<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    ---------
                                   FORM 10-KSB
                                    ---------


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                        COMMISSION FILE NUMBER: 000-30949

                              --------------------
                             PHOENIX INTERESTS, INC.
                          2226 N. BURLING STREET, NO. 4
                               CHICAGO, ILL. 60614
                                  (773)857-2150
                              --------------------


                                                 I.R.S. EMPLOYER
        INCORPORATED IN NEVADA            IDENTIFICATION NO. 61-1342734


        Securities registered pursuant to Section 12(b) of the Act: NONE
          Securities registered pursuant to Section 12(g) of the Act:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

      Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 of 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 Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 126-2 of the Exchange Act) YES [ ] NO [X]

      Registrant's revenues for its most recent fiscal year (ended December 31,
2007): $11,124.

      Aggregate market value of voting stock held by non-affiliates: N/A

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock:

      1,607,061,087 common shares were outstanding as of May 10, 2008.

================================================================================

<PAGE>

                             PHOENIX INTERESTS, INC.
             FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                                TABLE OF CONTENTS



                                     PART I
                                                                          Page
                                                                        --------
Item 1.    Description of Business.                                         3
Item 2.    Description of Property.                                         5
Item 3.    Legal Proceedings.                                               5
Item 4.    Submission of Matters To A Vote of Security Holders.             5

                                     PART II

Item 5.    Market For Common Equity and Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities.      6
Item 6.    Management's Discussion And Analysis or Plan of Operations.      7
Item 7.    Financial Statements.                                           10
Item 8.    Changes In and Disagreements With Accountants on
             Accounting and Financial Disclosure.                          10
Item 8a.T  Controls and Procedures.                                        10

                                    PART III

Item 9.    Directors and Executive Officers of the Registrant.             11
Item 10.   Executive Compensation.                                         12
Item 11.   Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters.                   12
Item 12.   Certain Relationships and Related Transactions.                 13
Item 13.   Exhibits and Reports On Form 8-K.                               13
Item 14.   Principal Accountant Fees and Services.                         14

Signatures                                                                 15

Financial Statements                                                      F-1


                                       2
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS


                               GENERAL INFORMATION

      Phoenix Interests, Inc. is a reporting company under the federal
securities laws. Our shares of common stock are publicly traded on the
Over-the-Counter Bulletin Board (OTCBB) under the symbol "PXIT." We were
organized under the laws of Nevada on March 25, 1999.

      Following its incorporation, Phoenix Interests entered into the
"pinhooking" and racing of thoroughbred horses. To date, substantially all of
Phoenix Interests' revenues have been generated from the pinhooking of
thoroughbred horses.

      During 2003, we discontinued all pinhooking activities and liquidated our
remaining horse inventory. Going forward, we expect to generate revenues and
profits when applicable from its investments in online account wagering, gaiming
and other various forms of legalized gambling. On January 20, 2004, the Company
elected to be regulated as a business development company under the Investment
Company Act of 1940. The Company filed Form 1-E under the Securities and
Exchange Act notifying the Securities and Exchange Commission of the intent to
sell, under Regulation E promulgated under the Securities Act of 1933, up to $5
million of the Company's common stock. In March 2004, we formed a wholly owned
subsidiary "Online Enterprises, Inc." as its initial entry into online account
wagering and ecommerce. Specifically, via our subsidiary Online Enterprises,
Inc. we developed web sites "http://www.Barn66.com" and
"http://www.BetBarn66.com," which allowed users online to conduct live
thoroughbred ecommerce and account wagering. The sites went live during November
2004 and January 2005, respectively. We are able to offer account wagering
because of the affiliation we made in October 2004 with AmericaTab Ltd., an
account wagering firm founded in 1999 and approved by the State of Oregon.
During 2005, Barn66.com produced nominal revenue and we elected to offer its
services for free to increase usage. BetBarn66.com produced revenue and showed
growth during peak usage times.

      In January 2006, the Company was notified by AmericaTab, Ltd. that it was
ending its affiliation by serving a six-month notice. Subsequently, the Company
began exploring alternatives for its account wagering business. Consideration
has focused on obtaining its own license, acquiring and/or affiliating with
another account wagering firm. In June 2006, the Company sold its customer base
back to AmericaTab Ltd. The Company received $10,000 from a note payable issued
to American Tab which is being repaid from revenue generated from the Company's
customer base.

      In January 2006, the SEC notified us that they considered that we were not
in compliance with various requirements of the Investment Company Act, including
requirements regarding a BDC's capital structure and financial statements. In
this regard, specific concern was also raised by the staff regarding whether a
BDC could have or issue convertible securities, whether a BDC could have voting
provisions as set forth in the Company's Series C Preferred and whether the
Company, with its limited capitalization, was an appropriate candidate to be a
BDC.

      In March 2006, shareholders voted to un-elect the Company as a "Business
Development Company," or "BDC." The shareholder election became effective at the
end of the month. This action was predicated on the Company determining that it
was no longer a benefit or advisable to remain a "BDC." Consistent comments and
feedback from the SEC led the Company to this opinion. The Company felt the SEC
had conveyed on more than one occasion that it did not think Phoenix Interests,
Inc. was best suited or qualified to remain as a "BDC." On March 14, 2006, the
Company filed a Definitive Information Statement with the Securities and
Exchange Commission to withdraw as a business development company under the
Investment Company Act of 1940. The financial statements for the year ended
December 31, 2007 and 2006 have not been presented in a business development
company format.

      Our ceasing to be a BDC will not absolve us for any actions taken by us
while a BDC and we could still become liable for such prior actions.

                                       3
<PAGE>

      The Company believes it has been harmed with the affiliation termination
by AmericaTab, Ltd. The Company further believes it was caused by its launch of
its "Betty" Kiosks. The launch and placement of 2 kiosks in a Kenton County
Kentucky bar/restaurant so upset local track operator Turfway Park and its
President Bob Ellison that they induced the "Alcohol and Beverage Commissions"
or "ABC," to confiscate the machines just weeks after their launch. Mr. Ellison
also threatened to pull the Turfway Park signal to AmericaTab and all of its
affiliates. This confiscation later led to a false gambling/bookmaking
indictment of the Company's consultant Patrick L. Brown which was dismissed in
Kenton County during May 2006.

      The ending affiliation with AmericaTab, Ltd., the incident with Patrick L.
Brown and somewhat forced transition from being a "BDC" has had a material and
harmful effect on the Company, its operations and future. Consequently, this is
why the Company is open to other ideas and directions for the business. Since
the fourth quarter 2006, the Company focused on potential merger and acquisition
candidates.

      Our business address is 2226 N. Burling Street, No. 4, Chicago, Ill.
60614, and our telephone number is (773) 857-2150.

                                  RISK FACTORS

      We are subject to various risks that may materially harm our business,
financial condition and results of operations. If any of these risks or
uncertainties actually occurs, the trading price of our common stock could
decline and you could lose all or part of your investment.

      WE HAVE HISTORICALLY LOST MONEY, AND OUR LOSSES MAY CONTINUE IN THE FUTURE

      We have historically lost money. As of December 31, 2007, we had had an
accumulated deficit of $(7,122,265). Further such losses are likely to occur in
the future, and we may experience significant liquidity and cash flow problems
if we are not able to raise additional capital as needed and on acceptable
terms. We can give no assurances that we will be successful in reaching or
maintaining profitable operations.

      WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

      We have relied almost entirely on external financing to fund our
operations. This financing has historically come from a combination of
borrowings and from the sale of common stock and assets to third parties. We
will need to raise additional capital to fund our anticipated operating expenses
and future expansion. Among other things, external financing will be required to
cover our operating costs. We cannot assure you that financing, whether from
external sources or related parties, will be available if needed or on favorable
terms. The sale of our common stock to raise capital may cause dilution to our
existing shareholders. Our inability to obtain adequate financing will result in
the need to curtail business operations. Any of these events would be materially
harmful to our business and may result in a lower stock price.

      THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN DUE TO RECURRING LOSSES AND WORKING CAPITAL SHORTAGES

      The report of our independent accountants on our December 31, 2007,
financial statements includes an explanatory paragraph indicating that there is
substantial doubt about our ability to continue as a going concern due to
recurring losses and working capital shortages. Our ability to continue as a
going concern will be determined by our ability to obtain additional funding.

      OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY

      There has been a limited public market for our common stock, and we can
give no assurances that an active trading market for our common stock will
develop. The lack of an active trading market could adversely affect our
shareholders' ability to sell our common stock without delay, or possibly at
all. Our common stock has experienced, and is likely to experience in the
future, significant price and volume fluctuations that could adversely affect
the market price of our common stock regardless of our operating performance. In
addition, we believe that factors such as quarterly fluctuations in our
financial results and changes in the overall economy or the condition of the
financial markets could cause the price of our common stock to fluctuate
substantially. Substantial fluctuations in our stock price could significantly
reduce the price of our stock.

                                       4
<PAGE>

      OUR COMMON STOCK IS TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD, WHICH
MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO
SUITABILITY REQUIREMENTS

      Our common stock is currently traded on the Over-the-Counter Bulletin
Board (OTCBB), where we expect it to remain for the foreseeable future.
Broker-dealers often decline to trade in OTCBB stocks because the market for
such securities is often limited, the stocks are more volatile, and the risks to
investors are greater. These factors may reduce the potential market for our
common stock by reducing the number of potential investors. This may make it
more difficult for investors in our common stock to find buyers for their
shares. This could cause our stock price to decline.

      WE COULD LOSE THE SERVICES OF OUR CHIEF EXECUTIVE OFFICER

      Our future success depends, in significant part, on the continued services
of James D. Tilton, Jr., our chief executive officer. Our loss of his services
could adversely affect our ability to develop our business plan. We do not have
an employment agreement with Mr. Tilton, nor do we currently maintain key-man
life insurance policies on him. We have been unable to pay Mr. Tilton since
August 2006.

      NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY INHIBIT A TAKEOVER OF OUR
COMPANY THAT STOCKHOLDERS MAY CONSIDER FAVORABLE.

      Provisions of Nevada law, such as its business combination statute, may
have the effect of delaying, deferring, or preventing a change in control of our
company. As a result, these provisions could limit the price some investors
might be willing to pay in the future for shares of our common stock.

      OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EXERCISE SIGNIFICANT
INFLUENCE OVER MATTERS SUBMITTED FOR STOCKHOLDER APPROVAL AND THEIR INTERESTS
MAY DIFFER FROM OTHER STOCKHOLDERS

      Our executive officers and directors, in the aggregate, have the ability
to nominate two members to our board of directors. Accordingly, our directors
and executive officers, whether acting alone or together, may have significant
influence in determining the outcome of any corporate transaction or other
matter submitted to our board of directors for approval, including issuances of
common and preferred stock and the appointment of officers. This influence could
make it more difficult for someone to acquire us.

ITEM 2. DESCRIPTION OF PROPERTY.

      Our offices are located at 2226 N. Burling Street, No. 4, Chicago,
Illinois 60614. Our executive and administrative office were formerly located at
One RiverPoint Plaza, Suite 706, Jeffersonville, Indiana 47130.

ITEM 3. LEGAL PROCEEDINGS.

      As of December 31, 2007, and as of the date of this filing, the Company is
not a party to any pending or threatened litigation, claim or assessment.

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

      No matters were submitted for shareholder approval during the fiscal year
covered by this Report.

                                       5
<PAGE>

                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      A limited public market for our common stock exists on the NASDAQ Bulletin
Board under the symbol "PXIT."

      The following table sets forth the range of high and low closing prices
for our common stock for each quarterly period indicated, as reported by brokers
and dealers making a market in the capital stock. Such quotations reflect
inter-dealer prices without retail markup, markdown or commission, and may not
necessarily represent actual transactions. Our common stock commenced trading on
November 30, 2001.

                                                   HIGH                LOW
                                               -------------     --------------
For the year ended December 31, 2007:
    Fourth quarter                             $     0.0003      $      0.0001
    Third quarter                              $     0.0003      $      0.0001
    Second Quarter                             $     0.0017      $      0.0001
    First quarter                              $     0.0002      $      0.0001
For the year ended December 31, 2006:
    Fourth quarter                             $     0.0002      $      0.0001
    Third quarter                              $     0.0006      $      0.0002
    Second Quarter                             $     0.0025      $      0.0006
    First quarter                              $     0.0018      $      0.0025

      As of April 15, 2008, there were approximately 1,000 record holders of our
common stock.

      We have not paid any cash or other dividends on our common stock since our
company was formed and we do not anticipate paying any such dividends in the
foreseeable future. We intend to retain any earnings to use in our operations
and to finance the expansion of our business.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      During the year ended December 31, 2007, the Company issued 101,576,923
shares of common stock to holders of notes payable for the conversion of $11,715
in notes payable; issued 385,319,122 common stock for the conversion of Series D
preferred stock and preferred stock dividend in the amount of $64,981 and issued
35,714,285 common stock for the conversion of Series E preferred stock and
preferred stock dividend in the amount of $5,000. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933, as amended. .

                                       6
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      OVERVIEW

      Phoenix Interests, Inc. is a reporting company under the federal
securities laws. Our shares of common stock are publicly traded on the
Over-the-Counter Bulletin Board (OTCBB) under the symbol "PXIT." We were
organized under the laws of Nevada on March 25, 1999.

      Following its incorporation, Phoenix Interests entered into the
"pinhooking" and racing of thoroughbred horses. To date, substantially all of
Phoenix Interests' revenues have been generated from the pinhooking of
thoroughbred horses.

      During 2003, we discontinued all pinhooking activities and liquidated our
remaining horse inventory. Going forward, we expect to generate revenues and
profits when applicable from its investments in online account wagering, gaining
and other various forms of legalized gambling. On January 20, 2004, the Company
elected to be regulated as a business development company under the Investment
Company Act of 1940. The Company filed Form 1-E under the Securities and
Exchange Act notifying the Securities and Exchange Commission of the intent to
sell, under Regulation E promulgated under the Securities Act of 1933, up to $5
million of the Company's common stock. In March 2004, we formed a wholly owned
subsidiary "Online Enterprises, Inc." as its initial entry into online account
wagering and ecommerce. Specifically, via our subsidiary Online Enterprises,
Inc. we developed web sites "http://www.Barn66.com" and
"http://www.BetBarn66.com," which allowed users online to conduct live
thoroughbred ecommerce and account wagering. The sites went live during November
2004 and January 2005, respectively. We are able to offer account wagering
because of the affiliation we made in October 2004 with AmericaTab Ltd., an
account wagering firm founded in 1999 and approved by the State of Oregon.
During 2005, Barn66.com produced nominal revenue and we elected to offer its
services for free to increase usage. BetBarn66.com produced revenue and showed
growth during peak usage times. In January of 2006, AmericaTab notified us that
it was ending its affiliation by serving a six-month notice. We are exploring
entering into an agreement to sell our customer base to either AmericaTab or
others. We are also considering partnering with other wagering firms.

      In January 2006, the Company was notified by AmericaTab, Ltd. that it was
ending its affiliation by serving a six-month notice. Subsequently, the Company
began exploring alternatives for its account wagering business. Consideration
has focused on obtaining its own license, acquiring and/or affiliating with
another account wagering firm. In June 2006, the Company sold its customer base
back to AmericaTab Ltd. The Company received $10,000 from a note payable issued
to American Tab which is being repaid from revenue generated from the Company's
customer base.

      In January 2006, the SEC notified us that they considered that we were not
in compliance with various requirements of the Investment Company Act, including
requirements regarding a BDC's capital structure and financial statements.
In this regard, specific concern was also raised by the staff regarding whether
a BDC could have or issue convertible securities, whether a BDC could have
voting provisions as set forth in the Company's Series C Preferred and whether
the Company, with its limited capitalization, was an appropriate candidate to be
a BDC.

      In March 2006, shareholders voted to un-elect the Company as a "Business
Development Company," or "BDC." The shareholder election became effective at the
end of the month. This action was predicated on the Company determining that it
was no longer a benefit or advisable to remain a "BDC." Consistent comments and
feedback from the SEC led the Company to this opinion. The Company felt the SEC
had conveyed on more than one occasion that it did not think Phoenix Interests,
Inc. was best suited or qualified to remain as a "BDC." On March 14, 2006, the
Company filed a Definitive Information Statement with the Securities and
Exchange Commission to withdraw as a business development company under the
Investment Company Act of 1940. The financial statements for the year ended
December 31, 2007 and 2006 have not been presented in a business development
company format.

