10SB12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of The Securities Exchange Act of 1934

CAVICO CORP.

(Name of Small Business Issuer in its charter)

Delaware	20-4863704
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17011 Beach Blvd., Suite 1230, Huntington Beach, California	92647
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number: 714-843-5456

Copies to:

Gregory Sichenzia, Esq.

Louis A. Brilleman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700

Fax: (212) 930-9725

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
___________________________	__________________________
___________________________	__________________________

Securities to be registered under Section 12(g) of the Act:

Common Stock

(Title of class)

TABLE OF CONTENTS

	Page
PART I
Item 1. Description of Business		3
Item 2. Management's Discussion and Analysis of Plan of Operation		17
Item 3. Description of Property		23
Item 4. Security Ownership of Certain Beneficial Owners and Management		25
Item 5. Directors and Executive Officers, Promoters and Control Persons		27
Item 6. Executive Compensation		29
Item 7. Certain Relationships and Related Transactions.		30
Item 8. Description of Securities		30
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters		31
Item 2. Legal Proceedings.		31
Item 3. Changes in and Disagreement with Accountants.		31
Item 4. Recent Sales of Unregistered Securities		31
Item 5. Indemnification of Directors and Officers.		32
PART F/S
Financial Statements
PART III
Item 1. Index to Exhibits		34
Signatures		35

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FORWARD-LOOKING DISCLOSURE

From time to time, Cavico makes certain comments and disclosures in reports and statements, including in this Form 10 (“Form 10”), or statements made by its officers or directors that are not based on historical facts and which may be forward-looking in nature. Under the Private Securities Litigation Reform Act of 1995, a “safe harbor” may be provided to us for certain of these forward-looking statements. We wish to caution readers that forward-looking statements are subject to risks regarding future events and the future results of Cavico that are based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of Cavico’s management. Words such as “outlook,”  “believes,”  “expects,”  “appears,”  “may,”  “will,”  “should,”  “anticipates” or the negative thereof or comparable terminology, are intended to identify such forward-looking statements. In addition, other written or oral statements, which constitute forward-looking statements have been made and may in the future be made by or on behalf of Cavico. These forward-looking statements are estimates reflecting the best judgment of senior management that rely on a number of assumptions concerning future events, many of which are outside of our control, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those more specifically described in this Report under “Risk Factors.” Cavico undertakes no obligation to publicly revise or update any forward-looking statements for any reason. As a result, the reader is cautioned not to rely on these forward-looking statements, which speak only as of the date of this Form 10.

ITEM 1.DESCRIPTION OF BUSINESS

History

Cavico Corp. (the “Company,” “Cavico” or “we”) was incorporated in Delaware on September 13, 2004 under the name Laminaire Corp. On November 10, 2004, the name of the Company was changed to Agent 155 Media Group, Inc. On May 5, 2006, the Company’s name was changed to Cavico Corp.

On April 18, 2006, we entered into an asset purchase agreement with Cavico Vietnam Joint Stock Company, a corporation organized under the laws of Vietnam (“Cavico Vietnam”). Under the terms of the agreement, Cavico purchased all of the assets of Cavico Vietnam in consideration for the issuance of 79,000,000 shares of our common stock. Following the purchase of the assets, Cavico Vietnam continued to use the assets pending requisite approval of the transaction by a Vietnamese government agency. This approval was granted in January 2007. As a result of the approval, Cavico Vietnam changed its name to Cavico Vietnam Company Limited and the Company become the sole parent of Cavico Vietnam. At the same time, all assets previously purchased from Cavico Vietnam were transferred back to Cavico Vietnam.

We are the largest privately owned heavy civil construction contractor in Vietnam. We operate nationwide through our direct and indirect subsidiaries, serving almost exclusively public sector clients. We primarily concentrate on large infrastructure projects, including the construction of tunnels, roads, highways, bridges, mines and dams. In addition, we are currently making investments in hydropower and cement production plants and urban developments in Vietnam.

Business Strategy

Our fundamental objective is to increase long-term shareholder value by focusing on consistent profitability from controlled revenue growth. Shareholder value is measured by the appreciation of the value of our common stock over a period of years and, eventually, a return from dividends. We believe that the following are key factors in our ability to achieve this objective:

Position Our Business for Future Infrastructure Spending - As a result of strong economic expansion, there is a growing awareness of the need to build, reconstruct and repair Vietnam’s infrastructure, especially its network of roads to enable transportation as well as in the area of power supply. Significant funds have been authorized for investments in these areas. We will continue to build on our expertise in the civil construction market for transportation and water infrastructure, to develop new capabilities to service these markets and to maintain our human and capital resources to effectively meet required demand.

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Employee Development - We believe that our employees are key to the successful implementation of our business strategies. Significant resources are employed to attract, nurture and retain extraordinary talent and fully develop each employee’s capabilities.

Infrastructure Construction Focus - We concentrate our core competencies on this segment of the construction industry, which includes the building of tunnels, roads, highways, bridges and dams.

Continue Adding Construction Capabilities -. By adding capabilities that are complementary to our core construction competencies, we are able to improve gross margin opportunities, more effectively compete for contracts and compete for contracts that might not otherwise be available to us. We continue to investigate opportunities to integrate additional services and products into our business.

Operations

Tunnel Construction. We apply what we believe to be the latest tunnel engineering methods such as NATM [New Austria Tunnel Method], and TBM [Tunnel Boring Machine] for the construction of highways, hydropower plants and civil infrastructure. Cavico Vietnam has an extensive network of tunnels that are used for government hydropower plants like Dai Ninh, Buon Kuop, Ban Ve, Bac Binh, Dong Nai 4, Dong Nai 3, Nam Chien and Bao Loc. Cavico Vietnam is the first company to use TBM tunnel technology in Vietnam, in the Dai Ninh Hydropower plant construction.

Within the civil construction field, tunnel construction is one of the most complicated areas. It requires special technique to apply comprehensive methodology from the design stage to the time of delivery of the finished product. It involves experienced managers, engineers and other manpower together with synchronized equipment to carry out complicated subterranean construction projects (under mountain, river, even under the sea). There are few companies that have the requisite expertise to execute a tunnel construction project from beginning to end. As a result of “state of art” methods such as NATM, TBM, we believe that we have that expertise.

Tunnels are widely used in the construction of Hydro Power Plant (HPP) to collect and divert water resources to run turbines. They are also used in the construction of highways that cross through the mountain or under water. In addition, tunnels are used for underground mining, underground water supply, irrigation, agriculture and environmental purposes.

