation  prescribes a recognition threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax return,  and provides  guidance on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure,  and transition.  This  Interpretation is effective for fiscal years
beginning  after December 15, 2006. We believe that FIN No. 48 should not have a
material impact on our financial position or results of operations.

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007 and to the interim  periods within those fiscal years. We believe that SFAS
No. 157 should not have a material  impact on our financial  position or results
of operations

In September 2006, FASB issued SFAS No. 158, "Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans" ("SFAS No. 158"). SFAS No. 158
requires  employers to  recognize  the  overfunded  or  underfunded  status of a
defined benefit postretirement plan as an asset or liability in its statement of
financial position, recognize changes in that funded status in the year in which
the changes occur through  comprehensive  income and measure a plan's assets and
its obligations that determine its funded status as of the end of the employer's
fiscal  year.  The  provisions  of SFAS No. 158 are  effective  for fiscal years
ending after  December 15, 2006.  We believe that SFAS No. 158 should not have a
material impact on our financial position or results of operations.

In  September  2006,  the  SEC  issued  Staff   Accounting   Bulletin  No.  108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in  Current  Year  Financial  Statements"  ("SAB  108").  SAB 108
requires  companies to evaluate the materiality of identified  unadjusted errors
on each financial  statements and related financial  statement  disclosure using
both the rollover  approach and the iron curtain  approach.  The requirements of
SAB 108 are effective for annual financial  statements covering the first fiscal
year ending after November 15, 2006.  SFAS No. 158 has not had a material impact
on our financial position or results of operations.

In July  2006,  the FASB  issued  FASBInterpretation  No.  48,  "Accounting  for
Uncertainty in Income Taxes, an  interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 prescribes the minimum  accounting and disclosure  requirements  of
uncertain tax  positions.  FIN 48 also provides  guidance on the  derecognition,
measurement, classification, interest and penalties, and transition of uncertain
tax positions.  FIN 48 is effective for fiscal periods  beginning after December
15,  2006.  We  believe  that FIN 48 should  not have a  material  impact on our
financial position or results of operations.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial

                                       39
<PAGE>

instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations.

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

2.       GOING CONCERN AND LIQUIDITY:

As at December 31, 2007,  we had cash & cash  equivalents  of $5,979,  assets of
$6,187  consisting  primarily of cash and cash equivalents and some prepayments,
no operating  business or other source of income and outstanding  liabilities of
$591,185 and a stockholders' deficit of $584,998.

In our  financial  statements  for the fiscal years ended  December 31, 2007 and
2006, the Report of the Independent  Registered  Public Accounting Firm includes
an explanatory  paragraph that describes  substantial doubt about our ability to
continue  as a going  concern.  Our  financial  statements  for the  year  ended
December  31,  2007,  have  been  prepared  on  a  going  concern  basis,  which
contemplates  the  realization of assets and the  settlement of liabilities  and
commitments in the normal course of business.  We had a working  capital deficit
of $584,998 and reported an  accumulated  deficit of  $17,357,458 as at December
31, 2007.

It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding creditors,  seek a listing on the over the counter bulletin
board,  raise debt and/or equity  financing to fund the  negotiated  settlements
with our creditors and to meet ongoing  operating  expenses and attempt to merge
with another entity with experienced  management and opportunities for growth in
return  for  shares of our common  stock to create  value for our  shareholders.
There  is no  assurance  that  this  series  of  events  will be  satisfactorily
completed.

Consequently,  we are now dependent on raising  additional equity and/or debt to
fund any  negotiated  settlements  with our  outstanding  creditors and meet our
ongoing operating expenses.  There is no assurance that we will be able to raise
the  necessary  equity and,  or, debt that we will need to be able to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.

3. ASSETS

At December 31, 2006, our sole asset was a prepaid rental expense of $198, while
at December 31, 2007, our sole assets were $5,979 cash and cash  equivalents and
$208 in prepaid rental expense.