                                       7
<PAGE>

      Our ceasing to be a BDC will not absolve us for any actions taken by us
while a BDC and we could still become liable for such prior actions.

      The Company believes it has been harmed with the affiliation termination
by AmericaTab, Ltd. The Company further believes it was caused by its launch of
its "Betty" Kiosks. The launch and placement of 2 kiosks in a Kenton County
Kentucky bar/restaurant so upset local track operator Turfway Park and its
President Bob Ellison that they induced the "Alcohol and Beverage Commissions"
or "ABC," to confiscate the machines just weeks after their launch. Mr. Ellison
also threatened to pull the Turfway Park signal to AmericaTab and all of its
affiliates. This confiscation later led to a false gambling/bookmaking
indictment of the Company's consultant Patrick L. Brown which was dismissed in
Kenton County during May 2006.

      The ending affiliation with AmericaTab, Ltd., the incident with Patrick L.
Brown and somewhat forced transition from being a "BDC" has had a material and
harmful effect on the Company, its operations and future. Consequently, this is
why the Company is open to other ideas and directions for the business. Since
the fourth quarter 2006, the Company focused on potential merger and acquisition
candidates.

      CRITICAL ACCOUNTING POLICIES

      ACCRUED DERIVATIVE LIABILITY - The convertible debenture and the Series A,
D and E preferred stock can be converted into common stock at a conversions
price that is a percentage of the market price; therefore the number of shares
that could be required to be delivered upon "net-share settlement" is
essentially indeterminate. In accordance with SFAS No. 133, we have bifurcated
the beneficial conversion features embedded in our convertible debentures and
preferred stock and have recorded the fair value of these beneficial conversion
features as a current liability.

      CONVERTIBLE PREFERRED STOCK - Our Series A, D and E preferred stock are
presented as a current liability since we have financial instruments that are
convertible into common stock at a conversions price that is a percentage of the
market price; therefore the number of shares that could be required to be
delivered upon "net-share settlement" is essentially indeterminate and we do not
have enough authorized shares to satisfy the conversion of our convertible
preferred stock.

      REVENUE RECOGNITION - Revenue is recognized at the time a bet is placed on
our online website.

      OPERATING RESULTS FOR THE YEAR ENDED DECEMBER 31, 2007 AND 2006

      REVENUES. Our revenues for the year ended December 31, 2007 were $11,124
as compared to $26,316 for the same period in 2006.

      OPERATIONAL EXPENSES. Our operational expenses for the year ended December
31, 2007 were $284,710 compared to $443,573 for the same period in 2006. The
decrease in operational expenses is primarily due to a decrease in professional
fees and impairment expense.

      OTHER INCOME (EXPENSE). Our interest expense and financing costs for the
year ended December 31, 2007 was $15,477 compared to $1,262 during the same
period in 2006. The increase in the interest expense and financing costs is the
result of an increase in debentures outstanding.

                                       8
<PAGE>

      Change in accrued derivative liability for the year ended December 31,
2007 was an increase of (other expense) $375,401 compared to a decrease of
(other income)$204,819 for the year ended 2006. The change in derivative
liability is directly related to the change in the accrued derivative liability
balance which fluctuates based fair value.

      NET INCOME (LOSS). Our net loss for the year ended December 31, 2007 was
$664,464 compared to $147,237 for the same period in 2006. The increase in the
net loss is primarily due to the change in the accrued derivative liability and
decrease in professional fees..

      CHANGES IN BALANCE SHEET. At December 31, 2007 we had no current assets as
compared to $1,042 at December 31, 2006, total assets of $0 at December 31, 2007
as compared to $12,620 at December 31, 2006, total liabilities of $4,638,500 at
December 31, 2007 as compared to $3,808,633 at December 31, 2006 and
stockholders' (deficit) at December 31, 2007 of ($4,638,500) as compared to
($3,796,013) at December 31, 2006.

      LIQUIDITY, CAPITAL RESOURCES AND CASH REQUIREMENTS. During the year ended
December 31, 2007 net cash used in operating activities for the period was
$36,080 as compared to net cash used in operating activities of $205,819 for the
year ended December 31, 2006. The decrease was primarily due to an increase in
accrued derivative liability and an increase in accrued compensation-related
party. Net cash provided by financing activities was $36,080 for the year ended
December 31, 2007 principally a result of issuances of note payables.

     As a result of the above, as of December 31, 2007, we had a cash position
of $0.

     We have historically financed our operations via convertible-debt and
preferred-stock financing obtained from various private equity firms. These
funds intend, over time, to convert their positions into shares of our common
stock. This will cause significant dilution to existing shareholders.

     In the immediate future, we have no commitments or plans to finance our
business. We intend to seek a merger with a larger operational enterprise, or
partnering with another account wagering industry company.

CHANGE IN NUMBER OF EMPLOYEES

     The Company in 2007 has no plan to hire additional employees depending upon
the direction and nature of its ongoing business operations.


                                       9
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

      The financial statements of Phoenix Interests, Inc., including the notes
thereto and the report of independent accountants thereon, commence at page F-1
of this Report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      None.

ITEM 8A (T). CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Our principal executive officer, based on his evaluation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this Annual Report on Form 10-KSB, has concluded that our
disclosure controls and procedures are effective for ensuring that information
required to be disclosed by us in the reports that we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. (b) Management's Annual Report on Internal Control
over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f)
promulgated under the Securities Exchange Act of 1934, as amended. Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation under the framework in Internal Control -
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007.

This Annual Report on Form 10-KSB does not include an attestation report of the
company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management's report in this annual report. (c) Changes in Internal Control over
Financial Reporting.

There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       10
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

      (a)   The following table sets forth the name, age and position with the
            Company of each officer and director of the Company as of the date
            of this report.

         NAME                  AGE                      POSITION
--------------------------   -------   -----------------------------------------
James D. Tilton, Jr.            47     Chairman of the Board, Chief Executive
                                       Officer, President, and Secretary

Peter Klamka                    39     Director

BIOGRAPHICAL INFORMATION

      James D. Tilton, Jr., has served as chairman of our board of directors,
chief executive officer, president, secretary, treasurer and sole director since
we were formed. Mr. Tilton has more than 11 years' experience in the securities
industry. From 1995 to 1996, he was stockbroker at Morgan Keegan. From 1997 to
1999, he worked independently in the securities industry, specializing in
corporate finance and investment banking. Mr. Tilton has been involved in the
financing of private and public small-growth companies. Since January 1999, Mr.
Tilton has also been TuneIn Media, Inc.'s chief executive officer and president.
TuneIn Media, Inc. was an interactive media content provider and currently is a
dormant company. Mr. Tilton formally resigned this position in October of 2005.
Mr. Tilton is currently a director of Girasolar (OTCBB: GRSR). Mr. Tilton has a
B.A. in Political Science with an emphasis in Accounting/Business from the
University of Louisville.

      Peter Klamka has been the chairman of the board and chief executive
officer of Legend Mobile, Inc. (OTCBB:LGMB.OB) since its inception in May 1997.
Through its subsidiary Legend Credit, Inc., Legend Mobile develops and markets
stored value cards. Mr. Klamka has been active in creating, marketing and
developing various licensed products. He has also bought and sold several
businesses, including Sunset Interactive Network Inc., which was sold to
American Sports History Inc. (OTCBB: AMSH), and General Display Devices Inc.,
which was sold to Daktronics Inc. (NASDAQ: DAKT). In 1994, Mr. Klamka founded
Wilshire Fragrance and served as its chief executive officer. Mr. Klamka is
Chairman and Chief Executive Officer of Girasolar (OTCBB: GRSR). Mr. Klamka
received his Bachelor of Arts degree from the University of Michigan.

