U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549 FORM
10-KSB  (Mark One)  [x] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the
fiscal year ended December 31, 2007  [  ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  For the
transition period from
           to  Commission file number: 000-23338  THE
CASTLE GROUP, INC. (Name of
small business issuer in its charter)  Utah
99-0307845(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)incorporation or organization)  500 Ala Moana Boulevard, 3 Waterfront Plaza, Suite 555, Honolulu
HI   96813 (Address of principal executive office)   (Zip Code)  Issuers telephone number: (808) 524-0900  Securities registered under Section 12(b) of the Exchange Act:
 None  Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.02 par value (Title
of class)  Check whether the
Issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. [  ]  Check whether the
Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]
  No [  ]  Check if there is no
disclosure of delinquent filers in response to Item 405 of regulation S-B
contained in this form, and no disclosure will be contained, to the best of
Issuers knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
  [  ]   Page
1   Indicate
by check mark whether the Issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act).  Yes [  ]   No [X]  Issuers revenues for
its most recent fiscal year:  December 31, 2007:  $21,026,079  As of March 31, 2008,
there were approximately 4,708,655 shares of common voting stock of the Issuer
held by non-affiliates. As of April 8, 2008, the closing price of the common
stock on the OTC Bulletin board was $1.20 per share or an aggregate value of
$4,802,828.  Issuers Involved in Bankruptcy Proceedings During the Past Five
Years  Not
applicable.  Check whether the
Issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court.  Not
applicable.  Applicable Only to Corporate Issuers  Number of shares
outstanding of the Issuers common stock as of March 31, 2008:
  9,538,055  Documents Incorporated by Reference  See Part III, Item
13.  The Exhibit Index appears on page 63.  Transitional Small Business Disclosure Format: Yes [
 ] No [X]  Page
2     TABLE OF CONTENTS  PART I 4 ITEM 1.  DESCRIPTION OF BUSINESS 4 ITEM 2. DESCRIPTION OF PROPERTY 15 ITEM 3. LEGAL PROCEEDINGS 17 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 18 PART II 18 ITEM 5.  MARKET FOR COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES                                        18 ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION 20 ITEM 7.  FINANCIAL STATEMENTS 29 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.                                                                                                
 52 ITEM 8A(T). CONTROLS AND PROCEDURES. 52 ITEM 8B.  OTHER INFORMATION. 52 PART III 53 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT                                            53 ITEM 10. EXECUTIVE COMPENSATION. 57 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.                                                
 59 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. 61 ITEM 13. EXHIBITS. 63 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES 63 SIGNATURES 64  Forward-looking
Statements.  The
Private Securities Litigation Reform Act of 1995 (the Act) provides a safe
harbor for forward-looking statements made by or on behalf of Castle. Castle and
its representatives may from time to time make written or oral statements that
are forward-looking, including statements contained in this Annual Report and
other filings with the Securities and Exchange Commission, and in reports to
Castles stockholders.  Management believes that all statements that
express expectations and projections with respect to future matters, as well as
from developments beyond Castles control, including changes in global economic
conditions, are forward-looking statements within the meaning of the Act.
 These statements are made on the basis of managements views and
assumptions, as of the time the statements are made, regarding future events and
business performance.  There can be no assurance; however, that
managements expectations will necessarily come to pass.  Factors
that may affect forward- looking statements include a wide range of factors that
could materially affect future developments and performance, including the
following:Changes in company-wide strategies, which may result in
changes in the types or mix of businesses in which Castle is involved or chooses
to invest; changes in U.S., global or regional economic conditions; changes in
U.S. and global financial and equity markets; including significant interest
rate fluctuations; which may impede Castles access to, or increase the cost of,
external financing for its operations and investments; increased competitive
pressures, both domestically and internationally; legal and regulatory
developments, such as regulatory actions affecting environmental activities; the  Page
3   imposition by foreign countries of trade restrictions and changes
in international tax laws or currency controls; adverse weather conditions or
natural disasters, such as hurricanes and earthquakes; and labor disputes, which
may lead to increased costs or disruption of operations.  This list of
factors that may affect future performance and the accuracy of forward-looking
statements are illustrative, but by no means exhaustive. Accordingly, all
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.    PART I    ITEM
1.  DESCRIPTION OF BUSINESS  A. SUMMARY OF SIGNIFICANT EVENTS DURING 2007  During
2007, Castle entered into 6 new contracts with numerous properties in Hawaii,
Guam, and Thailand.  These additions increased the total number of units
under contract to approximately 3,200, nearly doubling the number of units under
contract as compared to year-end 2006.  At
midyear, the Company entered into a new sales and marketing agreement with the
Ocean Resort Hotel and took over full management of the Hotel Santa Fe.
 The Ocean Resort Hotel is a 450 room mid range hotel in the heart of
Waikiki in Honolulu, Hawaii.  The Hotel Santa Fe is a 110 room beachfront
boutique hotel on Hagatna (Agana) Bay in Guam.  On October 1, 2007, Castle
began managing all aspects of the 596 room Maile Sky Court mid-range hotel in
Waikiki.  In December 2007, the Company began handling sales, marketing and
reservations for the 310 room Queen Kapiolani Hotel in Honolulu.  In
2007, the next step in Castles global expansion plans unfolded with the
procurement of two new contracts in Thailand; the Katamanda resort on the
southwest coast of Phuket Island, and the Baan Taling Ngam Resort and Spa on the
island of Koh Samui. The addition of these two properties underscores the
companys expansion of its high end luxury vacation offerings. The 40-unit
Katamanda is an exclusive villa estate overlooking the beach areas of Kata Noi
and Tata Beach. This luxury resort features two, three and six bedroom villas
which include living, kitchen and dining areas and with some units, a private
pool.  The Baan Taling Ngam Resort and Spa is a secluded exotic beachfront
retreat set amongst thousands of coconut treas. This 70-unit resort overlooks
the Gulf of Thailand and Ang Thong Marine National park and features deluxe
hotel rooms and suites, as well as, two and three bedroom private villas.  In the
fall of 2007, the Company filed Form 10-QSB reports for the quarters ending
September 30, 2006, March 31, 2007 and June 30, 2007 and a Form 10-KSB for the
year ending December 31, 2007 (including audited financial statements for 2004,
2005 and 2006) with the Securities and Exchange Commission.  Castle had not
previously filed such reports since 2000 and its common stock had not been
trading on any securities exchange since that time.  The Company was
subsequently granted approval for the listing and trading of its common stock on
the OTC Bulletin Board under the symbol CAGU in late December.  The
Companys common stock began trading on the OTC Bulletin Board on December 31,
2007  In
October 2002, Castle filed an action against Manhattan Guam for damages caused
by Manhattan Guams breach of a compromise agreement of a previous dispute which
Castle and Manhattan Guam had signed in 2001.  Manhattan Guam filed a
counterclaim seeking to rescind the compromise agreement and/or collect the
amounts which it contended were owed by Castle pursuant to that agreement.
 In June, 2007, Castle and Manhattan Guam executed a new Settlement
Agreement  Page
4   whereby the previous compromise agreement, the promissory note and
900,000 shares of Castles common stock issued to Manhattan Guam in connection
with the previous compromise agreement, were all canceled upon Castles payment
of a total of $500,000 to Manhattan Guam.  As of January 18, 2008, Castle
has paid in full all amounts owed to Manhattan Guam pursuant to the new
settlement agreement, and the prior compromise agreement, promissory note and
stock certificate for 900,000 shares of Castles common stock have been
cancelled.  B. THE PRESENT STATUS OF CASTLE  Principal products or services and their markets  The
Castle Group, Inc. (Castle, we, or us) through its subsidiaries manages
luxury and mid-range resort condominiums and hotels on all of the major islands
within the state of Hawaii, and resorts located in Saipan, New Zealand, Thailand
and Guam.  We are
considered one of the leading hospitality and hotel management companies in
Hawaii and have earned the reputation of being both Flexible and Focused,
which is Castles operating philosophy.  Flexible, to meet the specific
needs of property owners and condominium owners at the properties that we
manage.  Focused, in our efforts to achieve enhanced rental income and
profitability for our owners.           Page
5   Portfolio of Properties Under Management  Castles quality of services and value-added proposition to our
properties under management has allowed us to enjoy a consistently high level of
contract renewals.  As of
March 31, 2008 Castle provides services to the following properties:  Hawaii
Location
Hotel and Resort
SinceKauai
Kaha Lani Resort
2004Kiahuna Plantation & The Beach Bungalows
1997Lanikai Resort
1997Lae Nani Resort
1997Makahuena at Poipu
1995Poipu Shores
1994Oahu
Hokele Suites Waikiki
2006Maile Sky Court
2007Pacific Marina Inn
1993Ocean Resort Waikiki Hotel
2007Queen Kapiolani Hotel
2007Waikiki Shore
2003Maui
Kamaole Sands
1994Maui Beach Hotel
1999Molokai
Kaluakoi Villas
1993Hawaii
Hilo Hawaiian Hotel
1993Kona Bali Kai
2005Kona Reef
1993Nomura Hawaii Village
2001Waimea Country Lodge
1995Guam