4. ACCOUNTS PAYABLE

Following  the sale of all of our  business  and assets  effective  February 16,
2001,  the  proceeds  from  the  sale  were  insufficient  to  repay  all of our

                                       40
<PAGE>

liabilities. Indeed the sale proceeds were only sufficient to pay certain of our
secured  liabilities.  No proceeds were  available to repay any of our unsecured
creditors.  Accordingly,  the  majority  of  the  balance  of  accounts  payable
represents  liabilities  outstanding since we filed for Chapter 11 protection in
December 2000.

In the period April 1, 2003 through December 31, 2006, our outstanding  accounts
payable  which had been  incurred,  prior to our  dismissal  from our Chapter 11
reorganization   under  the  state  laws  of  California,   Delaware,   Florida,
Indianapolis,  Maryland,  Nebraska,  North  Carolina,  Pennsylvania,  Texas  and
Vermont were statute barred.  Accordingly, we recognized a gain on these statute
barred liabilities of $315,000 in the period.

During the year ended December 31, 2007, our outstanding  accounts payable which
had been incurred,  prior to our dismissal  from our Chapter 11  reorganization,
under the state laws of Arizona, Colorado,  Georgia,  Massachusetts,  Minnesota,
Mississippi,  New Jersey, New York, Oregon, South Dakota, Tennessee,  Washington
and Wisconsin were statute barred.  Accordingly, we recognized a gain on statute
barred liabilities of $1.6 million.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities,  during the year ended December 31, 2007, our outstanding  accounts
payable had been reduced from in excess of $2 million to approximately $95,000.

5. CUSTOMER PREPAYMENTS

Prior to filing for  Chapter 11  protection  in  December  2000,  our  customers
prepaid us for the services we were to provide to them.  Effective  February 16,
2001,  we sold our entire  business and all our assets and ceased to provide any
ongoing  services.  At that time,  the  purchaser  of our  business  declined to
provide  services to  customers  who had already  paid us and would only provide
services to  customers  who paid them on an ongoing  basis.  Consequently,  this
balance represents a liability to customers who had made prepayments to us prior
to  December  2000 in respect of respect of  services  we were to deliver  after
February 16, 2001,  and who never  received  such  services  from us or from the
purchaser of our business. Accordingly, this liability was unchanged at December
31, 2006 and 2005.

During the year ended December 31, 2007, our outstanding liability in respect of
customer  prepayments was statute barred and accordingly we recognized a gain on
statute  barred  liabilities  of $1.1  million  the  period in  respect of these
statute barred customer prepayments.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liability for customer prepayments, during the year ended December 31, 2007, our
outstanding  liability for customer prepayments was reduced from $1.1 million to
$0.

6. ACCRUED EXPENSES

Accrued expenses  related to accrued  employee costs  outstanding at the date we
filed  bankruptcy and accrued  interest  expenses in respect of our  outstanding
liabilities.

No additional  accrual was required for employee costs from the date on which we
filed for bankruptcy as all post bankruptcy  employee cost were paid in full and
we had no employees from February 16, 2001.

No  additional  accrual for  interest  expense was required in respect of unpaid
liabilities  outstanding at the date of our dismissal  from  bankruptcy in March
13, 2001 in the financial  years ended  December 31, 2006,  2005, and 2004 as we
believe our outstanding liabilities could be settled in full for the values then
reflected on our balance sheet.

Interest  was  accrued  at 8% on the loan made to us by Mr.  David J Cutler,  an
officer and a director of the Company.

During the year ended December 31, 2007,  $552,000 of our accruals in respect of
both outstanding liabilities and interest on liabilities outstanding at the date
of our bankruptcy  were statute  barred and  accordingly we recognized a gain on
statute barred liabilities of $552,000 on the release of these accruals.

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liability for accrued liabilities,  during the year ended December 31, 2007, our
outstanding  liability  for accrued  liabilities  was reduced  from  $642,000 to
$91,000.

                                       41
<PAGE>

7. CAPITAL AND OPERATING LEASES

Effective December 2000, when we filed for bankruptcy, we recognized in full the
outstanding liabilities under all our capital and operating leases.