CODE OF ETHICS

      Our board of directors had adopted a code of ethics applicable to persons
at our company who are responsible for financial management.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

      Our board of directors acts as our audit committee. No member of our board
of directors is an "audit committee financial expert," as that term is defined
in Item 401(e) of Regulation S-B promulgated under the Securities Act. To date,
we have conducted limited operations and generated only minimal revenue since
inception. In light of the foregoing, and on evaluating our internal controls,
our board of directors determined that our internal controls are adequate to
insure that financial information is recorded, processed, summarized, and
reported in a timely and accurate manner in accordance with applicable rules and
regulations of the Securities and Exchange Commission. Accordingly, our board of
directors concluded that the benefits of retaining an individual who qualifies
as an "audit committee financial expert" would be outweighed by the costs of
retaining such a person.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Under section 16 of the Exchange Act, our directors and executive officers
and beneficial owners of more than 10% of the our common stock are required to
file certain reports, within specified time periods, indicating their holdings
of and transactions in our common stock and derivative securities. Based solely
on a review of those reports provided to us and written representations from
those persons regarding the necessity to file any such reports, we are not aware
of any failures to file reports or report transactions in a timely manner during
our fiscal year ended December 31, 2007.

                                       11
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

      The following table sets forth the compensation awarded to, earned by or
paid to Mr. Tilton. We had no other officers during this period.

<TABLE>
                                                                                     LONG-TERM
                                                                                COMPENSATION AWARDS
                                                                            ----------------------------
                                                                             RESTRICTED      SECURITIES
     NAME AND PRINCIPAL                                     OTHER ANNUAL       STOCK         UNDERLYING
          POSITION                YEAR         SALARY       COMPENSATION       AWARDS         OPTIONS
-----------------------------   --------   -------------   --------------   ------------    ------------
<S>                               <C>      <C>              <C>             <C>             <C>
James D. Tilton, Jr               2006     $ 180,000 (1)    $           -   $          -               -
  Chairman of the Board,
  Chief Executive Officer
  and President

James D. Tilton, Jr               2007     $ 180,000 (1)    $           -   $          -               -
  Chairman of the Board,
  Chief Executive Officer
  and President
</TABLE>
(1)   $45,000 of this amount was accrued and has not bee paid
(2)   $180,000 of this amount is accrued and has not been paid.

EMPLOYMENT AGREEMENT

      Our employment agreement with James D. Tilton, Jr., ended on December 31,
2002. This agreement provided for payment of an annual base salary of $90,000
for calendar year 2000, $120,000 for calendar year 2001, and $180,000 for
calendar year 2002. During those years, we did not pay him a salary. We agreed
to pay Mr. Tilton a salary of $180,000 during 2003, but did not actually pay him
a salary.

      The shortfall between the salary we undertook to pay Mr. Tilton between
January 1, 2000 and December 31, 2003, and the compensation payments actual made
to him equaled $350,000. In recognition of that fact, in December 2003 we agreed
to pay to Mr. Tilton, as and when the board of directors determines that funds
are available to do so and in one or more payments of $200,000. In 2004, we paid
Mr. Tilton $169,478 of this $200,000.

      Mr. Tilton's employment agreement also provided for the one-time grant
under our Millennium Stock Option Plan of 3,000,000 incentive stock options
(reduced to 300,000 by the ten-for-one reverse stock split effected in January
2004) to Mr. Tilton at 110% of the fair market value of our common stock on the
date of the grant. These options vested but were cancelled upon our electing to
be regulated as a business development company.

      As of yet we have not entered into a new employment agreement with Mr.
Tilton.

      We do not pay our directors any compensation for serving as such. We did,
however, issue to each of Peter Klamka and Hiram Woo 250,000 shares of our Class
C preferred stock upon their joining our board of directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The following table shows, as of March 10, 2005, the beneficial ownership
of our common stock and preferred stock (1) by any person or group that we know
beneficially owns more than 5% of the outstanding common stock or any class of
preferred stock, (2) by each director and executive officer, and (3) by all
directors and executive officers as a group. Unless otherwise indicated, the
holders of the shares shown in this table have sole voting and investment power
with respect to those shares. The address of all individuals for whom an address
is not otherwise indicated is One RiverPointe Plaza, Suite 706, Jeffersonville,
Indiana 47131.

<TABLE>
<S>                                                                             <C>
   NAME AND ADDRESS OF            NUMBER OF SHARES OF                                     PERCENTAGE OF
     BENEFICIAL OWNER              BENEFICIALLY OWNED            CLASS OF STOCK             CLASS (1)
---------------------------     -----------------------      ---------------------     -------------------
James D. Tilton, Jr.                   218,798                       Common                            *  %
                                       218,000                  Class C Preferred                   95.6  %

Peter Klamka, Director                5,000 (2)                      Common                            *  %
                                        5,000                   Class C Preferred                    2.2  %

All directors and
   officers as a group                                               Common                            *  %
                                                                Class C Preferred                   97.8  %
</TABLE>
   *    less than 1%

   (1)  Figures based on 1,607,041,087 shares of common stock and 228,000 shares
        of Class C preferred stock being outstanding as of May 10, 2006, with
        each share of Class C preferred stock being convertible at any time, at
        the option of the holder, into one share of common stock.

   (2)   Consists of 5,000 shares of Class C preferred stock, each convertible
         at any time at the option of the holder into one share of common stock.

   (3)   Consists of 218,000 shares of Class C preferred stock, each convertible
         at any time at the option of the holder into one share of common stock.

                                       12
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

      We currently have no equity compensation plan. Upon our electing in
January 2004 to be regulated as a business development company, we discontinued
our Millennium Stock Option Plan, which had been our sole compensation plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The premises housing our executive and administrative office are owned by
James D. Tilton, Jr., our chief executive officer. See "Description of
Property." Starting July 1, 2003, he has charged the company $1,250 per month
for our use of these premises, and during 2005 was increased to $1,500 per
month. Since August 2006, the Company, due to lack of funds has been unable to
pay rent.

      By way of compensation in lieu of unpaid salary, in 2003 we issued shares
to Mr. Tilton and in 2002, 2003, and 2004 we made lump-sum payments to him. See
"Executive Compensation." In addition, in December 2003 we agreed to pay to Mr.
Tilton, as and when the board of directors determines that funds are available
to do so and in one or more payments, a bonus of $200,000 in lieu of unpaid
salary. In 2004, we paid Mr. Tilton $169,478 of this $200,000. During 2005 the
balance was paid. See "Employment Agreement."

ITEM 13. EXHIBITS

(a)   The following Exhibits are filed herewith and made part hereof.

      3.1   Articles of incorporation of the registrant (incorporated by
            reference to the registrant's registration statement on Form 10-SB,
            as amended, filed with the Commission on July 5, 2000).

      3.2   Certificate of designations of Series A preferred stock of the
            registrant filed with the Nevada Secretary of State on April 18,
            2002 (incorporated by reference to the registrant's quarterly report
            on form 10-QSB filed with the Commission on June 6, 2004).

      3.3   Certificate of designations of Series B preferred stock of the
            registrant filed with the Nevada Secretary of State on December 17,
            2003 (incorporated by reference to the registrant's quarterly report
            on form 10-QSB filed with the Commission on June 6, 2004).

      3.4   Certificate of amendment of the registrant filed with the Nevada
            Secretary of State on December 31, 2003 (incorporated by reference
            to the registrant's quarterly report on form 10-QSB filed with the
            Commission on June 6, 2004).

      3.5   Certificate of designations of Series C preferred stock of the
            registrant filed with the Nevada Secretary of State on January 13,
            2004 (incorporated by reference to the registrant's quarterly report
            on form 10-QSB filed with the Commission on June 6, 2004).

      3.6   Corrected certificate of designation of Series D preferred stock of
            the registrant (filed herewith).

      3.7   Bylaws of the registrant (incorporated by reference to the
            registrant's registration statement on Form 10-SB, as amended, filed
            with the Commission on July 5, 2000).

      10.1  Debenture issued by the registrant to Patrick L. Brown due April 30,
            2004 (incorporated by reference to the registrant's quarterly report
            on form 10-QSB filed with the Commission on June 6, 2004).

      10.2  Debenture issued by the registrant to Pinnacle Investment Partners,
            L.P. due February 7, 2005 (incorporated by reference to the
            registrant's quarterly report on form 10-QSB filed with the
            Commission on June 6, 2004).

      10.3  Securities purchase agreement dated February 7, 2004, between the
            registrant and Pinnacle Investment Partners, L.P. (incorporated by
            reference to the registrant's quarterly report on form 10-QSB filed
            with the Commission on June 6, 2004).