Hotel Santa Fe
2007Imperial Suites
2006Thailand
Phuket
Katamanda Villas
2007Koh Samui
Baan Taling Ngam
2007Micronesia
Saipan
Aquarius Beach Tower
1997New Zealand
Auckland
Spencer on Byron
2001  During
2007 The Diamond Resort, located on Maui, was in the process of being sold to a
new owner.  The sales and marketing services previously provided by Castle
were in sourced by the current ownership team in anticipation of the sale.
 The Company stopped providing sales and marketing services to the resort
in November of 2007.  Also, during 2007 the Company entered into an interim
agreement to provide sales and marketing services to Kata Gardens, a small
condominium property in Thailand.  Castle ceased providing such services
after the interim period was concluded.  Page
6    Castle
is a full service hospitality company which earns its revenues by providing
several types of services to property owners including, customized hotel and
resort management and operations; reservations staffing and operations; sales
and marketing; and accounting.  In addition, Castle offers design services
to properties that are furnishing, refurnishing or remodeling, as well as
pre-opening technical services for new hotel and resort properties being planned
or under construction.  Castles revenues are derived primarily from two
sources: (1) the rental of hotel rooms and condominium accommodations; food and
beverage sales at the properties it manages and; (2) fees paid for services it
provides to property owners. Castle also derives revenues from commissions and
incentive payments, based on sales and performance criteria at each
property.  Historically, Castle has contracted its full management services
to property owners and condominium owners associations (AOAO) on either a
Gross Contract or a Net Contract basis.  Under the Gross Contract basis,
the remaining gross revenues for guest stays and other sources of revenue are
paid to Castle, after a portion of the gross revenues are retained by the
property or condominium owners.  Castle then pays for the expenses of
operating the property from its portion of the revenue.  Castle recognizes
this revenue as Revenues Attributed from Properties in its consolidated
financial statements.  Under the Net Contract basis, Castle receives a
fixed percentage of the gross revenue collected by the property as a fee, and
the property owners are responsible for paying the operating expenses from their
portion.  This revenue is included as Revenues from Management and
Services.  In either case, Castle may be required to meet certain minimum
service or operating performance levels, such as occupancy or daily rate, in
order to achieve levels of compensation over and above base levels.  In
most full management contracts, Castle is responsible for setting prices, room
rates and for maintaining favorable occupancy levels in the units that it
manages.  In
addition to full management service contracts, Castle has contracted with some
property owners or owners associations for selected services, such as sales and
marketing only or reservations only.  In these cases, Castle receives its
revenue on a fixed or variable fee basis.  Hotel and resort properties in
general undergo remodeling or redesign every few years, in order to provide a
fresh and new experience for the guest.  Frequently, Castle has entered
into one time or restricted period contracts with property owners or
associations, to provide technical operating or design advice, when a new
property is being planned or built, or an existing property is in the process of
a planned remodel or repositioning.  C. SUBSEQUENT EVENTS  Changes in Directors and Officers:  In
January 2008 the Company announced the appointment of Mr. Robert Wu to its Board
of Directors and to the post of Executive Vice President of Asian Development
for its Castle Resorts & Hotels subsidiary.  On February 4, 2008
Mr. Edward Calvo Jr. resigned his seat on the Board of Directors of the Company
in order to avoid any conflicts of interest between his legal practice and the
operations and strategies of the Company.  Mr. Calvos law firm is not
currently representing Castle or any other party involved in any legal
matters.  On March 1, 2008 Mr.
Howard Mendelsohn was named to the position of Executive Vice President of
Capital Markets Development.  In his new role he is responsible for
establishing and managing the Companys relationships with the investment
community and individual investors.  He will provide  Page
7   leadership
in developing financing strategies and executing transactions which will enhance
Castles overall value.  Mr. Mendelsohn formerly served as Castles Chief
Financial Officer.  A successor for the CFO position has not yet been
named.  Legal Settlement- HBII  In
March 2008 HBII settled its legal dispute with the current timeshare developer
of the Hanalei Bay Resort. As more fully set forth in Item 3 below, and in Notes
2 and 4 to Castles consolidated financial statements, Hanalei Bay International
Investors (HBII) owed Castle $4,420,003 as of December 31, 2007.  HBII
intended to pay that amount from its share of proceeds owed to it pursuant to an
agreement with Quintus (HBR), LLC (HBR).  However, HBR disputed the
amount that it was indebted to HBII, and HBII filed a lawsuit to collect the
amounts owed by HBR.  Subsequent to the date of this report, HBII and
Quintus Resorts, LLC (Quintus), the parent company of HBR, entered into a
settlement to resolve the litigation by Quintus issuing a twenty percent (19.9%)
membership interest in Quintus to HBII or its designee, which included a
preferred return as to the first $6.2 million of future distributions of
available cash flow.  Quintus
is the owner of a timeshare resort project in Genoa, Nevada, near Lake Tahoe.
 Quintus has not yet completed its financial statements for 2007 but
estimates that its net loss incurred in 2007 will eliminate all or virtually all
of its net equity as calculated according to generally accepted accounting
principles.  Quintus believes that the fair market value of its assets on a
going concern basis exceeds its liabilities by approximately $15,000,000.
 According to Quintus projections, Quintus is projecting cash flows of
over $40,000,000 from the sale of time share intervals and/or real property
interests in its timeshare resort project over the next ten to fifteen years.
 Neither Quintus estimates as to the fair market value of its assets nor
its projections have been verified or reviewed by any independent third party.  For at
least the next two or three years, Quintus will be required to use all of its
available cash flow to pay down the substantial indebtedness it incurred in
purchasing the resort.  Based on Quintuss financial projection, HBIIs
management believes that it is likely to receive in excess of $6,000,000 from
its ownership interest in Quintus and that it will utilize these funds to pay
its indebtedness to Castle.  In that the distributions from HBII will
likely not be realized for a number of years and are subject to uncertainty and
risks over which Castle has no control, there can be no assurance that Castle
will receive any distributions from HBIIs ownership interest in Quintus within
the next ten years, if at all.  In light of such uncertainties,as
required by Generally Accepted Accounting Principles (GAAP) the Company has established a reserve for
uncollectible amounts.  The Company recorded an expense during 2007 for
$954,459, and reduced additional paid in capital for $3,315,002 in providing for
the reserve.  In the fourth quarter the Company reversed $150,542 in
accrued Interest Income earned on the Note during 2007.  D. SOURCES OF REVENUE AND FEE INCOME  Castle
typically provides all services necessary to operate a hotel or resort,
including management, sales, marketing, reservations, maintenance and
accounting.  Castle and other hotel management companies usually manage
hotels on a Net Contract basis, that is, they receive a fee for their services
based on a percentage of the rental proceeds, and also usually receive an
incentive management fee based on the net operating profit generated by the
hotel.  Under a typical Net Contract management contract, the owner of the
hotel, not the management company, is responsible for all expenses of operating
the hotel, such as staffing the front desk, housekeeping and guest services
departments.  For Net Contracts, Castle records as Management and Services
Revenue only, the fees it receives for its  Page
8   services and is responsible for the costs of performing those
services, such as payroll costs for administration, sales, marketing and
reservation services.  Management companies frequently manage resort condominiums under a
Net Contract basis much like a standard hotel management contract.
 However, a key aspect of Castles corporate culture is to be flexible and
responsive to the needs and goals of the owners of the properties it manages.
Accordingly, Castle manages some of its resort condominium projects under a
Gross Contract arrangement, whereby Castle pays the owner a fixed percentage of
revenues from the rental of the hotel or condominium units.  For these
contracts, other than the owners percentage of gross revenues, all revenue from
the rental of rooms and ancillary services is included in Castles gross income
for financial reporting purposes, and is noted as Revenues Attributed from
Properties.  Castle is then responsible for paying the operating expenses
of the property, such as staffing the front desk, housekeeping and guest
services departments, and the costs for administration, sales, marketing and
reservation services.  Castles profit under a Gross Contract agreement is
the amount remaining after the payment of the owners percentage of revenue and
Castles expenses.  At the
Spencer on Byron Hotel, Castle leases the individual condominium units on a long
term basis and pays each owner a fixed lease payment.  Castle records as
Revenues Attributed from Properties all of the proceeds from the rental of the
condominium units and the operation of the restaurant, bar and the provision of
other hotel services and is responsible for all of the operating expenses for
the hotel operation.  Some
properties contract with Castle to provide only select services, such as sales
and marketing or reservations or accounting.  For these services, Castle
charges a fee for the services provided, and this revenue is accounted for and
is included in Management and Services Revenue.  E. POTENTIAL CONFLICTS OF INTEREST  The
potential exists for a conflict of interest if Castle were to enter into any
management or similar contracts with a property in which an officer, director or
significant stockholder of Castle has a material financial interest.
 Although it is possible that this might occur, management has no plans to
enter into any such contract with any property in which an officer, director or
significant stockholder of Castle has a material financial interest.  In
any such situation, management will require that material terms and provisions
of any management contracts negotiated with affiliated entities to be no less
favorable than those that could have been negotiated at arms length.  F. COMPETITION AND COMPETITIVE POSITION IN THE INDUSTRY  The
executive officers and key employees of Castle possess substantial experience in
the hotel, resort and condominium management industry.  Management believes
that Castles sales and marketing, central accounting and administrative support
services meet or exceed the level of such services provided by its competitors.
 Management believes that Castle has a competitive advantage over its
principal competitors in that Castle focuses on providing cost effective
services, and is more flexible and responsive to the needs of the individual
owners of the properties it manages, than some of its competitors.  In
order to substantially increase its revenues and profits, Castle seeks to
acquire management contracts for additional properties.  However, the
management and marketing of hotels and resorts is very competitive, particularly
in Hawaii.  Castle competes with international, national, regional, and
local management companies, some of which have a larger network of locations,
greater financial resources, and brand name recognition.  Some of Castles
competitors have greater financial  Page
9   resources and/or may be more willing to assume risks inherent with
making investments in properties and/or incurring obligations, which Castle has
not done historically.  For these and numerous other reasons, there is no
assurance that Castle will be able to obtain management contracts for additional
properties on terms acceptable to Castle.  G. SOURCES AND PRINCIPAL SUPPLIERS  The
principal sources of the revenue generated by Castle for its clients and for
itself are generated through the on-line electronic distribution vendors,
wholesalers, tour operators, travel agents and Castles web site.  Castle
utilizes the major electronic distribution vendors and has numerous tour
operators and wholesalers under contract.  Castles contracts with these
distribution channels give these vendors the right to sell the hotel and resort
rooms in properties managed and/or marketed by Castle at rates that are
typically less than full rack rates.  These contracts are non-exclusive and
are typical of the industry.  Management believes, but no assurances can be
given, that Castle will continue to have access to such contracts and
relationships on terms and conditions satisfactory to Castle.  H. DEPENDENCE ON ONE OR A FEW CUSTOMERS  Castles management contracts vary in term from a few months to
several years, and over its history the Companys contracts have been renewed
consistently for many years.  Pursuant to Hawaiis condominium law, all
leases of property owned by the Association of Apartment Owners (such as the
front desk and other areas used in the operation of a rental program) are
terminable by the Association of Apartment Owners on sixty days notice.
 This requirement extends to Castle and all of its competitors operating in
Hawaii.  As a result of this requirement and for competitive
reasons, all of Castles management contracts (except for the Spencer on
Byron) contain terms, which provide for cancellation or termination within one
year or less. The loss of the property wide management contract for one or more
of the hotels or resorts managed by Castle could have a significant adverse
impact on Castles gross revenues and earnings.  Although management
believes that the number of properties, rooms and condominium units it manages
will increase substantially over time, no assurances can be given that the
number of such properties, rooms and condominium units will increase, and will
not decrease in any quarter, year or other period.  I.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS,ROYALTY AGREEMENTS, AND
LABOR CONTRACTS  Castle
does not have any material patents, trademarks, licenses, franchises,
concessions, or royalty agreements, the loss or expiration of which would have a
material adverse impact on Castle.  At
December 31, 2007, employees at one of the smaller properties managed by Castle,
which makes up less than one percent of the total rooms represented, were
subject to a union labor contract.  J. EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL
REGULATIONS ON THE BUSINESS  To the
best of managements knowledge, the products and services provided by Castle are
not subject to governmental approval except for health, liquor licensing, safety
and similar regulations of general applicability, which do not have a materially
adverse effect on its operations.  The promulgation of new laws, rules or
regulations detrimental to the visitor industry (including, but not limited to
those, regulating wages, benefits, pricing, taxes and/or financing) could have a
substantial impact on Castles business and profitability. Management is not
presently aware of any proposed laws, rules or regulations which would have a
materially adverse effect on Castles business or profitability.  Page
10    K. COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL
LAWS  To the
best of managements knowledge, Castle's products and services are not
materially affected by the presently existing environmental laws, rules and
regulations.  Management believes that the regulations related to hazardous
material and waste disposal can be complied with by services provided by local
governmental agencies or numerous private contract suppliers.  Castle is
not aware of any environmental claims pending or threatened against it, or
against the owners of the properties managed by Castle; however, no assurances
can be given that such a claim will not be asserted against Castle in the
future, or that Castles business or operations might not be affected by
additional or amended environmental laws, rules and/or regulations.  L. RESEARCH AND DEVELOPMENT  Castle
does not engage in any significant research or development activities.  M. EMPLOYEES  In the
majority of the properties managed by Castle, all of the property employees are
employees of Castle as agents for the owner, instead of being employed directly
by the property owner.  As of December 31, 2007, Castle had approximately
795 full time and 236 part time and casual employees.  The number and
categories in which these employees serve may vary significantly from month to
month, depending on the season.  Castle considers its relations with its
employees, and with employees of its clients whom it supervises to be
excellent.  N. SEASONAL AND OTHER FLUCATIONS IN BUSINESS  Tourism
in general is seasonal, though to a lesser extent in the State of Hawaii, where
tourism represents one of the principal industries year round.  Tourism in
Hawaii and Castles other markets is also affected by fluctuations in the number
and type of visitors to each of the markets in which Castle has contracts with
resort properties.  Such fluctuations affect occupancy, room rates or
average daily rate (ADR), the number of employees required for housekeeping
other services, as well as quarterly revenues, expenses and earnings.  The
percentage of Castles revenues and net profits earned in each quarter has
varied significantly from year to year in the past and is expected to vary
significantly from year to year in the future based on a number of factors which
are difficult to determine in advance.  Consequently, no assurance can be
given that the percentages of revenue and net profits earned by Castle in any
quarter of 2007 or any other quarter or year will be a reliable indicator of the
revenues or net profits Castle will earn in any future quarter or year.   RISK
FACTORS  Our
stock price may be depressed and our common stock may be thinly traded.  On
December 31, 2007, the common stock of the Company began trading on the OTC
Bulletin Board under the symbol CAGU for the first time since 2000.  Since
the commencement of trading, the stock has been very thinly traded. Prior to
this our existing stockholders have not had the opportunity to publicly sell the
common stock they own on a securities exchange or through a broker dealer since
2000.  We cannot assure you that these stockholders will not attempt to
sell their existing holdings at times or in such quantities or prices, that will
not exceed the demand for our common stock and/or which will not depress the
market price for our common stock.  Our revenues, income, market  Page
11   capitalization and the trading volume of our common stock may not
be sufficient to induce securities analysts to follow, analyze or recommend our
stock or to induce or allow institutional investors to purchase our common
stock.  The
following factors, among others, may cause the market price to significantly
increase or decrease: · any projections of revenues or income which we announce and/or
financial research analysts estimates (if any) of our revenues or earnings may
be inaccurate; · our annual or quarterly financial results may vary significantly
from quarter to quarter or from year to year, which variations may be greater
than those of our competitors; · conditions in the general economy, or the vacation and property
rental management or leisure and travel industries in particular are subject to
change for a variety of reasons; · unfavorable publicity about us or our industry; and · significant price and volume volatility in the stock market in
general for reasons unrelated to us.  We
may not be able to successfully complete our planned expansion.  We
intend to continue to expand the markets we serve and to increase the number of
properties we manage both within our current markets and within other geographic
areas weve targeted.  Expansion may occur in part, through the acquisition
of additional vacation rental and property management companies.  We may
also make investments in or incur other obligations in connection with the
acquisition of management contracts for other properties.  We cannot assure
you that we will be able to identify, acquire or profitably manage additional
properties or businesses which we could profitably manage or successfully
integrate acquired properties or businesses into our existing operations without
substantial costs, delays or other operational or financial problems.  It
is possible that competition may increase for properties or for companies that
we might seek to acquire.  There may be fewer acquisition opportunities
available to us than we anticipate and/or less favorable terms or increased
financial obligations, expenses and/or risks than we anticipate.  We may
also seek to acquire management contracts, properties or companies in
international locations that may subject Castle to additional risks associated
with doing business in such countries.  We continually review various
strategic acquisition opportunities and have held and continue to hold
discussions with a number of properties and/or companies, which are acquisition
candidates.  Acquisitions of properties or management companies also involve a
number of special risks, which could have a material adverse effect on our
business and financial results.  These risks include but are not limited to
the following:  · failure of acquired properties or companies to achieve expected
financial results; · diversion of managements attention; · failure to retain key personnel; · amortization of any acquired intangible assets; · increased potential for customer dissatisfaction or performance
problems of newly acquired properties or companies which may adversely affect
our reputation; and · fluctuations in the value of the currencies of foreign countries
in which we manage properties are difficult or impossible to predict or hedge
against and may adversely affect our earnings and/or cause our earnings to vary
significantly from prior periods and are difficult to forecast.  Page
12    We
are unlikely to collect the receivable owed to us by an affiliated company for
at least several years, if at all.  As more
fully set forth in Item 3 below, and in Notes 2 and 4 to Castles consolidated
financial statements, Hanalei Bay International Investors (HBII) owed Castle
$4,420,003 as of December 31, 2007.  HBII intended to pay that amount from
its share of proceeds owed to it pursuant to an agreement with Quintus (HBR),
LLC (HBR).  However, HBR disputed the amount that it was indebted to
HBII, and HBII filed a lawsuit to collect the amounts owed by HBR.
 Subsequent to the date of this report, HBII and Quintus Resorts, LLC
(Quintus), the parent company of HBR, entered into a settlement to resolve the
litigation by Quintus issuing a twenty percent (19.9%) membership interest in
Quintus to HBII or its designee, which included a preferred return as to the
first $6.2 million of future distributions of available cash flow.  Quintus
is the owner of a timeshare resort project in Genoa, Nevada, near Lake Tahoe.
 Quintus has not yet completed its financial statements for 2007 but
estimates that its net loss incurred in 2007 will eliminate all or virtually all
of its net equity as calculated according to generally accepted accounting
principles.  Quintus believes that the fair market value of its assets on a
going concern basis exceeds its liabilities by approximately $15,000,000;
according to Quintus projections, Quintus will earn up Quintus is projecting
cash flows of over $40,000,000 from the sale of time share intervals and/or real
property interests in its timeshare resort project over the next ten to fifteen
years.  Neither Quintus estimates as to the fair market value of its
assets nor its projections have been verified or reviewed by any independent
third party.  For at
least the next two or three years, Quintus will be required to use all of its
available cash flow to pay down the substantial indebtedness it incurred in
purchasing the resort.  Based on Quintuss financial projection, HBIIs
management believes that it is likely to receive in excess of $6,000,000 from
its ownership interest in Quintus and that it will utilize these funds to pay
its indebtedness to Castle.  In that the distributions from HBII will
likely not be realized for a number of years and are subject to uncertainty and
risks over which Castle has no control, there can be no assurance that Castle
will receive any distributions from HBIIs ownership interest in Quintus within
the next ten years, if at all.  In light of such uncertainties,as
required by Generally Accepted Accounting Principles (GAAP) the Company has established a reserve for
uncollectible amounts.  The Company recorded an expense during 2007 for
$954,459, and reduced additional paid in capital for $3,315,002 in providing for
the reserve.  In the fourth quarter the Company reversed $150,542 in
accrued Interest Income earned on the Note during 2007.  Our
business may be negatively affected if we are unable to manage our growth
effectively.  We plan
to continue to grow internally and through the acquisition of additional
management contracts and/or companies.  We will continue to expend
significant time and resources in expanding the existing operating companies and
in identifying, completing and integrating acquisitions.  We cannot assure
you that our systems, procedures and controls will be adequate to support our
operations as they expand.  Any future growth also will impose significant
added responsibilities on members of senior management, including the need to
identify, recruit and integrate new managers and executives. We cannot assure
you that we will be able to identify and retain such additional management.
 If we are unable to manage our growth efficiently and effectively, or we
are unable to attract and retain additional qualified management, it could have
a material adverse effect on our business and financial results.   Page
13   Business and financial results depend upon factors that affect
the vacation rental and property management industries.  Factors
such as the following could have a negative impact on our business and financial
results  · changes in general economic conditions, including the prospects
for improved performance in other parts of the world; · impact of war and terrorist activity (including threatened
terrorist activity) and heightened travel security measures instituted in
response thereto; · travelers fears of exposures to contagious diseases; · domestic and international political and geopolitical
conditions; · a downturn in the leisure and tourism industry; · decreases in the demand for hotel rooms and/or vacation properties
in the areas we serve and related lodging services, including a reduction in
business and leisure travel as a result of general economic conditions; · reduction in the demand and adverse changes in travel and vacation
patterns · an interruption of airline service, and/or the financial condition
of the airline industry and the impact on air travel; and, · adverse weather conditions or natural disasters, such as
hurricanes, tidal waves or tornados, and/or events such as terrorist attacks or
outbreaks of disease, or the threats thereof, which cause potential customers to
cancel their vacation or travel plans.  Our
business and operating results are seasonal.  The
travel and hospitality business is seasonal.  Our financial results have
been and will continue to be subject to quarterly fluctuations caused primarily
by the combination of seasonal variations and our revenue recognition policies.
 Our quarterly financial results may also be subject to fluctuations as a
result of the timing and cost of acquisitions, changes in relationships with
travel providers, extreme weather conditions or other factors affecting leisure
travel, and the vacation rental and property management industry.
 Unexpected variations in our quarterly financial results could adversely
affect the price of our common stock.  The
market for leisure and vacation many not continue to grow.  Although travel and tourism expenditures have generally increased
over the years, there have been, and there may be, years in which spending has
or will declined.  We cannot assure you that we or the total market for
hotel rooms and vacation property rentals in the areas we serve will continue to
experience growth.  Factors affecting our ability to continue to experience
internal growth include our ability to:  · maintain existing relationships with property owners; · expand the number of properties under management; · increase rental rates and/or occupancy; and · sustain continued demand for our rental inventory.  Our
operations are geographically concentrated in four areas.  We
manage properties that are significantly concentrated in Hawaii, New Zealand,
Thailand and Micronesia (Guam and Saipan).  Adverse events or conditions
which affect these areas in particular,  Page
14   such as economic recession, changes in regional travel patterns,
extreme weather conditions or natural disasters, would have a more significant
adverse effect on our operations than if our operations were more geographically
diverse.  Our
business depends on attracting and retaining highly capable management and
employees.  Our
business substantially depends on the efforts and relationships of our senior
management, and we will likely be dependent on senior management for obtaining
management contracts for additional properties or businesses acquired in the
future.  If any of our senior managers becomes unable or unwilling to
continue in his or her role, or if we are unable to attract and retain other
qualified employees, it could have a material adverse effect on our business and
financial results.  Although we have entered into long term employment
agreements with our two principal executive officers, we cannot assure you that
either these individuals or other members of senior management will continue in
his or her present capacity for any particular period of time.  Renewal of the Companys management contracts is important to
the success of our business.  Castles management contracts vary in term from a few months to
several years and over its history Castles contracts have been renewed
consistently for many years (see the table entitled Portfolio of Properties
under Management in Item 1B above).  Pursuant to Hawaii's condominium law,
all leases of property owned by the Association of Apartment Owners (such as the
front desk and other areas used in the operation of a rental program) are
cancelable by the Association of Apartment Owners on sixty days notice.
 This requirement extends to Castle and all of its competitors operating in
Hawaii.  As a result of this requirement and for competitive reasons, most
of Castles management contracts contain terms, which provide for cancellation
or termination within one year or less.  The loss of the property wide
management contract for one or more of the hotels or resorts managed by Castle
could have a significant adverse impact on Castles gross revenues and earnings.
 Although management believes that the number of properties, rooms and
condominium units it manages will increase substantially over time, no
assurances can be given that the number of such properties, rooms and
condominium units will increase and not decrease in any quarter, year or other
period.  There can be no assurances that Castle will be able to keep its
current portfolio of property contracts, or that Castle would be able to replace
any contracts terminated by the property owners.  Our
services may be rendered uncompetitive.  The
vacation rental and property management industry is highly competitive and has
low barriers to entry.  The industry has two distinct customer groups --
vacation property renters and vacation property owners.  We compete for
vacation property owners primarily (but not exclusively), with regional and
local vacation rental and property management companies located in our markets.
 Some of these competitors are affiliated with the owners or operators of
resorts where these competitors provide their services.  Certain of these
competitors may have lower cost structures and/or may provide their services at
lower rates.  We compete for vacation property renters and owners with
local competitors (including owners of similar properties who manage the units
themselves or through a realtor or other management company) who may have lower
cost structures and/or may be willing to rent their units at lower rates than we
can afford.  We also compete for vacation property renters and for vacation
property owners with regional, national and international management companies
who have more recognizable brand names, larger marketing budgets and have
advantages of marketing programs and relationships which are not available to
us.    ITEM
2. DESCRIPTION OF PROPERTY   Page
15   Castle leases office space for its principal executive offices.
The current lease is for the period from November 1, 2006, through October 31,
2008, at a monthly rental cost that averages $6,992 per month, plus the cost of
common area maintenance.  Castle has an option to renew the lease for an
additional five years at the then prevailing rental rates.  On
February 1, 2006, Castle leased additional office space.  The lease covers
the period from February 1, 2006, through February 28, 2008, at a monthly rental
cost of $6,200 per month, plus the cost of common areas maintenance.  In
2008, the Company extended the lease of this office through February 28,
2011.  In
July, 2001, Castle entered into lease agreements (in lieu of a traditional
management agreements) with each of the owners of approximately 250 investment
units the Spencer on Byron condominium project for the purpose of having those
units be part of the rental program at the Spencer on Byron Hotel.  The
leases are for a period of ten years expiring on July 18, 2011, and Castle has
the option to extend these leases for an additional 20 years.  Monthly
lease rent through 2011 is calculated as a percentage of the purchase price paid
by the original owner of each condominium.  On
December 24, 2004, the Company, through its wholly owned subsidiary NZ Castle
Resorts and Hotels Limited, entered into an agreement to purchase all of the
shares of Mocles Holdings Limited (Mocles), a New Zealand Corporation.
 Following are the significant provisions of this agreement (with
modifications according to a Deed of Variation dated April 15, 2005):  · Mocles owns the Podium levels (Podium) of the Spencer on Byron
Hotel in Auckland, New Zealand.  · The purchase price for Mocles was $7,455,213 (NZ$10,367,048), net
of imputed interest $1,164,699 (NZ$1,632,952).  The face value of the
purchase price was $8,619,912 (NZ$12,000,000).  · The purchase price is to be paid as follows:  1. Partial assignment of the Companys receivables from Hanalei Bay
International Investors (HBII) in the amount of US$3,018,000.  In the
event that this amount is not realized from HBII, the Company is obligated to
make up the difference by December 24, 2009. This date was subsequently extended
until December 24, 2010.  2. Monthly payments of the greater of NZ$20,000 (US$15,504), or
Surplus Profits defined as 50% of net profits calculated in accordance with New
Zealands Generally Accepted Accounting Principles or International Reporting
Standards.  3. The remaining balance is due December 24, 2009. Pursuant to an
extension agreement signed in March 2008.   If the Company is current
with its other obligations as set forth herein, the remaining balance will be
due on December 24, 2010.  Further, if the Company is current with its
other obligations as set forth herein and has paid not less than $7,183,260
toward the purchase price an additional six month extension is available.  4. As a result of the settlement between Quintus Resorts, LLC
described in Item 1C Subsequent Events above, it is unlikely that any proceeds
will be received from HBII prior to  Page
16   December 24, 2010.  This will likely require Castle to pay
the full amount owed in connection with the purchase of Mocles from borrowed
funds and/or its available cash at that time.  5. The Company may pursue refinancing of this debt at some point
prior to the due date using real estate based mortgage obligations or other
financing.  · At the time of purchase, Mocles had additional debts, namely:  1. Bank Mortgage  There is $2,273,502 payable to a bank which is
secured by the Podium.  The liability to the bank must be refinanced, paid
in full, or renegotiated to the extent that the current guarantors are released
from all obligations associated therewith, by December 31, 2009.  2. Advances from parties heretofore related to Mocles in the amount
of $1,509,768.  The entire amount is due and payable by December 31, 2010.
 There is no interest associated with this liability.  · The purchase price is deemed to be satisfied in part by NZ Castle
procuring repayment of Mocles additional debts.  After NZ Castle has
procured repayment of the additional debts by or on behalf of Mocles, the total
payable to the seller of the Mocles shares under 1 and 2 above is
$4,836,642.  · Mocles shares are being held legally by the seller of such shares
until such time as all obligations associated with this transaction are
satisfied.  · An amount equal to the interest payable by Mocles to the bank is
to be paid annually into Mocles by the Company as rental for the Podium.  · A replacement fund is to be established from 50% of the net
profits from the operation of the Podium, until such time as there is NZ$175,000
(US$135,660) regularly available for the replacement of furniture, fixtures and
equipment installed in the Podium.  The fund must be expended and cannot be
accumulated.    ITEM
3. LEGAL PROCEEDINGS  As more
fully set forth in Item 3 below, and in Notes 2 and 4 to Castles consolidated
financial statements, Hanalei Bay International Investors (HBII) owed Castle
$4,420,003 as of December 31, 2007.  HBII intended to pay that amount from
its share of proceeds owed to it pursuant to an agreement with Quintus (HBR),
LLC (HBR).  However, HBR disputed the amount that it was indebted to
HBII, and HBII filed a lawsuit to collect the amounts owed by HBR.
 Subsequent to the date of this report, HBII and Quintus Resorts, LLC
(Quintus), the parent company of HBR, entered into a settlement to resolve the
litigation by Quintus issuing a twenty percent (19.9%) membership interest in
Quintus to HBII or its designee, which included a preferred return as to the
first $6.2 million of future distributions of available cash flow.  Quintus
is the owner of a timeshare resort project in Genoa, Nevada, near Lake Tahoe.
 Quintus has not yet completed its financial statements for 2007 but
estimates that its net loss incurred in 2007 will eliminate all or virtually all
of its net equity as calculated according to generally accepted accounting
principles.  Quintus believes that the fair market value of its assets on a
going concern basis exceeds its liabilities by approximately $15,000,000;
according to Quintus projections, Quintus is projecting  Page
17   cash flows of over $40,000,000 from the sale of time share
intervals and/or real property interests in its timeshare resort project over
the next ten to fifteen years.  Neither Quintus estimates as to the fair
market value of its assets nor its projections have been verified or reviewed by
any independent third party.  For at
least the next two or three years, Quintus will be required to use all of its
available cash flow to pay down the substantial indebtedness it incurred in
purchasing the resort.  Based on Quintuss financial projection, HBIIs
management believes that it is likely to receive in excess of $6,000,000 from
its ownership interest in Quintus and that it will utilize these funds to pay
its indebtedness to Castle.  In that the distributions from HBII will
likely not be realized for a number of years and are subject to uncertainty and
risks over which Castle has no control, there can be no assurance that Castle
will receive any distributions from HBIIs ownership interest in Quintus within
the next ten years, if at all.  In light of such uncertainties,as
required by Generally Accepted Accounting Principles (GAAP) the Company has established a reserve for
uncollectible amounts.  The Company recorded an expense during 2007 for
$954,459, and reduced additional paid in capital for $3,315,002 in providing for
the reserve.  In the fourth quarter the Company reversed $150,542 in
accrued Interest Income earned on the Note during 2007.    ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  No
matter was submitted to a vote of the security holders of record during 2007.    PART
II    ITEM 5.
 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES  MARKET INFORMATION  Castles common stock was approved for trading on the OTC Bulletin
Board on December 27, 2007 under the trading symbol CAGU.  During 2007, the
stock traded for only one day, on December 31, 2007 and its closing price on
that day was $1.01 per share. Prior to that time it traded sporadically on the
pink sheets. The OTC Bulletin Board is an over the counter market quotation
system and as such, all stock prices reflect as noted by the system are
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions.  Price Range of
Common Stock  The price range per
share of common stock presented below represents the highest and lowest sales
prices for the Company's common stock on OTC Bulletin Board during each quarter
of the two most recent fiscal years.  Fourth Quarter