Most of our tunnel projects have been built in connection with the construction of hydro power plants. We anticipate seeing the strongest growth in that area since the Vietnamese government has committed to increase power supply to meet the demand for electricity to sustain the economic expansion that is currently underway in Vietnam. According to a directive by the Vietnamese Prime Minister issued on July 18, 2007, the government plans to implement a power development plan that at the most basic level anticipates annual growth of 17% until 2015 and the construction of 75 hydro power plants, some of which of which are scheduled to have a greater than 100 MW capacity .

Specifically, we expect to see strong growth in tunnel construction for roads and highways, especially in the large metropolitan areas of Hanoi, Hochiminh, Haiphong and Danang.

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Dam Construction - Cavico Vietnam’s experience in dam construction for hydropower plants is diverse, ranging from dams with earth and stones, to concrete dams with curvilinear surfaces. Cavico Vietnam has current dam construction projects for hydropower plants in Buon TuaSha, Ba Ha, Tuyen quang and Van Chan.

Mining - Cavico Vietnam utilizes modern equipment from companies such as Caterpillar, Volvo, Drilltech, Atlas, Copco and Tamrock for operations at the mines. Cavico Vietnam operates at Nui Beo coal (Quang Ninh) and VietMindocoal (Quang Ninh). Cavico Vietnam intends to mine in Australia and other countries.

Highways - Cavico Vietnam has designed and built a large variety of highways from small to large, and from simple to complex, both in urban centers and din rural setings. Cavico helps clients find innovative ways to finance, deliver and manage highways and has been involved in flagship design/build ("DB") and build-operate-transfer ("BOT") projects. Our highway projects include:

· Enhancement for national route 1A sponsored and financed in part by the Asian Development Bank and the World Bank;

· Ho Chi Minh route, contract packages for the following locations: Tan ky (Nghe an), Khe co (Ha Tinh), A Luoi (Hue), Phuoc son (Quang nam), Dac zon - Dackpet (Kontum);

· A number of roads in Sonla Province; and

· Roads in connection with the construction and operation of hydropower plants.

Urban Development - Cavico Vietnam provides one-stop shopping for residential and commercial buildings, from permitting to design, and from construction management to operations and maintenance. Cavico Vietnam can provide comprehensive services through the life of a project, working as a team member, acting as a program manager, or leading an entire building project. Cavico Vietnam is currently developing a 27 floor office building in Hanoi and developing a Chieng Ngan 400 hectare new urban area in Son La. The company is in the process of applying for an investment permit for Luong Son new tourism zone of 360 hectares in a master planning to upgrade Luong son town during next 10 years.

Subsidiaries

Our wholly-owned subsidiary, Cavico Vietnam, conducts its operations through subsidiaries. Some of these entities are wholly owned while others are partially owned by Cavico Vietnam. The following table sets forth for our principal operating subsidiaries that generate more than five percent of our revenues on a combined basis, a summary of their main activities, Cavico Vietnam’s percentage ownership and their revenues as a percentage of the combined company’s revenues for the year ended December 31, 2006.

Name	Principal Activity	Percentage Owned			Percentage of Revenues of Combined Company
Cavico Bridge and Underground construction JSC	Civil construction, specializing in tunnel and bridge construction, frequently in conjunction with hydro power construction projects		100%	(1)		44.3	%
Cavico Mining and Construction JSC	Mining construction and civil construction, especially in connection with mining and dam construction, equity investments in mines, power supply plants and land development projects. Cavico Mining is publicly traded on HCMC stock exchange.		50%	(2)		30.5	%
Cavico Transport JSC	Civil construction, with an emphasis on road construction.		100%	(3)		9.3	%
Cavico Power and Resource JSC	Civil construction, focus on power installation.		100%	(4)		8	%

(1) As a result of a restructuring, the percentage ownership has been reduced to 70.4% as of the date hereof.

(2) In accordance with rules promulgated by the Vietnam State Security Committee relating to ownership of Vietnamse entities, we have had to reduce the ownership in this entity to 48.32%.

(3) As a result of a restructuring, the percentage ownership has been reduced to 73.8% as of the date hereof.

(4) As a result of a restructuring, the percentage ownership has been reduced to 67.1% as of the date hereof.

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Investment

We may from time to time continue to act as a passive investor in projects that we develop and that are subsequently managed by unrelated parties. We may from to time also take a more active role in the management of certain projects. Projects that we have invested in include hydropower projects, cement plants and land development projects,

Customers

Our customers are found primarily in the public sector. Our largest customer is Electricity of Vietnam, a state owned utility.During the year ended December 31, 2006, contracts with this entity represented approximately 65% of our revenue.

Supplies

Most of our raw materials are purchased directly from manufacturers pursuant to simple purchase orders. We do not have long term contracts with any of our suppliers. All of the raw materials used in our construction projects are commodities that may be purchased from any source if any of our suppliers would cease to sell to us for any reason.

Backlog

Our backlog includes the total value of awarded contracts that have not been completed, including our proportionate share of unconsolidated joint venture contracts. Our backlog was approximately $340,000,000 at July 1, 2007. Approximately $35 million of this backlog is expected to be completed during 2007. We include a construction project in our backlog at such time as a contract is awarded and funding is in place. Substantially all of the contracts in our backlog may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past.

Marketing

We have an extensive network of contacts within various levels of the Vietnamese national and local governments and are not currently engaged in any significant marketing efforts. We usually manage to be granted contracts based on the quality of our construction projects.

Contract Provisions and Subcontracting

Our contracts with our customers include “fixed unit price” or “fixed price” and “adjustment contracts.” Under fixed unit price contracts which represent approximately 20% of our total contracts, we are committed to provide materials or services required by a project at fixed unit prices (for example, dollars per cubic yard of concrete poured or cubic yard of earth excavated). While the fixed unit price contract shifts the risk of estimating the quantity of units required for a particular project to the customer, any increase in our unit cost over the expected unit cost in the bid, whether due to inflation, inefficiency, faulty estimates or other factors, is borne by us unless otherwise provided in the contract. Fixed price contracts are priced on a lump-sum basis under which we bear the risk of performing all the work for the specified amount. Our contracts are generally obtained through competitive bidding in response to advertisements by local government agencies and private parties. Less frequently, contracts may be obtained through direct negotiations with private owners. Our contract risk mitigation process includes identifying risks and opportunities during the bidding process, review of bids fitting certain criteria by various levels of management and, in some cases, by the executive committee of our Board of Directors.