In the April 1, 2003  through  December 31, 2006,  our  outstanding  liabilities
under  capital and operating  leases  which,  had been entered into prior to our
dismissal  from  our  Chapter  11  reorganization,   under  the  state  laws  of
California, Delaware, Florida, Indianapolis, Maryland, Nebraska, North Carolina,
Pennsylvania, Texas and Vermont were statute barred. Accordingly we recognized a
gain on statute barred liabilities of $422,000 in the period.

During the year ended  December  31, 2007,  our  outstanding  liabilities  under
capital and operating  leases which had been entered into prior to our dismissal
from our Chapter 11 reorganization,  under the state laws of Arizona,  Colorado,
Georgia,  Massachusetts,  Minnesota,  Mississippi, New Jersey, New York, Oregon,
South  Dakota,   Tennessee,   Washington  and  Wisconsin  were  statute  barred.
Accordingly we recognized a gain on statute barred liabilities of $2.7 million

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities under capital and operating  leases,  during the year ended December
31, 2007, our  outstanding  liabilities  under capital and operating  leases had
been reduced from in excess of $3.5 million to approximately $403,000.

8. OTHER LOANS

Other loans  represent the loan made to us by one of our directors,  Mr. David J
Cutler.

In the period from his  appointment  in March 2006 through  September  2006, Mr.
David Cutler,  a director and our Chief  Executive  Officer and Chief  Financial
Officer,  incurred more than $50,000 on our behalf in bringing our affairs up to
date, principally on settling certain of our outstanding liabilities,  legal and
accounting  fees and  directors'  remuneration.  In September  2006,  Mr. Cutler
agreed  to  convert  $50,000  of this  loan to us into  equity  on a basis to be
determined by an  independent  third party  valuation.  In September  2006,  our
independent  directors  authorized  an initial  issue of  510,000  shares of our
common stock,  representing  50.3% of our total issued and outstanding shares of
our common stock, to Mr. Cutler, pending the completion of the independent third
party valuation.  In November 2006, the independent third party valuation of our
shares  of common  stock was  completed  and on the  basis of this  third  party
valuation  our  independent  directors  authorized  the  issue of an  additional
897,644 shares of our common stock to Mr. Cutler as the balance of the equity to
which he was entitled on the  conversion  of his $50,000 loan to us into equity.
Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of
1,407,644  shares of our common stock  representing  70% of our total issued and
outstanding shares of our common stock at that time.

On December 3, 2007 we issued  87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had  outstanding  with,  including  accrued  interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors

Interest is accrued on the loan at 8%.

9. COMMITMENTS:

Capital and Operating Leases

During the year ended  December  31, 2007,  our  outstanding  liabilities  under
capital and operating  leases which had been entered into prior to our dismissal
from our Chapter 11  reorganization  effective  March 13, 2001,  under the state
laws of Arizona, Colorado, Georgia, Massachusetts,  Minnesota,  Mississippi, New
Jersey, New York, Oregon, South Dakota, Tennessee, Washington and Wisconsin were
statute barred.  Accordingly we recognized a gain on statute barred  liabilities
of $2.7 million.

                                       42
<PAGE>

As a result of the  impact  of the  statute  of  limitation  on our  outstanding
liabilities under capital and operating  leases,  during the year ended December
31, 2007, our  outstanding  liabilities  under capital and operating  leases had
been reduced from in excess of $3.5 million to approximately $403,000.

Litigation

In December 2005, one of our principal  shareholders  filed a complaint with the
District Court of Jefferson County,  Colorado,  requesting the Court to instruct
us to hold a shareholders' meeting to elect new directors.