Third Quarter

Second Quarter

First QuarterFiscal 2007 price range per common share

$
$1.01 - $0.35

$
None

$
None

$
None  HOLDERS  There
were approximately 280 owners of record of Castles common stock as of March 31,
2008.   Page
18   DIVIDENDS  Castle
has not paid any dividends with respect to its common stock, and does not intend
to pay dividends on its common stock in the foreseeable future.  As more
fully described in Note 7 to Castles consolidated financial statements included
herein, in 1999 and 2000, the Company issued a total of 11,050 shares of $100
par value redeemable preferred stock.  Dividends are cumulative from the
date of original issue and are payable semi-annually, when, and if declared by
the board of directors beginning July 15, 1999, at a rate of $7.50 per annum,
per share.  At December 31, 2007, undeclared and unpaid dividends on these
shares totaled $704,233 or $63.73 per preferred share.  These dividends are
not accrued as a liability, since no dividends have been declared.  Castle
cannot pay dividends on its common stock until it declares and pays the
dividends on its preferred stock.  It is the present intention of
management to utilize all available funds for the development and expansion of
Castles business, rather than for common stock dividend payments.  Castle
does not have a stock option or other equity compensation plan in place at this
time.  SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS  Castle
does not have any equity compensation plans and as such no securities have been
authorized for issuance subject to such a plan.  Recent Sales of Unregistered Securities  During
the last three years, we issued the following unregistered securities:  During
the year ended December 31, 2005, Castle issued 100,000 shares of  common
stock that were restricted securities as defined in Rule 144 of the Securities
and Exchange Commission as compensation to an unrelated party for services that
had been rendered for $2,000. This value approximated the fair value of the
services that were rendered, as well as the fair value of the shares on the
issuance date given the stocks trading range in the prior six months. Castle
issued all of these securities to persons who were accredited investors or
sophisticated investors, as those terms are defined in Regulation D of the
Securities and Exchange Commission; and each such person had prior access to all
material information about us.  We believe that the offer and sale of these
securities were exempt from the registration requirements of the Securities Act
of 1933, as amended (the Securities Act), pursuant to Sections 4(2) and 4(6)
thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission.
Sales to accredited investors are preempted from state regulation.  During
2006, Castle voided 900,000 shares of common stock.  The shares were issued
as part of a compromise agreement reached in 2001 with the developer of a hotel
that Castle previously leased. As a result of a final settlement agreement
occurring in 2007, between Castle and the hotel developer, the compromise
agreement signed in 2001 was rescinded, and therefore, Castle voided the 900,000
shares that were previously issued.  During
2007 there were no issuances of unregistered securities.  Use
of Proceeds of Registered Securities  There
were no proceeds received by Castle from the sale of registered securities
during the 12 months ending December 31, 2007.  Page
19    Purchases of Equity Securities by Us and Affiliated
Purchasers  There
were no Purchases of Equity Securities or Affiliated Purchasers during the 12
months ending December 31, 2007.  Smaller Reporting Company  Regulation S-K of the Securities and Exchange Commission defines
the information and financial requirements of a Smaller Reporting Company,
defined to be an issuer that has a public float of less than $75 million as of
the last business day of its most recently completed second fiscal quarter.
 We are deemed to be a Smaller Reporting Company.  The
Securities and Exchange Commission, state securities commissions and the North
American Securities Administrators Association, Inc. (NASAA) have expressed an
interest in adopting policies that will streamline the registration process and
make it easier for a smaller reporting company to have access to the public
capital markets.    ITEM 6.
 MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  Certain
statements contained in Managements Discussion and Analysis of Financial
Condition and Results of Operations and Plan of Operations including
statements regarding the anticipated development and expansion of Castles
business, the intent, belief or current expectations of the performance of
Castle, and the products and/or services it expects to offer and other
statements contained herein regarding matters that are not historical facts, are
forward-looking statements.  Because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.  Factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the factors set
forth in Managements Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operations.  Factors
that may affect forward- looking statements include a wide range of factors that
could materially affect future developments and performance, including the
following:Changes in company-wide strategies, which may result in
changes in the types or mix of businesses in which Castle is involved or chooses
to invest; changes in U.S., global or regional economic conditions, changes in
U.S. and global financial and equity markets, including significant interest
rate fluctuations, which may impede Castles access to, or increase the cost of,
external financing for its operations and investments; increased competitive
pressures, both domestically and internationally, legal and regulatory
developments, such as regulatory actions affecting environmental activities, the
imposition by foreign countries of trade restrictions and changes in
international tax laws or currency controls; adverse weather conditions or
natural disasters, such as hurricanes and earthquakes, labor disputes, which may
lead to increased costs or disruption of operations.  This list of factors
that may affect future performance and the accuracy of forward-looking
statements are illustrative, but by no means exhaustive.  Accordingly, all
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.  Page
20   Managements Discussion and Analysis of Financial Condition and
Results of Operations.  General  Castle
is a hospitality and hotel management company that prides itself on its ability
to be both Flexible and Focused, the Companys operations motto.
 Flexible, to meet the specific needs of property owners and condo owners
at the properties that it manages; Focused, in its efforts to achieve enhanced
rental income and profitability for those owners.  Castle earns its
revenues by providing several types of services to property owners including,
hotel and resort management and operations; reservations staffing and
operations; sales and marketing; and accounting.  In addition, Castle
provides design services to properties that are furnishing, refurnishing or
remodeling, as well as, pre-opening technical services for new hotel and resort
properties being planned or under construction. Castles revenues are derived
primarily from two sources: (1) the rental of hotel rooms and condominium
accommodations; and food and beverage sales at the properties it manages and;
(2) fees paid for services it provides to property owners.  Castle also
derives revenues from commissions and incentive payments, based on sales and
performance criteria at each property.  Corporate Culture  Castles corporate culture has been internally branded as F
& F, which means Flexibility and Focus. The
organization and infrastructure is solid; and designed for maximum flexibility
to react to any and all marketplace dynamics; while at the same time, allowing
us to remain focused on our objectives and overall strategy without losing focus
or perspective.  Castles marketing efforts are focused toward potential guests for
those properties that Castle manages. Castle does not own any hotels or resorts
of its own; however it has made an investment in the property that it manages in
New Zealand.  Marketing is done through a variety of distribution channels
including direct Internet sales, wholesalers, online and traditional travel
agencies and group tour operators.  Recently, Castle has expanded its sales
and marketing staff and implemented a redesign of its interactive web site
(www.Castleresorts.com).  Unlike many other hotel and resort operators,
Castle does not market the properties it manages under the Castle brand.
 Instead of emphasizing the Flag or chain name, the Companys strategy is
to promote the name and reputation of the individual properties under
management. Castle believes that this allows the consumer to better choose the
specific type of vacation experience desired based upon the specific attributes
of the property selected.  Marketing Strategy  Most of
our marketing efforts are focused towards acquiring and retaining guests for the
properties we manage. Castle does not own any hotels or resorts; however, it has
made an investment in the property that it manages in New Zealand. Marketing is
done through a variety of distribution channels including direct Internet sales,
wholesalers, online and traditional travel agencies and group tour operators.
 Recently, Castle has expanded its sales and marketing staff and
implemented a redesign of its interactive web site (www.Castleresorts.com).
 Unlike many other hotel and resort operators, we do not market the
properties we manage under the Castle brand. Instead of emphasizing the Flag
or chain name, Castles strategy is to promote the name and reputation of the
individual properties under management.  We believe that this allows the
consumer to better choose the specific type of vacation experience desired based
upon the specific attributes of the property selected.   Page
21   We recently launched our redesigned website which has a customized
proprietary booking engine and intuitive functionality, that we believe sets us
apart from our competitors.   Our website (CastleResorts.com) offers
state-of-the-art functionalities, user-friendly navigation, interactive features
and rich content, while offering attractive rates and a travel booking engine
that can handle rate conversions for over 100 foreign currencies. Castles
proprietary online booking engine supports a dynamic pricing model which
maximizes revenues for all of our properties under management.  We intend
to continue to invest in optimizing our on-line presence directed specifically
towards our own website, since revenue derived through our own branded website
yields a higher margin utilizing retail rates.  Castle
supports its online presence with its own full service, 7 day a week reservation
call center that provides a wide range of services from tour reservation
processing and rooms control, to handling group bookings.  The reservation
center electronically connects resort property inventory and rates to the four
major Global Distribution Systems (GDS). This connectivity displays rates and
inventory of Castles properties to over 500,000 travel agents worldwide as well
as Internet connectivity to over 1,200 travel websites worldwide.  For
customer convenience, we offer direct to consumer online booking reservations of
guest rooms at resort and condominium properties under contract and also
vacation packages with attractions and activities related to our hotels and
condominiums through Castles interactive web site at www.CastleResorts.com.  Diversity  Castle
has a diverse portfolio of properties located in desired island resort
destinations throughout the Pacific Region and beyond.  We represent 26
hotels, resort condominiums, luxury villas and lodging accommodations throughout
Hawaii, Micronesia, New Zealand and Thailand.  In
Hawaii, Castle is the only lodging chain that represents properties on the five
major Hawaiian Islands of Oahu/Waikiki, Maui, Kauai, Molokai and Hawaii, which
allows customers the option to island-hop, and provides Castle cross-selling
opportunities.  Our Honolulu headquarters serves as the epicenter for
international operations in Saipan, Guam, New Zealand and in Thailand, and
positions us for expansion in Southeast Asia as well as throughout the Pacific.
 Our diverse destinations offer customers the opportunity to discover new
experiences and varying cultures.  Castle
offers a wide range of accommodations at various price points from exclusive
private villas, full-service all-suites hotels, oceanfront resort condominiums,
to modestly priced hotels with up to 600 guest rooms.  Our collection of
all-suites condominium resorts, hotels, villas, lodges and vacation rentals
allows customers to select the best accommodation to suit their individual style
and budget.  Our
ability to deliver consistent financial returns to our property owners
demonstrates Castles competency in managing and marketing a wide range of
accommodations to our customers via multiple channels of distribution.  Brand Strategy  Each
property Castle manages is individually branded in order to extract maximum
value from its strengths.  The Castle brand stays in the background and our
focus is on marketing the uniqueness of each property, while satisfying the
needs and expectations of our owners.  Each property we manage maintains
its own brand identity and personality, while utilizing the Castle advantage of
our powerful  Page
22   marketing resources, channel distribution, resort management
expertise, industry partnerships and networks.  Castles brand strategy is one of the areas that clearly
differentiate us from the high profile branded hospitality companies.  When
a hotel owner or developer is considering contracting a large worldwide
hospitality company for possible hotel management, there are several
considerations that must be assessed.  With major worldwide brands, usually
come the high costs that the owner must bear to sustain the expensive marketing
and operational expense that the brand demands to offset their marketing costs.
 There are also some tangible differences from the guests or customers
perspective as well.  At Castle, we believe that one size does not fit
all.  Castle
markets each property with its own independent brand identity and deploys
customized marketing programs to fit the specific demographics attracted to each
of our properties.  Through our brand building efforts, we begin the
process of positioning each of our resort brands to our key market segments,
niche targeted customers and distribution channels.  We also
do not flag our properties with the Castle name.  The advantages of doing
so are several.  There is a high demand for the independent smaller
boutique hotels and condominiums, as travelers favor a more individualized and
unique travel experience.  This ongoing trend towards smaller, independent
hotels, as opposed to the familiar mid-range chains, is not only occurring in
Hawaii, but seen throughout the world tourism marketplace.  This increased
demand is fueled by the following travelers expectations:  · Seeking
personalized recognition, attention, and service. · Desiring
hotel and condominium accommodations that impart a sense of place and provides a
unique guest experience. · Demanding
quality and personalized service, which creates high retention and repeat
customers.  Marketing Programs and Promotions  Castle
has implemented numerous marketing programs and promotions directed towards both
the consumer and trade markets to generate incremental revenue and market
loyalty for the individual properties.  We have developed a wide range of
programs designed specifically to reflect the unique attributes of each of our
resort properties, while providing various incentives.  At any given time,
we may have up to 50 ongoing marketing programs and promotions in place, some of
which are seasonal to drive incremental room night revenues during valley or
shoulder periods and some of which are ongoing throughout the year.  Below
is a sampling of several ongoing marketing programs and promotions currently in
place:  Castles Best Rate Guarantee: The Castle Best Rate
Guarantee program is a signature Castle program which assures customers they
will always be guaranteed the best pricing via the Internet.  This ensures
that our distribution partners, particularly the online travel agencies, do not
undercut our retail pricing in the marketplace.   If qualified, the
customer receives the best rate along with a category upgrade, late checkout
privileges, and other benefits such as waiving the full advance payment and the
ability to modify or cancel without penalty.  Castle Advantage: The Castle Advantage program provides
those aged 50 years and up, special discounted programs and rates.  Baby
boomers enjoy traveling and are an excellent target audience, as they have both
the time and money to explore the type of destination experiences Castle
offers.  Page
23    Tanks Hawaii:Local resident business is pursued
year-round, particularly during the slower seasons when inbound travel slows and
rooms are more readily available at discounted rates.  Each destination
actively targets this market whether in Guam, New Zealand for holiday periods or
year-round in Hawaii.  The benefit to Castle is that the local residents
will recommend Castle to incoming friends, family and business associates in the
destinations that Castle serves.  In Hawaii, the seasonal Tanks Hawaii
program is offered, which includes accommodations at a preferred Castle
property, rental car and a free tank of gas.  We also
have specialized marketing packages aimed at specific audiences such as our
frequent flyer programs with Hawaiian Airlines, Aloha Airlines and Japan
Airlines.  Mileage points are awarded for stays at Castle properties and
additional promotional opportunities are provided by these select airlines.
 Additionally, we offer  benefits programs and discounts targeted
towards the baby boomers known as the new seniors for those aged 50 years and
up; the military, government employees, business travelers, industry personnel
and membership organizations, Castle provides bonus incentives to travel agents
for referrals, industry discounts to airline employees and travel agents, and
specially discounted rates are offered to members of clubs and associations with
thousands of members such as AAA, Entertainment and Quest, to name a few.  Guest Relations and Quality Assurance  Rather
than a generic approach to the guest experience, Castle provides customized
guest relations programs that focus on the uniqueness of each resort property
and the host culture.  Each aspect of the guest touch points is given
careful consideration from the welcome through to the farewell, as well as the
in-room experience.  Castles Guest Relations Committee along with the
feedback from each properties staff and owners, customizes the program;
establishes standards; provides staff training; conducts periodic inspections
and on-going basis reviews; all of which evolves the program for continual
improvement.  This effort is driven from within our operations team and the
primary objective is to positively differentiate the Castle guests experience,
from its competitors. Castles quality assurance program helps monitor and
ensure that we deliver the highest level of service.  Our guest
satisfaction program gives us the feedback from the guests perspective, which
is reflected in our hospitality report card.  Utilizing a third-party
research and polling firm, we are able to benchmark our service levels and
compare them to Castles aggregate.  We share the quarterly reports with
our owners and use this quantifiable data to help us determine what areas we are
doing well in and what areas need attention.  This guest satisfaction
program is tied into the general managers responsibilities and bonus plan.
 As a hotel management company, our guest satisfaction is our highest
priority and focus, alongside with our owners satisfaction and favorable
financial returns.  Growth Strategy  The
majority of the properties presently managed by Castle are located within the
state of Hawaii.  In addition, Castle manages properties in New Zealand,
Guam, Micronesia, and most recently in Thailand.  We believe that there are
significant opportunities to expand Castles operations both in the markets it
currently serves, as well as other Pacific Basin and Asian vacation destinations
including Vietnam.  Consequently over the last several quarters we have
announced new key management appointments and promotions as part of our
strategic plan to position Castle for significant growth within our current
markets and to capitalize on the emerging growth opportunities particularly
within the Asian markets.  In 2007, Castle formed its Thailand division to
support its new business initiatives in Thailand.   Page
24   Also as a part of our growth initiatives, we have formed an
experienced acquisition team and have engaged in strategic alliances with
various hospitality development companies and prominent investment banks, who
wish to team up with us in pursuing growth opportunities within our key targeted
markets.Significant opportunities for Castle to obtain additional
contracts within the State of Hawaii are also available to us due to a myriad of
factors that include sales of properties, foreclosures, underperformance, and
dissatisfaction with the current management of our competitors.  As part
of Castles strategies to secure long term, multi- year management contracts,
from time to time, we have found it advantageous to purchase or lease selected
real property within a resort or condominium project.   This occurred
in 2004, when Castles wholly owned subsidiary, NZ Castle Resorts and Hotels
Limited, entered into an agreement to purchase all of the shares of Mocles
Holdings Limited (Mocles), a New Zealand Corporation.  Mocles owns the
Podium levels (Podium) of the Spencer on Byron Hotel in Auckland, New Zealand,
which includes the front desk, restaurant, bar, ballroom, board room, conference
rooms, back of the house facilities and other areas necessary for the hotels
operation.  Through our ownership of the Podium and a multi-year management
contract for the Spencer on Byron hotel, Castle is assured of ongoing revenues
in future years from this property.  RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2007 and
2006  The
financial statements presented for the year ended December 31, 2006 have been
adjusted to reflect a change in the accounting methodology which the Company has
adopted.  The Company previously recorded Management and Service Fees
from its properties that were operated under a Gross Contract as described
above, and an offsetting amount was recorded as an expense under Property
operating expenses.  The Company adopted a change in the accounting for
these fees and expenses, and the financial statements for the year ended
December 31, 2006 have been adjusted by reducing both Management & Service
revenues and Payroll & Office Expense by $1,566,171, which reflects the
amount of Management & Service fees that were recorded for properties
operated under a Gross Contact.  The
Company believes that this method properly allocates the corporate office
overhead costs to the Gross Contract properties. Corporate overhead costs for
management, sales & marketing, reservations and accounting expenses are
allocated to the properties operated under a Gross contract, providing a more
accurate measurement of the profitability of these contracts since the
associated expenses of operations will be properly matched with the revenues
produced by the property operation.  The
adjustment did not affect net income, operating income, EBITDA or any balance
sheet accounts.  Revenues  For the
years ended December 31, 2007 and 2006, Castle had total revenues of $21,026,079
and $19,505,585 respectively, representing an increase of $1,520,494 or 8%
 in 2007 as compared to 2006.  This increase in revenue includes a
$1.1 million or 6% increase in Revenues Attributed from Properties i.e. Gross
Contracts.  The increase is primarily a result of $1.1 million from changes
in the exchange rate between the US and New Zealand Dollar for revenues
recognized from the Spencer on Byron hotel in New Zealand.  In addition,
Management and Service revenues increased by $385,507 or 21% between 2006 and
2007 primarily as a result of revenues recognized during 2007 for the new
contracts that Castle signed in mid 2007.   Page
25   Costs and Expenses  Total
operating expenses were $21,972,232 and $18,437,851 for the years ended December
31, 2007 and 2006 representing a year over year increase of $3,534,380 or 19%.
 Property Expenses increased $1.3 million for Gross Contracts which was
primarily caused by the fluctuation in exchange rate between the US dollar and
the New Zealand dollar during 2007 as compared to 2006.  In addition,
payroll and office expenses increased by $555,013, or 33% as the Company
increased staffing and administrative services to accommodate the additional
property management contracts signed in 2007 and to enhance its reservations and
technology platform.  Further, the Company incurred additional expenses of
$681,137 primarily relating to two strategic initiatives during 2007.
 First, the Company incurred travel, legal and administrative costs related
to establishing a subsidiary operating company in Thailand.  This effort
was successful in that the Company signed contracts with and began to operate
under contract with the Katamanda Villas in Phuket Thailand in October 2007 and
the Baan Talig Nam in Koh Samui Thailand in December 2007.  The Company
expects revenues and profits from these and additional contracts in Thailand in
the coming years to far exceed the start up costs incurred in 2007. Secondly,
the Company incurred legal, consulting, accounting, and  related costs
associated with bringing the Companys SEC filings current which allowed the
Companys common stock to begin actively trading.  This effort was
successful in that the stock was approved for trading on December 27, 2007.
 The Company believes that this initiative will allow the Companys
shareholders additional visibility into the Companys operations, strategies and
over time increase the value and liquidity of the common stock.  In
addition, the Company recognized an expense of $954,459 as part of an
adjustment in the carrying value of the receivable from HBII as a result of the
settlement of legal matters between the current timeshare developers of
 Hanalei Bay Resort and HBII.  (See notes 2 and 4  to the
Companys financial statements)  The
following table summarizes the revenues and operating expenses for the calendar
years 2007 and 2006:  THE CASTLE GROUP, INC.
STATEMENT OF OPERATIONS(In Thousands)Revenues:Revenue Attributed from
Properties
$
18,408
$
17,315Management services and other
income