There are a number of factors that can create variability in contract performance and results as compared to a project’s original bid. The most significant of these include the completeness and accuracy of the original bid, costs associated with added scope changes, extended overhead due to owner and weather delays, subcontractor performance issues, changes in productivity expectations, site conditions that differ from those assumed in the original bid (to the extent contract remedies are unavailable), the availability and skill level of workers in the geographic location of the project and a change in the availability and proximity of equipment and materials. All of these factors can impose inefficiencies on contract performance, which can drive up costs and lower profits. Conversely, if any of these or other factors are more positive than the assumptions in our bid, project profitability can improve. The ability to realize improvements on project profitability is more limited than the risk of lower profitability. Design/build projects carry other risks such as the risk inherent in estimating quantities and prices before the project design is completed and design error risk, including additional construction costs due to any design errors, liability to the contract owner for the design of the project and right-of-way and permit acquisition costs. Although we manage this additional risk by adding contingencies to our bid amounts, obtaining errors and omissions insurance and obtaining indemnifications from our design consultants where possible, there is no guarantee that these risk management strategies will always be successful.

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For the last four years, as a leading company in Vietnamese hydro power (HP) construction, we have been granted preferred construction contracts by the Government. State agencies have been using adjustment contracts for most large HPs in the hope of expediting the completion of HP projects. Under adjustment contracts, completion of work certifications are based on actual work completion in accordance with site inspections performed by engineers. Payments are made based on the price of local construction labor and materials and adjusted for inflation. The Government periodically issues new rates and guidelines that apply to HP projects to cover additional work as well as additional cost incurred in connection with the projects to provide incentives to the contractors accelerate completion of HP projects. As a result, our risk of cost overruns is reduced. However, the procedures to get rate guidelines approved may take from three to six months. Therefore, we must carry large quantities of work in progress on our income statement.  

All government contracts and most of our other contracts provide for termination of the contract for the convenience of the contract owner, with provisions to pay us for work performed through the date of termination. We have not been materially adversely affected by these provisions in the past.  Many of our contracts contain provisions that require us to pay liquidated damages if specified completion schedule requirements are not met and these amounts can be significant.

We act as prime contractor on most of the construction projects we undertake. We accomplish the majority of our projects with our own resources and subcontract specialized activities such as electrical and mechanical work. As prime contractor, we are responsible for the performance of the entire contract, including subcontract work. Thus, we may be subject to increased costs associated with the failure of one or more subcontractors to perform as anticipated. We manage this risk by reviewing the size of the subcontract, the financial stability of the subcontractor and other factors and, based on this review, determine whether to require that the subcontractor furnish a bond or other type of security that guarantees their performance. As with all of our subcontractors, some may not be able to obtain surety bonds or other types of performance security.

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Equipment

The Company believes that it owns through its subsidiaries the largest private fleet of heavy construction equipment in Vietnam. The total value of all vehicles and pieces of machinery and equipment after depreciation at June 30, 2007, was $14,343,931 and included the following pieces:

Type	Units
Tunnel Drill Machines 1 boom to 3 booms; for Tunnel Diameter from 8m2 to 80m2		12
Tunnel Wheel Loaders capacity from 2m3 to 3m3		15
Tunnel Dump Trucks capacity from 20 tons to 30 tons		28
Bulldozers capacity from 130hp to 385 hp		13
Excavators and wheel loaders capacity from 0.7m3 to 10m3		36
Off-Highway Dump Trucks capacity over 50 tons ( 32 m3 )		24
Light and medium Dump Trucks Capacity up to 15 tons		35
Open cut Drilling Rigs Dia 89mm - 225mm		18
Electronic Construction Survey Sets/Stations		19
Concrete Batching Plants capacity from 60 to 120m3/hour		10
Aggregate Crushing Plants/Stations capacity from 60 to 180 tons/hour		09
Concrete Pumps capacity up to 100m3/hour		25
Crawer Cranes capacity up to 100 tons		11
Site service cars		39
Other construction machinery and Equipments ( Generator sets, Air compressors, Transformers, shotcretes, pumps, Graders, Road Rollers, lift cars, Concrete mixer Trucks, sliding forms, etc )		200
Total		494

We believe that ownership of equipment is generally preferable to leasing because ownership ensures the equipment is available as needed and normally results in lower equipment costs. We regularly lease or rent equipment on a short-term basis to supplement existing equipment and respond to construction activity peaks.

Competition

Factors influencing our competitiveness include price, reputation for quality, the availability of aggregate materials, machinery and equipment, financial strength, knowledge of local markets and conditions, and project management and estimating abilities. Although some of our competitors are larger than us and may possess greater resources, we believe that we compete favorably on the basis of the foregoing factors. Although the construction business is highly competitive, we believe we are well positioned to compete effectively in the markets in which we operate.

Currently, Cavico Vietnam has about a 30% market share of sub construction projects in Vietnam. We believe that we are the only company executing construction projects in Vietnam utilizing Tunnel Boring Machines. This technology is the most advanced engineering method of tunnel construction. It enables excavation and finishing of underground concrete structures in the most time efficient manner. This technique is also applied for long tunnels, weak ground conditions and complex geological conditions. For example, the traffic tunnel that connects England and France was constructed utilizing this method.

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Cavico's areas of competition include modern technology, advanced management, and professionally executed quality projects.

In Vietnam, we are aware of about five companies with expertise in our area of construction. Cavico and Song Da are the two largest companies in the area of hydropower construction. At the current time, we are the principal contractors for more than 60% of the total quantity of tunnel construction works and have backlog of up to approximately 70% of tunnel construction projects and 30-40% dam construction works. We have stakes in approximately 90% of hydropower construction projects, approximately 10% of long high way/road development projects and about 5% of open cut mining construction. We are expanding our construction activities to Laos, Algeria and are focusing increasingly on Australia. We are also diversifying our works in other construction and services fields such as steel fabrication and mechanical products/services exported to Australia and oversea. Within Vietnam, we believe we have a strong reputation, and the advantage of expertise in the construction of modern and complex projects.

During the past five years, we have acted as subcontractors for some of the largest Japanese construction company like Kumagai Gumi, Kajima, Maeda. This has resulted in additional involvement in large projects overseas.