In February 2006, the District Court of Jefferson County,  Colorado,  instructed
us to hold a  shareholders'  meeting to elect new  directors.  In March 2006, we
held a  shareholders'  meeting at which Mr.  David J. Cutler was  appointed as a
director and Chief Executive  Officer and Chief Financial  Officer,  and Messrs.
Wesley Whiting and Reggie Green were appointed as  non-executive  directors.  At
the shareholders  meeting,  Mr. Cutler was instructed to use his best efforts to
reach satisfactory negotiated settlements with our outstanding creditors,  bring
our  financial  records  up to date,  seek a  listing  on the  over the  counter
bulletin  board,  raise debt  and/or  equity  financing  to fund the  negotiated
settlements  with our  creditors  and to meet  ongoing  operating  expenses  and
attempt  to  merge  with  another   entity  with   experienced   management  and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our  shareholders.  There is no  assurance  that this series of events
will be satisfactorily completed.

10.     CONVERTIBLE SUBORDINATED NOTES:

During the year ended  December  31, 2000,  the Company had  initiated a private
offering  of  convertible  subordinated  notes  for  $600,000.  The  notes  were
convertible  into shares of the Company's Class A Common Stock at a ratio of 833
shares per $50,000 of notes (implied  conversion rate of $60.00 per share).  The
notes  were to be  immediately  converted  upon  the  filing  of a  registration
statement with the SEC. In addition to the  convertible  note,  each note holder
was issued a detachable  warrant to purchase 208 shares of the Company's Class A
Common Stock for each of the $50,000  notes.  The notes accrued  interest at 10%
per annum and matured one year from the date funded.

Prior to the year ended  December 31, 2000, we modified the terms of the private
offering and those notes already  issued.  The terms were modified such that the
notes were  convertible  into shares of our Class A common stock at the ratio of
2,500 shares per $50,000 of notes (implied conversion rate of $20.00 per share).
Each note holder was to receive  warrants to purchase  675 shares of our Class A
common stock for each $50,000 of notes. The notes were to accrue interest at 10%
per annum with maturity one year from the date funded. After the modification of
terms, the Company issued an additional $825,000 in promissory notes.

In March 2001,  the holders of the  convertible  subordinated  notes  received a
payment of $42,072 from the  proceeds of the sale of our business  assets at the
time.  During the year ended December 31, 2007, the debt  associated  with these
notes became  statute barred and  consequently,  we no longer have any liability
outstanding in respect to this convertible debt.

Prior to the year ended  December  31,  2006,  all of the  outstanding  warrants
issued in connection with this financing expired.

During the three months ended March 31, 2007,  our  liability in respect of this
convertible  debt became statute barred and  consequently  we no longer have any
liability outstanding in respect of this convertible debt.

During the year ended  December 31, 2007, we issued 100,000 shares of our common
stock,  valued at $100,000 ($1.00 per share),  in settlement of a disputed claim
in respect of these liabilities.

11. RELATED PARTY TRANSACTIONS

During the year ended  December 31, 2006,  we paid  approximately  $7,500 to the
Aster  Management  Network in consultancy  fees fro their assistance in bringing
our financial affairs up to date. Aster Management  Network is owned by Marshall
E Aster, formerly our Chief Financial Officer.

                                       43
<PAGE>

In the period from his  appointment  in March 2006 through  September  2006, Mr.
David Cutler,  a director and our Chief  Executive  Officer and Chief  Financial
Officer,  incurred more than $50,000 on our behalf in bringing our affairs up to
date, principally on settling certain of our outstanding liabilities,  legal and
accounting  fees and  directors'  remuneration.  In September  2006,  Mr. Cutler
agreed  to  convert  $50,000  of this  loan to us into  equity  on a basis to be
determined by an  independent  third party  valuation.  In September  2006,  our
independent  directors  authorized  an initial  issue of  510,000  shares of our
common stock,  representing  50.3% of our total issued and outstanding shares of
our common stock, to Mr. Cutler, pending the completion of the independent third
party valuation.  In November 2006, the independent third party valuation of our
shares  of common  stock was  completed  and on the  basis of this  third  party
valuation  our  independent  directors  authorized  the  issue of an  additional
897,644 shares of our common stock to Mr. Cutler as the balance of the equity to
which he was entitled on the  conversion  of his $50,000 loan to us into equity.
Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of
1,407,644  shares of our common stock  representing  70% of our total issued and
outstanding shares of our common stock at that time.

