FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended: December 31, 2007
                       OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

Commission file number:       000-27279

C&G DEC Capital, Inc.
(Exact name of Small Business Issuer in its charter)


        FLORIDA                         65-0106255
  (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization               Identification No.)

6259 Executive Boulevard
Rockville, MD                                    20852
 (Address of principal executive offices)                  (Zip Code)

Registrant's Telephone number, including area code:  (732) 319-9235


Securities registered pursuant to Section 12(b) of the Act:       None
Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.0001 par value

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

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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Corporation's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ x ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [x ]   No [ ]

The Corporation's revenues for its most recent fiscal year were $0.00.
As of December 31, 2007, the market value of the Corporation's voting
$.000l par value common stock held by non-affiliates of the Corporation
was $0.00.



<PAGE>2

The number of shares outstanding of Corporation's only class of common
stock, as of December 31, 2007 was 12,272,300 shares of its $.0001 par
value common stock.

No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)
 Yes                No     x
     --------          --------



<PAGE>3
PART I
ITEM 1.    BUSINESS

C&G DEC Capital, Inc. is a Florida corporation that became public when
its registration statement under the Securities Act of 1933 filed with
the Securities and Exchange Commission became effective on July 20,
1990 and closed on December 31, 1990.

The Corporation:

The Corporation was engaged in the publication of a local newspaper
business.  In 1991, the Corporation ceased doing business and has not
engaged in any enterprises since that time.  The Corporation has not
yet determined what form of business, if any, it will initiate.

The Corporation ceased operations and has not functioned since the
later part of 1991.  The Corporation has remained as a non-function
non-trading public shell corporation with no assets.

The Company has remained as a nonfunctioning non-trading public shell
corporation with no assets to date.

On April 6, 2007, the Company changed its name to DEC Capital, Inc.

On June 22, 2007, the Company changed its name to C&G DEC Capital, Inc.

General Information about Industry Segments:

The Corporation operated from January 15, 1988 to the middle of 1991 as
a newspaper publisher.  As of the date of this filing, the Corporation
is not engaged in any business nor has it determined what form of
business it will operate.

Narrative Description of Business:

The Corporation has no business.

The Corporation has no patents, trademarks, licenses, franchises nor
concessions.

The Corporation cannot yet determine if the business it will engage in
is seasonal or not, since they have yet to determine what type of
business it will operate.

Since there has not been a determination of the type of business the
Corporation will operate, it cannot be determined who its major
competitors will be.

Presently the Corporation employs no one other than its officers who
receive no compensation.  The number of persons to be employed in the
future depends on what type of business the Corporation will be engaged
in.




<PAGE>4

ITEM 2.  PROPERTIES.

The Corporation's executive offices which consist of 150 square feet
are located at 6259 Executive Boulevard, Rockville, MD 20852.  These
facilities are provided free of charge from an officer of the
Corporation.


ITEM 3.  LEGAL PROCEEDINGS.

The Corporation is not involved in any legal proceedings at this date.


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

During the last quarter of the fiscal year ended December 31, 2007, no
matters were submitted to a vote of the Corporation's security holders,
through the solicitation of proxies.





<PAGE>5
PART II

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

Market Information.  The Corporation's common stock is not included in
the pink sheets or in the OTC Bulletin Board maintained by the NASD.
The Corporation plans to apply to the OTC Bulletin Board.

There is no public trading market for the Corporation's common stock
and there is no guarantee any trading market will develop.

The Corporation has never paid any cash dividends nor does it intend,
at this time, to make any cash distributions to its shareholders as
dividends in the near future.

As of March 31, 2008, the number of holders of Corporation's common
stock is 52.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

The Corporation has no cash or cash flows from operating, investing, or
financing activities for 2007 or 2006.

Results of Operations

In 1991, the Corporation ceased doing business and has not engaged in
any enterprises since that time.  The Corporation ceased operations and
has not functioned since the later part of 1991.  The Corporation has
remained as a nonfunctioning non-trading public shell corporation with
no assets to date.

Going Concern and Management's Plans

As indicated in the accompanying financial statements, the Corporation
incurred net losses of $(436,641) for the period January 15, 1988
(Inception) to December 31, 2007 and is considered a company in the
development stage.  The Corporation is seeking to merge with a private
operating company and then will attempt to raise additional capital for
investment and working capital purposes.  There is no assurance that
the Corporation will find a successful merger candidate nor is there
any assurance that if a merger is successful that the Corporation will
be able to raise adequate additional capital in the equity markets.
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.