Government Regulation

Our operations are subject to compliance with requirements of local Vietnamese government agencies and authorities, including regulations concerning workplace safety, labor relations and disadvantaged businesses. Additionally, all of our operations are subject to local laws and regulations relating to the environment, including those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste, the handling of underground storage tanks and the cleanup of properties affected by hazardous substances. Certain environmental and other laws impose substantial penalties for non-compliance. We continually evaluate whether we must take additional steps at our locations to ensure compliance with environmental and other laws.

While compliance with applicable regulatory requirements has not materially adversely affected our operations in the past, there can be no assurance that these requirements will not change and that compliance will not adversely affect our operations in the future. In addition, our operations require operating permits granted by governmental agencies. We believe that tighter regulations for the protection of the environment and other factors will make it increasingly difficult to obtain new permits and renewal of existing permits may be subject to more restrictive conditions than currently exist.

Environmental

The Company’s operations are subject to environmental regulation in Vietnam. Environmental legislation is still evolving in this jurisdiction and it is expected to evolve in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. If there are future changes in environmental regulation, they could impede our current and future business activities and negatively impact the profitability of operations.

Employees

The Company and its subsidiaries currently have approximately 3,000 employees (of which approximately 700 are engineers) located in Hanoi and throughout the country as well as a small number stationed in Australia. If and when the need arises, the Company intends to hire additional employees to meet the demand of a certain project.

The Company has always focused on building a dynamic and professional labor force by utilizing the following methods:

· Regular salary adjustments commensurate with cost of living and inflation trends in the Vietnamese labor market.

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· Payment of incentive and performance bonuses.

· Improvement of labor conditions for our workers.

· Continuous professional training.

· Building of a company culture through various activities, including company newsletters, and instill feelings of pride with the Company’s accomplishments.

Reports to Security Holders

The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report. Upon effectiveness of this Form 10, which will occur on the 60^th day following the initial filing thereof, the Company will become subject to the filing and reporting requirements of the Exchange Act. These requirements include the filing of annual reports that will include audited financial statements and quarterly reports as well as reports that will be filed upon the occurrence of certain significant events. It is also subject to the proxy rules under the Exchange Act and its insiders will have to file reports disclosing their beneficial ownership of the Company’s securities. It is estimated that the annual cost of compliance with the Exchange Act reporting requirements will be approximately $100,000.

The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. , Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Risk Factors

Risks Associated with Our Business

If we are unable to accurately estimate the overall risks or costs when we bid on a contract, we may achieve a lower than anticipated profit or incur a loss on the contract.

A substantial portion of our revenues and contract backlog are typically derived from fixed unit price contracts. Fixed unit price contracts require us to perform the contract for a fixed unit price irrespective of our actual costs. As a result, we realize a profit on these contracts only if we successfully estimate our costs and then successfully control actual costs and avoid cost overruns. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, then cost overruns may cause us to incur losses or cause the contract not to be as profitable as we expected. This, in turn, could negatively affect our cash flow, earnings and financial position.

The costs incurred and gross profit realized on those contracts can vary, sometimes substantially, from the original projections due to a variety of factors, including, but not limited to:

· on-site conditions that differ from those assumed in the original bid;

· delays caused by weather conditions;

· contract modifications creating unanticipated costs not covered by change orders;

· changes in availability, proximity and costs of materials, including steel, concrete, aggregate and other construction materials (such as stone, gravel and sand), as well as fuel and lubricants for our equipment;

· availability and skill level of workers in the geographic location of a project;

· our suppliers’ or subcontractors’ failure to perform;

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· fraud or theft committed by our employees;

· mechanical problems with our machinery or equipment;

· citations issued by a governmental authority;

· difficulties in obtaining required governmental permits or approvals;

· changes in applicable laws and regulations; and

· claims or demands from third parties alleging damages arising from our work or from the project of which our work is part.

Many of our contracts with public sector customers contain provisions that attempt to shift some or all of the above risks from the customer to us, even in cases where the customer is partly at fault. Our practice in many instances has been to supersede these terms with an agreement to obtain insurance covering both the customer and ourselves. In cases where insurance is not obtained, our experience has often been that public sector customers have been willing to negotiate equitable adjustments in the contract compensation or completion time provisions if unexpected circumstances arise. If we are unable to obtain insurance, and if public sector customers seek to impose contractual risk-shifting provisions more aggressively, we could face increased risks, which may adversely affect our cash flow, earnings and financial position.

Economic downturns or reductions in government funding of infrastructure projects, or the cancellation of significant contracts, could reduce our revenues and profits and have a material adverse effect on our results of operations.

Our business is highly dependent on the amount of infrastructure work funded by various governmental entities, which, in turn, depends on the overall condition of the economy, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal, state or local government spending levels. Decreases in government funding of infrastructure projects could decrease the number of civil construction contracts available and limit our ability to obtain new contracts, which could reduce our revenues and profits.

Contracts that we enter into with governmental entities may usually be canceled at any time by them with payment only for the work already completed. In addition, we could be prohibited from bidding on certain governmental contracts if we fail to maintain qualifications required by those entities. A sudden cancellation of a contract or our debarment from the bidding process could cause our equipment and work crews to remain idled for a significant period of time until other comparable work became available, which could have a material adverse effect on our business and results of operations.

Our operations are currently focused in Vietnam, and any adverse change to the economy or business environment in Vietnam could significantly affect our operations, which would lead to lower revenues and reduced profitability.

Our operations are currently concentrated in Vietnam. Because of this concentration in a specific geographic location, we are susceptible to fluctuations in our business caused by adverse economic or other conditions in this region, including natural or other disasters. A stagnant or depressed economy in Vietnam generally, or in any of the other markets that we serve, could adversely affect our business, results of operations and financial condition.

Our industry is highly competitive, with a variety of larger companies with greater resources competing with us, and our failure to compete effectively could reduce the number of new contracts awarded to us or adversely affect our margins on contracts awarded.

Most contracts on which we bid are awarded through a competitive bid process, with awards generally being made to the lowest bidder, but sometimes recognizing other factors, such as shorter contract schedules or prior experience with the customer. Within our markets, we compete with many national, regional and local construction firms. Some of these competitors have achieved greater market penetration than we have in the markets in which we compete, and some have greater financial and other resources than we have. In addition, there are a number of national companies in our industry that are larger than us that, if they so desired, could establish a presence in our markets and compete with us for contracts. As a result, we may need to accept lower contract margins in order to compete against these competitors. If we are unable to compete successfully in our markets, our relative market share and profits could be reduced.