      10.4  Form of securities purchase agreement providing for purchase of
            shares of Series D preferred stock and shares of common stock
            (incorporated by reference to current report on Form 8-K of the
            registrant filed with the Commission on January 4, 2005).

      31.1  Certification of the Chief Executive Officer under 18 U.S.C. section
            1350, as adopted in accordance with section 302 of the
            Sarbanes-Oxley Act of 2002 (filed herewith).

      32.2  Certification of the Chief Executive Officer under 18 U.S.C. section
            1350, as adopted in accordance with section 906 of the
            Sarbanes-Oxley Act of 2002 (filed herewith).

                                       13
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      Aggregate fees billed to us for the fiscal years ended December 31, 2007
and 2006 by our principal accountants, Gruber and Company, LLC, are as follows:

                                          FOR THE YEARS ENDED
                                             DECEMBER 31,
                                   --------------------------------
                                        2007              2006
                                   --------------    --------------
Audit Fees                         $       13,000    $       18,000
Audit-Related Fees                 $       12,000    $       16,500
Tax Fees                           $            -    $            -
Other Fees                         $            -    $            -

      The audit-related fees relate to review services performed by our
accountant; the tax fees relate to preparation of our tax returns by our
accountant.

      Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services
performed by our independent accountants must now be approved in advance by the
audit committee to assure that those services do not impair the accountants'
independence. We do not have an audit committee, so our board of directors
reviews and approves audit and permissible non-audit services performed by
Gruber and Company LLC as well as the fees they charge for performing those
services.


                                       14
<PAGE>

                                   SIGNATURES

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

                                                PHOENIX INTERESTS, INC.
                                              ---------------------------
                                                      Registrant

Date: May 15, 2008                            By: /s/ James D. Tilton
                                                  ------------------------------
                                                  James D. Tilton
                                                  Chairman, President, Secretary
                                                  and Chief Executive Officer
                                                  (Principal Executive Officer
                                                  and Principal Financial and
                                                  Accounting Officer)

      In accordance with the requirements of the Exchange Act, this report is
signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

SIGNATURE                             TITLE                        DATE
---------------------------------     -------------------------    -------------

/s/ James D. Tilton, Jr.              Chairman                     May 15, 2008
---------------------------------     President and
James D. Tilton, Jr.                  Chief Executive Officer
(Principal Executive Officer and
Principal Accounting Officer)


/s/ Peter Klamka                      Director                     May 15, 2008
---------------------------------
Peter Klamka


                                       15
<PAGE>

                             PHOENIX INTERESTS, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2007 AND 2006

Report of Independent Registered Public Accounting Firm                     F-2

Consolidated Financial Statements:

  Consolidated Balance Sheets as of December 31, 2007 and 2006              F-3

  Consolidated Statements of Operations for the years ended December
    31, 2007 and 2006                                                       F-4

  Consolidated Statements of Stockholders' Deficit for the years ended
    December 31, 2007 and 2006                                              F-5

  Consolidated Statements of Cash Flows for the years ended December
    31, 2007 and 2006                                                       F-6

Notes to Consolidated Financial Statements                                  F-7


                                       F-1

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Board of Directors and Stockholders of
Phoenix Interests, Inc.
Jeffersonville, Indiana


      We have audited the accompanying consolidated balance sheet of Phoenix
Interests, Inc. and subsidiary as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

      We conducted our audit in accordance with 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Phoenix
Interests, Inc. and subsidiary as of December 31, 2007 and 2006, and the
consolidated results of their operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

      The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1, the Company has incurred a net loss of $664,464, used cash for operations of
$36,080 for the year ended December 31, 2007, has an accumulated deficit of
$7,122,265 as of December 31, 2007 and has a working capital deficit of
$4,638,500 as of December 31, 2007. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Gruber and Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS

Lake St. Louis, Missouri
May 14, 2008

                                       F-2
<PAGE>
<TABLE>

                                  PHOENIX INTERESTS, INC. AND SUBSIDIARY
                                       CONSOLIDATED BALANCE SHEETS
                                     AS OF DECEMBER 31, 2007 AND 2006


                                                                           DECEMBER 31,     DECEMBER 31,
                                                                               2007             2006
                                                                          -------------    -------------
<S>                                                                       <C>              <C>
                                                  ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                             $           -    $           -
    Accounts receivable                                                               -            1,042
                                                                          -------------    -------------
TOTAL CURRENT ASSETS                                                                  -            1,042

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $0 and $13,067                                                                               11,578
                                                                          -------------    -------------
TOTAL ASSETS                                                              $           -    $      12,620
                                                                          =============    =============

                                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Cash overdraft                                                        $      20,618    $      21,948
    Convertible notes payable                                                         -           11,715
    Convertible debt - related party                                            229,022                -
    Convertible debt                                                             37,480                -
    Notes payable                                                                40,000            2,590
    Accounts payable and accrued expenses                                       236,439          208,564
    Accrued compensation - related party                                              -           72,183
    Capital lease obligation                                                          -            7,134
    Dividends payable                                                           681,124          418,487
    Accrued derivative liability                                              1,715,917        1,325,516
    Preferred stock; Series A; $0.001 par value;
      5,000 shares authorized; 2,656 and 2,656 shares
      issued and outstanding                                                    265,600          265,600
    Preferred stock; Series D convertible;
      $0.001 par value; 25,000 shares authorized;
      8,415 and 8,969 shares issued and outstanding                             841,500          896,900
    Preferred stock; Series E convertible;
      $0.001 par value; 25,000 shares authorized;
      5,708 and 5,758 shares issued and outstanding                             570,800          575,800
                                                                          -------------    -------------
TOTAL CURRENT LIABILITIES                                                     4,638,500        3,806,437

CAPITAL LEASE OBLIGATION, net of current portion                                      -            2,196
                                                                          -------------    -------------
TOTAL LIABILITIES                                                             4,638,500        3,808,633
                                                                          -------------    -------------

COMMITMENTS AND CONTINGENCIES                                                         -                -

STOCKHOLDERS' DEFICIT
    Preferred stock; Series B; $0.001 par value;
      100,000 shares authorized; 0 and 0 shares
      issued and outstanding                                                          -                -
    Preferred stock; Series C; $0.001 par value;
      12,000,000 shares authorized; 228,000 and 228,000
      shares issued and outstanding                                                 228              228
    Common stock; $0.001 par value; 5,000,000,000 shares
      authorized; 1,489,061,087 and 841,450,771 shares
      issued and outstanding                                                  1,489,061          841,451
    Additional paid-in capital                                                  994,476        1,547,890
    Accumulated deficit                                                      (7,122,265)      (6,185,582)
                                                                          -------------    -------------
TOTAL STOCKHOLDERS' DEFICIT                                                  (4,638,500)      (3,796,013)
                                                                          -------------    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $           -           12,620
                                                                          =============    =============


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

                                                   F-3
<PAGE>

                            PHOENIX INTERESTS, INC. AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


                                                              YEARS ENDED DECEMBER 31,
                                                        ------------------------------------
                                                              2007                2006
                                                        ----------------    ----------------

REVENUES                                                $         11,124    $         26,316

OPERATING EXPENSES
    Compensation                                                 180,000             180,000
    Professional fees                                             72,693             164,666
    Office expenses                                               10,382               7,093
    Travel                                                           718               5,270
    Depreciation and amortization                                  2,605              18,755
    Rent                                                          18,000              18,000
    Insurance                                                          -               5,160
    Utilities                                                          -                 545
    Bank charges                                                     312               1,111
    Impairment expense                                                 -              42,973

                                                        ----------------    ----------------
TOTAL OPERATING EXPENSES                                         284,710             443,573
                                                        ----------------    ----------------

LOSS FROM OPERATIONS                                            (273,586)           (417,257)

OTHER INCOME (EXPENSE)
    Interest expense and financing costs                         (15,477)             (1,262)
    Change in accrued derivative liability                      (375,401)            204,819
    Other                                                              -              66,463

                                                        ----------------    ----------------
TOTAL OTHER INCOME (EXPENSE)                                    (390,878)            270,020
                                                        ----------------    ----------------

LOSS BEFORE PROVISION FOR INCOME TAXES                          (664,464)           (147,237)

PROVISION FOR INCOME TAXES                                             -                   -
                                                        ----------------    ----------------