<PAGE>6

Forward-Looking Statements

This Report contains statements that we believe are, or may be
considered to be, "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact included in this Report
regarding the prospects of our industry or our prospects, plans,
financial position or business strategy, may constitute forward-looking
statements. In addition, forward-looking statements generally can be
identified by the use of forward-looking words such as "may," "will,"
"expect," "intend," "estimate," "foresee," "project," "anticipate,"
"believe," "plans," "forecasts," "continue" or "could" or the negatives
of these terms or variations of them or similar terms. Furthermore,
such forward-looking statements may be included in various filings that
we make with the SEC or press releases or oral statements made by or
with the approval of one of our authorized executive officers. Although
we believe that the expectations reflected in these forward-looking
statements are reasonable, we cannot assure you that these expectations
will prove to be correct. These forward-looking statements are subject
to certain known and unknown risks and uncertainties, as well as
assumptions that could cause actual results to differ materially from
those reflected in these forward-looking statements. Readers are
cautioned not to place undue reliance on any forward-looking statements
contained herein, which reflect management's opinions only as of the
date hereof. Except as required by law, we undertake no obligation to
revise or publicly release the results of any revision to any forward-
looking statements. You are advised, however, to consult any additional
disclosures we make in our reports to the SEC. All subsequent written
and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained in this Report.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 20.


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

None




<PAGE>7

ITEM 8A CONTROLS AND PROCEDURES

Changes in Internal Controls

During the year ended December 31, 2007, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2007.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of December 31, 2007 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management of the Corporation is responsible for establishing and
maintaining adequate internal control over financial reporting as
derived in Rule 13a-15(f) under the Securities Exchange Act of 1934.
We have assessed the effectiveness of those internal controls as of
December 31, 2007, using the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") Internal Control Integrated Framework
as a basis for our assessment.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Projections of any
evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.  All internal control systems, no matter how well
designed, have inherent limitations.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.

A material weakness in internal controls is a deficiency in internal
control, or combination of control deficiencies, that adversely affects
the Corporation's ability to initiate, authorize, record, process, or
report external financial data reliably in accordance with accounting
principles generally accepted in the United States of America such that

<PAGE>8

there is more than a remote likelihood that a material misstatement of
the Corporation's annual or interim financial statements that is more
than inconsequential will not be prevented or detected.  In the course
of making our assessment of the effectiveness of internal controls over
financial reporting, we did not identify any material weakness in our
internal control over financial reporting.  Therefore, it is our
conclusion that the Corporation's internal controls over financial
reporting were effective as of December 31, 2007.

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


ITEM 8B OTHER INFORMATION

None




<PAGE>9

PART III

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

Board of Directors.  The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor.  All holders of common stock will have the
right to vote for Directors of the Corporation.  The board of directors
has primary responsibility for adopting and reviewing implementation of
the business plan of the Corporation, supervising the development
business plan, review of the officers' performance of specific business
functions.  The board is responsible for monitoring management and from
time to time, to revise the strategic and operational plans of the
Corporation.  Directors receive no cash compensation or fees for their
services rendered in such capacity.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                                Position                      Term(s) of Office

                                   <c>                                <c>
Richard H. Tanenbaum, age 60      President, Director      January 1, 2006 to Present
                               Chief Executive Officer
                               Chief Financial Officer
Edward Whelan, age 57               Director                 April 1, 2007 to Present
Theodore Urban, age 58              Director                 April 11, 2007 to Present
George Jochum, age 75               Director                 April 11, 2007 to Present
William Walling, age 72             Director                 April 14, 2007 to Present
</TABLE>
Resumes:

Richard H. Tanenbaum.   Mr. Tanenbaum received a Bachelor of Science
degree from Bradley University in 1969 and a Juris Doctorate degree
from the Columbia Law School of the Catholic University of America in
1974, where he was Managing Editor of the Law Review.  He has practiced
law in Washington, D.C. and Bethesda, MD since 1974, having worked with
the White House Executive Office of the President, an international law
firm (Jones, Day, Revis & Pogue), local law firm (Lerch, Early &
Brewer), and since 1984 in his own entrepreneurial sole practice, with
an emphasis on contract negotiations, the purchase and sale of
businesses, loan and real estate acquisitions, hospital development and
management and related tax matters.  He was a founder of Military
Resale Group, Inc. in October 1997, as a former Director and General
Counsel and assumed the same positions after the Reverse Acquisition in
November 2001.  He also is founder, Chairman and General Counsel of
American Masterworks Development Company.  In the past, Mr. Tanenbaum
has started, operated and managed many diverse businesses and served as
a member of the Board of Directors of numerous companies.  He also is
active in local civic affairs, having served as Chairman of the local
Citizens Advisory Board, co-founder and officer of Bethesda Urban
Partnership, a downtown management corporation, director of the Chamber



<PAGE>10

of Commerce, Rotary Club member/officer, founder and chairman of
mentoring program for needy children and coach of children's baseball
and basketball teams for many years.