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Our dependence on subcontractors and suppliers of materials, including petroleum-based products, could increase our costs and impair our ability to complete contracts on a timely basis or at all, which would adversely affect our profits and cash flow.

We rely on third-party subcontractors to perform some of the work on many of our contracts. We do not bid on contracts unless we have the necessary subcontractors committed for the anticipated scope of the contract and at prices that we have included in our bid. Therefore, to the extent that we cannot engage subcontractors, our ability to bid for contracts may be impaired. In addition, if a subcontractor is unable to deliver its services according to the negotiated terms for any reason, including the deterioration of its financial condition, we may suffer delays and be required to purchase the services from another source at a higher price. This may reduce the profit to be realized, or result in a loss, on a contract.

We also rely on third-party suppliers to provide all of the materials, including aggregates, concrete, steel and pipe, for our contracts. We do not own any quarries, and there are no naturally occurring sources of aggregate in the Vietnam. We do not bid on contracts unless we have commitments from suppliers for the materials required to complete the contract and at prices that we have included in our bid. Thus, to the extent that we cannot obtain commitments from our suppliers for materials, our ability to bid for contracts may be impaired. In addition, if a supplier is unable to deliver materials according to the negotiated terms of a supply agreement for any reason, including the deterioration of its financial condition, we may suffer delays and be required to purchase the materials from another source at a higher price. This may reduce the profit to be realized, or result in a loss, on a contract.

Diesel fuel and other petroleum-based products are utilized to operate the equipment used in our construction contracts. Decreased supplies of those products relative to demand and other factors can cause an increase in their cost.

Future increases in the costs of fuel and other petroleum-based products used in our business, particularly if a bid has been submitted for a contract and the costs of those products have been estimated at amounts less than the actual costs thereof, could result in a lower profit, or a loss, on a contract.

Our contracts may require us to perform extra or change order work, which can result in disputes and adversely affect our working capital, profits and cash flows.

Our contracts generally require us to perform extra or change order work as directed by the customer even if the customer has not agreed in advance on the scope or price of the extra work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original project plans and specifications or, if the customer agrees that the work performed qualifies as extra work, the price that the customer is willing to pay for the extra work. These disputes may not be settled to our satisfaction. Even when the customer agrees to pay for the extra work, we may be required to fund the cost of that work for a lengthy period of time until the change order is approved by the customer and we are paid by the customer.

To the extent that actual recoveries with respect to change orders or amounts subject to contract disputes or claims are less than the estimates used in our financial statements, the amount of any shortfall will reduce our future revenues and profits, and this could have a material adverse effect on our reported working capital and results of operations. In addition, any delay caused by the extra work may adversely impact the timely scheduling of other project work and our ability to meet specified contract milestones.

Our failure to meet schedule or performance requirements of our contracts could adversely affect us.

In most cases, our contracts require completion by a scheduled acceptance date. Failure to meet any such schedule could result in additional costs being incurred, penalties and liquidated damages being assessed against us, and these could exceed projected profit margins on the contract. Performance problems on existing and future contracts could cause actual results of operations to differ materially from those anticipated by us and could cause us to suffer damage to our reputation within the industry and among our customers.

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Timing of the award and performance of new contracts could have an adverse effect on our operating results and cash flow.

At any point in time, a substantial portion of our revenues may be derived from a limited number of large construction contracts. It is generally very difficult to predict whether and when new contracts will be offered for tender, as these contracts frequently involve a lengthy and complex design and bidding process, which is affected by a number of factors, such as market conditions, financing arrangements and governmental approvals. Because of these factors, our results of operations and cash flows may fluctuate from quarter to quarter and year to year, and the fluctuation may be substantial.

The uncertainty of the timing of contract awards may also present difficulties in matching the size of work crews with contract needs. In some cases, we may maintain and bear the cost of a ready work crew that is larger than currently required, in anticipation of future employee needs for existing contracts or expected future contracts. If a contract is delayed or an expected contract award is not received, we would incur costs that could have a material adverse effect on our anticipated profit.

In addition, the timing of the revenues, earnings and cash flows from our contracts can be delayed by a number of factors, including adverse weather conditions such as prolonged or intense periods of rain, storms or flooding, delays in receiving material and equipment from suppliers and changes in the scope of work to be performed. Those delays, if they occur, could have an adverse effect on our operating results for a particular period.

Our dependence on a limited number of customers could adversely affect our business and results of operations.

Due to the size and nature of our construction contracts, one or a few customers have in the past and may in the future represent a substantial portion of our consolidated revenues and gross profits in any one year or over a period of several consecutive years. Similarly, our contract backlog frequently reflects multiple contracts for individual customers; therefore, one customer may comprise a significant percentage of contract backlog at a certain point in time. For the year ended December 31, 2006, Electricity of Vietnam accounted for approximately 65% of our revenues. The loss of business from this entity or any one of those customers could have a material adverse effect on our business or results of operations. Because we do not maintain any reserves for payment defaults, a default or delay in payment on a significant scale could materially adversely affect our business, results of operations and financial condition.

We may incur higher costs to acquire and maintain equipment necessary for our operations, and the market value of our equipment may decline.

We have traditionally owned most of the construction equipment used to build our projects, and we do not bid on contracts for which we do not have, or cannot quickly procure (whether through acquisition or lease), the necessary equipment. To the extent that we are unable to buy construction equipment necessary for our needs, either due to a lack of available funding or equipment shortages in the marketplace, we may be forced to rent equipment on a short-term basis, which could increase the costs of completing contracts. In addition, our equipment requires continuous maintenance for which we maintain our own repair facilities. If we are unable to continue to maintain the equipment in our fleet, we may be forced to obtain third-party repair services, which could increase our costs.

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The market value of our equipment may unexpectedly decline at a faster rate than anticipated. Such a decline would reduce the borrowing base under our construction business credit facility, thereby reducing the amount of credit available to us and impeding our ability to expand our business consistent with historical levels.

Unanticipated adverse weather conditions may cause delays, which could slow completion of our contracts and negatively affect our revenues and cash flow.

Because most of our construction projects are built outdoors, work on our contracts is subject to unpredictable weather conditions. Lengthy periods of wet weather will generally interrupt construction, and this can lead to under-utilization of crews and equipment, resulting in less efficient rates of overhead recovery. While revenues can be recovered following a period of bad weather, it is generally impossible to recover the efficiencies, and hence, we may suffer reductions in the expected profit on contracts.

Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance.