NET LOSS                                                        (664,464)           (147,237)

PREFERRED STOCK DIVIDENDS                                       (272,219)           (400,746)
                                                        ----------------    ----------------

NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS              $       (936,683)   $       (547,983)
                                                        ================    ================

NET LOSS PER SHARE ATTRIBUTED TO COMMON
  STOCKHOLDERS - BASIC AND DILUTED:                     $          (0.00)   $          (0.00)
                                                        ================    ================

WEIGHTED AVERAGE SHARES OUTSTANDING:
    BASIC AND DILUTED                                      1,028,156,986         399,246,843
                                                        ================    ================


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

                                             F-4

<PAGE>

                                               PHOENIX INTERESTS, INC. AND SUBSIDIARY
                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                                FOR THE YEAR ENDED DECEMBER 31, 2007

                                  -----------------------
                                          SERIES C               COMMON STOCK           ADDITIONAL                       TOTAL
                                  ----------------------- --------------------------     PAID-IN      ACCUMULATED     STOCKHOLDERS'
                                     SHARES      AMOUNT       SHARES       AMOUNT        CAPITAL        DEFICIT         DEFICIT
                                  --------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2005          228,000         228     30,176,943       30,177     1,815,606      (5,637,599)      (3,791,588)

Common stock issued for
  conversion of debt                                       376,474,317      376,474      (255,299)                         121,175
Common stock issued for
  conversion of Series D & E                                                                                                     -
  preferred stock and payment
  of Series D & E dividends                                434,799,497      434,800       (12,417)                         422,383
Value of beneficial conversion
  feature of Series E preferred
  stock issued                                                                                           (122,473)        (122,473)
Accrued preferred stock dividends                                                                        (278,273)        (278,273)
Net loss                                                                                                 (147,237)        (147,237)

                                  ----------------------- -------------------------- -------------- ---------------- ---------------
BALANCE, DECEMBER 31, 2006          228,000      $  228    841,450,757   $  841,451   $ 1,547,890    $ (6,185,582)    $ (3,796,013)
                                  ======================= ========================== ============== ================ ===============
Common stock issued for
  conversion of debt                                       101,576,923      101,577       (89,862)                          11,715
Common stock issued for
  conversion of Series D
  preferred stock and preferred
  stock dividends                                          385,319,122      385,319      (320,338)                          64,981
Common stock issued for conversion
  of Series E preferred stock                               35,714,285       35,714       (30,714)                           5,000
  and preferred stock dividends
Common stock issued for services                           125,000,000      125,000      (112,500)                          12,500
Accrued preferred stock dividends                                                                        (272,219)        (272,219)
Net loss                                                                                                 (664,464)        (664,464)

                                  ----------------------- -------------------------- -------------- ---------------- ---------------
BALANCE, DECEMBER 31, 2007          228,000      $  228  1,489,061,087  $ 1,489,061   $   994,476    $ (7,122,265)    $ (4,638,500)
                                  ======================= ========================== ============== ================ ===============


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

                                                                 F-5

<PAGE>

                                PHOENIX INTERESTS, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


                                                                         YEARS ENDED DECEMBER 31,
                                                                   ----------------------------------
                                                                         2007              2006
                                                                   ---------------    ---------------

CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                        $      (664,464)   $      (147,237)
   Adjustment to reconcile net loss to net cash
     provided by (used in) operating activities:
       Depreciation and amortization                                         2,605             18,755
       Stock issued for services                                            12,500
       Common Stock issued for financing costs                              15,000
       Change in accrued derivative liability                              375,401           (204,819)
       Impairment expense                                                        -             42,973
   Changes in operating assets and liabilities:
     Accounts receivable                                                     1,042                876
     Accounts payable and accrued expenses                                  64,997             20,674
     Accrued Interest                                                            -                147
     Accrued compensation - related party                                  156,839             62,812

                                                                   ---------------    ---------------
Net cash provided by (used in) operating activities                        (36,080)          (205,819)
                                                                   ---------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Cash overdraft, net                                                      (1,330)            21,948

   Proceeds from sale of Class E preferred stock                                 -            195,000
   Proceeds from note payable                                               37,410             10,000
   Payments on note payable                                                      -             (7,410)
   Payment of preferred stock dividends                                          -            (29,958)
   Payment of capital lease obligation                                           -             (7,548)

                                                                   ---------------    ---------------
Net cash provided by (used in) financing activities                         36,080            182,032
                                                                   ---------------    ---------------

NET DECREASE IN CASH AND
   CASH EQUIVALENTS                                                              -            (23,787)

CASH AND CASH EQUIVALENTS, Beginning of period                                   -             23,787
                                                                   ---------------    ---------------

CASH AND CASH EQUIVALENTS, End of period                           $             -    $             -
                                                                   ===============    ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                   $             -    $           747
                                                                   ===============    ===============
   Income taxes paid                                               $             -    $             -
                                                                   ===============    ===============

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Capital lease obligation                                        $             -    $             -
                                                                   ===============    ===============
   Conversion of debentures/notes payable to common stock          $       101,577    $       121,175
                                                                   ===============    ===============
   Conversion of Series D & E dividends to common stock            $       421,033    $       109,283
                                                                   ===============    ===============
   Conversion of Series A, D & E preferred stock to common stock   $             -    $       313,100
                                                                   ===============    ===============


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

                                                 F-6
</TABLE>
<PAGE>

                     PHOENIX INTERESTS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

      Phoenix Interests, Inc. (the "Company") was organized under the laws of
Nevada on March 25, 1999 as Thoroughbred Interests, Inc. Effective May 18, 2004,
the Company changed its name to Phoenix Interests, Inc. The Company's prior
business operations consisted of purchasing, training and selling of
thoroughbred horses. As of December 31, 2003, the Company liquidated its entire
inventory of thoroughbred horses. On January 20, 2004, the Company elected to be
regulated as a business development company under the Investment Company Act of
1940. The Company filed Form 1-E under the Securities and Exchange Act notifying
the Securities and Exchange Commission of the intent to sell, under Regulation E
promulgated under the Securities Act of 1933, up to $5 million of the Company's
common stock. On March 14, 2006, the Company filed a Definitive Information
Statement with the Securities and Exchange Commission to withdraw as a business
development company under the Investment Company Act of 1940. The financial
statements for the year ended December 31, 2006 have not been presented in a
business development company format.

Going Concern
-------------

      The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
Company incurred a net loss for the year ended December 31, 2007 of $664,464,
and at December 31, 2007, had an accumulated deficit of $7,122,265 and a working
capital deficit of $4,638,500. These conditions raise substantial doubt as to
the Company's ability to continue as a going concern. These consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. These consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Stock Splits
------------

      On January 7, 2004, the Company affected a one-for-ten reverse stock split
of its common stock. On January 20, 2006, the Company authorized a one for fifty
reverse stock split of its common stock. All share information for common shares
has been retroactively restated for these two reverse stock splits.

Consolidated Financial Statements
---------------------------------

      The accompanying consolidated financial statements include the accounts of
the Company and its wholly owed subsidiary, Online Enterprises, Inc. The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
All inter-company accounts and transactions have been eliminated.

Stock Based Compensation
------------------------

      The Company accounts for its stock-based compensation in accordance with
SFAS No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123."
The Company recognizes in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees and
non-employees. There were no stock options granted during the year ended
December 31, 2007 and 2006.

                                      F-7
<PAGE>

Use of Estimates
----------------

      The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting periods. As of
December 31, 2007, the Company used estimates in determining accrued expenses,
the value of stock based compensation issued for services and the value of the
accrued derivative liability. Actual results could differ from these estimates.

Fair Value of Financial Instruments
-----------------------------------

      For certain of the Company's financial instruments, including cash,
accounts payable and accrued expenses, the carrying amounts approximate fair
value due to their short maturities. The amounts shown for notes and debentures
payable also approximate fair value because current interest rates and terms
offered to the Company for similar debt are substantially the same.

Cash and Cash Equivalents
-------------------------

      For purposes of the statements of cash flows, the Company defines cash
equivalents as all highly liquid debt instruments purchased with a maturity of
three months or less, plus all certificates of deposit.

