**SECURITIES AND        EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM        10-QSB**

*(Mark        One)*

þ     Quarterly        report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly        period ended **September 30, 2007**.

 ̈             Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the        transition period from                            to                    .

Commission file        number: **000-28731**

**SUNVESTA,        INC.**

**(formerly        "OPENLiMiT, INC.)**(Exact name of small business issuer as specified in its charter)

| **FLORIDA**                        (State or other jurisdiction of incorporation or organization) | **98-0211356**                        (IRS Employer Identification Number) |
|---------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|

**Seestrasse 97,        Oberrieden, Switzerland CH-8942**        (Address of Principal Executive        Office)          (Postal Code)

**011 41 43 388        40 60**(Issuer’s telephone number)

Check whether the registrant: (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        þ                                No  ̈

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

Yes         ̈                                No þ

The number of outstanding shares of        the registrant’s common stock, $0.01 par value (the only class of voting stock), as        of November 12, 2007 was 28,831,237.

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**TABLE OF CONTENTS**

**           **Page**    **PART I.**     **ITEM 1.                    FINANCIAL STATEMENTS**  3   Unaudited Interim Balance Sheet as of                            September 30, 2007  4   Unaudited Interim Condensed                            Statements of Operations for the three and nine months ended September                            30, 2007 and 2006 and the period from the date of inception (January 1,                            2005) to September 30, 2007  5   Unaudited Interim Condensed                            Statements of Cash Flows for the nine months ended September 30, 2007                            and 2006 and the period from the date of inception (January 1, 2005) to                            September 30, 2007  6   Notes to Unaudited Interim Financial                            Statements  7                 **ITEM 2. MANAGEMENT'S PLAN OF                            OPERATION**  11  **ITEM 3.                    CONTROLS AND PROCEDURES**  19 **PART II.**     **ITEM 1.                    LEGAL PROCEEDINGS**  19  **ITEM 2.                    UNREGISTERED SALES OF EQUITY SECURITIES**  19  **ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES**  19  **ITEM 4.                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**  19  **ITEM 5.                    OTHER INFORMATION**  20  **ITEM 6.                    EXHIBITS**  20  **SIGNATURES**  21 **INDEX TO                    EXHIBITS**  22 **
**            2        **

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**PART        I**

 

| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

As used        herein the terms “Company,” “we,” “our,” and        “us” refer to SUNVESTA, Inc. (formerly “OPENLiMiT, Inc.), a Florida        corporation, unless otherwise indicated. In the opinion of management, the accompanying        unaudited interim financial statements included in this Form 10-QSB reflect all adjustments        (consisting only of normal recurring accruals) necessary for a fair presentation of the        results of operations for the periods presented. The results of operations for the periods        presented are not necessarily indicative of the results to be expected for the full        year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

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| SUNVESTA, INC.                                                            |
|---------------------------------------------------------------------------|
| (A Development Stage Company)                                             |
| CONSOLIDATED BALANCE SHEET                                                |
|                                                                      |   |   |   | September 30, |
|                                                                      |   |   |   | 2007 |
| ASSETS                                                                    |   |   |   | (Unaudited) |
| Current assets:                                                           |   |   |   |   |
| Cash and cash equivalents                                                 |   |   | $ | 12,766 |
| Deposits                                                                  |   |   |   | 53,126 |
| Other assets                                                              |   |   |   | 30,788 |
|                                                                      |   |   |   |   |
| Total current assets                                                      |   |   |   | 96,680 |
|                                                                      |   |   |   |   |
| Property and equipment, net                                               |   |   |   | 9,272,940 |
|                                                                      |   |   |   |   |
| Total assets                                                              |   |   | $ | 9,369,620 |
|                                                                      |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                      |   |   |   |   |
| Current liabilities:                                                      |   |   |   |   |
| Accounts payable                                                          |   |   | $ | 1,295,028 |
| Accrued expenses                                                          |   |   |   | 470,836 |
| Note payable                                                              |   |   |   | 700,000 |
| Advances from related parties                                             |   |   |   | 2,663,983 |
|                                                                      |   |   |   |   |
| Total current liabilities                                                 |   |   |   | 5,129,847 |
|                                                                      |   |   |   |   |
| Commitments and contingencies                                             |   |   |   |   |
|                                                                      |   |   |   |   |
| Stockholders' equity:                                                     |   |   |   |   |
| Preferred stock, $.01 par value; 50,000,000                        shares |   |   |   |   |
| authorized, no shares issued and outstanding                              |   |   |   | - |
| Common stock, $.01 par value; 200,000,000 shares                          |   |   |   |   |
| authorized, 28,831,237 issued and outstanding                             |   |   |   | 288,312 |
| Additional paid-in capital                                                |   |   |   | 10,960,466 |
| Accumulated other comprehensive income (loss)                             |   |   |   | (117,659) |
| Retained earnings prior to development stage                              |   |   |   | 1,602 |
| Deficit accumulated during the development stage                          |   |   |   | (6,892,948) |
|                                                                      |   |   |   |   |
| Total stockholder's equity                                                |   |   |   | 4,239,773 |
|                                                                      |   |   |   |   |

 

| Total liabilities and stockholders' equity                                                        |   |   | $ | 9,369,620 |
|---------------------------------------------------------------------------------------------------|--------|--------|---|-----------|
| The accompanying notes are an integral part of these                        financial statements. |

 

4

 