Our workers are subject to the usual hazards associated with providing services on construction sites. Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage. We self-insure our workers’ compensation claims, subject to stop-loss insurance coverage. We also maintain insurance coverage in amounts and against the risks that we believe are consistent with industry practice, but this insurance may not be adequate to cover all losses or liabilities that we may incur in our operations.

Insurance liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these claims rather than to maintain or expand our operations. To the extent that we experience a material increase in the frequency or severity of accidents or workers’ compensation claims, or unfavorable developments on existing claims, our operating results and financial condition could be materially and adversely affected.

Environmental and other regulatory matters could adversely affect our ability to conduct our business and could require expenditures that could have a material adverse effect on our results of operations and financial condition.

Our operations are subject to various environmental laws and regulations relating to the management, disposal and remediation of hazardous substances and the emission and discharge of pollutants into the air and water. We could be held liable for the contamination created not only by our own activities but also by the historical activities of others on our project sites or on properties that we acquire. Our operations are also subject to laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous substances. Violations of those laws and regulations could subject us to substantial fines and penalties, cleanup costs, third-party property damage or personal injury claims. In addition, these laws and regulations have become, and are becoming, increasingly stringent. Moreover, we cannot predict the nature, scope or effect of legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted, with respect to products or activities to which they have not been previously applied. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies, could require us to make substantial expenditures for, among other things, pollution control systems and other equipment that we do not currently possess, or the acquisition or modification of permits applicable to our activities.

Risks Associated with Equity Ownership of our Securities and Our Capital Structure

Insiders have substantial control over the company, and they could delay or prevent a change in our corporate control, even if our other stockholders wanted such a change to occur.

Our executive officers, directors, and principal stockholders who hold 5% or more of the outstanding common stock and their affiliates beneficially owned as of October 15, 2007, in the aggregate, approximately 35,639,400 shares of our outstanding common stock. These stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.

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Our common stock does not have a vigorous trading market and you may not be able to sell your securities when desired.

We have a limited active public market for our common shares. We cannot assure you that a more active public market will ever develop, allowing you to sell large quantities of shares or all of your holdings. Consequently, you may not be able to liquidate your investment in the event of an emergency or for any other reason.

We have made forward looking statements that may not prove to be correct.

In our published materials we may make statements of historical fact that are deemed to be forward-looking statements as the term is defined by the Securities and Exchange Commission, which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.

Because of the number and range of the assumptions underlying the our forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of Cavico, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this memorandum.

These forward-looking statements are based on current expectations, and we will not update this information other than as required by law. Therefore, the actual experience of Cavico and results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected. Consequently, the inclusion of projections and other forward-looking statements should not be regarded as a representation by Cavico or any other person that we will realize these estimates and projections, and actual results may vary materially. We cannot assure you that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

We do not meet the requirements for our stock to be quoted on NASDAQ, the American Stock Exchange or any other senior exchange and even if our securities quoted on the OTC Bulletin Board, the tradability in our securities will be limited under the penny stock regulations.

The liquidity of our securities may be restricted even after they are included for quotation in the OTC Bulleting Board, should our securities fall within the definition of a penny stock.

Under the rules of the Securities and Exchange Commission, if the price of our securities on the OTC Bulletin Board is below $5.00 per share, our securities will come within the definition of a "penny stock." As a result, it is possible that our securities may become subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

*Make a suitability determination prior to selling penny stock to the purchaser;

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*Receive the purchaser's written consent to the transaction; and

*Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell our securities, and may affect the ability to resell our securities.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for us.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly-traded companies to obtain.

We do not have a written stock option plan in place, which may create potential conflicts of interest for our management and may dilute or diminish the value of our common stock.

The options to purchase common stock that are outstanding or that may be issued in the future are not and may not be issued in accordance with a comprehensive written option plan. Management presents proposed grants of stock options to our Board of Directors for approval, and the terms of the options we grant are contracted between each recipient and the Company on a case-by-case basis. Therefore, our board may issue options on terms and in amounts not yet determined. These circumstances may create a conflict of interest with respect stock option recipients serving on the board. Furthermore, if more stock options are granted, the eventual exercise of those options will dilute the holdings of the current stockholders, and significant sales of stock issued upon the exercise of options could have a negative effect on our stock price.

Should our securities become eligible for inclusion for quotation on the OTC Bulletin Board, and should we then fail to remain current in our reporting requirements, our securities could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities an the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as we hope to be, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock is traded on the "pink sheets" and could be subject to extreme volatility.

Our common stock is currently quoted on the "pink sheets," which is characterized by low trading volume. Because of this limited liquidity, stockholders may be unable to sell their shares. The trading price of our shares has from time to time fluctuated widely and may be subject to similar fluctuations in the future. The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this prospectus, as well as our operating results, financial condition, announcements of construction projects, general conditions in Vietnam, Southeast Asia, overall country-wide development, and other events or factors. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock.

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Item 2. Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Background

Cavico Corp. (the “Company,” “Cavico” or “we”) was incorporated in Delaware on September 13, 2004 under the name Laminaire Corp. On November 10, 2004, the name of the Company was changed to Agent 155 Media Group, Inc. On May 5, 2006, the Company’s name was changed to Cavico Corp.

On April 18, 2006, we entered into an asset purchase agreement with Cavico Vietnam Joint Stock Company, a corporation organized under the laws of Vietnam (“Cavico Vietnam”). Under the terms of the agreement, Cavico purchased all of the assets of Cavico Vietnam in consideration for the issuance of 79,000,000 shares of our common stock. Following the purchase of the assets, Cavico Vietnam continued to use the assets pending requisite approval of the transaction by a Vietnamese government agency. This approval was granted in January 2007. As a result of the approval, Cavico Vietnam changed its name to Cavico Vietnam Company Limited and the Company become the sole parent of Cavico Vietnam. At the same time, all assets previously purchased from Cavico Vietnam were transferred back to Cavico Vietnam.

The transaction was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of Cavico Vietnam obtained control of the consolidated entity. Accordingly, the merger of the two companies is recorded as a recapitalization of Agent 155 Media Group, Inc., with Cavico Vietnam being treated as the continuing entity. The historical financial statements to be presented are those of Cavico Vietnam.

Critical Accounting Policies

Principles of Consolidation

Our consolidated financial statements include the accounts of our direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets and the collectibility of accounts receivable.

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Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents.

Investment in Marketable Securities

Investments with original maturities of less than 90 days are considered cash equivalents, and all other investments are classified as short-term investments.