Following  our ten for one reverse  split in  November  2006,  we issued  25,000
shares of our common stock to each of our two  non-executive  directors,  Messrs
Whiting and Green,  as  remuneration  for their  services to us (50,000 share of
common stock in total).

On December 3, 2007 we issued  87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had  outstanding  with,  including  accrued  interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors

During the  financial  year ended  December  31,  2007,  we paid  $10,000 of Mr.
Cutler's  remuneration to Burlingham Corporate Finance,  Inc.  ("Burlingham") in
the  form of  consulting  fees.  Mr.  Cutler  is the  principal  shareholder  of
Burlingham.

12.  STOCKHOLDERS' DEFICIT:

Common Stock

We were authorized to issue 20,000,000 shares of common stock, par value $0.0001
per share.  The common stock was segregated into two classes:  Class A and Class
B. Of the 20,000,000  shares of common stock,  19,970,000 shares were designated
as Class A and 30,000 was designated as Class B.

At our  shareholders  meeting held in October 2006,  our  shareholders  voted to
increase  the  authorized  number  of our  shares of Class A common  stock  from
19,970,000 to 100,000,000.

Class A Common Stock

The holders of our Class A Common  Stock are entitled to one vote for each share
held on record on each matter  submitted to a vote of  shareholders.  Cumulative
voting for  election of directors  is not  permitted.  Holders of Class A Common
Stock have no preemptive  rights or rights to convert their Class A Common Stock
into any other securities.

At our  shareholders  meeting held in October 2006,  our  shareholders  voted to
authorize a reverse split of our common stock on a basis up to one for ten which
took effect on November 10, 2006.  Consequently,  all numbers of shares reported
on these  financial  statements have been restated to reflect the impact of this
one for ten reverse split.

                                       44
<PAGE>

RECENT ISSUANCES

In the period from his  appointment  in March 2006 through  September  2006, Mr.
David Cutler,  a director and our Chief  Executive  Officer and Chief  Financial
Officer,  incurred more than $50,000 on our behalf in bringing our affairs up to
date, principally on settling certain of our outstanding liabilities,  legal and
accounting  fees and  directors'  remuneration.  In September  2006,  Mr. Cutler
agreed  to  convert  $50,000  of this  loan to us into  equity  on a basis to be
determined by an  independent  third party  valuation.  In September  2006,  our
independent  directors  authorized  an initial  issue of  510,000  shares of our
common stock,  representing  50.3% of our total issued and outstanding shares of
our common stock, to Mr. Cutler, pending the completion of the independent third
party valuation.  In November 2006, the independent third party valuation of our
shares  of common  stock was  completed  and on the  basis of this  third  party
valuation  our  independent  directors  authorized  the  issue of an  additional
897,644 shares of our common stock to Mr. Cutler as the balance of the equity to
which he was entitled on the  conversion  of his $50,000 loan to us into equity.
Following this second issue of equity to Mr. Cutler, Mr. Cutler owned a total of
1,407,644  shares of our common stock  representing  70% of our total issued and
outstanding shares of our common stock at that time.

Following our 10 for 1 reverse  split in November  2006, we issued 25,000 shares
of our common stock to each of our two  non-executive  directors as remuneration
for their services to us (50,000 share of common stock in total). We also issued
a further 25,000 to each of two, third party  consultants  for the services they
had provided to us (a further 50,000 share of common stock in total).

On September 11, 2007, we issued 100,000 shares of our common stock with a value
of $100,000  ($1.00 per share) in settlement  of a disputed  claim in connection
with our convertible  subordinated loan notes,  which were statute barred during
this period.

On September 25, 2007, we issued 50,000 shares of our restricted common stock in
exchange for cash of $50,000 ($1.00 per share).

On September 25, 2007, we issued 10,000 shares of our restricted common stock as
payment of consulting services valued at $10,000 ($1.00 per share).

On December 3, 2007, we issued 87,055 shares of our  restricted  common stock to
David J  Cutler,  one of our  directors,  in full and  final  settlement  of the
$87,055 loan Mr. Cutler had outstanding with us,  including  accrued interest of
$5,634,  in respect of  services  and  funding he has  provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.