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| SUNVESTA, INC.                                                                                          |
|---------------------------------------------------------------------------------------------------------|
| (A Development Stage Company)                                                                           |
| UNAUDITED CONSOLIDATED STATEMENTS OF                        OPERATIONS                                  |
|                                                                                                    |   | Three Months Ended |   | Nine Months Ended |   |   |
|                                                                                                    |   | September 30, |   | September 30, |   | Cumulative |
|                                                                                                    |   | 2007 |   | 2006 |   | 2007 |   | 2006 |   | Amounts |
| Revenues, net                                                                                           | $ | - |   | - |   | - |   | - |   | - |
| Cost of revenues                                                                                        |   | - |   | - |   | - |   | - |   | - |
| Gross profit                                                                                            |   | - |   | - |   | - |   | - |   | - |
| Operating expenses:                                                                                     |   |   |   |   |   |   |   |   |   |   |
| General and administrative expenses                                                                     |   | 740,156 |   | 908,703 |   | 2,214,772 |   | 1,528,043 |   | 5,462,179 |
| Sales and marketing                                                                                     |   | 2,578 |   | 47,151 |   | 95,843 |   | 78,585 |   | 234,446 |
|                                                                                                    |   | 742,734 |   | 955,854 |   | 2,310,615 |   | 1,606,628 |   | 5,696,625 |
| Loss from operations                                                                                    |   | (742,734) |   | (955,854) |   | (2,310,615) |   | (1,606,628) |   | (5,696,625) |
| Other income (expense):                                                                                 |   |   |   |   |   |   |   |   |   |   |
| Loss on sale of investments                                                                             |   | (608) |   | - |   | (128,833) |   | - |   | (1,137,158) |
| Interest income                                                                                         |   | 2,612 |   | - |   | 8,366 |   | - |   | 8,544 |
| Interest expense                                                                                        |   | (64,443) |   | (17,156) |   | (79,035) |   | (28,593) |   | (125,339) |
| Gain on cancellation of debt                                                                            |   | - |   | - |   | - |   | 43,012 |   | 57,630 |
|                                                                                                    |   | (62,439) |   | (17,156) |   | (199,502) |   | 14,419 |   | (1,196,323) |
| Loss before provision for income taxes                                                                  |   | (805,173) |   | (973,010) |   | (2,510,117) |   | (1,592,209) |   | (6,892,948) |
| Provision for income taxes                                                                              |   | - |   | - |   | - |   | - |   | - |
| Net loss                                                                                                | $ | (805,173) |   | (973,010) |   | (2,510,117) |   | (1,592,209) |   | (6,892,948) |
| Comprehensive income:                                                                                   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                                | $ | (805,173) |   | (973,010) |   | (2,510,117) |   | (1,592,209) |   | (6,892,948) |
| Foreign currency translation adjustments                                                                |   | - |   | - |   | 22,215 |   | - |   | (117,659) |
| Less: reclassification adjustments for foreign currency                        translations adjustments |   |   |   |   |   |   |   |   |   |
| currency translation adjustments included                                                               |   |   |   |   |   |   |   |   |   |   |
| in net income                                                                                           |   | - |   | - |   | - |   | - |   | - |
| Comprehensive income (loss)                                                                             | $ | (805,173) |   | (973,010) |   | (2,487,902) |   | (1,592,209) |   | (7,010,607) |
| Loss per common share - basic and diluted                                                               | $ | (0.04) |   | (0.05) |   | (0.12) |   | (0.08) |   |   |

 

| Weighted average common shares -                                                                  |   |       |   |       |   |       |   |       |   |   |
|---------------------------------------------------------------------------------------------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|--------|
| basic and diluted                                                                                 |   | 21,664,000 |   | 21,000,000 |   | 21,222,000 |   | 21,000,000 |   |   |
| The accompanying notes are an integral part of these                        financial statements. |

 

 

 

 

 

 

5

 

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| SUNVESTA, INC.                                                         |
|------------------------------------------------------------------------|
| (A Development Stage Company)                                          |
| UNAUDITED CONSOLIDATED STATEMENTS OF CASH                        FLOWS |
|                                                                   |   | Nine Months Ended |   |   |
|                                                                   |   | September 30, |   | Cumulative |
|                                                                   |   | 2007 |   | 2006 |   | Amounts |
| Cash Flows from operating activities:                                  |   |   |   |   |   |   |
| Net loss                                                               | $ | (2,510,117) |   | (1,592,207) |   | (6,892,948) |
| Adjustments to reconcile net loss to net cash                          |   |   |   |   |   |   |
| used in operating activities:                                          |   |   |   |   |   |   |
| Depreciation                                                           |   | 70,276 |   | 35,725 |   | 794,776 |
| Loss on securities acquired as a deposit                               |   |   |   |   |   |   |
| on stock                                                               |   | 128,834 |   | - |   | 1,137,158 |
| Gain on cancellation of debt                                           |   | - |   | (43,012) |   | (43,012) |
| (Increase) decrease in:                                                |   |   |   |   |   |   |
| Other assets                                                           |   | 246 |   | - |   | (30,788) |
| Increase (decrease) in:                                                |   |   |   |   |   |   |
| Accounts payable                                                       |   | 1,125,657 |   | 430,601 |   | 1,279,833 |
| Accrued expenses                                                       |   | (119,290) |   | - |   | 498,609 |
| Net cash used in operating activities                                  |   | (1,304,394) |   | (1,168,893) |   | (3,256,372) |
|                                                                   |   |   |   |   |   |   |
| Cash flows from investing activities:                                  |   |   |   |   |   |   |
| Proceeds from securities available-for-sale                            |   | 253,823 |   | - |   | 1,752,156 |
| Acquisition of deposits                                                |   | (10,457) |   | (20,834) |   | (53,126) |
| Acquisition of intangibles                                             |   | - |   | - |   | (667,341) |
| Purchase of property and equipment                                     |   | (7,672,830) |   | (369,129) |   | (9,400,370) |
| Net cash used in investing activities                                  |   | (7,429,464) |   | (389,963) |   | (8,368,681) |
|                                                                   |   |   |   |   |   |   |
| Cash flows from financing activities:                                  |   |   |   |   |   |   |
| Net proceeds from deposit on stock                                     |   | 1,849,693 |   | 1,211,714 |   | 3,664,417 |
| Advances from related parties                                          |   | 6,235,189 |   | 249,732 |   | 6,918,082 |
| Proceeds from reverse acquisition                                      |   | - |   | - |   | 491,521 |
| Increase in notes payable                                              |   | 700,000 |   | - |   | 700,000 |
| Net cash provided by financing activities                              |   | 8,784,882 |   | 1,461,446 |   | 11,774,020 |
|                                                                   |   |   |   |   |   |   |
| Net increase (decrease) in cash                                        |   | 51,024 |   | (97,410) |   | 148,967 |
|                                                                   |   |   |   |   |   |   |
| Accumulated other comprehensive income (loss)                          |   | (138,237) |   | - |   | (136,756) |
|                                                                   |   |   |   |   |   |   |
| Cash, beginning of period                                              |   | 99,979 |   | 129,750 |   | 555 |
|                                                                   |   |   |   |   |   |   |