Edard T. Whelan.  Mr., Director, COO/CCO/President, has most recently
served as Chairman and Chief Executive Officer of Military Resale
Group, Inc.  He negotiated and financed the acquisition of a private
company with revenue of $750,000, completed a reverse merger into a
publicly traded shell, with a twelve-fold growth rate of which revenues
increased  to just under $10 million.  From April 1998 until October
2003, Mr. Whelan served as the President and a principal stockholder of
Xcel Associates, Inc., a company engaged in providing financial
consulting to small and medium-sized companies, and to high net worth
individuals.  From 1989 to December 2001, Mr. Whelan served as
President and a principal shareholder of Shannon Investments, Inc., a
consulting firm to small and medium-sized companies.  From 1984 to 1989
Mr. Whelan was a co-founder of Physicians Pharmaceutical Services, Inc.
a publicly traded company that made the Inc. Magazine's fastest growing
companies in America list.  From 1968 to 1971, Mr. Whelan attended St.
Peters College in Jersey City, New Jersey, where he majored in
Economics.

George Jochum.  Mr. Jochum served as Chairman of the Board, President
and CEO of MAMSI, a holding Company for MD-IPA, OCI, Alliance, MAPSI &
MD-IPA Common.  When Mr. Jochum joined MAMSI and its predecessor
companies in 1987, the company was very close to bankruptcy, with 120
employees.  During the next five years MAMSI increased income from a
loss in 1986 to an income of over $15,000,000.  Under Mr. Jochum MAMSI
increased the number of employees to over 2,000, the revenues to over
$1,000,000,000, the doctor network to over 30,000 and the hospitals
network to over 350.  During this period, the number of insured
companies grew from 100 to 1,700.  MAMSI provided health insurance to
1,700,000 individuals in 1998.  Upon retiring from MAMSI, Mr. Jochum
assisted numerous other small developing companies.  He became CEO of
Zone Labs and worked with that company from 2002 to 2006.  Under Mr.
Jochum's guidance, Zone Labs became profitable within 10 months. When
Mr. Jochum retired from Zone Labs after 4 years, Zone Labs had retained
earnings of over a million dollars and an annual profit of
approximately $1,200,000 on revenues of $14,000,000.

Theodore W. Urban.  Mr. Urban graduated from Cornell University in 1971
with a B.S. in Electrical Engineering.  He received his J.D. in 1974
from the Columbus School of Law at Catholic University, where he served
as an Editor of the Law Review.  Mr. Urban served as General Counsel to
Ferris, Baker Watts, Inc. and its predecessor, Ferris & Company, Inc.
since 1984 until his retirement in March, 2007.  He was an Executive
Vice President of the Firm, and served as a member of its Board of
Directors since 1985.  He also was a member of the Firm's Executive
Committee and the Investment Screening Committee, and served as Trustee
of the Firm's Employee Stock Ownership Plan and its 401K Employee
Savings Plan.  Mr. Urban also was Chairman of the Board of TCA
TrustCorp America, a trust company affiliate of Ferris, Baker Watts,
Inc.

<PAGE>11

Prior to joining Ferris, Mr. Urban was Deputy Director of the Commodity
Futures Trading Commission's Division of Trading and Markets and served
as the Commission's Liaison to the National Futures Association.  He
previously had served as an Assistant Director of the Securities and
Exchange Commission's Division of Market Regulation, with
responsibility for the Division's oversight of both exchange and NASD
self-regulatory practices.  Mr. Urban serves on the Board of Directors
of the Maryland Chamber of Commerce and as Vice Chairman of the Board
of Investment Trustees for the Montgomery County Public Schools'
Employees Pension and Retirement System.  He has participated in the
Montgomery County Corporate Partnership for Managerial Excellence,
Montgomery SUCCESS, and Leadership Maryland (1996).  Mr. Urban
currently serves as a member of the District of Columbia's Securities
Advisory Committee and has served as a member of the NASDR's National
Adjudicatory Council, on the NASD's District Committee for District 9
(as Chairman in 1997).  He has served on a number of other securities
industry committees and periodically serves as an arbitrator for the
NYSE, NASD and NFA.

William N. Walling, Jr.  Mr. William N. Walling, Jr. received a
Bachelor of Arts degree in economics (honors) from Michigan State
University in 1957.  Mr. Walling earned a M.B.A. in corporate finance
(honors) from New York University in 1962 and became a Chartered
Financial Analyst in 1964.  Since January 2002, Mr. Walling has been
self-employed as a securities analyst.  In February and March 2003, Mr.
Walling was also employed as a transaction analyst for a broker/dealer.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Corporation's knowledge, no director, officer or beneficial
owner of more than ten percent of any class of equity securities of the
Corporation failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during 2006.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance.