Concentration of Credit Risk
----------------------------

      Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash and accounts receivables. The
Company places its cash with high quality financial institutions and at times
may exceed the FDIC $100,000 insurance limit. The Company extends credit based
on an evaluation of the customer's financial condition, generally without
collateral. Exposure to losses on receivables is principally dependent on each
customer's financial condition. The Company monitors its exposure for credit
losses and maintains allowances for anticipated losses, as required. The Company
derived 100% of its revenue through AmericaTab.

Property and Equipment
----------------------


      Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives of 2-5 years.
Expenditures for maintenance and repairs are charged to operations as incurred
while renewals and betterments are capitalized. Gains and losses on disposals
are included in the results of operations. Depreciation expense for property and
equipment for the years ended December 31, 2007 and 2006 was $2,605 and $6,203,
respectively.

Web Development Costs
---------------------

      Website development costs are for the development of the Company's Online
Enterprises, Inc. subsidiary's Internet website. These costs have been
capitalized when acquired and installed, and will be amortized over three years
once placed in service. The Company accounts for these costs in accordance with
EITF 00-2, "Accounting for Website Development Costs," which specifies the
appropriate accounting for costs incurred in connection with the development and
maintenance of websites. Website development costs will be amortized over 36
months. Amortization began in 2005 when the website was placed in service.
During the year ended December 31, 2006, the Company wrote-off its web
development costs since it concluded that it had no future value.

Impairment of Long-Lived Assets
-------------------------------

      In accordance with Statement No. 144, long-lived assets, such as property,
equipment, and purchased intangibles subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower
of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet.

                                      F-8
<PAGE>

Organization Costs
------------------

      The Company has incurred various expenditures in the formation of its
corporate and organizational structure. In accordance with SOP 98-5 these costs
were expensed as incurred.

Accrued Derivative Liability
----------------------------

      The convertible debenture and the Series A, D and E preferred stock can be
converted into common stock at a conversion price that is a percentage of the
market price; therefore the number of shares that could be required to be
delivered upon "net-share settlement" is essentially indeterminate. In
accordance with SFAS No. 133, the Company has bifurcated the beneficial
conversion features embedded in its convertible debentures and preferred stock
and has recorded the fair value of these beneficial conversion features as a
current liability.

Convertible Preferred Stock
---------------------------

      The Company's Series A, D and E preferred stock are presented as a current
liability since the Company has financial instruments that are convertible into
common stock at a conversion price that is a percentage of the market price;
therefore the number of shares that could be required to be delivered upon
"net-share settlement" is essentially indeterminate and the Company does not
have enough authorized shares to satisfy the conversion of its convertible
preferred stock.

Revenue Recognition
-------------------

      Revenue is recognized at the time a bet is placed on the Company's online
website.

Income Taxes
------------

      The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Deferred taxes are provided on the liability
method whereby deferred tax assets are recognized for d differences, and
deferred tax liabilities are recognize temporary differences. Temporary
differences are the di the reported amounts of assets and liabilities and
theieductible temporary Deferred tax assets are reduced by a valuation allowancd
for taxable opinion of management, it is more likely than not that fferences
between of the deferred tax assets will be realized. Deferred tr tax bases.
liabilities are adjusted for the effects of changes in e when, in the on the
date of enactment. some portion or all ax assets and Earnings (Loss) Per Share
tax laws and rates

      The Company reports earnings (loss) per share in a No. 128, "Earnings per
Share." Basic earnings (loss) pe by dividing income (loss) available to common
sharehold average number of common shares available. Diluted earnccordance with
SFAS share is computed similar to basic earnings (loss) per r share is computed
the denominator is increased to include the number of aers by the weighted
shares that would have been outstanding if the potentiaings (loss) per been
issued and if the additional common shares were dishare except that earnings
(loss) per share has not been presented since dditional common assumed
conversion of options and warrants to purchase l common shares had have an
anti-dilutive effect. The following potential clutive. Diluted been excluded
from the computation of diluted net loss the effect of the years ended December
31, 2007 and 2006 because the effecommon shares would anti-dilutive:

                                               2007                 2006
                                          ---------------     ---------------

Common stock issuable upon
  conversion of notes payable               5,630,040,000          90,115,385
Common stock issuable  upon
  conversion of preferred stock            33,262,350,476       5,893,390,095

Comprehensive Loss
------------------

      SFAS No. 130, "Reporting Comprehensive Loss," establishes standards for
the reporting and display of comprehensive income and its components in the
consolidated financial statements. For the years ended December 31, 2007 and
2006, the Company did not have items that represented other comprehensive income
and, accordingly, a statement of comprehensive loss has not been included
herein.

                                      F-9
<PAGE>

Reclassification
----------------

      Certain reclassifications have been made to the 2006 balances to conform
to the 2007 presentation.

Recently Issued Accounting Pronouncements
-----------------------------------------

      In September 2006, the Financial Accounting Standards Board (" FASB ")
issued SFAS No. 157, " FAIR VALUE MEASUREMENTS ." This statement clarifies the
definition of fair value, establishes a framework for measuring fair value and
expands the disclosures on fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. Management has not
determined the effect, if any, the adoption of this statement will have on the
Company's consolidated financial statements.

      In February of 2007 the FASB issued SFAS 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES--INCLUDING AN AMENDMENT OF FASB
STATEMENT NO. 115 ." The statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The statement is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Company is analyzing the
potential accounting treatment.

      In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements", which is an amendment of Accounting
Research Bulletin ("ARB") No. 51. This statement 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. This
statement changes the way the consolidated income statement is presented, thus
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both parent and the noncontrolling interest. This
statement is effective for the fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Based on current
conditions, the Company does not expect the adoption of SFAS 160 to have a
significant impact on its results of operations or financial position.

      In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations." This statement replaces FASB Statement No. 141, "Business
Combinations." This statement retains the fundamental requirements in SFAS 141
that the acquisition method of accounting (which SFAS 141 called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. This statement defines the acquirer as
the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. This statement requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. This statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company does not expect the adoption of SFAS 160 to have
a significant impact on its results of operations or financial position.

NOTE 2 - RELATED PARTY TRANSACTIONS

      Total rent expense paid to Mr. Tilton, the Company's CEO for the years
ended December 31, 2007 and 2006 was $18,000 and $18,000, respectively.

      At December 31, 2007, the Company reflected an accrual for unpaid officer
compensation of $229,022.


                                      F-10
<PAGE>

NOTE 3 - CONVERTIBLE NOTES PAYABLE

      The Company has the following convertible debentures outstanding as of
December 31, 2007 and December 31, 2006:

                                                 DECEMBER 31,     DECEMBER 31,
                                                     2007             2006
                                                --------------   --------------
Compass Capital Group, bears interest at
8% per annum, convertible to common stock
at a price equal to 65% of the closing bid
price. The debenture matured on January 1,
2005 and in September 2005 the Company
settled with Compass allowing it to convert
$11,750 per month.                              $            -   $       11,715
                                                ==============   ==============

NOTE 4 - CONVERTIBLE DEBT

      In 2007, the Company converted at total of $37,480 of accounts payable and
$229,022 of officer compensation into convertible debt. The convertible debt can
be converted at the option of the debt holder into shares of the Company's
common stock at a 50% discount to the market price at the date of conversion.

NOTE 5 - NOTE PAYABLE

      In July 2006, the Company issued a note payable to America Tab Ltd. on the
amount of $10,000. The note bears interest at 10% per annum and is to be repaid
from revenue generated from the Company's website. As of December 31, 2007 and
2006, the unpaid balance on this note was $0 and $2,590, respectivley.

     During the year ended December 31, 2007, the Company issued two notes
payable in the amount of $25,000 and $15,000. The notes are unsecured, bears
interest at the rate of 12% per annum and are payable upon demand.

NOTE 6 -STOCKHOLDERS' DEFICIT

      On January 2, 2004, the Company filed a Certificate of Amendment to its
Articles of Incorporation for the State of Nevada to amend its capitalization.
The amendment grants the Company the authority to issue 1 billion shares of par
value $0.001 stock consisting of 20,000,000 preferred shares and 980,000,000
common shares.