 

| Cash, end of period                                                                               | $ | 12,766 |   | 32,340 |   | 12,766 |
|---------------------------------------------------------------------------------------------------|---|--------|--------|--------|--------|--------|
| The accompanying notes are an integral part of these                        financial statements. |

 

6

 

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SUNVESTA, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September        30, 2007

 

Note 1        – Organization and Basis of Presentation

 

On August        27, 2007, SunVesta, Inc. (formerly OpenLimit, Inc.) (SunVesta) acquired SunVesta Holding AG        (SunVesta AG) (collectively the Company). SunVesta AG also has four wholly-owned        subsidiaries Sunvesta Projects and Management AG, a Swiss Company; Rich Land Investments        Limitada, a Costa Rican Company; Sunvesta Turistik Yatririm VE, a Turkish Company; and        Sunvesta Tourism Costa Rica Ltda., a Costa Rican Company.

 

The        acquisition was completed under a Securities Exchange Agreement and Plan of Exchange (the        Agreement) and the terms of the Agreement provide that SunVesta AG will be a wholly-owned        subsidiary of SunVesta, and the stockholders of SunVesta AG received 21,000,000        (approximately 94% immediately after the transaction) shares of SunVesta common        stock.

 

The        consolidated financial statements at September 30, 2007 and 2006 assume the acquisition of        SunVesta by SunVesta AG occurred January 1, 2005 (date of inception of development stage).        Because the shares issued in the acquisition of SunVesta AG represent control of the total        shares of SunVesta’s common stock issued and outstanding immediately following the        acquisition, SunVesta AG is deemed for financial reporting purposes to have acquired        SunVesta in a reverse acquisition. The business combination has been accounted for as a        recapitalization of SunVesta giving effect to the acquisition of 100% of the outstanding        common shares of SunVesta AG. The surviving entity reflects the assets and liabilities of        SunVesta and SunVesta AG at their historical book value. The issued common stock is that of        SunVesta, the accumulated deficit is that of SunVesta AG, and the statements of operations        is that of SunVesta AG for the three and nine months ended September 30, 2007 and 2006 and        cumulative amounts, plus that of SunVesta from August 28, 2007 through September 30,        2007.

 

The        accompanying unaudited consolidated financial statements have been prepared by management        in accordance with the instructions in Form 10-QSB and, therefore, do not include all        information and footnotes required by generally accepted accounting principles and should,        therefore, be read in conjunction with the Company’s Form 10-KSB for the period        December 31, 2006 and Form 8K filed September 27, 2007. These statements do include all        normal recurring adjustments which the Company believes necessary for a fair presentation        of the statements. The interim results of operations are not necessarily indicative of the        results to be expected for the full year ended December 31, 2007.

 

In January        2005 (date of inception of development stage), the Company changed its business focus to        the development of private equity financial products, whose funds will be invested        primarily in the hospitality and related industry.

 

7

         

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SUNVESTA, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September        30, 2007

 

Note 2 -        Additional Footnotes Included By Reference

 

Except as        indicated in the notes below, there have been no other material changes in the information        disclosed in the notes to the financial statements included in the Company’s Form        10-KSB for the year ended December 31, 2006 and the Form 8K filed September 27, 2007.        Therefore, those footnotes are included herein by reference.

 

Note        3 – Principles of Consolidation

 

The        consolidated financial statements include the accounts of SunVesta, Inc., and its        subsidiaries. All significant intercompany balances and transactions have been        eliminated.

 

Notes 4        - Going Concern

 

As shown in        the accompanying financial statements, the Company has negative working capital, an        accumulated deficit, and has incurred a net loss at September 30, 2007. Management intends        to seek additional capital from new equity securities offerings that will provide funds        needed to increase liquidity, fund internal growth and fully implement its business plan.        Management’s plan also includes negotiations to convert significant portions of        existing debt into equity.

 

An        estimated $10 million is believed necessary to continue operations and increase development        through the next fiscal year. The timing and amount of capital requirements will depend on        a number of factors, including demand for products and services and the availability of        opportunities for international expansion through affiliations and other business        relationships. The Company currently has plans for a hotel in the Papagayo Gulf Tourism        Project area of Costa Rica and the hotel is expected to open in 2010.

 

The        financial statements do not include any adjustments relating to the recoverability and        classification of recorded assets, or the amounts and classification of liabilities that        might be necessary in the event the Company cannot continue in existence.

 

Note 5        – Property and Equipment

 

Property        and equipment consists of the following:

 

| Land | $ | 7,000,000 |
|------|---|-----------|

|   | IT Equipment | 181,535 |
|--------|--------------|---------|

|   | Furniture and equipment | 29,148 |
|--------|-------------------------|--------|

|   | Leasehold improvements | 64,772 |
|--------|------------------------|--------|

|   | Construction in-process (see Note 6) | 2,116,885 |
|--------|--------------------------------------|-----------|

|   | 9,392,340 |
|--------|-----------|

|   | Less accumulated depreciation | (119,400) |
|--------|-------------------------------|-----------|

 

|   | $ | 9,272,940 |
|--------|---|-----------|

 

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SUNVESTA, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September        30, 2007

 

Note 6        – Construction In-Process

 

The Company        owns a land lot and a concession to build a hotel and apartments on the land lot situated        in the Papagayo Gulf Tourism Project area of Costa Rica.

 

At        September 30, 2007, the Company had incurred $2,116,885 of costs (principally consisting of        architectural plans and drawings) related to construction of a luxury hotel and resort on        the grounds of the aforementioned Costa Rica land lot.

 

Note 7        – Note Payable

 

The        Company’s note payable consists of a $700,000 note payable to Brues y Fernandez        Construciones S.A. (ByF), a construction contractor (see Note 6 and 11). The Company has        agreed to pay interest at 6% beginning June 1, 2007. The Company is currently discussing        repayment terms with ByF. The note is collaterized by common shares in Rich Land        Investments Limitada.