There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors.  In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert.  Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN
48").  FIN 48 defines the threshold for recognizing the benefits of tax

<PAGE>12

return positions in the financial statements as "more-likely-than-not"
to be sustained by the taxing authority.  Recently issued literature
also provides guidance on the derecognition, measurement and
classification of income tax uncertainties, along with any related
interest and penalties.  FIN 48 also includes guidance concerning
accounting for income tax uncertainties in interim periods and
increases the level of disclosures associated with any recorded income
tax uncertainties.  FIN 48 is effective for fiscal years beginning
after December 15, 2006.  The Company adopted the provisions of FIN 48
on January 1, 2007.  Adoption of the provisions of FIN 48 did not have
a material effect on the Company's financial position, results of
operations and liquidity.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities ("SFAS 159").  SFAS 159
allows entities to measure at fair value many financial instruments and
certain other assets and liabilities that are not otherwise required to
be measured at fair value. SFAS 159 is effective for fiscal years
beginning after November 15, 2007.  The Company is currently evaluating
the potential impact, if any, that the adoption of SFAS No. 157 will
have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.
This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-
controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable
users to evaluate the nature and financial effects of the business
combination.  SFAS No.141R is effective for us for acquisitions made
after November 30, 2009.  The Company is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 141R will have
on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements.  This standard outlines
the accounting and reporting for ownership interest in a subsidiary
held by parties other than the parent.  SFAS No. 160 is effective for
our first quarter of 2010.  The Corporation is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 160 will have
on its consolidated financial statements.

Indemnification.

The Corporation shall indemnify to the fullest extent permitted by, and
in the manner permissible under the laws of the State of Florida, any
person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Corporation, or served any other enterprise as director, officer or
employee at the request of the Corporation.  The board of directors, in
its discretion, shall have the power on behalf of the Corporation to



<PAGE>13

indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or
was an employee of the Corporation.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Corporation, the Corporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION

The following cash compensation has been paid by the Corporation to its
executive officers, during which there was one officer.
<TABLE>
<CAPTION>
                                                                    Long Term Compensation
                       Annual Compensation                            Awards               Payouts
 (a)                    (b)     (c)            (d)      (e)      (f)     (g)      (h)            (i)
                                                       Other                                    All
Name                                                   Annual Restricted         LTIP           Other
and                                                    Compen-   Stock  Options/ Pay-          Compen-
Principal                       Salary        Bonus    sation    Awards  SARs    Outs          sation
Position                Year      ($)          ($)       ($)       ($)   ($)     ($)             ($)

                     <c>       <c>          <c>       <c>       <c>    <c>    <c>             <c>

Richard H. Tanenbaum
Chief Executive Officer  2005       -           -         -         -      -      -               -
                         2006       -           -         -         -      -      -               -
                         2007       -           -         -         -      -      -               -
Edward Whelan
Chief Operating Officer  2005       -           -         -         -      -      -               -
                         2006       -           -         -         -      -      -               -
                         2007       -           -         -         -      -      -               -
</TABLE>
The Corporation entered into employment agreements with Messr.
Tanenbaum and Whelan.  The agreements have a term of three years
beginning in April 1, 2007.  There is an automatic renewal for two
successive three year periods.  Each officer shall receive an annual
income of $180,000 with a bonus of three percent of operating cash
flows.

<PAGE>14

Board of Directors Compensation.  Currently, board members receive no
special compensation for meetings or time incurred.  Director liability
insurance may be provided to all members of the Board of Directors.  No
differentiation shall be made for any further compensation of "outside
directors" and those officers of the Corporation serving in that
capacity.

Stock Option Plan.  The Corporation shall implement an employee stock
option program.  The specifics of the plan have yet to be determined.


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

The following tabulates holdings of shares of the Corporation by each
person who, subject to the above, holds of record or is known by
management to own beneficially more than 5.0% of the common shares and,
in addition, by all directors and officers of the Corporation
individually and as a group.   Each named beneficial owner has sole
voting and investment power with respect to the shares set forth
opposite his name.

              Shareholdings at March 31, 2008
<TABLE>
                                                      Percentage of
                            Number & Class(1)          Outstanding
Name and Address                  of Shares           Common Shares

   
                             <c>                    <c>

Richard H. Tanenbaum         Direct           0             0.00%
6259 Executive Blvd.(2)    Indirect   2,900,000            23.94%
Rockville, MD 20852

Edward T. Whelan             Direct           0              0.00%
135 First Street(4)        Indirect   2,600,000	             24.14%
Condo 2F
Keyport, NJ  07735

Theodore W. Urban                       400,000              3.71%
13428 Doncaster Lane
Colesville, MD 20904

George Jochum                           275,000              2.38%
30 Lake Forrest Drive
Oakland, MD 21550

William N. Walling                       50,000              0.46%
61 Duncan Avenue, Apt. 2A
Jersey City, New Jersey 07304

All Directors and Officers
As a Group (5 persons)          Direct  725,000	              6.73%
                    Direct & Indirect 6,225,000             57.79%