2,618

2,191Total Revenues

21,026

19,506Operating ExpensesProperty operating expenses

17,354

16,023Payroll & Office Expenses

2,239

1,684Administrative & General
Expenses

2,171

535Total Operating Expenses for EBITDA
purposes

21,764

18,242EBITDA(1)
$
(738)
$
1,264Depreciation

208

196Net interest expense

542

338Income Taxes

(371)

358Net Income (Loss)
$
(1,117)
$
372Foreign Currency Adjustments

221

(34)Total Comprehensive Income
$
(896)
$
338  (1)EBITDA -
Earnings before interest, income taxes, depreciation, income taxes, and
amortization   Page
26   For the year 2007 as compared to 2006, Total Revenues attributed
from Properties increased by $1,092,674 or 6%.  Castles New Zealand
operation provided $820,063 of this increase as measured in US Dollars.
 The effect of the change in exchange rates experienced between 2006 and
2007 resulted in an increase in year over year revenues from the New Zealand
operations of $1,099,504 as measured in US dollars.  Revenues attributed
from properties in Hawaii increased by $272,611 in 2007 as compared to 2006 as
revenues from properties added late in 2006 were recognized for the full year in
2007.  Comparing 2007 to 2006, property expenses increased by $1,331,110,
or 8% as Castles New Zealand operation experienced a $1,031,904, or 13%
increase in operating expenses as measured in US Dollars. Without the effect of
the strengthening of the New Zealand Dollar, Property Expenses at the New
Zealand operation would have decreased by $66,584 a result of slightly fewer
guest stays during 2007 as compared to 2006.  Property expenses in Hawaii
increased by $299,206 due to the costs of managing two of the twenty properties
in the portfolio for a full year in 2007 as compared to partial years in 2006.  Management and Service income is usually charged by Castle based
on a percentage of gross revenues or fixed fee basis for services contracted in
this way.  Management and Service Income for 2007 increased by $385,507, or
21% compared to 2006.  This increase is primarily the result of fees from
the 6 new properties which were contracted during the latter part of 2007.
Castle received incremental fees from the Ocean Resort Hotel in Hawaii and Hotel
Santa Fe in Guam and the Katamanda Villas in Thailand during the third quarter
of 2007.  In addition, fees from the Maile Sky Court, Baan Taling Ngam and
Queen Kapiolani Hotel began being recorded during the fourth quarter.  Other
income increased by $42,312 or 13% during 2007 as compared to 2006 due to
incremental fees and design projects undertaken in 2007.  Comparing 2007 and 2006, payroll and office expenses increased by
$555,013 or 33% as Castle added operational positions to improve the services
provided by the additional properties contracts and the previously existing
portfolio of properties under contract.  Staffing levels in the areas of
reservations, sales and marketing, accounting and finance, and infrastructure
and technology were increased in 2007 in response to the growth in the number of
units under contract, the anticipated geographical expansion of the Company in
2007 and continued expected growth in the future.  Administrative and general expenses increased by a total of
$1,635,597 or 301% in 2007 from 2006 levels.  $681,137 of this increase
relates primarily to two strategic initiatives during 2007.  First, the
Company incurred travel, legal and administrative costs related to establishing
a subsidiary operating company in Thailand.  Secondly, the company incurred
legal, consulting, accounting and related costs associated with bringing the
companys SEC filings current which allowed the companys common stock to begin
actively trading. Both of these initiatives were successful during 2007.
 In addition, the Company recognized an expense of $954,459as part of an adjustment in
the carrying value of the receivable from HBII as a result of the legal
settlement between the current timeshare developers of Hanalei Bay Resort and
HBII.  (See notes 2 and 4  to the Companys financial statements)  EBITDA
reflects the Companys earnings without the effect of depreciation, interest
income or expense or taxes.  Castles management believes that EBITDA is a
good alternative indicator of the Companys financial performance, because it
removes the effects of non-cash depreciation and amortization of assets as well
as the fluctuations of interest costs based on Castles borrowing history along
with increases and decreases in tax expense brought about by changes in the
provision for future tax effects rather than current income.  A comparison
of EBITDA and Net Income is shown  Page
27   below.  For the year ended 2007, EBITDA was ($737,515)
compared to $1,263,711 for 2006.  This reflects a decrease of $1,046,767
from operations for 2007 as compared to 2006 due to strategic investments which
the Company made to establish a subsidiary in Thailand and to bring the
Companys SEC filings current and achieve approval for the Companys common
stock to begin trading on the OTC:BB.  In addition EBITDA decreased by an
additional $954,459as a result
of the recognition of an adjustment in the carrying value of the receivable from
HBII as a result of the settlement of legal matters between the current
timeshare developers of Hanalei Bay Resort and HBII. (See notes 2 and 4 to the
Companys financial statements)  Comparison of Net Income to EBITDA:   2007
2006Net Income

( $
 1,117)
$
    372Add Back:Income Taxes

(371)
358Net interest expense

542
338Depreciation

208
196EBITDA

($
    738)
$
 1,264  Depreciation expense in 2007 increased by $12,660 when compared to
2006, due to a slight increase in depreciable assets as compared to the prior
year and a weakening US Dollar as compared to the NZ Dollar.  Net
interest expense for 2007 increased by $204,347, or 60% compared to 2006 due to
a decrease in the amount of interest income recognized on the note receivable
from HBII during 2007 as compared to 2006, financing of the payments made to
Manhattan Guam, and the effects of the New Zealand exchange rate on interest
expense incurred in New Zealand  Income
tax expense for 2007 decreased by $729,160 when compared to 2006 due to a
decrease of the tax provision related to a decrease in the taxable income for
the year as compared to the prior year  Net
Loss for the year ended December 31, 2007, was $1,117,118, a change of
 $1,489,074 compared to the Net Profit of $372,000 for the year ended
December 31, 2006.  Other
Borrowings  Until
2006, Castle met its financial obligations primarily through operating cash flow
and borrowings from related parties.  In November, 2006, Castle obtained a
term loan for $600,000 and lines of credit totaling $400,000 with a local bank,
with the proceeds of the term loan being used to pay a debt to the former owner
of the Podium at the Spencer on Byron, and the lines of credit available for use
to provide working capital in connection with Castles present and newly
acquired management contracts and for the purchase of equipment.  The
Company drew funds under the line of credit with a local bank for $100,000 as of
December 31, 2007.  In 2008, the Company increased its total line of credit
with the local bank from $400,000 to $850,000 consisting of a working capital
line of credit of $500,000 and an equipment lease line of credit in the amount
of $350,000.  In
December of 2007, as part of the Company acquiring a new hotel management
agreement, the Company allowed the hotel owner to purchase computer hardware
using the Companys equipment lease line of credit in the amount of $76,501.
 The hotel owner shall be responsible for making the  Page
28   operating lease payments to the bank, and also agreed to assume,
refinance, or retire the lease should the management agreement between the
Company and the hotel be terminated.  Based
on future operating forecasts and financing plans, the Companys management
believes that Castle will have sufficient cash flows for its business operations
during calendar 2008.  Off-Balance Sheet Arrangements  There
are no off balance sheet arrangements as of December 31, 2007.  Foreign Currency  The
U.S. dollar is the functional currency of our consolidated entities operating in
the United States. The functional currency for our consolidated entities
operating outside of the United States is generally the currency of the country
in which the entity primarily generates and expends cash.  For consolidated
entities whose functional currency is not the U.S. dollar, Castle translates its
financial statements into U.S. dollars.  Assets and liabilities are
translated at the exchange rate in effect as of the financial statement date,
and results of operations are translated using the weighted average exchange
rate for the period. Translation adjustments from foreign exchange are included
as a separate component of stockholders equity.    ITEM
7.  FINANCIAL STATEMENTS  The Castle Group, Inc. and Subsidiaries Table of Contents    Report of
Independent Registered Public Accounting Firm
Page 30Consolidated
Balance Sheets  December 31, 2007 and 2006
Page 31Consolidated
Statements of Operations and Comprehensive Income (Loss) -  Years
Ending December 31, 2007 and 2006
Page 32Consolidated
Statements of Cash Flows  Years Ending December 31, 2007 and 2006
Page 33Consolidated
Statements of Stockholders Equity (Deficit) - Years Ending December 31,
2007 and 2006
Page 34Notes to
Consolidated Financial Statements
Pages 35-51   Page
29    REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The
Board of Directors and Shareholders The
Castle Group, Inc. and Subsidiaries  We have audited the accompanying consolidated balance sheets of
The Castle Group,  Inc. and  Subsidiaries  as of  December
 31,  2007 and 2006, and the related consolidated statements of
operations and comprehensive income, stockholders equity (deficit),  and
cash flows for the years ended  December  31, 2007 and 2006.
 These financial statements are the responsibility of the Companys
management.  Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  Our
audit included consideration of internal  control over financial reporting
as a basis for designing  audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting.
 Accordingly, we express no such opinion.  An audit also includes
examining, on a test basis, evidence supporting the  amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement  presentation.  We believe that our audit
provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The Castle Group,
Inc. and Subsidiaries as of December 31, 2007 and 2006, and the results of
operations  and cash flows  for the years ended  December 31,
2007 and 2006, in conformity with accounting principles generally accepted in
the United States of America. /s/Mantyla McReynolds LLC Mantyla
McReynolds LLC Salt
Lake City, Utah March
20, 2008            Page
30    THE
CASTLE GROUP INC.CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2007 & 2006ASSETS2007
2006Current
AssetsCash
and cash equivalents