 

Note 8        – Advances from Related Parties

 

Advances        from related parties consists of unsecured due on demand advances as follows:

 

|   | Zypam Ltd. | $ | 2,591,584 |
|--------|------------|---|-----------|

|   | TT | 72,399 |
|--------|----|--------|

 

|   | $ | 2,663,983 |
|--------|---|-----------|

 

Zypam Ltd.        and TT are shareholders of the Company. The Company has an agreement with Zypam Ltd. that        requires a 3% interest charge on funds advanced and contains a subordination clause wherein        all other creditors of the Company were given a higher security interest. The advance from        TT is noninterest bearing and has no specific repayment terms.

 

Note 9        – Deposits on Stock

 

During 2007        and 2006, a group of individuals executed investment agreements with the Company and        deposited an aggregate amount of $6,553,123 (comprised of cash and marketable securities)        with the Company. In the investment agreements, the investors agreed to accept varying        amounts of common shares in the Company. These deposits were converted into equity on        September 28, 2007.

 

 

 

 

9

         

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SUNVESTA, INC.

(A        Development Stage Company)

NOTES        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September        30, 2007

 

Note 10        – Related Party Transactions

 

Certain of        the Company’s related parties (see Note 8) provided consulting services for a fee to        the Company. Consulting expenses to these parties totaled approximately $99,000 and        $197,000 in 2007 and 2006, respectively.

 

Note 11        – Construction Related Agreement

 

On March        19, 2007, the Company executed an agreement with Brues y Fernandez Construciones S.A.        (ByF), a construction contractor based in Madrid, Spain. Terms of the agreement stated that        ByF and the Company will negotiate in good faith but on a non-binding basis the appointment        of ByF as general contractor of a hotel on the land lot in the Papagayo Gulf Tourism        Project area of Costa Rica (see Note 6).

 

Note 12        – Recent Accounting Pronouncements

 

In        June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation        No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of        FASB Statement No. 109.” This statement clarifies the accounting for uncertainty        in income tax positions. The Company adopted the provisions of FIN 48 on January 1, 2007.        The Company did not make any adjustment to opening retained earnings as a result of the        implementation. The Company recognizes interest accrued related to unrecognized tax        benefits along with penalties in operating expenses. During the nine months ended September        30, 2007, the Company did not recognize any interest or penalties relating to income        taxes.

 

 

 

 

 

 

 

10

         

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| **ITEM 2.** | **MANAGEMENT’S PLAN OF OPERATION** |
|-------------|------------------------------------------|

 

This*Management's Plan of Operation*and*Results of Operation*and other parts of this        report contain forward-looking statements that involve risks and uncertainties.        Forward-looking statements can also be identified by words such as "anticipates,"        "expects," "believes," "plans," "predicts," and similar terms. Forward-looking statements        are not guarantees of future performance and our actual results may differ significantly        from the results discussed in the forward-looking statements. Factors that might cause such        differences include, but are not limited to those discussed in the subsections        entitled*Forward-Looking Statements and Factors That May Affect        Future Results and Financial Condition*. The following discussion        should be read in conjunction with our financial statements and notes thereto included in        this report. All information presented herein is based on our period ended September 30,        2007. Our fiscal year end is December 31.

 

***General***

 

The Company        was incorporated under the laws of the State of Florida on September 12, 1989, as Thor        Ventures Corp. On November 26, 2002, the Company changed its name to “Jure Holdings,        Inc.” as part of a process to restructure the corporation. On April 25, 2003, we        acquired OPENLiMiT Holding AG (“OPENLiMiT AG”), a Swiss developer of digital        signature software and subsequently changed our name to OPENLiMiT, Inc. We spun-off        OPENLiMiT, AG to our stockholders on September 1, 2005. On August 24, 2007 the Company        changed its name to “SunVesta, Inc. and on August 27, 2007 acquired SunVesta AG        (“SunVesta”) as a wholly owned subsidiary.

 

SunVesta        was incorporated under the laws of Switzerland on December 18, 2001 and is domiciled in        Zug, Switzerland. SunVesta intends to develop luxury hotels and resorts in emerging tourist        destinations that will offer factional ownership with international membership privileges.        SunVesta operates through its wholly-owned subsidiaries, Sunvesta Projects and Management        AG, a Swiss incorporated company and Rich Land Investments Limitada, a Costa Rica        incorporated company.

 

SunVesta        will concentrate initially on offering luxury hotel products located in attractive,        top-class coastal vacation destinations in countries such as Costa Rica, Vietnam and Turkey        that are fast emerging as popular tourist destinations. Building on the anticipated success        of its initial offerings, SunVesta intends to extend its innovative program of private        residence clubs and fractional ownership to traditional tourist destinations in order to        attract business, sports and shopping travelers. Ultimately, SunVesta intends to develop at        least one exclusive luxury hotel and resort in the top vacation destination on each        continent in addition to at least five world-class locations that will serve as city        boutique and mountain resort hotels.

 

SunVesta’s initial real estate development is to be constructed on 8.5        hectares of land that includes a concession to build an exclusive resort & spa hotel        with a luxury private residence club on prime land located in Guanacaste, Costa Rica.        Guanacaste has long been considered the most beautiful of Costa Rica’s provinces.        SunVesta purchased the land and the concession by acquiring all of the common stock of Rich        Land Investments Limitada through a series of incremental payments in the aggregate of        $7,000,000 between May of 2006 and September of 2007. The construction of the $120 million        SunVesta Papagayo Princess Resort is expected to start in the spring of 2008, to be        completed in 2010.

 

Our plan of        operation for the coming year is to focus on the development of our business model, which        will require $10,000,000 in funding over the next 12 months. We are confident that these        funds, to be used primarily in the construction of SunVesta’s initial luxury resort,        will be made available from debt or equity financings.

 

11

         

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***Results of Operations***

 

During the        nine month period ended September 30, 2007 and the year ended December 31, 2006, the        Company’s operations were limited to satisfying continuous public disclosure        requirements while negotiating and completing the acquisition of SunVesta.