<PAGE>15

5% or more Shareholders

RBD Trust(2)                           2,900,000            23.94%
c/o James C. Fielding, Jr.
Trustee
6010 Executive Blvd. #900
Rockville, MD 20852

Grace Holding(3)                         300,000            11.97%
Harbor View 2-F
135 First Street
Keyport, NJ 07735-1748

Atlantic Investment Trust(4)
U/A Dated 01/01/99                       300,000            11.97%
Richard H. Tanenbaum, Esq.,
Trustee
6259 Executive Blvd.
Rockville, MD 20852

Michael A. Dermer                        257,700            10.28%
1109 N 21 Avenue
Suite 120
Hollywood FL 33020
</TABLE>
 (1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, beneficial ownership of a security consists of sole or
shared voting power (including the power to vote or direct the voting)
and/or sole or shared investment power (including the power to dispose
or direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
(2)Family trust for benefit of Richard H. Tanenbaum and his two sons
(3)Corporation owned by Atlantic Investment Trust
(4)Trust for benefit of children and grandchildren of Edward T. Whelan


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

Certain Relationships and Related Transactions.

None

Director Independence.

Our officers and directors are not independent as such term is defined by
a national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2007, there were no
transactions with related persons other than as described in the section
above entitled "Item 10.  Executive Compensation".



<PAGE>16

ITEM 13.  EXHIBITS

List of Exhibits

The following exhibits are filed with this report:

  Exhibit 10.1 - Employment Agreement with Edward Whelan
  Exhibit 10.2 - Employment Agreement with Richard Tanenbaum
  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  We incurred aggregate fees and expenses of approximately
$10,400 and $17,000, respectively, from Meyler & Company, LLC for the
2007 and 2006 fiscal years.  Such fees included work completed for our
annual audits and for the review of our financial statements included
in our Form 10-KSB.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Meyler & Company, LLC for the 2007 and 2006 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees. We did not incur any other fees from Meyler & Company,
LLC during fiscal 2007 and 2006.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2006 were approved
by the Board of Directors pursuant to its policies and procedures.  We
intend to continue using Meyler & Company, LLC solely for audit and
audit-related services, tax consultation and tax compliance services,
and, as needed, for due diligence in acquisitions.



<PAGE>17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Corporation has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    April 15, 2008

C&G DEC Capital, Inc.

/s/ Richard H. Tanenbaum
------------------------------
By: Richard H. Tanenbaum, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Corporation and in the capacities and on the dates
indicated.
<TABLE>

                                                               <c>
/s/Richard H. Tanenbaum            CEO/CFO              April 15, 2008
-------------------             Controller/Director

/s/Edward Whelan                   Director             April 15, 2008
-------------------

/s/Theodore Urban                  Director             April 15, 2008
-------------------

/s/George Jochum                   Director             April 15, 2008
-------------------

/s/William Walling                 Director             April 15, 2008
-------------------

</TABLE>



<PAGE>18

C&G DEC Capital, INC.
INDEX TO FINANCIAL STATEMENTS

The following financial statements are filed as part of this report:

Report of Independent Registered Public Accounting Firm          19
Balance Sheet                                                    20
Statements of Operations                                         21
Statements of Cash Flows                                         22
Statement of Changes in Stockholders' Equity (Deficit)           24
Notes to Financial Statements                                    25




<PAGE>20

Report of Independent Registered Public Accounting Firm

To the Board of Directors
C&G DEC Capital, Inc.
Rockville, Maryland

We have audited the accompanying balance sheets of C&G DEC Capital,
Inc. (a Development Stage Company) as of December 31, 2007 and 2006 and
the related statements of operations, stockholders' equity (deficit),
and cash flows for each of the two years in the period ended December
31, 2007 and the period January 15, 1988 (Inception) to December 31,
2007.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over
financial reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sun
Reporter, Inc. as of December 31, 2007 and 2006, and the results of its
operations and its cash flows for each of the two years in the period
ended December 31, 2007 and the period January 15, 1988 (Inception) to
December 31, 2007, in conformity with U.S. generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note C
to the financial statements, the Company has incurred cumulative losses
of $436,641 since inception, and there are existing uncertain
conditions the Company faces relative to its ability to obtain capital
and operate successfully.  These conditions raise substantial doubt
about its ability to continue as a going concern.  Management's plans
regarding those matters are also described in Note C.  The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.