Class B Common Stock

2,865 of these shares were issued in exchange for similar  securities of LanXtra
as partial  consideration  for the  purchase  of  LanXtra's  business,  and were
callable  by us at $70 per share.  The  holders of Class B Common  Stock had the
right to sell the Class B Common  Stock to us at $70 per share or convert  their
shares to equivalent  units of our Class A Common Stock until March 31, 2000, at
which time no holder of Class B Common Stock had  exercised  the put option.  On
that date, pursuant to our Articles of Incorporation,  (i) each share of Class B
Common  Stock  terminated;  (ii) our  authority  to issue  Class B Common  Stock
terminated; and (iii) the only other Class of Common Stock, which had until that
time been designated as Class A Common Stock, was designated as Common Stock.

Stock Options

Effective March 19, 1999, we adopted a stock option plan (the "Plan").  The Plan
provides for grants of incentive stock options,  nonqualified  stock options and
restricted  stock to designated  employees,  officers,  directors,  advisors and
independent contractors. The Plan authorized the issuance of up to 75,000 shares
of Class A Common  Stock.  Under the  Plan,  the  exercise  price per share of a
non-qualified  stock  option  must be equal to at least  50% of the fair  market
value of the common stock at the grant date, and the exercise price per share of
an  incentive  stock option must equal the fair market value of the common stock
at the grant date.


                                       45
<PAGE>

<TABLE>
<CAPTION>

The following table summarizes stock option activity under the Plan:

                                        Under the Stock Option Plan:                   Other Grants:
                                  -------------------------------------------       --------------------
                                               Granted to                             Granted to
                                             Non- Employees                          Non-Employees
                                          --------------------                    -------------------
                                                          Weighted                                Weighted
                                                           Average                                 Average
                                                          Exercise                                Exercise
                                               Shares      Price                    Shares         Price
                                               -------   --------                  --------       --------
<S>                                            <C>       <C>                       <C>            <C>

      Outstanding at December 31, 2006           2,000     $45.00                        -              -
            Granted                                  -          -                        -              -
            Exercised                                -          -                        -              -
            Canceled                                 -          -                        -              -
                                                ------     ------                  --------       --------
      Outstanding at December 31, 2007           2,000     $45.00                        -              -
                                                ======     ======                  ========       ========

Exercisable at December 31, 2007                 2,000     $45.00                        -              -
                                                ======     ======                  ========       ========
Exercisable at December 31, 2006                 2,000     $45.00                        -              -
                                                ======     ======                  ========       ========
</TABLE>

13. INCOME TAXES:

We had losses since our Inception,  and therefore were not subject to federal or
state income taxes. We have accumulated tax losses available for carryforward in
excess $17  million.  The  carryforward  is subject  to  examination  by the tax
authorities  and expires at various dates through the year 2064.  The Tax Reform
Act of 1986 contains  provisions that may limit the NOL carryforwards  available
for use in any given  year upon the  occurrence  of  certain  events,  including
significant changes in ownership interest. Consequently following the issue more
than 50% of our total  authorized  and issued share capital in September 2006 to
Mr.  Cutler,  one  of  our  directors,  our  ability  to  use  these  losses  is
substantially  restricted  by the impact of section 382 of the Internal  Revenue
Code.







                                       46
<PAGE>



                                   SIGNATURES

In accordance with the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

CONCORD VENTURES, INC.
(FORMERLY CAVION TECHNOLOGIES, INC.)

Date: January 29, 2008                            By:   /s/ DAVID J. CUTLER
David J Cutler
Chief Executive Officer, &
Chief Financial Officer

In accordance  with the  Securities  Exchange Act of 1924,  this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities and on the dates indicated.

          SIGNATURE                      TITLE                    DATE


  /s/ David J. Cutler            Chief Executive Officer     January 29, 2008
        David  J. Cutler         &
                                 Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)


/s/ Wesley F. Whiting            Director                    January 31, 2008
Wesley F. Whiting




                                       47