 

***Net        Losses/Income***

 

For the        period from January 1, 2005 until September 30, 2007, the Company incurred a net loss of        $6,892,948. Net losses for the three month period ended September 30, 2007 were $805,173 as        compared to net losses of $973,010 for the three months ended September 30, 2006. Net        losses for the nine month period ended September 30, 2007 were $2,510,117 as compared to        net losses of $1,592,209 for the nine months ended September 30, 2006. Our net losses in        the current three and nine month periods are attributable to general and administrative        expenses, sales and marketing expenses and losses on the sale of investments. General and        administrative expenses include financing costs, accounting costs, consulting fees, leases,        employment costs, professional fees and costs associated with the preparation of disclosure        documentation. We did not generate any revenues during this period.

 

The Company        expects to continue to incur losses through the year ended December 31, 2007.

         

***Income Tax Expense (Benefit)***

         

The Company        has a prospective income tax benefit resulting from a net operating loss carryforward and        start up costs that might offset any future operating profit.

 

***Impact of Inflation***

         

The Company        believes that inflation has had a negligible effect on its operations over the past three        years.

 

***Capital Expenditures***

 

The Company        expended a significant amount on capital expenditures in connection with the purchase of        land that includes a concession to build a hotel and private residence club in Costa Rica,        for the period from January 1, 2005 to September 30, 2007.

 

***Liquidity and Capital Resources***

 

As of        September 30, 2007, we had current assets of $96,680 and total assets of $9,369,620 as        compared to a working capital deficit of $5,033,167. These assets consist of $12,766 in        cash, $53,126 in deposits and $30,788 in prepaid items and advances. Net stockholders'        equity in the Company was $4,239,773 at September 30, 2007. The Company has been in the        development stage since inception, and has experienced significant changes in liquidity,        capital resources and stockholders’ equity.

 

Cash flow        used in operating activities was $3,256,372 for the period from January 1, 2005 to        September 30, 2007. Cash flow used in operating activities for the nine month period ended        September 30, 2007 was $1,304,394 as compared to $1,168,893 for the nine months ended        September 30, 2006. The increase in cash flow used in operating activities in the current        nine month period was due primarily to the net losses accrued through operating expenses        mitigated by an increase in accounts payable.

 

 

12

         

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Cash flow        provided by financing activities was $11,774,020 for the period from January 1, 2005 to        September 30, 2007. Cash flow provided by financing activities for the nine month period        ended September 30, 2007 was $8,784,882 as compared to $1,461,446 for the nine months ended        September 30, 2006. Cash flow provided by financing activities in the current nine month        period can be attributed to net proceeds given to stock deposits, advances from related        parties and notes payable.

 

Cash flows        used in investing activities was $8,368,681 for the period from January 1, 2005 to        September 30, 2007. Cash flows used in investing activities for the nine month period ended        September 30, 2007 was $7,429,464 as compared to $389,963 for the nine months ended        September 30, 2006. Cash flow used in investing activities in the current nine month period        can be primarily attributed to the purchase of property in Costa Rica offset by proceeds        from the sale of securities.

 

Our current        assets are insufficient to conduct the Company’s plan of operation over the next        twelve (12) months and we will have to seek debt or equity financing to fund operations. We        have no current commitments or arrangements with respect to, or immediate sources of        funding. Further, no assurances can be given that funding, if needed, would be available or        available to us on acceptable terms. Our stockholders would be the most likely source of        new funding in the form of loans or equity placements though none have made any commitment        for future investment and we have no agreement formal or otherwise. The Company’s        inability to obtain funding would have a material adverse affect on our plan of        operation.

 

The Company        has no current plans for the purchase or sale of any plant or equipment.

 

The Company        has no current plans to make any changes in the number of employees.

 

***Off        Balance Sheet Arrangements***

 

As of        September 30, 2007, the Company has no significant off-balance sheet arrangements that have        or are reasonably likely to have a current or future effect on our financial condition,        changes in financial condition, revenues or expenses, results of operations, liquidity,        capital expenditures, or capital resources that is material to stockholders.

***Forward Looking Statements and Factors That May Affect Future Results        and Financial Condition***

 

The        statements contained in the section titled*Management’s Plan        of Operation,*with the exception of historical facts, are forward        looking statements within the meaning of Section 27A of the Securities Act. A safe-harbor        provision may not be applicable to the forward looking statements made in this Form 10-QSB        because of certain exclusions under Section 27A (b). Forward looking statements reflect our        current expectations and beliefs regarding our future results of operations, performance,        and achievements. These statements are subject to risks and uncertainties and are based        upon assumptions and beliefs that may or may not materialize. These statements include, but        are not limited to, statements concerning:

 

|   | **•** | our anticipated financial performance and business                        plan; |
|--------|------------|---------------------------------------------------------------------------------|

|   | **•** | the sufficiency of existing capital resources; |
|--------|------------|------------------------------------------------|

|   | **•** | our ability to raise additional capital to fund cash                        requirements for future operations; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------|

|   | **•** | uncertainties related to the Company’s future business                        prospects; |
|--------|------------|------------------------------------------------------------------------------------------------|

|   | **•** | the ability of the Company to generate revenues to fund                        future operations; and |
|--------|------------|-------------------------------------------------------------------------------------------------------|

|   | **•** | the volatility of the stock market and general economic                        conditions. |
|--------|------------|--------------------------------------------------------------------------------------------|

 

 

13

         

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We wish to        caution readers that the Company’s operating results are subject to various risks and        uncertainties that could cause its actual results to differ materially from those discussed        or anticipated, including the factors set forth in the section        entitled*Risk Factors*included elsewhere        in this report. We also wish to advise readers not to place any undue reliance on the        forward looking statements contained in this report, which reflect our beliefs and        expectations only as of the date of this report. We assume no obligation to update or        revise these forward looking statements to reflect new events or circumstances or any        changes in our beliefs or expectations, other than is required by law.

 

***Risk        Factors***

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in this quarterly report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

***The        Company’s limited operating history; anticipated losses; uncertainly of future        results.***

 

The Company        has no operating history upon which an evaluation of its business prospects can be based.        Rather, the Company’s prospects must be evaluated with a view to the risks        encountered by a company in an early stage of development, particularly in light of the        uncertainties relating to the acceptance of its business model.