/s/ Meyler & Company, LLC
Middletown, NJ
April 1, 2008

<PAGE>20

C&G DEC CAPITAL, INC.
(A Development Stage Company)

BALANCE SHEETS


                                         December 31,    December 31,
                                             2007             2006
                                         ------------     -----------

ASSETS
------
CURRENT ASSETS
--------------

Cash                                       $    488          $      -
                                           --------          --------
    TOTAL CURRENT ASSETS                        488                 -
                                           ========          ========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------

CURRENT LIABILITIES
-------------------

Accounts Payable                           $ 24,900          $      -
Accrued Expenses                            281,400                 -
Advances from Management                     23,963                 -
                                           --------          --------
    TOTAL CURRENT LIABILITIES               330,263                 -
                                           ========          ========

STOCKHOLDERS' EQUITY (DEFICIT)
--------------------

Common Stock, $.0001 Par Value,
  40,000,000 shares authorized,
  12,272,300 and 2,506,300 shares
  issued and outstanding at
  December 31, 2007 and December 31,
  2006, respectively                          1,228               251
Additional Paid-in Capital                  105,638            89,288
Deficit Accumulated During Development
  Stage                                    (436,641)          (89,539)
                                           --------          --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT).....  (329,775)                -
                                           --------          --------
TOTAL LIABILITIES & STOCKHOLDER'EQUITY
   DEFICIT                                 $    488          $      -
                                           ========          ========


See accompanying notes to financial statements.

<PAGE>21

C&G DEC CAPITAL, INC.
(A Development Stage Company)

 STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   For the Period
                                      Year Ended                   January 15, 1988
                                     December 31,                 (Inception) to
                                2007               2006          December 31, 2007
                                ----               ----          ------------------

                             <c>                 <c>                   <c>
Revenues                    $        -          $        -           $   20,000

Operating Expenses             347,102                   -              456,641
                            ----------          ----------           ----------
LOSS BEFORE
INCOME TAXES....              (347,102)                  -             (436,641)

Provision for
Income Taxes...                      -                   -                    -
                            ----------          ----------           ----------

NET LOSS                    $ (347,102)         $        -           $ (436,641)
                            ==========          ==========           ==========
NET LOSS
PER COMMON SHARE            $     (.04)          $        -           $   (0.28)

Weighted Average Common
  Shares Outstanding         8,906,970           2,506,300            1,575,298
                            ==========          ==========           ==========
</TABLE>







See accompanying notes to financial statements.



<PAGE>22

C&G DEC CAPITAL, INC.
(A Development Stage Company)

 STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                   For the Period
                                      Year Ended                  January 15, 1988
                                     December 31,                 (Inception) to
                                2007               2006          December 31, 2007
                                ----               ----          ------------------

                             <c>                 <c>                   <c>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net Loss                     $ (347,102)          $       -            $(436,641)
Adjustments to reconcile
  net loss to net cash used
  in operating activities-
    Stock based compensation     16,655                   -              16,655
  Changes in current assets
    and liabilities:
      Accounts payable           24,900                   -              24,900
      Accrued expenses          281,400                   -             281,400
      Advances from
            Management             24,635                    -              24,635
                              ---------           ---------           ---------
Net Cash Flows from
  Operating Activities              488                  -              (89,051)

CASH FLOWS FROM FINANCING
  ACTIVITIES
Net Proceeds-from
  issuance of common
  stock                              -                   -               89,539
                             ---------           ---------            ---------
Net Cash Flows from
  Financing Activities       $       -           $       -            $  89,539
                             =========           =========            =========

Net increase in cash               488                   -                  488

Cash-beginning of year               -                   -                    -
                             ---------            --------            ---------
Cash-end of year             $     488            $      -            $     488
                             =========            ========            =========

SUPPLEMENTAL CASH FLOW DISCLOSURES-
Non-cash item-
  Shares issued to settle
     Liabilities                  672                    -                 672
                            =========             ========            ========
</TABLE>

See accompanying notes to financial statements.



<PAGE>23
C&G DEC CAPITAL, INC.
(A Development Stage Company)

 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
January 15, 1988 (Inception)to
December 31, 2007
<TABLE>
                                                                             Deficit
                                                                           Accumulated
                                                               Additional     During
                                           Common Stock          Paid-in   Development
                                         Shares    Amount        Capital       Stage      Total
                                         ------    ------        -------   -----------    -----

                                        <c>       <c>           <c>         <c>         <c>
Sale of Stock, April 1988                90,000        $9        $32,930      $     -   $32,939
Net Loss-1988                                                                  (2,550)   (2,550)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1988               90,000         9         32,930       (2,550)   30,389

Capital Contribution                          -         -          2,600            -     2,600
Net Loss-1989                                                                 (19,243)  (19,243)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1989               90,000         9         35,530      (21,793)   13,746

Sale of Stock, November 1990             16,300         2         53,798            -    53,800
Net Loss-1990
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1990              106,300        11         89,328      (21,793)   67,546
Net Loss-1991                                                                 (67,546)  (67,546)
                                       --------    ------        -------      -------   -------
Balance, December 31, 1991              106,300        11         89,328      (89,339)        -

Stock Adjustment                        400,000        40            (40)           -         -
Net Loss from 1992 to 1999
                                      ---------    ------        -------      -------   -------
Balance, December 31, 1999              506,300        51         89,288      (89,339)        -

Stock Issued for Services, July 2000  2,000,000       200              -            -       200
Net Loss-2000                                                                    (200)     (200)
                                      ---------    ------        -------      -------   -------
Balance, December 31, 2000            2,506,300       251         89,288      (89,539)        -

Net Loss from 2001 to December 31, 2006
                                      ---------    ------        -------      -------   -------
Balance, December 31, 2006            2,506,300       251         89,288      (89,539)        -


































































































































































































































































































</TABLE>
See accompanying notes to financial statements.