Inventories

Inventories are stated at the weighted-average method. Market value for raw materials is based on replacement cost and for work-in-process on net realizable value.

Accounts Receivable

We grant credit to customers within Vietnam and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries that we serve. Our main customers were project management units established by Electricity of Vietnam, which accounts for 99% of all accounts receivable. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts, which management believes are sufficient.

Property and Equipment

Property and equipment, including renewals and betterments, are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. We follow the practice of capitalizing property and equipment purchased over $600.The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets, which range from two to twenty five years.

Construction in Progress

Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2006, represents land costs, infrastructure and building expenditures.

Long-Lived Assets

Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long lived assets impairment is determined by management.

Fair Value of Financial Instruments

The carrying amount of cash, cash equivalents, investment securities, notes payable, accounts receivable, accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. The carrying amount of the notes payable and long-term debt are reasonable estimates of fair value as the loans bear interest based on market rates currently available for debt with similar terms.

Revenue Recognition

Revenue from product and services are recognized at the time goods are shipped or services are provided and accepted by the customer, with an appropriate provision for returns and allowances.

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We recognize engineering and construction contract revenues using the percentage-of-completion method, based primarily on contract costs incurred to date compared with total estimated contracted costs. Customer-furnished materials, labor, and equipment, and in certain cases subcontractor materials, labor, and equipment are included in revenues and cost of revenue when management believes that we are responsible for the ultimate acceptability of the project. Contracts are segmented between types of services such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered.

Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues are recognized in excess of amounts billed are classified as current assets under contract work-in-progress. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under advance billing on contracts.

Other Comprehensive Income

We have adopted Financial Accounting Standards Board Statement No. 130, “Reporting Comprehensive Income” (SFAS 130). SFAS 130 requires reporting and displaying comprehensive income and its components in a full set of general-purpose financial statement.

Foreign Currency Translation

We account for translation of foreign currency in accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation.”

Revenue

Results of Operations

Results of Operations for the year ended December 31, 2006 compared to the year ended December 31, 2005

We generated $24,079,427 in revenue during the year ended December 31, 2006 compared to $22,566,306 during the year ended December 31, 2005, mostly from construction and mining projects

Cost of production

The cost of production for the year ended December 31, 2006 was $21,553,726 compared to $18,607,920 for the year ended December 31, 2005. The increase is due to increase in production during the year.

Gross Profit

The gross profit for the year ended December 31, 2006 was $2,525,701 or 10.49% on sales compared to $3,958,386 or 17.54% for the year ended December 31, 2005. The decrease in profit is due to increase in cost of production.

Operating Expenses

The Company incurred total operating expenses of $2,884,428 for the year ended December 31, 2006, as compared to operating expenses $2,525,420 for the year ended December 31, 2005. The increase of $359,008 in operating expenses is due to increase in general and administration expenses.

The Company recognized an interest expense of $3,232,852 for the year ended December 31, 2006 compared to an interest expense of $3,905,555 for the year ended December 31, 2005. The decrease of $672,703 is due to a decrease of loans by the Company.

Net Profit

The Company recognized a net profit of $818,522 for the year ended December 31, 2006, compared to a net loss of $2,770,202 for the year ended December 31, 2005. The increase of $3,588,724 was due to the increase of $3,353,806 in financial activities income. The net profit per share for the year ended December 31, 2006 was $0.01 compared to $(0.09) for the year ended December 31, 2005.

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Results of Operations for the six-month period ended June 30, 2007 compared to the same period ended June 30, 2006

We generated $12,409,356 in revenue during the six months period ended June 30, 2007 compared to $11,396,122 during the six months period ended June 30, 2006, mostly from construction and mining projects

Cost of production

The cost of production for the six months period ended June 30, 2007 was $7,593,806 compared to $8,177,254 for the six months period ended June 30, 2006. The decrease of $583,448 is due to improve in efficiency during the first quarter.

Gross Profit

The gross profit for the six months period ended June 30, 2007 was $4,815,550 or 38.80% on sales compared to $3,218,868 or 28.24% for the six months period ended June 30, 2006. The increase in profit is due to improve in efficiency of production.

Operating Expenses

The Company incurred total operating expenses of $4,380,617 for the six months period ended June 30, 2007, as compared to operating expenses $2,736,322 for the six months period ended June 30, 2006. The increase of $1,644,295 in operating expenses is primarily a result of $337,500 in stock compensation expenses and $642,836 in depreciation. The operating expenses for the six months period ended June 30, 2007, primarily included $30,120 in professional fees, $337,500 in stock compensation and $1,874,779 in other general and administration expenses and $2,135,562 in depreciation , compared to operating expenses for the six period months ended June 30, 2006, which includes $1,243,596 for general and administration expenses and $1,492,726 in depreciation.

The Company recognized an interest expense of $2,514,283. for the six months period ended June 30, 2007 compared to an interest expense of $ 1,998,394 for the six months period ended June 30, 2006. The increase of $515,889 is due to an increase of loans raised by the Company.

Net Profit

The Company recognized a net profit of $702,158 for the six months period ended June 30, 2007, compared to a net profit of $1,285,800 for the six months period ended June 30, 2006. The decrease of $583,642 was due to the increase of $657,170 in income taxes, caused by the non-taxable financial income (share dividend) for the six months period ended June 30, 2006. The net profit per share for the six months period ended June 30, 2007 was $0.006 compared to $0.019 for the six months period ended June 30, 2006.

Results of Operations for the three-month period ended June 30, 2007 compared to the same period ended June 30, 2006

Revenue

We generated $7,602,125 in revenue during the three months period ended June 30, 2007 compared to $6,664,900 during the three months period ended June 30, 2006, mostly from construction and mining projects.

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Cost of production

The cost of production for the three months period ended June 30, 2007 was $5,072,831 compared to $4,701,238 for the three months period ended June 30, 2006. The increase is due to increase in production during the quarter.

Gross Profit

The gross profit for the three months period ended June 30, 2007 was $2,529,294 or 33.27% on sales compared to $1,963,662 or 29.46% for the three months period ended June 30, 2006. The increase in profit is due to due to improve in efficiency of production .

Operating Expenses

The Company incurred total operating expenses of $2,261,371 for the three months period ended June 30, 2007, as compared to operating expenses $1,539,046 for the three months period ended June 30, 2006. The increase of $722,325 in operating expenses is primarily a result of $368,323 in general and administration expenses and $351,346 in depreciation. The operating expenses for the three months period ended June 30, 2007, primarily included $30,120 in professional fees, $1,158,613 in general and administration expenses and $1,100,102 in depreciation compared to operating expenses for the three months period ended June 30, 2006, which primarily includes $790,290 in general and administration expenses and $748,756 in depreciation.