 

The Company        will be incurring costs to develop its luxury real estate and hospitality business. There        can be no assurance that we will be profitable on a quarterly or annual basis. In addition,        as the Company expands its business operations it will likely need to increase its        operating expenses and increase its administrative resources. To the extent that such        expenses are not subsequently followed by commensurate revenues, our business results of        operations and financial condition would be materially adversely affected.

 

***The        Company has a historical record of losses which may continue.***

 

The Company        reported cumulative operating losses between January 1, 2005 and September 30, 2007 of        $6,892,948 and operating losses for the nine months ended September 30, 2007 of $2,510,117.        The historical record indicates that the Company has not realized revenue from its efforts        and cannot provide us with any certainty that revenue is forthcoming or that revenue would        be sufficient to support operations. The sum of these indicators creates uncertainty as to        whether the Company will ever transition from losses to profits. Should the Company        continue to incur losses it would be unable to meet its working capital requirements which        inability would stifle operations.

 

***Need        for additional financing.***

 

The Company        has no revenue from operations and therefore is not able to meet operating costs. As such,        the Company will need to raise capital within the next twelve months to implement its plan        of operation. However, there can be no assurance that the Company will be able to raise the        required capital or that any capital raised will be obtained on favorable terms. Failure to        obtain adequate capital would significantly curtail the Company’s        business.

 

 

 

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***Unpredictability of future revenues; potential fluctuations in the        Company’s operating results.***

 

Since the        Company has no history of generating revenues within the niche luxury real estate market in        which it intends to compete, it is unable to forecast revenues accurately. The        Company’s current and future expense levels are based largely on its own        investment/operating plans and estimates of future revenue. The Company may be unable to        adjust spending to compensate for any unexpected revenue shortfall or delay. Accordingly,        any significant shortfall or delay in revenue in relation to our planned expenditures would        have an immediate adverse affect on the Company’s business, financial condition, and        results of operations.

 

***Dependence on key personnel.***

 

The        Company’s performance and operating results are substantially dependent on the        continued service and performance of its managers, officers, and directors. The Company        intends to hire additional management personnel as they move forward with their business        model. Competition for such personnel is intense, and there can be no assurance that the        Company will be able to retain its key management employees, or that it will be able to        attract or retain highly qualified technical personnel in the future. The loss of the        services any of our key employees or the inability to attract and retain the necessary        management personnel could have a material adverse effect upon the Company’s        business.

 

***Unproven acceptance of the Company’s approach to offering        fractional ownership of luxury real estate.***

 

Although        the concept of fractional ownership of luxury real estate is not new to the hospitality        industry, our plan of operation incorporates proven traditional elements of fractional        ownership with unproven concepts yet to be offered. As a result, the Company does not know        with any certainty whether its services and/or products will be accepted within the        hospitality marketplace. If the Company’s services and/or products prove to be        unsuccessful within the marketplace, such failure could materially adversely affect our        financial condition, operating results, and cash flows.

 

***The        market for our stock is limited and our stock price may be volatile.***

 

The market        for our common stock has been limited due to low trading volume and the small number of        brokerage firms acting as market makers. Because of the limitations of our market and        volatility of the market price of our stock, investors may face difficulties in selling        shares at attractive prices when they want to. The average daily trading volume for our        stock has varied significantly from week to week and from month to month, and the trading        volume often varies widely from day to day.

 

***We        incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.***

 

We incur        significant legal, accounting and other expenses as a result of being listed on the Over        the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules        implemented by the Commission, has required changes in corporate governance practices of        public companies. We expect that compliance with these laws, rules and regulations,        including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the        following risk factor, may substantially increase our expenses, including our legal and        accounting costs, and make some activities more time-consuming and costly. As a result,        there may be a substantial increase in legal, accounting and certain other expenses in the        future, which would negatively impact our financial performance and could have a material        adverse effect on our results of operations and financial condition.

 

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***Our        internal controls over financial reporting may not be considered effective, which could        result in a loss of investor confidence in financial reports and in turn have an adverse        effect on our stock price.***

 

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the        year ending December 31, 2007, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will contain, among other        matters, an assessment of the effectiveness of our internal controls over financial        reporting as of the end of the year, including a statement as to whether or not our        internal controls over financial reporting are effective. This assessment must include        disclosure of any material weaknesses in our internal controls over financial reporting        identified by management. If we are unable to assert that our internal controls are        effective as of December 31, 2007, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

 

***Critical Accounting Policies***

 

In the        notes to the audited consolidated financial statements for the year ended December 31,        2006, the Company discusses those accounting policies that are considered to be significant        in determining the results of operations and our financial position. The Company believes        that the accounting principles utilized by us conform to accounting principles generally        accepted in the United States of America.

 

The        preparation of financial statements requires management to make significant estimates and        judgments that affect the reported amounts of assets, liabilities, revenues and expenses.        By their nature, these judgments are subject to an inherent degree of uncertainty. On an        on-going basis, the Company evaluates our estimates, including those related to bad debts,        inventories, intangible assets, warranty obligations, product liability, revenue, and        income taxes. We base our estimates on historical experience and other facts and        circumstances that are believed to be reasonable, and the results form the basis for making        judgments about the carrying value of assets and liabilities. The actual results may differ        from these estimates under different assumptions or conditions.

 

***Stock-Based Compensation***

 

On January        1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which        addresses the accounting for stock-based payment transactions in which an enterprise        receives employee services in exchange for (a) equity instruments of the enterprise or (b)        liabilities that are based on the fair value of the enterprise’s equity instruments        or that may be settled by the issuance of such equity instruments. In January 2005, the        Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107,        which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R        eliminates the ability to account for stock-based compensation transactions using the        intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting        for Stock Issued to Employees, and instead generally requires that such transactions be        accounted for using a fair-value-based method. We use the Black-Scholes-Merton        (“BSM”) option-pricing model to determine the fair-value of stock-based awards        under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No.        123, Accounting for Stock-Based Compensation. We have elected the modified prospective        transition method as permitted by SFAS No. 123R and accordingly prior periods have not been        restated to reflect the impact of SFAS No. 123R. The modified prospective transition method        requires that stock-based compensation expense be recorded for all new and unvested stock        options, restricted stock, restricted stock units, and employee stock purchase plan shares        that are ultimately expected to vest as the requisite service is rendered beginning on        January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense        for awards granted prior to January 1, 2006 is based on the grant date fair-value as        determined under the pro forma provisions of SFAS No. 123.