<PAGE>24
C&G DEC CAPITAL, INC.
(A Development Stage Company)

 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
January 15, 1988 (Inception) to
December 31, 2007
(Continued)
<TABLE>
                                                                          Deficit
                                                                        Accumulated
                                                            Additional     During
                                           Common Stock       Paid-in   Development
                                         Shares    Amount     Capital       Stage      Total
                                         ------    ------     -------   -----------    -----

                                        <c>       <c>        <c>         <c>         <c>
Balance, December 31, 2006            2,506,300      251     $89,288       $(89,539)  $       -

Shares issued to Management
  directors at par, March 22, 2007    6,716,000      672           -              -         672

Shares issued to Management
   directors at par, April 11, 2007   1,500,000      150           -              -         150

Shares issued to director
  at par, June 14, 2007                  50,000        5           -              -           5

Shares issued to Management
  and directors at par,
  December 20, 2007                   1,500,000      150           -              -         150

Net loss for the year ended
  December 31, 2007                           -        -           -       (347,102)   (347,102)
                                     ----------   ------    --------       --------   ---------
Balance, December 31, 2007           12,272,300   $1,228    $105,638      $(436,641)  $(329,775)


























































































































                                 =========   =====    =======     ========   =========
</TABLE>
See accompanying notes to financial statements.



<PAGE>25
C&G DEC CAPITAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

NOTE A- NATURE OF BUSINESS:
---------------------------
C&G DEC Capital, Inc., the "Company", is a Florida corporation which
became public when it's Registration Statement under the Securities Act
of 1933 filed with the Securities and Exchange Commission became
effective on July 20, 1990 and closed on December 31, 1990.

The company was engaged in the publication of a local newspaper
business.  In 1991, the company ceased doing business and has not
engaged in any enterprises since that time.  The company ceased
operations and has not functioned since the later part of 1991. The
company has remained as a nonfunctioning non-trading public shell
corporation with no assets to date.

NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
---------------------------------------------------

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and related notes.  Actual results
could differ from those estimates.

Basis of Presentation

These financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of
America applicable for a Developmental Stage Company, as defined in
Statements of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises", and are
expressed in U.S. dollars.

Income Taxes

The Company accounts for income taxes using the asset and liability
method, which requires the determination of deferred tax assets and
liabilities based on the differences between the financial and tax
bases of assets and liabilities using enacted tax rates in effect for
the year in which differences are expected to reverse.  Deferred tax
assets are adjusted by a valuation allowance, if, based on the weight
of available evidence, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  A full valuation
allowance has been established by the Company on its loss carryforwards
which came about prior to the Company ceasing operations in 1991.



<PAGE>26

C&G DEC CAPITAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Earnings Per Share

The Company computes per share amounts in accordance with SFAS No. 128,
"Earnings per Share".  SFAS No. 128 requires presentation of basic and
diluted EPS.  Basic EPS is computed by dividing the income (loss)
available to common stockholders by the weighted-average number of
common shares outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock and common stock
equivalents outstanding during the period.  There were no common stock
equivalents outstanding at December 31, 2007 or 2006.

Stock based compensation

On January 1, 2006, the Company adopted the provisions of FAS No. 123R
"Share-Based Payment" ("FAS 123R") which requires recognition of stock-
based compensation expense for all share-based payments based on fair
value.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN
48").  FIN 48 defines the threshold for recognizing the benefits of tax
return positions in the financial statements as "more-likely-than-not"
to be sustained by the taxing authority.  Recently issued literature
also provides guidance on the derecognition, measurement and
classification of income tax uncertainties, along with any related
interest and penalties.  FIN 48 also includes guidance concerning
accounting for income tax uncertainties in interim periods and
increases the level of disclosures associated with any recorded income
tax uncertainties.  FIN 48 is effective for fiscal years beginning
after December 15, 2006.  The Company adopted the provisions of FIN 48
on January 1, 2007.  Adoption of the provisions of FIN 48 did not have
a material effect on the Company's financial position, results of
operations and liquidity.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities ("SFAS 159").  SFAS 159
allows entities to measure at fair value many financial instruments and
certain other assets and liabilities that are not otherwise required to
be measured at fair value. SFAS 159 is effective for fiscal years
beginning after November 15, 2007.  The Company is currently evaluating
the potential impact, if any, that the adoption of SFAS No. 157 will
have on its consolidated financial statements.