$
        494,089
$
       1,100,302Accounts
receivable, net of allowance for bad debts


3,262,058
2,548,529Deferred
tax asset



642,000
130,000Prepaid
and other current assets



339,620
273,773Total Current
Assets



4,737,767
4,052,604Property plant
& equipment, net



8,050,563
7,420,726Goodwill




54,726
54,726Deposits




28,070
28,070Restricted
cash




163,157
363,215Deferred tax
asset




1,319,475
1,460,127Note Receivable
- related party, net of allowance for bad debts

0
4,269,151TOTAL
ASSETS




$
14,353,758
$
17,648,619LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current
LiabilitiesAccounts
payable



$
3,489,311
$
2,450,453Deposits
payable




386,359
429,164Current
portion of long term debt



1,308,262
1,144,715Current
portion of long term debt to related parties


110,850
35,250Accrued
salaries and wages



944,459
916,751Accrued
taxes




158,948
65,300Accrued
interest




66,250
95,311Other
current liabilities



8,267
17,064Total Current
Liabilities



$
6,472,706
$ 5,154,008Non Current
LiabilitiesLong
term debt, net of current portion


4,916,997
5,174,172Deposits
payable




163,157
363,215Notes
payable to related parties



223,770
259,762Other
long term obligations, net



3,018,000
2,927,534Total Non
Current Liabilities



8,321,924
8,724,683Total
Liabilities




$
14,794,630
$
13,878,691Stockholders'
Equity (Deficit)Preferred
stock, $100 par value, 50,000 shares authorized, 11,050

1,105,000
1,105,000shares
issued and outstanding in 2007 and 2006, respectivelyCommon
stock, $.02 par value, 20,000,000 shares authorized, 9,538,055
190,761
190,761shares
issued and outstanding in 2007 and 2006, respectivelyAdditional
paid in capital



3,366,928
6,681,930Retained
deficit




(5,034,930)
(3,917,812)Accumulated
other comprehensive income (loss)


(68,631)
(289,951)Total
Stockholders' Equity (Deficit)



(440,872)
3,769,928TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
14,353,758
$
17,648,619The accompanying notes are an integral part of these
consolidated financial statements   Page
31     THE CASTLE GROUP, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)YEARS ENDING DECEMBER 31, 2007 AND
20062007
2006RevenuesRevenue attributed from
properties


$  18,407,645
$  17,314,971Management & Service


2,249,777
1,864,270Other Income



368,657
326,344Total Revenues



21,026,079
19,505,585Operating ExpensesProperty



17,353,863
16,022,752Payroll and office expenses


2,238,559
1,683,546Administrative and general


2,171,173
535,576Depreciation



208,637
195,977Total Operating Expense


21,972,232
18,437,851Operating Income (Loss)


(946,153)
1,067,734Interest Income



0
173,950Interest Expense



(542,313)
(511,916)Income (loss) before taxes


(1,488,466)
729,768Income Tax Provision (Benefit)


(371,348)
357,812Net Income (Loss)


$  (1,117,118)
$371,956Other Comprehensive Income (Loss)Foreign currency translation
adjustment

221,320
(33,542)Total Comprehensive Income (Loss)


$   ( 895,798)
$  338,414Earnings (Loss) Per ShareBasic



$(0.12)
$0.04Diluted



$(0.12)
$0.03Weighted Average SharesBasic



9,538,055
10,338,055Diluted



9,538,055
10,756,388The accompanying notes are an integral part of these
consolidated financial statements  Page
32       THE CASTLE GROUP INC.CONSOLIDATED STAEMENTS OF CASH
FLOWSYEARS ENDING DECEMBER 31, 2007 &
20062007
2006Cash Flows from Operating ActivitiesNet income (loss)



$ (1,117,118)
371,956Depreciation




208,637
195,977Amortization of discount



387,738
209,342Provision for uncollectible note
receivable


954,459
0Stock issued for services



0
(18,000)(Increase) decrease inAccounts receivable



(620,162)
(36,000)Other current assets



0
33,517Deposits and other
assets



(57,795)
(426)Restricted cash




224,431
(24,968)Deferred taxes




(371,348)
357,813Increase (decrease) inSettlement agreement



(260,000)
260,000Accounts payable and
accrued expenses


695,922
(707,212)Net Cash From Operating Activities


44,764
641,999Cash Flows from Investing ActivitiesPurchase of assets



(108,979)
(143,248)Net Cash from Investing Activities


(108,979)
(143,248)Cash Flows from Financing ActivitiesProceeds from notes



175,000
600,000Payments on notes



(733,884)
(1,047,167)Net Cash from Financing Activities


(558,884)
(447,167)Effect of exchange rate on changes in cash


16,886
17,226Net Change in Cash



(606,213)
68,810Beginning Balance




1,100,302
1,031,492Ending Balance




$    494,089
$  1,100,302Supplementary InformationCash Paid for Interest



$ (150,972)
$ (102,452)Cash Paid for Income Taxes



0
0The accompanying notes are an
integral part of these consolidated financial
statements  Page
33      THE
CASTLE GROUP, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT)YEARS ENDING DECEMBER 31, 2007 & 2006AccumulatedAdditional

OtherPreferred Stock
Common Stock
Paid-in
Retained
ComprehensiveShares
Amount
Shares
Amount
Capital
Deficit
Income (Loss)
TotalBalanceDecember 31,
2005
11,050
$
1,105,000
10,438,055
$
208,761
$6,681,930
$(4,289,768)
$(256,409)
$3,449,514Net
IncomeDecember 31,
2006





371,956

371,956Voided
StockDecember 31,
2006See Note
13



(900,000)
(18,000)



(18,000)Foreign
CurrencyTranslation
Adjustment






(33,542)
(33,542)BalanceDecember 31,
2006
11,050
1,105,000
9,538,055
190,761
6,681,930
(3,917,812)
(289,951)
3,769,928Net LossDecember 31,
2007





(1,117,118)

(1,117,118)Reduction of
Paid inCapital





(3,315,002)


(3,315,002)Foreign
CurrencyTranslation
Adjustment






221,320
221,320BalanceDecember 31,
2007
11,050
$1,105,000
9,538,055
$190,761
$3,366,928
$(5,034,930)
$(68,631)
$(440,872)The accompanying notes are an
integral part of these consolidated financial
statements     Page
34   The Castle Group, Inc. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  1. Summary of Significant Accounting Policies  Organization  The
Castle Group, Inc. was incorporated under the laws of the State of Utah on
August 21, 1981. The Castle Group, Inc. operates in the hotel and resort
management industry in the State of Hawaii, New Zealand, Thailand, The Federated
States of Micronesia, the Territory of Guam and the Commonwealth of Saipan under
the trade name Castle Resorts and Hotels. The
accounting and reporting policies of The Castle Group, Inc. (the Company)
conform with generally accepted accounting principles and practices within the
hotel and resort management industry.  Principles of Consolidation  The
consolidated financial statements of the Company include the accounts of The
Castle Group, Inc. and its wholly-owned subsidiaries, Hawaii Reservations Center
Corp., HPR Advertising, Inc., Castle Resorts & Hotels, Inc., Castle Resorts
& Hotels Thailand Ltd., NZ Castle Resorts and Hotels Limited (a New Zealand
Corporation), and NZ Castle Resorts and Hotels wholly-owned subsidiary, Mocles
Holdings Limited (a New Zealand Corporation).  All significant
inter-company transactions have been eliminated in the consolidated financial
statements.  New
Accounting Pronouncements  In
February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities  Including an Amendment of FASB Statement no.
115 (FAS 159).  FAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value.  This provides
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without being required
to apply complex hedge accounting provisions.  FAS 159 is effective for
fiscal years beginning after November 15, 2007, and the Company is currently
evaluating the impact that FAS 159 will have on its financial position and
results of operations once adopted.  In June
2006, the FASB ratified the consensus of Emerging Issues Task Force Issue No.
06-3, How Taxes Collected from Customers and Remitted to Governmental
Authorities Should be Presented in the Income Statement (That is, Gross versus
Net Presentation) (EITF 06-3).  EITF 06-3 concluded that the presentation
of taxes imposed on revenue producing transactions (sales, use, value add, and
excise taxes) on either a gross (included in revenues and costs) or a net
(excluded from revenues) basis is an accounting policy that should be disclosed.
 We have adopted the gross basis for presentation in the first quarter of
2007, which did not have any impact on our results of operations or financial
condition.  In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin 108, Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial Statements (SAB 108).
 SAB 108 provides interpretive guidance on the consideration of the effects
of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment and is effective for fiscal years ending
after November 15, 2006.  The adoption of SAB 108 had no impact on the
Companys financial statements in 2007.  Page
35    In
September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS
157).  FAS 157 defines fair value, establishes a framework for measuring
fair value, expands disclosures about fair value measurements and is effective
for fiscal years beginning after November 15, 2007.  Management is
currently evaluating the impact this statement will have on its consolidated
financial statements.  In June
2003, the Securities and Exchange Commission (SEC) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404).  Commencing
with the Companys Annual Report for the year ending December 31, 2007, the
Company is required to include a report of management on the Companys internal
control over financial reporting.  The internal control report must include
a statement of managements responsibility for establishing and maintaining
adequate internal control over financial reporting for the Company; of
managements assessment of the effectiveness of the Companys internal control
over financial reporting as of yearend; of the framework used by management to
evaluate the effectiveness of the Companys internal control over financial
reporting; and for the year ending December 31, 2008, the Companys independent
accounting firm has issued an attestation report on managements assessment of
the Companys internal control over financial reporting, which report is also
required to be filed as part of the Annual Report on form 10-K.  In December 2007, the
FASB issued SFAS No. 141(R), Business Combinations.  SFAS No. 141(R)
changes the accounting for and reporting of business combination transactions in
the following way:  Recognition with certain exceptions, of 100% of the
fair values of assets acquired, liabilities assumed, and non controlling
interests of acquired businesses; measurement of all acquirer shares issued in
consideration for a business combination at fair value on the acquisition date;
recognition of contingent consideration arrangements at their acquisition date
fair values, with subsequent changes in fair value generally reflected in
earnings; recognition of pre-acquisition gain and loss contingencies at their
acquisition date fair value; capitalization of in-process research and
development (IPR&D) assets acquired at acquisition date fair value;
recognition of acquisition-related transaction costs as expense when incurred;
recognition of acquisition-related restructuring cost accruals in acquisition
accounting only if the criteria in Statement No. 146 are met as of the
acquisition date; and recognition of changes in the acquirers income tax
valuation allowance resulting from the business combination separately from the
business combination as adjustments to income tax expense.  SFAS No.
141(R) is effective for the first annual reporting period beginning on or after
December 15, 2008 with earlier adoption prohibited.  The adoption of
SFAS No. 141(R) will affect valuation of business acquisitions made in 2009 and
forward.  In December 2007, the
FASB issued SFAS No. 160 "Noncontrolling Interest in Consolidated Financial
Statements  an Amendment of ARB 51" (SFAS 160).  SFAS 160 clarifies
that a noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  It also requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
the noncontrolling interest, and requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the noncontrolling interest.  SAFS
160 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  Earlier adoption is
prohibited.  We do not anticipate a material impact upon adoption.  In March 2008, the
FSAB issued FASS No. 161, Disclosures about Derivative Instruments and Hedging
Activities.  SFAS 161 is intended to improve financial reporting
about derivative  Page
36   instruments
and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows.  SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  We do not anticipate a
material impact upon adoption.  Cash
and Cash Equivalents  The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.  Restricted Cash  The
Company holds funds on behalf of the unit owners for one of the properties it
manages.  These funds are to be used only for the replacement and
refurbishment of the furniture and equipment within the rooms owned by the unit
owner.  As of December 31, 2007 and 2006, the Company had $163,157 and
$363,215, respectively, of funds held for this purpose.  The Company
records an offsetting liability as a long term deposit payable on its balance
sheet.  Property, Furniture, and Equipment  Property, furniture, and equipment are recorded at cost.
 When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounting records, and any
resulting gain or loss is reflected in the Consolidated Statement of Operations
for the period.  The cost of maintenance and repairs are charged to income
as incurred.  Renewals and betterments are capitalized and depreciated over
their estimated useful lives.  At
December 31, 2007 and 2006, property, furniture, and equipment consisted of the
following:  2006
2006Real Estate -
Podium (see Note 11)
$
  8,036,503
$7,308,739Equipment and
furnishings
1,396,993
1,173,237Less
accumulated depreciation
(1,382,933)
(1,061,250)$8,050,563
$7,420,726  Depreciation is computed using the declining balance and
straight-line methods over the estimated useful life of the assets (Equipment
and furnishings 5 to 7 years, Podium 50 years).  For the years ended
December 31, 2007 and 2006, depreciation expense was $208,637 and $195,977,
respectively.  Intangibles  Under
SFAS No. 142, Goodwill and Other Intangible Assets, goodwill related to our
historical acquisitions are subject to annual review for impairment or upon the
occurrence of certain events, and, if impaired, are written down to its fair
value.  The Company has not recognized any impairment losses during the
periods presented.  Income Recognition  The
Company recognizes income from the management of resort properties according to
terms of its various management contracts.  Page
37    The
Company has two basic types of agreements.  Under a Gross Contract the
Company records income which is based on a percentage of the gross rental
proceeds received from the rental of hotel or condominium units.  Under the
Gross Contract, the Company is responsible for all of the operating expenses for
the hotel or condominium unit.  Under a Net Contract, the Company
receives a management fee that is based on a percentage of the gross rental
proceeds received from the rental of hotel or condominium units.  Under the
Net Contract, the owner of the hotel or condominium unit is responsible for all
of the operating expenses of the rental program covering the owners unit.
 Under the Net Contract, the Company also typically receives an incentive
management fee, which is based on the net operating profit of the covered
property.  Revenues received under the Gross Contract are recorded as
Revenue Attributed From Properties, while revenues received under the net
contract are recorded as Management and Service Income.  Under both types
of agreements, revenues are recognized after services have been rendered.
 A liability is recognized for any deposits received for which services
have not yet been rendered.  The
financial statements presented for the year ended December 31, 2006 have been
adjusted to reflect a change in the accounting methodology which the Company has
adopted.  The Company previously recorded Management and Service Fees
from its properties that were operated under a Gross Contract as described
above, and an offsetting amount was recorded as an expense under Property
operating expenses.  The Company adopted a change in the accounting for
these fees and expenses, and the financial statements for the year ended
December 31, 2006 have been adjusted by reducing both Management & Service
revenues and Payroll & Office Expense by $1,566,171, which reflects the
amount of Management & Service fees that were recorded for properties
operated under a Gross Contract as described above.  The Company believes
that this method properly allocates the corporate office overhead costs to the
Gross Contract properties.  The adjustment did not affect net income,
operating income, EBITDA or any balance sheet accounts.  Expense Recognition  Under a
Gross Contract, the Company records the expenses of operating the rental program
at the property covered by the agreement.  These expenses include
housekeeping, food & beverage, maintenance, front desk, sales &
marketing, advertising and all other operating costs at the property covered by
the agreement.  Under a Net Contract, the Company does not record the
operating expenses of the property covered by the agreement.  The basic
difference between the Gross and Net contracts is that under a Gross Contract,
all expenses, and therefore the covering of any operating loss, belong to and is
the responsibility of the Company; under a Net Contract, the responsibility for
covering expenses or any operating losses belong to and therefore remains with
the owner of the property.  The operating expenses of properties managed
under a Gross Contract are recorded as Property operating expenses.  Advertising, Sales and Marketing Expenses  The
Company incurs sales and marketing expenses in conjunction with the production
of promotional materials, trade shows, and retainers for out-of-state sales
agents, and related travel costs. In accordance with the AICPAs Statement of
Position No. 93-7 Reporting on Advertising Costs, the Company expenses
advertising and marketing costs as incurred or as the advertising takes place.
 For the years ended December 31, 2007 and 2006, total advertising expense
was $1,590,475 and $1,371,032 respectively.   Page
38   Stock-Based
Compensation  The
Company has accounted for stock-based compensation under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 123(R), Share Based
Payment.  This statement requires us to record an expense associated
with the fair value of stock-based compensation.  We currently use the
Black-Scholes option valuation model to calculate stock based compensation at
the date of grant.  Option pricing models require the input of highly
subjective assumptions, including the expected price
volatility.  Changes in these assumptions can materially affect the
fair value estimate.  The
average risk-free interest rate is determined using the U. S. Treasury rate in
effect as of the date of grant, based on the expected term of the warrant.  Concentration of Credit Risks  The
Company maintains its cash with several financial institutions in Hawaii, New
Zealand, and Thailand.  Balances maintained with these institutions are
occasionally in excess of federally, insured limits.  As of December 31,
2007 and 2006 the Company had balances of $496,423 and $714,949, respectively,
in excess of US federally insured, limits of $100,000 per financial institution.  Concentration in Market Area  The
Company manages hotel properties in Hawaii, Thailand, New Zealand and
Micronesia, and is dependent on the visitor industries in these geographic
areas.  Use
of Management Estimates in Financial Statements  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.  Fair
Value of Financial Instruments  The
carrying value of notes receivable and notes payable approximates fair values as
these notes have interest rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining maturities.  Guarantees  We
record a liability for the fair value of a guarantee on the date a guarantee is
issued or modified. The offsetting entry depends on the circumstances in which
the guarantee was issued. Funding under the guarantee reduces the recorded
liability. When no funding is forecasted, the liability is amortized into income
on a straight-line basis over the remaining term of the guarantee.  Foreign Currency Translation  The
U.S. dollar is the functional currency of our consolidated entities operating in
the United States. The functional currency for our consolidated entities
operating outside of the United States is generally the currency of the country
in which the entity primarily generates and expends cash. For  Page
39   consolidated entities whose functional currency is not the U.S.
dollar, we translate their financial statements into U.S. dollars. Assets and
liabilities are translated at the exchange rate in effect as of the financial
statement date, and income statement accounts are translated using the weighted
average exchange rate for the period. Translation adjustments from foreign
exchange are included as a separate component of shareholders equity.  Accounts Receivable  The
Company records an account receivable for revenue earned but net yet collected.
If the Company determines any account to be uncollectible based on significant
delinquency or other factors, it is immediately written off.  An allowance
for bad debts has been provided based on estimated losses amounting to $214,559
and $217,064 as of December 31, 2007 and 2006, respectively.
   Relating to the HBII Note Receivable, pursuant to GAAP, the
Companyhas established a reserve for
uncollectible amounts during 2007.   The Company recorded an expense
during 2007 for $954,459, and reduced additional paid in capital for $3,315,002
in providing for the uncollectible debt reserve (See Note 2), which is a
reflection of the nature of the original accounting treatment.  In the fourth quarter the Company reversed
$150,542 in accrued Interest Income earned on the Note during 2007.  Income Taxes  Provisions for income taxes are based on
taxes payable or refundable for the current year and deferred taxes on temporary
differences between the amount of taxable income and pretax financial income and
between the tax basis of assets and liabilities and their reported amounts in
the financial statements. Deferred tax assets and liabilities are included in
the financial  statements at currently enacted income tax rates applicable
to the period in which the deferred tax assets and liabilities are expected to
be realized or settled, as prescribed  in Statement of Financial
 Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
 As changes in tax laws or rate are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.  A
valuation allowance is recognized if it is more likely than not that some
portion or the entire deferred tax asset will not be realized.  Deferred
income tax asset and liability balances are netted, as applicable, when they
represent deferred amounts within the same taxing jurisdiction.  Deferred
tax assets are classified between current and non-current according to the
estimated periods in which the deferred tax assets are expected to be
realized.  In June 2006, the
FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes,
and Interpretation of FASB Statement No. 109 (FIN 48).  We adopted
FIN 48 on January 1, 2007.  Under FIN 48, tax benefits are recognized
only for tax positions that are more likely than not to be sustained upon
examination by tax authorities.  The amount recognized is measured as
the largest amount of benefit that is greater than 50 percent likely to be
realized upon ultimate settlement.  Unrecognized tax benefits are tax
benefits claimed in our tax returns that do not meet these recognition and
measurement standards. Upon the adoption of FIN 48, we had no liabilities for
unrecognized tax benefits and, as such, the adoption had no impact on our
financial statements, and we have recorded no additional interest or
penalties.  The adoption of FIN 48 did not impact our effective tax
rates. Our policy is to recognize potential interest and penalties accrued
related to unrecognized tax benefits within income tax expense.  For
the year ended December 31, 2007, we did not recognize any interest or penalties
in our Statement of Operations, nor did we have any interest or penalties
accrued in our Balance Sheet at December 31, 2007 relating to unrecognized
benefits.   Page
40   Basic and Diluted Earnings per Share  Basic
earnings per share of common stock were computed by dividing income available to
common stockholders, by the weighted average number of common shares
outstanding.  Diluted earnings per share were computed using the treasury
stock method under SFAS No. 128 Earnings per Share.  The calculation of
Basic and Diluted earnings per share for 2007 did not include 368,335 shares
which would be issued upon conversion of the outstanding $100 par value
redeemable preferred stock of the company, nor does it include 150,000 shares
issuable pursuant to the exercise of vested warrants as of December 31, 2007 as
the effect would be anti-dilutive.  2. Related Party Transactions  Hanalei Bay International Investors (HBII)  The
Chairman and CEO of the Company is the sole shareholder of HBII Management, Inc,
the managing General Partner of HBII.  In March 1999, HBII consummated the
sale of its interest in Hanalei Bay Resort to an unrelated third party.
 The cash proceeds received by HBII on the closing of the sale were not
sufficient to satisfy all claims of HBIIs creditors, including the Company, and
the Company accepted a note receivable in the amount of $4,420,003 as settlement
for its account receivable balance of $1,105,001 at the time of the sale.
 The excess amount ($3,315,002) over the receivable balance was accounted
for as a shareholder contribution.  Under the terms and conditions of the
agreement to sell Hanalei Bay Resort, HBII was entitled to receive a percentage
of the future cash flows from the resorts hotel operations and the sale of
certain time-share units.  As part
of the Companys purchase of real estate in New Zealand (see Note 11), an
assignment of $3,018,000 of the total note receivable from HBII was made to the
seller of the real estate, with the Company remaining as guarantor should the
note receivable not be collected before December 24, 2010. (See Note 3).  During
2006, the Company also assigned $600,000 of the HBII note receivable to a bank
as security for a term loan.  During
2006 HBR disputed the amount that it was indebted to HBII, and HBII filed a
lawsuit to collect the amounts owed by HBR.  In March 2008, HBII and
Quintus Resorts, LLC (Quintus), the parent company of HBR, entered into a
settlement to resolve the litigation by Quintus issuing a 19.9% membership
interest in Quintus to HBII or its designee, which included a preferred return
as to the first $6.2 million of future distributions of available cash flow.  Quintus
is the owner of a timeshare resort project in Genoa, Nevada, near Lake Tahoe.
 Quintus has not yet completed its financial statements for 2007 but
estimates that its net loss incurred in 2007 will eliminate all or virtually all
of its net equity as calculated according to generally accepted accounting
principles.  Quintus believes that the fair market value of its assets on a
going concern basis exceeds its liabilities by approximately $15,000,000;
according to Quintus projections,   Quintus is projecting cash flows
of over $40,000,000 from the sale of time share intervals and/or real property
interests in its timeshare resort project over the next ten to fifteen years.
 Neither Quintus estimates as to the fair market value of its assets nor
its projections have been verified or reviewed by any independent third party.  For at
least the next two or three years, Quintus will be required to use all of its
available cash flow to pay down the substantial indebtedness it incurred in
purchasing the resort.  Based on Quintuss  Page
41   financial projection, HBIIs management believes that it is likely
to receive in excess of $6,000,000 from its ownership interest in Quintus and
that it will utilize these funds to pay its indebtedness to Castle.  In
that the distributions from HBII will likely not be realized for a number of
years and are subject to uncertainty and risks over which Castle has no control,
there can be no assurance that Castle will receive any distributions from HBIIs
ownership interest in Quintus within the next ten years, if at all.  In light of such uncertainties,as
required by Generally Accepted Accounting Principles (GAAP) the Company has established a reserve for
uncollectible amounts.  The Company recorded an expense during 2007 for
$954,459, and reduced additional paid in capital for $3,315,002 in providing for
the reserve.  In the fourth quarter the Company reversed $150,542 in
accrued Interest Income earned on the Note during 2007.  Loan
Fees  In
2006, the Company secured $600,000 financing from a bank (see note 6 to the
financial statements) and the CEO of the Company acted as guarantor.  As
consideration for the guaranty, the Company pays a quarterly guaranty fee of 2%
per annum to the CEO of the Company.  During 2007, the Company paid $8,156
in guaranty fees to the Companys CEO.  No fees were paid in 2006 as the
bank financing was consummated in December of 2006.  Related Party Loans  In
December of 2007, the Chairman and CEO of the Company advanced $75,000 to the
Company to capitalize the Companys Thailand subsidiary.  3. Notes Receivable  Notes
receivable consisted of the following:  2007
2006Note Receivable
from Hanalei Bay International Investors, secured by a direct assignment
of Hanalei Bay International Investors right to receive future proceeds
from HBII's ownership interest in Quintus. (Assigned to third parties- see
Note 2)
4,269,151
4,269,151Less
Reserve for Uncollectible Notes
4,269,151
0Notes
Receivable, Non-current
$
             0
$4,269,151  See
Note 2 above. Pursuant to GAAP, the Companyhas established a reserve for uncollectible
amounts.  The Company recorded an expense during 2007 for $954,459, and
reduced additional paid in capital for $3,315,002 in providing for the
reserve.   Page
42   4. Commitments and Contingencies  Leases  The
Company leases two office spaces expiring March 1, 2008 and October 31, 2008 and
for the years ended December 31, 2007 and 2006, the Company paid $351,149 and
$269,247, respectively, in lease expense for these leases.  As of
December 31, 2007, the future minimum rental commitment under these leases was
$295,097.  As part
of our NZ Castle Resorts and Hotels operations, we lease approximately 250
investment units, which are leased to and managed by the Company.  Total
lease expense for the year ending December 31, 2007 and 2006 was $2,294,177 and
$2,219,493, respectively.  As of
December 31, 2007, the future lease commitments are as follows:  Year
Amount2008
$
2,565,9432009