 

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Prior to        the adoption of SFAS No. 123R, we measured compensation expense for our employee        stock-based compensation plans using the intrinsic value method prescribed by APB Opinion        No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148,        Accounting for Stock-Based Compensation – Transition and Disclosure, as if the        fair-value-based method had been applied in measuring compensation expense. Under APB        Opinion No. 25, when the exercise price of the Company’s employee stock options was        equal to the market price of the underlying stock on the date of the grant, no compensation        expense was recognized. We account for equity instruments issued in exchange for the        receipt of goods or services from other than employees in accordance with SFAS No. 123 and        the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.        96-18. Costs are measured at the estimated fair market value of the consideration received        or the estimated fair value of the equity instruments issued, whichever is more reliably        measurable. The value of equity instruments issued for consideration other than employee        services is determined on the earliest of a performance commitment or completion of        performance by the provider of goods or services as defined by EITF 96-18.

 

***Recent Accounting Pronouncements***

 

In February        2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial        Instruments-an amendment of FASB Statements No. 133 and 140”, to simplify and make        more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS        No. 133, “Accounting for Derivative Instruments and Hedging Activities” to        permit fair value remeasurement for any hybrid financial instrument with an embedded        derivative that otherwise would require bifurcation, provided that the whole instrument is        accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting        for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying        special-purpose entity to hold a derivative financial instrument that pertains to a        beneficial interest other than another derivative financial instrument. SFAS No. 155        applies to all financial instruments acquired or issued after the beginning of an entity's        first fiscal year that begins after September 15, 2006, with earlier application allowed.        This standard is not expected to have a significant effect on the Company’s future        reported financial position or results of operations.

 

In March        2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an        amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial        Assets and Extinguishments of Liabilities". This statement requires all separately        recognized servicing assets and servicing liabilities be initially measured at fair value,        if practicable, and permits for subsequent measurement using either fair value measurement        with changes in fair value reflected in earnings or the amortization and impairment        requirements of Statement No. 140. The subsequent measurement of separately recognized        servicing assets and servicing liabilities at fair value eliminates the necessity for        entities that manage the risks inherent in servicing assets and servicing liabilities with        derivatives to qualify for hedge accounting treatment and eliminates the characterization        of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective        for an entity's first fiscal year beginning after September 15, 2006. This adoption of this        statement is not expected to have a significant effect on the Company’s future        reported financial position or results of operations.

 

In        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The        objective of SFAS 157 is to increase consistency and comparability in fair value        measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair        value, establishes a framework for measuring fair value in generally accepted accounting        principles, and expands disclosures about fair value measurements. SFAS 157 applies under        other accounting pronouncements that require or permit fair value measurements and does not        require any new fair value measurements. The provisions of SFAS No. 157 are effective for        fair value measurements made in fiscal years beginning after November 15, 2007. The        adoption of this statement is not expected to have a material effect on the Company's        future reported financial position or results of operations.

 

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In        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for        Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB        Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to        recognize the overfunded or underfunded status of a defined benefit postretirement plan        (other than a multiemployer plan) as an asset or liability in its statement of financial        position and to recognize changes in that funded status in the year in which the changes        occur through comprehensive income of a business entity or changes in unrestricted net        assets of a not-for-profit organization. This statement also requires an employer to        measure the funded status of a plan as of the date of its year-end statement of financial        position, with limited exceptions. The provisions of SFAS No. 158 are effective for        employers with publicly traded equity securities as of the end of the fiscal year ending        after December 15, 2006. The adoption of this statement is not expected to have a material        effect on the Company's future reported financial position or results of        operations.

 

In        September 2006, the SEC issued Staff Accounting Bulletin        (“SAB”) No. 108, “Considering the Effects of Prior Year        Misstatements when Quantifying Misstatements in Current Year Financial Statements.”        SAB No. 108 addresses how the effects of prior year uncorrected misstatements should        be considered when quantifying misstatements in current year financial statements. SAB        No. 108 requires companies to quantify misstatements using a balance sheet and income        statement approach and to evaluate whether either approach results in quantifying an error        that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is        effective for periods ending after November 15, 2006. The Company is currently        evaluating the impact of adopting SAB No. 108 but does not expect that it will have a        material effect on our financial position and results of operations.

 

In February        2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and        Financial Liabilities”. This Statement permits entities to choose to measure many        financial assets and financial liabilities at fair value. Unrealized gains and losses on        items for which the fair value option has been elected are reported in earnings. SFAS No.        159 is effective for fiscal years beginning after November 15, 2007. The Company is        currently assessing the impact of SFAS No. 159 on our financial position and results of        operations.

 

***Going Concern***

 

Due to the        uncertainty of our ability to meet our current operating expenses and the capital expenses        noted above, in their report on the annual financial statements for the year ended December        31, 2006, our independent auditors included an explanatory paragraph regarding concerns        about our ability to continue as a going concern. Our financial statements contain        additional note disclosures describing the circumstances that lead to this disclosure by        our independent auditors.

 

The        Company’s ability to continue as a going concern is subject to our ability to realize        a profit and/or obtain funding from outside sources. Management’s plan to address our        ability to continue as a going concern, include: (a) obtaining funding from private        placement sources; (b) obtaining additional funding from the sale of the Company’s        securities; and (c) obtaining loans and grants from various financial institutions, where        possible. Although management believes that we will be able to obtain the necessary funding        to allow us to remain a going concern through the methods discussed above, there can be no        assurances that such methods will prove successful.

 

 

 

 

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| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

|   | ***a)*** | ***Evaluation of disclosure controls and                        procedures.*** |
|--------|----------|--------------------------------------------------------------------------------|

         

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Securities Exchange Act of 1934, as of September 30, 2007. Based on        this evaluation, our principal executive officer and our principal financial officer        concluded that, as of the end of the period covered by this report, our disclosure controls        and procedures were effective and adequately designed to ensure that the information        required to be disclosed by us in the reports we file or submit under the Securities        Exchange Act of 1934 is recorded, processed, summarized and reported within the time        periods specified in applicable rules and forms.