      On October 5, 2005, the Company filed an Information Statement requesting
approval from the stockholders to give the Company's board of directors the
authority to (1) effect a reverse stock split of each share of common stock of
the Company at a ratio of one share for up to 50 shares of common stock
outstanding, as determined by the Company's board of directors at its
discretion, and (2) amend the Company's Articles of Incorporation to increase
from 980,000,000 to 5,000,000,000 the number of shares of common stock the
Company is authorized to issue. The stockholders approved items (1) and (2)
above and on November 9, 2005, the Company filed a Certificate of Amendment with
the Nevada Secretary of State increasing the number of authorized common shares
to 5,000,000,000.

      On January 7, 2004, the Company affected a one-for-ten reverse stock split
of its common stock. On January 20, 2006, the Company authorized a one for fifty
reverse stock split of its common stock. All share information for common shares
has been retroactively restated for these two reverse stock splits.

                                      F-11
<PAGE>

Common Stock
------------

      The Company had the following transactions in its common stock:

      o     during the year ended December 31, 2007, the Company issued
            101,576,923 shares of common stock to holders of notes payable for
            the conversion of $11,715 in notes payable; issued 385,319,122
            common stock for the conversion of Series D preferred stock and
            preferred stock dividend in the amount of $64,981; issued 35,714,285
            common stock for the conversion of Series E preferred stock and
            preferred stock dividend in the amount of $5,000; and issued
            125,000,000 shares of common stock for services rendered of $12,500.

      o     during the year December 31, 2006, the Company issued 376,474,317
            shares of common stock to holders of notes payable for the
            conversion of $121,175 in notes payable; and

      o     during the year ended December 31, 2006, the Company issued
            434,799,497 shares of common in exchange for 2,921 and 210 shares
            for Series D and E preferred stock, respectively, and the payment of
            $109,283 in Series D and E preferred stock dividends.

Preferred Stock
---------------

      The Company has debt and equity instruments that can be converted into
common stock at a conversion prices that are a percentage of the market price;
therefore the number of shares that could be required to be delivered upon
"net-share settlement" is essentially indeterminate. Therefore, the Series A, D
and E Preferred Stock which can be converted into shares of common stock are
shown in the accompanying consolidated balance sheet as a current liability.

      SERIES A PREFERRED STOCK - There are 5,000 shares of Series A preferred
stock authorized. Each share of Series A preferred stock is entitled to receive
a monthly dividend of $2.00 per share, payable quarterly in arrears, and is
convertible into common stock at the rate of $100 per share ($500,000 in the
aggregate) at a discount of (1) 75% of the closing bid price of the common stock
(if at the option of the holder), or (2) 60% of the closing bid price of the
common stock (if at the option of our company). In the event of liquidation, all
shares of Series A preferred stock would automatically be converted into shares
of our common stock at rate of $100 per share, with holders of shares of Series
A preferred stock being entitled to receive, in the aggregate, shares of our
common stock valued at $500,000. Shares of Series A preferred stock vote with
shares of our common stock on an as-converted basis.

      SERIES B PREFERRED STOCK - There are 100,000 shares of Series B preferred
stock authorized. In the event of liquidation, each share of Series B preferred
stock ranks equivalent to one share of our common stock. Shares of Series B
preferred stock are not entitled to participate in dividends declared on our
common stock. The Series B preferred stock votes together with our common stock
on the basis of 1,000 votes per share.


      SERIES C PREFERRED STOCK - There are 12,000,000 shares of Series C
preferred stock authorized. Each share of Series C preferred stock is
convertible into one share of our common stock. The Series C preferred stock is
non-interest bearing, does not have voting rights, and is not entitled to
receive dividends. In the event of a liquidation, each share of Series C
preferred stock will automatically convert into one share of our common stock
and will otherwise not be entitled to any preference over shares of our common
stock or any shares of our preferred stock. Shares of Series C preferred stock
are entitled to name two members of our board of directors.

      SERIES D PREFERRED STOCK - There are 25,000 shares of Series D preferred
stock authorized. Shares of Series D preferred stock are entitled to
participate, on an as-converted basis, in any dividends declared on the common
stock. In the event of a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, holders of Series D preferred stock shall be
entitled to share pari passu with the holders of shares of common stock in the
assets of the Corporation, on an as converted basis, whether such assets are
capital or surplus of any nature. Any outstanding shares of Series D preferred
stock may, at the option of the holder, be converted at any time or from time to
time into fully paid and nonassessable shares of common stock at the conversion
rate in effect at the time of conversion, determined as provided herein, except
that (1) a holder of shares of Series D preferred stock may at any given time
convert only up to that number of shares of Series D preferred stock as would
result in the aggregate beneficial ownership of the Company's common stock
(calculated in accordance with Rule 13d-3 of the Securities Exchange Act of
1934, as amended) of that holder and all persons affiliated with that holder not
being more than 4.99% of the Company's common stock then outstanding and (2) a
holder of shares of Series D preferred stock may not convert more than half of
that holder's shares of Series D preferred stock within any 30-day period. The
number of shares into which one share of Series D preferred stock is convertible
will be determined by dividing (1) the sum of (A) Stated Value plus (B) an
amount equal to 1% of the Stated Value multiplied by the number of months from
the original issue date until the date of conversion (pro rated for any period
of less than a month) by (2) the conversion price at that time. The conversion
price is the lesser of (1) 70% of the closing bid price and (2) $0.0192 (the
amount being 120% of the closing bid price on December 22, 2004).

                                      F-12
<PAGE>

      SERIES E PREFERRED STOCK - There are 5,000 shares of Series E preferred
stock authorized. Shares of Series E preferred stock may, at the option of the
holder, be converted into shares of common stock at the conversion rate in
effect at the time of conversion. The number of shares into which one share of
Series E preferred stock is convertible will be determined by dividing (1) the
sum of (A) the "Stated Value" (equal to $100) plus (B) an amount equal to 1.5%
of the Stated Value multiplied by the number of months from the date of issuance
until the date of conversion (pro rated for any period of less than a month) by
(2) the lesser of (A) $0.006 and (B) the Conversion Price at that time. For
these purposes, "Conversion Price" means 70% of the Closing Bid Price, and
"Closing Bid Price" on a given day means the lowest closing bid price of the
common stock out of the closing bid price of the common stock on each of the
five immediately preceding trading days on NASDAQ or any other principal
securities price quotation system or market on which prices of the common stock
are reported.

      The Company had the following transaction in its preferred stock:

      o     during the year ended December 31, 2006, the Company issued 1,950
            shares of Series E preferred stock for $195,000 in cash. The 1,950
            shares of Series E preferred stock issued in this transaction can be
            converted into shares of the Company's common stock at 70% of the
            current market price. The beneficial conversion feature resulting
            from this issuance amounted to $122,473 which has been recorded in
            the accompanying financial statements as a dividend payment.

NOTE 7 - INCOME TAXES

      Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets as of December 31, 2007 are as
follows:

                                                DECEMBER 31,
                                                   2007
                                               --------------
              Deferred tax assets:
                Federal net operating loss     $    1,644,000
                State net operating loss              248,000
                                               --------------

              Total deferred tax assets             1,892,000
                Less valuation allowance           (1,892,000)
                                               --------------

                                               $            -
                                               ==============

      At December 31, 2007, the Company had federal and state net operating loss
("NOL") carryforwards of approximately $4,800,000 and $4,899,000, respectively.
NOLs could, if unused, expire in varying amounts in the years 2017 through 2019.

      The valuation allowance increased by $248000 and $54,000 during 2007and
2006, respectively. The Company has provided a 100% valuation allowance on the
deferred tax assets at December 31, 2007 to reduce such asset to zero, since
there is no assurance that the Company will generate future taxable income to
utilize such asset. Management will review this valuation allowance requirement
periodically and make adjustments as warranted.

                                      F-13
<PAGE>

      The reconciliation of the effective income tax rate to the federal
statutory rate for the years ended December 31, 2007 and 2006 is as follows:

                                                2007               2006
                                             ----------         ----------
      Federal income tax rate                    (34.0%)            (34.0%)
      State tax, net of federal benefit           (5.0%)             (5.0%)
      Increase in valuation allowance             39.0%              39.0%

      Effective income tax rate                    0.0%               0.0%

      Utilization of the net operating loss and tax credit carryforwards is
subject to significant limitations imposed by the change in control under I.R.C.
382, limiting its annual utilization to the value of the Company at the date of
change in control times the federal discount rate.


                                      F-14