2,480,1012010

2,482,0612011

1,621,112Total
$
9,149,217   Subsequent to December 31, 2007, the Company amended the lease for
the office space that expired on March 1, 2008, and extended the term of the
lease for an additional three years, through February 28, 2011.  The
purchase of Mocles Holdings Limited (see Note 11) includes a requirement for
monthly payments of the greater of $15,504 or Surplus Profits, as defined at
Note 11.  Using the monthly rate of $15,504, total annual payments will be
approximately $186,048 per year, beginning in 2008.  The Company has not
yet determined whether the Surplus Profits will be greater than $186,048 per
year.  The approximate term is 4 years.  As of
December 31, 2007, the Company had an available lease line of credit with a bank
for up to $150,000.  In December of 2007, as part of the Company acquiring
a new hotel management agreement, the Company allowed the hotel owner to
purchase computer hardware using the Companys equipment lease line of credit in
the amount of $76,501.  The hotel owner shall be responsible for making the
operating lease payments to the bank, and also agreed to assume, refinance, or
retire the lease should the management agreement between the Company and the
hotel be terminated.  Guaranty  As part
of the Companys purchase of real estate in New Zealand (see Note 11), an
assignment of $3,018,000 of the total note receivable from HBII was made to the
seller of the real estate, with the Company remaining as guarantor should the
note receivable not be collected before December 24, 2010.   Page
43   The Company has recognized a guarantor liability for these
assignments, amounting to $3,018,000 as of December 31, 2007 and $2,927,534 net
of discounts of $90,466 as of December 31, 2006, which represents the present
fair value of the obligation undertaken in becoming a guarantor of the payment
of the assigned receivables.  This obligations term is estimated to expire
on or before December 24, 2009.  Pursuant to an extension agreement signed
in March 2008, if the Company is current with its other obligations in
connection with the purchase of the New Zealand Real Estate, the remaining
balance will be due on December 24, 2010. Further, if the Company is current
with those obligations as of December 24, 2010, and has paid not less than
$7,183,260 toward the purchase price an additional six month extension is
available. The company may refinance this obligation using real estate based
mortgage or debt and or other funding sources prior to the due date.  During
2006, the Company also assigned another portion of the HBII receivable of
$600,000 as security to the bank.  Management Contracts  The
Company manages several hotels and resorts under management agreements expiring
at various dates.  Several of these management agreements contain automatic
extensions for periods of 1 to 10 years.  In
addition, the Company has sales, marketing and reservations agreements with
other hotels and resorts expiring at various dates through December 2008.
 Several of these agreements contain automatic extensions for periods of
one month to three years.  Fees received are based on revenues, net
available cash flows or commissions as defined in the respective agreements.  5. Employee Benefits  The
Company has a 401(k) Profit Sharing Plan (the Plan) available for its
employees.  Under the terms of the Plan, the Company may match 50% of the
compensation reduction of the participants in the Plan up to 1% of compensation.
 Matching contributions for the years ended December 31, 2007, and 2006
were $13,193 and $11,619, respectively.  Any employee with one-year service
and 1,000 credit hours of service, who is at least twenty-one years old, is
eligible to participate.  For the years ended December 31, 2007 and 2006,
the Company made no profit contributions.  The
Company also has a Flexible Benefits Plan (the Benefits Plan).  The
participants in the Benefits Plan are allowed to make pre-tax premium elections
which are intended to be excluded from income as provided by Section 125 of the
Internal Revenue Code of 1986.  To be eligible, an employee must have been
employed for 90 days.  The benefits include group medical insurance, vision
care insurance, disability insurance, cancer insurance, group dental coverage,
group term life insurance, and accident insurance.  6. Notes Payable  Notes
payable consisted of the following:  2007      
      2006 Note dated 4/26/04 to the Companys CEO with interest at
prime plus 2.5%, with monthly payments of $2,544 balance
due on 4/26/09,
unsecured                                                    
$      39,699    
$      65,842   Page
44   Note dated 6/6/04 to a director, with interest at the
rate of 8%,
monthly payments of  interest plus $521, balance
due 1/1/09,
unsecured                                                           
      102,604    
      108,854  Note dated 6/16/04 to unrelated party with interest at the rate of
15% due on 1/1/09 with monthly payments of NZ$3,225 (US$2,500),
unsecured                                                            200,002   
      181,890  Notes dated 7/31/95 to former stockholders, due 8/31/98 with
interest at 6%, unsecured.  No formal demand has been
made on the Company.  
                                                                    12,000  
         12,000  Note dated 12/31/02 from the Companys CEO, with interest at 10%, due on or before 1/1/09,
unsecured                         
        117,316  
       117,316  Note dated 12/31/04, payable in New Zealand, net of discount of $0.9 million and $0.9 million, as of 2007 and
2006, respectively, with a face value of $8.6 million
and which is secured by general security agreement including an assignment of $3.1 million, net of
discount of $0.5 million, of the note receivable due
from HBII.  The Company acts as a guarantor for the
payment of the assigned receivable, and therefore, the
obligation undertaken as a guarantor is included in this
amount.  The guarantor obligation is referred to as Other
long term obligations on the Balance Sheet (See
Note 4).  The effective interest rate is 5.25% per annum.  The maturity date is December 31,2009, subject
to extension as described in Note 11. This
obligation has been subsequently extended until December 24,
2010.                                                                                8,028,868    
 7,368,410 Note dated 12/31/04 payable to unrelated party,
with interest at 10% due 3/01/12 with
monthly payments of $2,975,
unsecured                                   
      
    117,277         140,000  Note
dated 12/14/06 payable to a bank, with interest at the
bank s base lending rate plus 1.25%, secured by up to
$600,000 of the note receivable from Hanalei Bay Resort.  Balance is due
12/8/08.                                                        
         449,880         600,000  Note
payable to former developer of a hotel located in Guam,
which resulted from a settlement agreement Reached
between the Company and the developer.  The Note is
non-interest bearing and is due on or before January
18, 2008 (See Note
13)                                                                 100,000         500,000  Advance from CEO dated 12/31/07, with no specified interest or repayment
terms.                                               
            75,000            
     -  Loan of
$100,000 dated 11/16/07 from the Companys  Page
45   $250,000 revolving line of credit with a bank.  The line is
secured by the personal guaranty of the Companys Chairman & CEO, and a general security interest in The
Companys assets. Note bears interest at the banks base
lending rate plus 1% (8.25% at 12/31/07) and is due
4/1/09                                                                                                    100,000          
           -  Note dated 12/31/04 payable to unrelated party, secured
by up to $800,000 of the note receivable from Hanalei
Bay Resort (see note 3) with interest at 8%, balance
is due on
12/31/08                                                                 235,233         
      447,121 Subtotal                                                                           $
9,577,879          $ 9,541,433 Less
Current
Portion                                                   1,419,112    
        1,179,965 Notes
payable,
non-current                                              $
8,158,767          $ 8,361,468  The
five year payout schedule for notes payable is as follows:  Year
Amount2008
$
1,419,1122009

8,094,3212010

30,6342011

33,812Total
$
9,577,879  7. Redeemable Preferred Stock  In 1999
and 2000, the Company issued a total of 11,050 shares of $100 par value
redeemable preferred stock to certain officers and directors. Dividends are
cumulative from the date of original issue and are payable semi-annually, when,
and if declared by the board of directors beginning July 15, 1999 at a rate of
$7.50 per annum per share.  During the fiscal year ended July 31, 2000, the
Company paid dividends to holders of record as of July 15, 2000 in the amount of
$16,715.  At December 31, 2007, undeclared and unpaid dividends on these
shares were $704,233 or $63.73 per preferred share.  These dividends are
not accrued as a liability, as no declaration has occurred.  The shares are
nonvoting, and are convertible into the Companys common stock at an exercise
price of $3.00 per share.  As of January 15, 2001, the redeemable preferred
stock is redeemable at the option of the Company at a redemption price of $100
per share plus accrued and unpaid dividends.  8. Common Stock  The
Company did not issue any of its $.02 par value common stock during the years
2007 or 2006.  Common
Stock Options and Warrants  The
Company does not have a Stock Based Incentive, Stock Purchase or Stock Option or
Warrant Plans.  During 2007 the Company granted the Warrants for the
purchase of up to 250,000 shares of the Companys common stock. None of these
Warrants has been exercised as of 12/31/07. In applying the Black-Sholes
methodology to the warrant grants the fair value of the Companys stock-based
awards granted was estimated using an expected annual dividend yield of 0%, a
risk free interest rate of 4.87%, an expected warrant life of  between 0
and 2.0 years and expected price volatility of  39.02%.  The overall
impact on the consolidated statement of operations for stock-based  Page
46   compensation expense for the year ended December 31, 2007 was
negligible. No options or warrants were issued prior to January 1, 2007.  The
average risk-free interest rate is determined using the U.S. Treasury rate in
effect as of the date of grant, based on the expected term of the stock
warrant.  The Company determined the expected term of the stock warrants as
being equal to one half of the contractual term of the warrants due to a lack of
forfeiture history and the thinly traded volume of the Companys common stock.
  The expected price volatility was determined using the average
historical volatility of the stock prices of a group of 15 publically traded
peer companies in the Companys industry.  The stock price used was equal
to the historical average stock price over the 6 month period prior to grant,
which approximately represented the book value of the stock at the time of
grant.  For warrants with a vesting period, compensation expense is
recognized on a straight line basis over the service period which corresponds to
the vesting period.  Changes in warrants
for the years ended December 31, 2007 were as follows: NumberofShares