 

| ***(b)*** | ***Changes in internal controls over financial                        reporting.*** |
|-----------|-------------------------------------------------------------------------------------|

         

During the        quarter ended September 30, 2007, there has been no change in our internal control over        financial reporting that has materially affected, or is reasonably likely to materially        affect, our internal control over financial reporting.

 

**PART        II**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

None.

 

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES** |
|-------------|---------------------------------------------|

 

None.

 

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

 

None.

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITIES                        HOLDERS** |
|-------------|----------------------------------------------------------------------------------|

 

On August        10, 2007 the Company’s stockholders met to consider the acquisition of SunVesta and        matters related to the prospective acquisition. Company stockholders holding a majority of        those shares entitled to vote on the matters presented for consideration voted to change        the name of the company to “SunVesta, Inc.”; to increase the number of        authorized preferred shares to 50,000,000; to approve the terms and conditions of the        agreement to acquire SunVesta as a wholly owned subsidiary; to effect a fifty to one (50:1)        reverse split consolidation of the then outstanding common shares; and to elect Thomas        Meier and Stephan Berndt as directors of the Company effective on closing the acquisition        of SunVesta.

 

The name        change to SunVesta, Inc., the reverse split consolidation and the increase in authorized        preferred shares were effected at the close of business on August 24, 2007 pursuant to        filings with the Florida Secretary of State, the Company’s transfer agent and the        Over the Counter Bulletin Board. Thomas Meier and Stephan Berndt assumed their positions as        members of our board of directors on August 27, 2007 on the closing of the agreement to        acquire SunVesta.

 

 

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| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

None.

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 22 of this Form 10-QSB, and are incorporated herein by this reference.

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act of 1934, the registrant        caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,        this 12th day of November, 2007.

 

**SUNVESTA, INC.**

         

Thomas Meier

Chief Executive Officer, Chief Financial Officer and Principal Accounting        Officer

 

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**INDEX        TO EXHIBITS**

| ***Exhibit*** | ***Page*** |
|---------------|------------|

| ***No.*** | ***Description*** |
|-----------|-------------------|

| 3(i)(a) | *                          Articles                        of Incorporation (incorporated by reference from the Form 10-SB filed with                        the Commission on December 31, 1999). |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(b) | *                          Amended                        Articles of Incorporation (incorporated by reference from the Form 10-KSB                        filed with the Commission on April 9, 2003). |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(c) | *                          Amended                        Articles of Incorporation (incorporated by reference from the Form 10-QSB                        filed with the Commission on November 17, 2003). |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(i)(d) | *                          Amended                        Articles of Incorporation (incorporated by reference from the Form 8-K                        filed with the Commission on September 27, 2007). |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(ii)(a) | *                          Bylaws                        (incorporated by reference from the Form 10-SB filed with the Commission on                        December 31, 1999). |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3(ii)(b) | *                          Amended                        Bylaws (incorporated by reference from the Form 10-QSB filed with the                        Commission on November 17, 2003). |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(i) | *                          Securities                        Exchange Agreement and Plan of Exchange dated June 18, 2006 between the                        Company and ZAG Holdings AG (incorporated by reference from the Form 8-K                        filed with the Commission on June 21, 2007). |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10(ii) |  *                         Purchase                        and Sale Agreement between ZAG Holding AG and Trust Rich Land Investments,                        Mauricio Rivera Lang dated May 1, 2006 for the acquisition of Rich Land                        Investments Limitada. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

10(iii) *   Debt Settlement Agreement dated September 28, 2007        with Evelyne Bucher (incorporated by reference from the Form 8-K filed with the Commission        on October 9, 2007).

10(iv) *  Debt Settlement Agreement dated September 28, 2007 with        Erdogan Gökuman (incorporated by reference from the Form 8-K filed with the Commission        on October 9, 2007).

10(v) *   Debt Settlement Agreement dated September 28, 2007 with        Isik Hidir (incorporated by reference from the Form 8-K filed with the Commission on        October 9, 2007).

10(vi) *  Debt Settlement Agreement dated September 28, 2007 with Elvan        Tekin (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(vii) * Debt Settlement Agreement dated September 28, 2007 with Nurhan        Tokay (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(viii) * Debt Settlement Agreement dated September 28, 2007 between the        Company and Ismail Tokay.

10(ix) *  Debt Settlement Agreement dated September 28, 2007 between        the Company and Hüseyin Tokay.

10(x) *  Debt Settlement Agreement dated September 28, 2007 with Turan        Tokay (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(xi) *  Debt Settlement Agreement dated September 28, 2007 with Turan        Tokay (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(xii) * Debt Settlement Agreement dated September 28, 2007 with Hans-Jorg        Hartmann (incorporated by reference from the Form 8-K filed with the Commission on October        9, 2007).

         

 

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10(xiii) * Debt Settlement Agreement dated September 28, 2007 with the        Tremula Group Ltd. (incorporated by reference from the Form 8-K filed with the Commission        on October 9, 2007).

10(xiv) * Debt Settlement Agreement dated September 28, 2007 with Integra        Holding AG (incorporated by reference from the Form 8-K filed with the Commission on        October 9, 2007).

10(xv) * Debt Settlement Agreement dated September 28, 2007 with Zypam Ltd.        (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(xvi) * Debt Settlement Agreement dated September 28, 2007 with Zypam Ltd.        (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(xvii) * Debt Settlement Agreement dated September 28, 2007 with Zypam        Ltd. (incorporated by reference from the Form 8-K filed with the Commission on October 9,        2007).

10(xvi) * Debt Settlement Agreement dated September 28, 2007 with HTV        Atkiengesellschaft(incorporated by reference from the Form 8-K filed with the Commission on        October 9, 2007).

| 14 | *   Code of Ethics adopted March 1, 2004                        (incorporated by reference from the 10KSB filed with the Commission on                        April 14, 2004). |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31 Attached | Certification of the Chief Executive Officer and Chief                        Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of                        2002. |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

         

|   | * | Disclosures submitted to the Commission in previous                        filings. |
|--------|---|-------------------------------------------------------------------------------------|

 

 

 

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