<PAGE>27

In December 2007, the FASB issued SFAS No. 141R, Business Combinations.
This standard establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-
controlling interest in the acquiree and the goodwill acquired.  This
statement also establishes disclosure requirements which will enable
users to evaluate the nature and financial effects of the business
combination.  SFAS No.141R is effective for us for acquisitions made
after November 30, 2009.  The Company is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 141R will have
on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements.  This standard outlines
the accounting and reporting for ownership interest in a subsidiary
held by parties other than the parent.  SFAS No. 160 is effective for
our first quarter of 2010.  The Company is currently evaluating the
potential impact, if any, that the adoption of SFAS No. 160 will have
on its consolidated financial statements.




<PAGE>28

C&G DEC CAPITAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

NOTE C- GOING CONCERN:
----------------------

As indicated in the accompanying financial statements, the Company
incurred net losses of $436,641 for the period January 15, 1988
(Inception) to December 31, 2007 and is considered a company in the
development stage.  The Company is seeking to merge with a private
operating company and then will attempt to raise additional capital for
investment and working capital purposes.  There is no assurance that
the Company will find a successful merger candidate nor is there any
assurance that if a merger is successful that the Company will be able
to raise adequate additional capital in the equity markets.  These
matters raise substantial doubt about the Company's ability to continue
as a going concern.  However, the accompanying financial statements
have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business.  These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.

NOTE D- STOCKHOLDERS' EQUITY (DEFICIT):
---------------------------------------
The Company completed a public offering on November 26, 1990.

On July 9, 2000, the Company issued 2,000,000 shares of its common
stock for services rendered by various individuals at par.  The shares
were valued at par as the Company had no operations and had nominal
value.

On March 22, 2007, the Company approved and issued 6,716,000 shares of
stock to officers and directors or their assigns for a par value of
$0.0001.

On April 1, 2007, the Company entered into employment agreements with
two individuals to serve as its Chairman/Chief Executive Officer and
its President/Chief Operating Officer.  The terms of these agreements
are for three years and are automatically renewable for two additional
three year periods.  The employment agreements call for base salaries
of $180,000 each and bonuses of 3% of operating cash flow.  The Board
of Directors may increase the base salary each year.  The Company will
also reimburse each individual up to $2,000 in reasonable and necessary
business expenses each month.  Each individual is also entitled to
vacation and sick days, which may be carried forward from year to year
but will not be paid if unused.



<PAGE>29
C&G DEC CAPITAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007


NOTE D- STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED):

On April 11, 2007, the Company approved and issued 1,500,000 shares of
stock to officers and directors or their assigns for par value or
$0.0001.  Additionally, the Company approved and issued 50,000 shares
to a director for par value or $0.0001.

On December 20, 2007, the Company approved the issuance of 1,500,000
shares of stock for par value to officers and directors in light of
fact they had not been paid for services performed.  The shares were
valued at par value of $0.0001 or $150.00.


NOTE E - COMMITMENTS AND CONTIGENCIES
-------------------------------------

On March 17, 2007, the Company entered a one year lease with monthly
rental payments of $1,200.  Lease payments of $11,400 have been made by
an officer of the Company on the Company's behalf.  The obligation to
the officer have been included in accrued expenses.  The future minimum
lease commitment is $3,000 which expires in 2008.

In relation to employment agreements, the following are the future
commitments:

Year               Amount
2008            $ 360,000
2009              360,000
2010               90,000
                ---------
                $ 810,000
















NOTE F - INCOME TAXES
---------------------

The Company follows Financial Accounting Statement No. 109 (SFAS No.
109).  Under this method, the Company recognizes a deferred tax
liability or asset for temporary differences between the tax basis of
an asset or liability and the related amount reported on the financial
statements.  The principal types of differences, which are measured at
the current tax rates, are net operating loss carry forwards. At
December 31, 2007, these differences resulted in a deferred tax asset
of approximately $83,000.  SFAS No. 109 requires the establishment of a
valuation allowance to reflect the likelihood of realization of
deferred tax assets.  Since realization is not assured, the Company has
recorded a valuation allowance for the entire deferred tax asset, and
the accompanying financial statements do not reflect any net asset for
deferred taxes at December 31, 2007.

<PAGE>30

The Company's net operating loss carry forwards amounted to
approximately $347,000 at December 31, 2007 and will expire between
2015 and 2022.

Do the employment contracts need to be mentioned here?
The Company has cash and operating cash flows
Employment agreements with Rick and Ed exist
I believe shares have been issued to various Board members
There are 5 board members