WeightedAverageExercisePrice

Remaining Contractual Term (in Years)

Intrinsic Value2007:Beginning
balance

0Granted

250,000


$2.20Exercised

0Forfeited/expired

0Outstanding
at December 31

250,000

$2.20

4.5


$
       0Exercisable

150,000

$2.33

4.5

$
       0Weighted
average fair value of warrants granted during year




$.00  The following table summarizes information about
compensatory warrants outstanding at December 31, 2007:  Warrants Outstanding

Warrants ExercisableRange of
Exercise Prices

Number Outstanding

Weighted Average Remaining Contractual Life
(in years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Exercise Price$2.00

200,000

4.5

$
2.00

100,000

$
2.00$3.00

50,000

4.6

3.00

50,000

3.00$2.00-$3.00

250,000

4.5

$
2.20

150,000

$
2.33  9. Income Taxes  Page
47    The provision for income taxes consists of the following:  2007
2006DeferredFederal
$ (  312,521)
$
    306,496State
(    58,827)
51,316Foreign
-
-Total deferred provision
$ (  371,348)
$
    357,812  At
December 31, 2007, the Company had a net operating loss carryforward, which
expires on various dates through 2027.  The following information describes
the tax effects of the carryforward and the associated valuation allowance. 2006
Balance
Tax %
TaxFederal loss carryforward
$
     3,935,958
34.0%
$
        1,338,226State loss carryforward
3,935,958
6.4%
251,901Foreign loss carryforward
958,439
33.0%
316,285Valuation allowance


(316,285)Deferred Tax Asset


$
        1,590,1272007
Balance
Tax %
TaxFederal loss carryforward
$
     4,855,135
34.0%
$        1,650,746State loss carryforward
4,855,135
6.4%
310,729Foreign loss carryforward
1,636,461
33.0%
540,032Valuation allowance


(540,032)Deferred Tax Asset


$
       1,961,475  The
Company expects to utilize $642,000 of the loss carryforward for the year ended
December 31, 2008, and has therefore classified the deferred tax asset
associated with the loss carryforward as a current asset on the Companys
consolidated balance sheet.  The
valuation allowance increased by $223,747 to $540,032 during the period from
2006 to 2007. Income
tax expense differs from amounts computed by applying the statutory Federal rate
to pretax income as follows:  2007
2006Expected US Income Tax (Benefit) on Consolidated Income
before Tax
$ (506,078)
$   248,121Effects of:Expected State Income Tax (Benefit) on Consolidated Income
before Tax
(  95,262)
46,705Change in valuation allowance
223,747
63,445Other
6,245
(
      459)Effective Tax Provision (Benefit)
$(371,348 )
$    357,812            10. Litigation   Page
48   There are various claims and lawsuits pending against the Company
involving complaints, which are normal and reasonably foreseeable in light of
the nature of the Companys business.  The ultimate liability of the
Company, if any, cannot be determined at this time.  Based upon
consultation with counsel, management does not expect that the aggregate
liability, if any, resulting from these proceedings would have a material effect
on the Companys consolidated financial position, results of operations or
liquidity.  11. Purchase of Mocles Holdings Limited  On
December 24, 2004, the Company, through its wholly owned subsidiary NZ Castle
Resorts and Hotels Limited, entered into an agreement to purchase all of the
shares of Mocles Holdings Limited (Mocles), a New Zealand Corporation.
 Following are the significant provisions of this agreement (with
modifications according to a Deed of Variation dated April 15, 2005):  · Mocles owns the Podium levels (Podium) of the Spencer on Byron
Hotel in Auckland, New Zealand. · The purchase price for Mocles was $7,455,213 (NZ$10,367,048), net
of imputed interest $1,164,699 (NZ$1,632,952).  The face value of the
purchase price was $8,619,912 (NZ$12,000,000). · The purchase price is to be paid as follows: 1. Partial assignment of the Companys receivables
from Hanalei Bay International Investors (HBII) in the amount of US$3,018,000.
 In the event that this amount is not realized from HBII, the Company is
obligated to make up the difference by December 24, 2009. This obligation has
been subsequently extended until December 24, 2010. 2. Monthly payments of the greater of NZ$20,000
(US$15,504), or Surplus Profits defined as 50% of net profits calculated in
accordance with New Zealands Generally Accepted Accounting Principles or
International Reporting Standards.  3,  The remaining balance is due December 24, 2009. Pursuant
to an extension agreement signed in March 2008.  If the Company is current
with its other obligations as set forth herein, the remaining balance will be
due on December 24, 2010.  Further, if the Company is current with its
other obligations as set forth herein and has paid not less than $7,183,260
toward the purchase price an additional six month extension is available. 4.  As a result of the settlement between Quintus Resorts,
LLC described in Item 1C Subsequent Events above, it is unlikely that any
proceeds will be received from HBII prior to December 24, 2010.  This will
likely require Castle to pay the full amount owed in connection with the
purchase of Mocles from borrowed funds and/or its available cash at that time. 5.  The Company may pursue refinancing of this debt at some
point prior to the due date using real estate based mortgage obligations or
other financing.  · At the time of purchase, Mocles had additional debts, namely: 1. Bank Mortgage  There is $2,273,502 payable to a bank which is
secured by the Podium.  The liability to the bank must be refinanced, paid
in full, or renegotiated to the extent that the current guarantors are released
from all obligations associated therewith, by December 31, 2009.   Page
49   2. Advances from parties heretofore related to Mocles in the amount
of $1,509,768.  The entire amount is due and payable by December 24, 2010.
 There is no interest associated with this liability. · The purchase price is deemed to be satisfied in part by NZ Castle
procuring repayment of Mocles additional debts.  After NZ Castle has
procured repayment of the additional debts by or on behalf of Mocles, the total
payable to the seller of the Mocles shares under 1 and 2 above is
$4,836,642. · Mocles shares are being held legally by the seller of such shares
until such time as all obligations associated with this transaction are
satisfied. · An amount equal to the interest payable by Mocles to the bank is
to be paid annually to Mocles by the Company as rental for the Podium. · A replacement fund is to be established from 50% of the net
profits from the operation of the Podium, until such time as there is NZ$175,000
(US$135,660) regularly available for the replacement of furniture, fixtures and
equipment installed in the Podium.  The fund must be expended and cannot be
accumulated.  12. Business Segments  As
stated in Note 1, the Company has two basic types of hotel management
agreements:  Gross Contracts and Net Contracts.  As described in Note
1, the revenues and expenses are disclosed separately on the statements of
operations for each type of agreement.  The assets included in the
consolidated financial statements only consist of assets owned in relation to
the Gross Contract agreements and other assets used for general corporate
purposes.  The financial statements do not include any assets the Company
manages under the Net Contract agreements, since the Company does not have the
same level of responsibility that it has under Gross Contracts.  The
consolidated financial statements include the following related to international
operations (which are predominately in New Zealand and related to Gross Contract
agreements):  Revenues of $9,332,026 in 2007 and $8,494,364 in 2006;
results from operations of $(482,931) in 2007 and ($192,258) in 2006; and fixed
assets of $8,008,070 in 2007 and $7,379,298 in 2006.  13. Settlement Agreement  On June
7, 2007, the Company entered into a Settlement Agreement with the developer of a
hotel that was previously leased by the Company between 1999 and 2001.  The
Company and the developer had previously entered into a Compromise Agreement in
2001 which called for the Company to make certain payments to the developer, and
also to issue 900,000 shares of its restricted common stock to the developer.
 In 2001, the Company recorded the issuance of 900,000 shares of common
stock to the developer and recorded a note payable for $240,000, representing
the balance of the payments due to the developer.  The Settlement Agreement
reached in June 2007 voided the Compromise Agreement and therefore as of
December 31, 2006, the Company voided the 900,000 shares that were previously
issued.  Under the terms of the Settlement Agreement, the Company was also
required to pay an additional $260,000, for a total of $500,000 to the
developer, in monthly installments commencing in June 2007, with the total
amount to be paid on or before January 18, 2008.  In accordance with the
terms of the Settlement Agreement, the Company increased the note payable to the
developer by $260,000 as of December 31, 2006.   Page
50   14. Subsequent Events  In
2008, the Company negotiated an extension of the note due for the purchase of
Mocles (see note 11) for an additional year through December 24, 2010.  Page
51      ITEM 8.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.  The
Board of Directors of Castle appointed its current audit and accounting firm of
Mantyla McReynolds LLC in 2004, and this firm has been its primary accounting
firm since then.  During
the Castles two most recent fiscal years prior to this appointment, and since
then, Castle has not consulted Mantyla McReynolds LLC regarding the application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on Castles
financial statements or any other financial presentation whatsoever.    ITEM
8A(T). CONTROLS AND PROCEDURES.   Evaluation
of Disclosure Controls and Procedures  The
Company, under the supervision and with the participation of its management,
including the Companys Chief Executive Officer has evaluated the effectiveness
of the design and operation of the Company's disclosure controls and
procedures, as such term is defined in Rules 13a-15(e) under the Exchange Act,
as of this annual report. Based upon that evaluation, the Chief Executive
Officer has concluded that the Companys disclosure controls and procedures were
effective as of the end of the period covered by this report to provide
reasonable assurance that material information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms.  Changes
in Internal Control over Financial Reporting  There
have not been any changes in the Companys internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act, during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect its internal control
over financial reporting.  The
Companys management, with the participation of the CEO, has begun but has not
yet completed an evaluation of the effectiveness of the Companys internal
control over financial reporting.   In making this assessment, our
management is using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control 
Integrated Framework.  As this evaluation is still underway, our
management, with the participation of the CEO, cannot conclude that, as of
December 31, 2007, our internal control over financial reporting was
effective, and therefore this annual report does not include a report of
management's assessment regarding internal control over financial reporting.  Further, this annual report does not include an attestation report
of the Companys registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for Smaller
Reporting Companies.    ITEM
8B.  OTHER INFORMATION.  None.     Page
52   PART III    ITEM 9.
 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT  The
following table sets forth certain information concerning the directors and
executive officers of Castle as of December 31, 2007 (1).
 Except as otherwise stated below, the directors will serve until the next
annual meeting of stockholders or until their successors are elected or
appointed, and the executive officers will serve until their successors are
appointed by the Board of Directors. Name
Age
PositionRick Wall
64
Chief Executive Officer, Director and Chairman of the
BoardAlan R. Mattson
51
Chief Operating Officer and DirectorHoward Mendelsohn
50
Chief Financial Officer (2)Jerry Ruthruff
60
Secretary and DirectorJohn
Brogan
75
DirectorEduardo
Calvo
52
Director (3)Michael Irish
54
DirectorRick Humphreys
64
DirectorStanley Mukai
75
DirectorMotoko Takahashi
63
DirectorRoy Tokujo
66
DirectorTony Vericella
55
Director   (1) In
January 2008 the Company announced the appointment of Mr. Robert Wu to its Board
of Directors and to the post of Executive Vice President of Asian Development
for its Castle Resorts & Hotels subsidiary.  (2) On March 1,
2008 Mr. Mendelsohn was named to the position of Executive Vice President of
Capital Markets Development.  In his new role he is responsible for
establishing and managing the Companys relationships with the investment
community and individual investors.  He will provide leadership in
developing financing strategies and executing transactions which will enhance
Castles overall value.  Mr. Mendelsohn formerly served as Castles Chief
Financial Officer.  A successor for the CFO position has not yet been
named.  (3) On February 4,
2008 Mr. Calvo resigned his seat on the Board of Directors of the Company in
order to avoid any conflicts of interest between his legal practice and the
operations and strategies of the Company.  Mr. Calvos law firm is not
currently representing Castle or any other party involved in any legal
matters.  Director and Officer  Backgrounds  Rick
Wall. - Mr. Wall was appointed Castles Chief Executive Officer and
Chairman of the Board in 1993.  Mr. Wall is the founder of Castle, and has
served on the board of directors, and the executive committee of the Hawaii
Visitors and Convention Bureau.   Page
53   Alan Mattson  Mr. Mattson possesses over 20 years of senior level
hospitality and travel industry experience. Alan was formerly vice president of
sales and marketing for Dollar Rent a Car, responsible for all sales and
marketing efforts for Hawaii, Asia, and the Pacific. Prior to that, he was
director ofmarketing for Avis Car Rental,
operating out of the Avis worldwide headquarters in New York. In addition, Alan
has seven years of sales and marketing experience with Hilton Hotels
Corporation, performing in a variety of senior level sales and marketing
positions in Hawaii and the domestic United States. He joined Castle in
September 1999 as senior vice president of sales and marketing and was later
promoted to president in July 2005. Mr. Mattson was appointed to the position of
Chief Operating Officer of the Castle Group, Inc. in June, 2007.  Jerry
Ruthruff -  Mr. Ruthruff joined Castle in 2003 as general counsel.  He
is a graduate of the University of Washington and earned his law degree from
Harvard Law School in 1972.  Mr. Ruthruff has been in private practice
since 1972 focusing on commercial matters and is a former trustee of the State
of Hawaii Employees Retirement System.  John
Brogan - Mr. Brogan is a well-respected and recognized leader in the hotel
industry, Mr. Brogans last position before retirement was president of Starwood
Hotels and Resorts - Hawaii.  Previously he chaired various boards,
including Hawaii Visitors & Convention Bureau, Hawaii Hotel Association,
American Heart Association-Hawaii, Blood Bank of Hawaii, Waikiki Improvement
Association and Chaminade University.  Rick
Humphreys -  Mr. Humphreys has almost 40 years of financial expertise. He
started his career with Bank of California and was formerly president of both
First Federal S & L and Hawaiian Trust Company. He also served as chairman
of Bank of America in Hawaii. Rick is currently president of Hawaii Receivables
Management, LLC. Additionally, he is a trustee of Menlo College and Pacific
Capital Funds, and also a board member of the Bishop Museum, and Cancer Research
Center of Hawaii.  Mike
Irish -  Mr. Irish has been a successful businessman in Hawaii for over 30
years.  Mr. Irish began his career in hotel management, but moved to real
estate and business acquisitions during the 1980s. He became part of the Hawaii
food service industry with the purchase of Parks Brand Products in 1985, Halms
Kim Chee in 1986, and Diamond Head Seafood in 1995 where he continues to serve
as CEO.  Stanley
Mukai -  Mr. Mukai is a partner in the Hawaii law firm of McCorriston,
Miller, Mukai, MacKinnon. where he practices commercial and tax law.  Mr.
Mukai holds a law degree from the Harvard Law School.  He is the Chairman
of the Board of Waterhouse, Inc. and on the board of AIG Hawaii.  He is
past Chairman of the Board of Regents of the University of Hawaii and a member
of the Board of Governors of the East-West Center.  He presently serves on
the Board of Governors of Iolani School  Motoko
Takahashi -  Ms. Takahashi was appointed Secretary of Castle in August of
1994 and as director in March of 1995.  Ms. Takahashi had previously served
as director for various Japanese investment companies in the United States.
 She also holds the position as Vice President of N.K.C. Hawaii, Inc.
 Ms. Takahashi was born in Tokyo, Japan where she completed her education
and has resided in the United States for more than 30 years, with the past six
being in Hawaii.  Roy
Tokujo -  Mr. Tokujo was elected to the board of directors in March 2000.
 Mr. Tokujo has over 45 years of experience in the hotel, restaurant and
entertainment business in Hawaii, and he is the President and CEO of Cove
Enterprises and Cove Marketing.  Mr. Tokujo was a founding member of  Page
54   the Hawaii Tourism Authority and is managing partner of Ko Olina
Activities, LLC and Ko Olina Marketing & Licensing, LLC.  Tony
Vericella -  Mr. Vericella is the Managing Director of Island Partners
Hawai`i, a premier destination management company servicing the meeting and
incentive travel needs of corporations and organizations, primarily from North
America, Asia/Pacific and Europe. He has 30 years of extensive leadership
experience in all aspects of the travel and tourism industry. His career in
Hawaii began with Hawaiian Airlines and evolved to American Express Travel
Related Services, Budget Rent a Car-Asia/Pacific and the Hawai`i Visitors and
Convention Bureau.  Robert
Wu- Mr. Wu currently serves as executive vice president for Asian development
for Castle Resorts & Hotels a subsidiary of the Castle Group, Inc. He joined
the Company in January 2008 and became an integral part of Castle's business
development in the Asia region. Mr. Wu services as the chief executive offer for
the Wu Group, a Hawaii based firm that specializes in Asia imports, management
of several Hawaii businesses and business consultation services for the
Asia-Pacific region  Significant Employees  None,
not applicable.  Family Relationships  There
are no family relationships between any Castle officers and directors.  Involvement in Certain Legal Proceedings  During
the past five years, no director, person nominated to become a director,
executive officer, promoter or control person of Castle:  (1) was
a general partner or executive officer of any business against which any
bankruptcy petition was filed, either at the time of the bankruptcy or two years
prior to that time;  (2) was
convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);  (3) was
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or  (4) was
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.  Compliance with Section 16(a) of the Securities Exchange
Act.  Section
16 of the Securities Exchange Act of 1934 requires Castles directors and
executive officers and persons who own more than 10% of a registered class of
Castles equity securities to file with the Securities and Exchange Commission
initial reports of beneficial ownership (Form 3) and reports of changes in
beneficial ownership (Forms 4 and 5) of Castles common stock and other equity
securities of Castle.  Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish Castle with copies of all
Section 16(a) reports they file.  Page
55    From
July 2000 until September 2007 , Castle ceased filing public reports and other
documents which it was required to file with the Securities and Exchange
Commission.  No officer, director or 10% shareholder of Castle sold any of
Castles equity securities during the period from July 31, 2000, to the date
hereof. During that period from July 31, 2000, and continuing until the date of
this filing,  no officer, director or 10% shareholder of Castle reported
his or her acquisition of Castle common stock received in exchange of
forgiveness of indebtedness and/or in exchange for services rendered.
Appropriate beneficial ownership forms have been filed with the Securities and
Exchange Commission and may be found at .(www.sec.gov)  To
Castles knowledge, as of the date hereof, all directors, officers and holders
of more than 10% of Castles common stock, have filed all reports required of
Section 16(a) of the Securities Exchange Act of 1934.  Code
of Ethics  Castle
has adopted a Code of Ethics that applies to all of its directors and executive
officers serving in any capacity, including our principal executive officer,
principal financial officer, and principal accounting officer or controller or
persons performing similar functions. See Part III, Item 13.  Nominating Committee  The
Board of Directors has not established a Nominating and Corporate Governance
Committee because Castle management believes that the Board of Directors is able
to effectively manage the issues normally considered by a Nominating and
Corporate Governance Committee.  Audit Committee   The
Board of Directors has appointed Richard Humphreys, Stanley Mukai and Motoko
Takahashi as the Audit Committee.  Mr. Humphreys, Mr. Mukai and Ms.
Takahashi are independent as that term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act.     Page
56   ITEM 10. EXECUTIVE COMPENSATION.  Executive Compensation  The
following table shows for the fiscal years ended December 31, 2005, 2006 and
2007, the aggregate annual remuneration of both highly paid persons who are
executive officers or directors of Castle:  SUMMARY COMPENSATION TABLE  Name and Principal Position
(a)
Year



(b)
Salary
($)


(c)
Bonus
($)


(d)
Stock Awards
($)

(e)
Option Awards
($)

(f)
Non-Equity Incentive Plan
Compensation
($)
(g)
Nonqualified  Deferred
Compensation
($)
(h)
All Other Compensation
($)

(i)
Total
Earnings
($)

(j)Rick Wall
CEO & Director
12/31/07
12/31/06
12/31/05
$220,490
201,250
198,105
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1,117
2,013
1,981
221,607
203,263
200,086Alan Mattson COO & Director
12/31/07
12/31/06
12/31/05
$198,083
163,950
141,325
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1,740
1,667
1,438
199,823
165,617
142,763  Outstanding Equity Awards  OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END ________________________________________________________________________ Name
Number of Securities Underlying
Unexercised Options (#) Exercisable
Number of Securities underlying
Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards Number of
Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock
That Have Not Vested (#)
Market Value of Shares or Units of
Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number
of Unearned Shares, Vested Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares, Units or Other Rights That Have Not
Vested ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)None
None
None
None
None
None
None
None
None
None            Page
57     DIRECTOR COMPENSATION  Name
Fees Earned or Paid in Cash ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total ($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)Rick
Humphreys
$2,750
0
0
0
0
0
$
 2,750John
Brogan
2,750
0
0
0
0
0
2,750Tony
Vericella
2,750
0
0
0
0
0
2,750Stanley
Mukai
2,250
0
0
0
0
0
2,250Jerry
Ruthruff
2,250
0
0
0
0
0
2,250Michael
Irish
1,750
0
0
0
0
0
1,750Roy
Tokujo
1,500
0
0
0
0
0
1,500Eduardo Calvo
Jr.
1,250
0
0
0
0
0
1,250  Compensation of Directors  Non-employee Directors are paid $500 for each meeting of the Board
which they attend. Members of the Executive Committee, Compensation Committee
and Audit Committee are paid $250 for each meeting of the respective committees
which they attend.  Castle does not presently have a stock option or
similar compensation or incentive plan for members of the Board of Directors.
 Mr. Calvo resigned as a Director in February 2008.  Employment Contracts  Castle
has entered into a written employment contract with Alan Mattson effective as of
January 1, 2006 and with Rick Wall effective as of January 1, 2004, which was
subsequently amended on January 1, 2006, each of which is for the period ending
December 31, 2010; each of these agreements has been previously filed and
incorporated herein by reference to Exhibits 10.2 and 10.3 to the Companys
Annual Report on Form 10KSB for the year ended December 31, 2006.  During
2007 the Company entered into a written agreement with Howard Mendelsohn,
effective as of July 1, 2007 for his professional services to the Company.
 This agreement has been previously filed and incorporated herein by
reference to Exhibits 10.1 Companys Report on Form 8K on September 20, 2007.  Long
Term Incentive Plans  As part
of the compensation under its agreement with Howard Mendelsohn the Companys the
Companys Executive Vice President of Capital Markets Development, on July 1,
2007 the Company granted Mr. Mendelsohn a warrant to purchase up to 200,000
shares of the Companys common stock at a price of $2.00 per share for a period
of up to 5 years. As of December 31, 2007 Mr. Mendelsohn had vested the right to
purchase up to 100,000 shares under this warrant.  There were no other  Page
58   options, awards, options or stock appreciation rights or long term
incentive plan awards that were issued or granted to Castles management during
the fiscal year ending December 31, 2007.  Castle
has a 401(k) profit sharing plan generally available to all of its employees.
 Under the terms of the plan, Castle is required to match 100% of the
amounts contributed by participants through payroll deductions, up to a maximum
of 1% of their compensation.  Any employee with one year of service who is
at least 21 years of age is eligible to participate.  Stock Plans  There
were no stock plans in effect by Castle as of December 31, 2007.    ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.  Security Ownership of Certain Beneficial Owners  The
following table sets forth the number of shares of Castles common stock
beneficially owned as of March 31, 2008 by:  (i) each of the two highest
paid persons who were officers and directors of Castle, (ii) all officers and
directors of Castle as a Group, and (iii) each shareholder who owned more than
5% of Castles common stock, including those shares subject to outstanding
options, warrants and other convertible items.  Amounts also reflect shares
held both directly and indirectly by the persons named.  Name and Address
Beneficially Owned (1)
Shares % of Class (2)Rick Wall
3
Waterfront Plaza, Suite 555
500 Ala Moana Boulevard
Honolulu, HI 96813
2,761,500
29.0%Motoko Takahashi
3
Waterfront Plaza, Suite 555
500 Ala Moana Boulevard
Honolulu, HI 96813
1,138,900
11.9%Roy Tokujo
1580 Makaloa St.
Honolulu, HI  96814
380,000
4.0%Jerry Ruthruff
700 Richards Street, Apt. 2709,
Honolulu, HI 96813
300,000
3.1%Stanley Mukai
500 Ala Moana Blvd 4th Floor
Honolulu, HI  96813
147,000
1.5%Alan R. Mattson
3
Waterfront Plaza, Suite 555
500 Ala Moana Boulevard
Honolulu, HI 96813
102,000
1.1%Directors and officers
as a group (8  persons)
4,829,400
50.6%  Page
59      (1)
 Except as otherwise noted, Castle believes the persons named in the table
have sole voting and investment power with respect to the shares of Castles
common stock set forth opposite such persons names.  Amounts shown include
the shares owned directly by the holder and shares held indirectly by family
members of the holder or entities controlled by the holder.  (2)
 Determined on the basis of 9,538,055 shares outstanding.  Changes in Control   There
are no current or planned transactions that would or are expected to result in a
change of control of Castle.  Securities Authorized for Issuance under Equity Compensation
Plans  Plan Category
Number of Securities to be issued upon
exercise of outstanding options, warrants and rights
Weighted-average exercise price of
outstanding options, warrants and rights
Number of securities remaining
available for future issuance under equity compensation plans excluding
securities reflected in column (a)(a)
(b)
(c)Equity compensation plans approved by
security holders
None
None
NoneEquity compensation plans not
approved by security holders
None
None
NoneTotal
None
None
None  Options, Warrants and Rights  In 1999
and 2000, Castle issued 11,105 shares of Castles $100 par value redeemable
Preferred Stock through a private placement for a gross consideration of
$1,105,000.  The stock bears cumulative dividends at the rate of $7.50 per
annum for each share of stock.  Upon certain tender offers to acquire
substantially all of Castles common stock, the holders of the Redeemable
Preferred Stock may require that the shares be redeemed at a redemption price of
$100 per share plus accrued and unpaid dividends.  The shares are nonvoting
and entitle the holder to convert each share of Preferred Stock into 33.33
shares of Castles common stock.  Dividends are cumulative from the date of
original issue and are payable, semi-annually, when, and if, declared by the
board of directors.  At December 31, 2006, undeclared and unpaid dividends
on these shares were $704,233 or $63.73 per preferred share.      Page
60   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.  Transactions with Related Persons  Hanalei Bay International Investors (HBII)  The
Chairman and CEO of the Company is the sole shareholder of HBII Management, Inc,
the managing General Partner of HBII.  In March 1999, HBII consummated the
sale of its interest in Hanalei Bay Resort to an unrelated third party.
 The cash proceeds received by HBII on the closing of the sale were not
sufficient to satisfy all claims of HBIIs creditors, including the Company, and
the Company accepted a note receivable in the amount of $4,420,003 as settlement
for its account receivable balance of $1,105,001 at the time of the sale.
 The excess amount ($3.315M) over the receivable balance was accounted for
as a shareholder contribution. Under the terms and conditions of the agreement
to sell Hanalei Bay Resort, HBII is entitled to receive a percentage of the
future cash flows from the resorts hotel operations and the sale of certain
time-share units.  As part
of the Companys purchase of real estate in New Zealand (see Note 11), an
assignment of $3,018,000 of the total note receivable from HBII was made to the
seller of the real estate, with the Company remaining as guarantor should the
note receivable not be collected before December 24, 2009. This obligation has
been subsequently extended until December 24, 2010.  During
2006, the Company also assigned $600,000 of the HBII note receivable to a bank
as security for a term loan.  Castle
had recorded a note receivable from Hanalei Bay International Investors (HBII)
which amounted to $4,420,003 including interest as of December 31, 2007.
 HBII intended to pay that amount from its share of proceeds owed to it
pursuant to an agreement with Quintus (HBR), LLC (HBR).  However, HBR
disputed the amount that it was indebted to HBII, and HBII filed a lawsuit to
collect the amounts owed by HBR.  In March 2008, HBII and Quintus Resorts,
LLC (Quintus), the parent company of HBR, entered into a settlement to resolve
the litigation by Quintus issuing a twenty percent (19.9%) membership interest
in Quintus to HBII or its designee, which included a preferred return as to the
first $6.2 million of future distributions of available cash flow.  Quintus
is the owner of a timeshare resort project in Genoa, Nevada, near Lake Tahoe.
 Quintus has not yet completed its financial statements for 2007 but
estimates that its net loss incurred in 2007 will eliminate all or virtually all
of its net equity as calculated according to generally accepted accounting
principles.  Quintus believes that the fair market value of its assets on a
going concern basis exceeds its liabilities by approximately $15,000,000;
according to Quintus projections, Quintus is projecting cash flows of over
$40,000,000 from the sale of time share intervals and/or real property interests
in its timeshare resort project over the next ten to fifteen years.
 Neither Quintus estimates as to the fair market value of its assets nor
its projections have been verified or reviewed by any independent third party.  For at
least the next two or three years, Quintus will be required to use all of its
available cash flow to pay down the substantial indebtedness it incurred in
purchasing the resort.  Based on Quintuss financial projection, HBIIs
management believes that it is likely to receive in excess of $6,000,000 from
its ownership interest in Quintus and that it will utilize these funds to pay
its indebtedness to Castle.  In that the distributions from HBII will
likely not be realized for a number of years and are subject to uncertainty and
risks over which Castle has no control, there can be no assurance that Castle
will receive any distributions from HBIIs ownership interest in Quintus within
the next ten  Page
61   years, if at all.  As required by Generally Accepted
Accounting Principles (GAAP) the
Company has established a reserve for uncollectible amounts.  The Company
recorded an expense during 2007 for $954,459, and reduced additional paid in
capital for $3,315,002 in providing for the reserve.  In the fourth quarter
the Company reversed $150,542 in accrued Interest Income earned on the Note
during 2007.  Loan
Fees  In
2006, the Company secured $600,000 financing from a bank (see note 6 to the
financial statements) and the CEO of the Company acted as guarantor.  As
consideration for the guaranty, the Company pays a quarterly guaranty fee of 2%
per annum to the CEO of the Company.  During 2007, the Company paid $8,156
in guaranty fees to the Companys CEO.  Related Party Loans  During
2002, the Companys CEO advanced $117,316 to the Company for general working
capital. The note bears interest at 10% and is due on or before 1/1/09.  During
2004, the Companys CEO advanced $125,000 to the Company for general working
capital. The note calls for monthly payments of $2,544, including interest at
prime plus 2.5%, with the remaining principle balance due on 4/26/09.  During
2004, a director of the Company advanced $125,000 to the Company for general
working capital.  The note calls for monthly payments of $520.83, plus
interest on the unpaid balance at 10%. The unpaid principle balance is due on
1/1/09.  In
December of 2007, the Chairman and CEO of the Company advanced $75,000 to the
Company to capitalize the Companys Thailand subsidiary.  Through
December 2007, the Company has accrued but not paid Mr. Jerry Ruthruff a total
of $72,000 for professional fees earned during 2007.  Except
for the transactions with HBII, the issuance of stock described above, the
financing guarantee arrangement, the related party loans and unpaid fees, and
the employment agreements with Rick Wall and Alan Mattson, there were no
transactions, proposed transactions or outstanding transactions to which Castle
or any of its subsidiaries was or is to be a party, in which the amount involved
exceeds $50,000 and in which any director or executive officer, or any
shareholder who is known to Castle to own of record or beneficially more than
10% of Castles common stock, or any member of the immediate family of any of
the foregoing persons, had a direct or indirect material interest.  Parents of the Issuer:  Not
applicable.  Transactions with Promoters and Control Persons  Except
as indicated under the heading Transactions with Related Persons of this Item
12, above, there were no material transactions, or series of similar
transactions, during Castles last five fiscal years, or any currently proposed
transactions, or series of similar transactions, to which we or any of our
subsidiaries was or is to be a party, in which the amount involved exceeded
$120,000 and in  Page
62   which any promoter or founder of ours or any member of the
immediate family of any of the foregoing persons, had an interest.    ITEM
13. EXHIBITS.  Exhibit Index  Exhibit No.
Title of Document
Location if other than attached
hereto
Previously Filed3.1 *
Restated Articles of
Incorporation
Part I, Item 1 *
*3.2 *
Certificate of Designation
Part I, Item 1 *
*3.3 *
By-Laws
Part I, Item 1 *
*3.4 *
By-Law Amendment
Part I, Item 1 *
*10.1
Settlement Agreement Manhattan
Guam
Part I, Item 1 *
*10.2
Employment Agreement with Rick Wall
as amended
Part III, Item 10 *
*10.3
Employment Agreement with Alan
Mattson
Part III, Item 10 *
*14
Code of Ethics
Part III, Item 10
*21
Subsidiaries of the Company31.1
302 Certification of Rick Wall32
906 Certification * Incorporated herein
by reference and Filed as exhibit to Form 10KSB for the year ended December 31,
2006 on September 19, 2007.    ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  The
Following is a summary of the fees billed to us by our principal accountants
during the fiscal years ended December 31, 2007 and 2006:  Fee Category
2007
2006Audit Fees
$
     148,915
$
83,468Audit-related Fees
0

0Tax Fees
4,715

5,960All Other Fees
0

3,372Total Fees
$       153,630
$
92,800  AUDIT FEES  The
aggregate fees billed by Castles auditors for professional services rendered in
connection with the audit of Castles annual consolidated financial statements
and reviews of the interim consolidated financial statements for 2007 and 2006
were $148,915 and $83,468 respectively.  AUDIT-RELATED FEES  The
aggregate fees billed by Castles auditors for any additional fees for assurance
and related services that are reasonably related to the performance of the audit
or review of Castles financial statements and are not reported under Audit
Fees above for 2007 and 2006 were $0 for all years.  Page
63    TAX
FEES The
aggregate fees billed by Castles auditors for professional services for tax
compliance, tax advice, and tax planning for 2007 and 2006 were $4,715 and
$5,960  respectively.  ALL
OTHER FEES  The
aggregate fees billed by Castles auditors for all other non-audit services
rendered to Castle, such as attending meetings and other miscellaneous financial
consulting, for 2007 and 2006 were $0 and $3,372, respectively.    SIGNATURES  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.  THE
CASTLE GROUP, INC.  Date:
 April 14, 2008
                                                            By
 /s/ Rick Wall Rick
Wall, Chief Executive Officer and
Chairman of the Board  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.   /s/
Rick Wall
                          Date:
     4/14/08 Rick
Wall Chief
Executive Officer and Chairman of the Board  /s/ Alan R. Mattson     Date:
 4/14/08 Alan R. Mattson Director and Chief Operating Officer, President, Castle Resorts & Hotels, Inc.   /s/
Motoko Takahashi
           Date:
 4/14/08      
            /s/
Stanley Mukai        Date:
 4/14/08 Motoko
Takahashi
                                                                Stanley
Mukai Director
                                                                                 Director  /s/
Robert Wu
            Date:
 4/14/08             
                /s/Rick
Humphreys      Date:4/14/08 Robert
Wu
                                                                          Rick
Humphreys Director
                                                                               Director  /s/
Tony Vericella         Date:
 4/14/08               
         /s/ Roy Tokujo
           Date:
 4/14/08 Tony
Vericella
                                                                  Roy
Tokujo Director
                                                                             Director    Page
64