The Company recognized an interest expense of $1,613,993 for the three months period ended June 30, 2007 compared to an interest expense of $1,551,756 for the three months period ended June 30, 2006. The increase of $62,237 is due to an increase of loans raised by the Company.

Net Profit

The Company recognized a net profit of $191,538 for the three months period ended June 30, 2007, compared to a net profit of $1,684,940 for the three months period ended June 30, 2006. The decrease of $1,493,402 was due to the $1,205,553 decrease in financial activities income. The net profit per share for the three months period ended June 30, 2007 was $0.001 compared to $0.021 for the three months period ended June 30, 2006.

Liquidity and Capital Resources

As of June 30, 2007, the Company had $1,055,162 in cash, an inventory of $26,526,555 and net fixed assets of $21,850,550. The Company's total current liabilities were $55,048,332 as of June 30, 2007, which was represented mainly accounts payable, and accrued interest payable of $10,056,775, $15,505,388, advances from customers of $1,890,665 and short-term loans totaling $37,647,582 At June 30, 2007, the Company's current liabilities exceeded current assets by $12,113,034.

The Company used $8,672,429 in operating activities for the six months period ended June 30, 2007 compared to $3,301,682 during the six months period ended June 30, 2006.

The Company used cash of $6,229,878 in investing activities during the six months period ended June 30, 2007 in purchase of property and equipment. During the six months period ended June 30, 2006, the Company raised cash $820,739 from investing activities, such activities were investment in other entities.

During the six months ended June 30, 2007, the Company raised $15,528,644 under financing activities, which included the $26,198,196 in payments on the loans, $32,383,954 from loan proceeds. In addition, the Company sold shares of its common stock for $9,414,944 during the six months period ended June 30, 2007. During the six months period ended June 30, 2006, the Company received $1,947,614 from financing activities which includes $1,484,552 for sale of shares..

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The Company has an accumulated deficit at June 30, 2007, of $11,972,253. The Company does not have capital sufficient to meet its cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. Management will have to seek loans or equity placements to cover such cash needs and cover outstanding payables. Lack of existing capital may be a sufficient impediment to prevent us from accomplishing the goal of expanding operations. There is no assurance, however, that without funds we will ultimately be able to carry out our business. We will need to raise additional funds to expand our business activities in the future, and prepare a private offering memorandum to attempt to raise operating capital. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow us to cover our expenses as they may be incurred. Irrespective of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by issuances of stock in lieu of cash.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures

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Item 3. Description of Property

Cavico’s principal executive offices are located at 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647. These offices consist of approximately 200 square feet leased on a month to month basis for $2,000 per month. These offices are made available to Cavico under the terms of a Management Services Agreement dated May 15, 2006, with Providential Holdings, Inc. Other services provided by Providential under the terms of that agreement include secretarial and receptionist services, office and computer equipment, and bookkeeping for the company’s U.S. operations. The agreement has a terms of two years, that is automatically renewable for one-year periods, unless either party notifies the other of its desire to terminate the agreement at least 60 days prior to the end of the agreement, or any renewal thereo.

Cavico's subsidiary, Cavico Vietnam, maintains its corporate headquarters in Hanoi, Vietnam, where it leases approximately 6,458 square feet of office space, and in other cities and townships throughout the country, where additional operations are conducted, equipment is maintained and stored, and research and/or development is conducted. Combined monthly lease payments for these locations amount to approximately $23,754.

The main property of the Company located in Vietnam consists of a complex of heavy plants and equipments.

The Company owns 15,000 square feet of land in Hanoi. It intends to build an office building of 27 floors with a total of 280,000 square feet available to the Company and its subsidiaries. It also intends to rent some of the space to commercial tenants.

The Company has a long term land lease (70 years) in Son La consisting of an area of 160 hectares that will be made into a new urban area, including office buildings, commercial centers, super markets, condominiums and apartment buildings. Vietnam does not recognize land ownership. Rather, parcels of land are leased from and land use rights are granted by the Government.

The Company owns additional offices and dormitories totaling 121,922 square feet and workshops totaling 145,851 square feet at construction sites owned by the Company and its subsidiaries. These properties were built by the Company on sites recorded as Company property for use for a period of three to ten years depending on the life of the construction contracts/projects. Upon completion of the construction contracts, the Company may relinquish its right to the property or sell it to the project owner/local entities.

The following table contains a summary of the Company’s properties owned and leased on a long term basis by its subsidiaries in Vietnam in square feet.

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Name of company	Land Area Owned		Long-term Land Leased		Office Lease in Hanoi		Offices Built at Sites		Workshops Built at Sites		Location
Cavico Vietnam company limited						6,458						Song Da Building,Pham Hung, Tu Liem, Ha Noi
Cavico Mining Construction Joint Stock Company						2,153		27,448		65,122		CT5 Building, My Dinh, Ha Noi
Cavico Trade company limited						2,799						CT5 Building, My Dinh, Ha Noi
Cavico Vietnam Bridge & Underground Construction company limited						3,229		45,208		59,202		CT4 Building, My Dinh, Ha Noi
Cavico Vietnam Tower Joint Stock company				14,960								My Dinh Area,Tu Liem, Ha Noi
Chieng Ngan Urban Area		17,222,257										Chieng Ngan,Thi xa Son La, Son La
Cavico Energy Construction company						2,877		18,651		8,611		Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico Transportation company						2,879		7,885		4,306		Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico Infrastructure investment and construction company						3,132		8,708		4,306		Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico hydropower construction company						2,124		14,022		4,306		Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico construction machine company						1,812						Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico hightech company						2,879						Song Da Building,Pham Hung, My Dinh,Ha Noi
Cavico Power and Resource Company						2,842						Song Da Building,Pham Hung, My Dinh,Ha Noi
		17,222,257		14,960		33,184		121,922		145,851

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Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of Common Stock of the Company as of October 15, 2007 for the following: (i) each person or entity who is known to the Company to beneficially own more than 5% of the outstanding shares of the Company's Common Stock; (ii) each of the Company's Directors; (iii) the Company's Chief Executive Officer and each of the other executive officers; and (iv) all Directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined under rules of the Securities and Exchange Commission ("SEC"), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or dispositive power and also any shares that the individual has the right to acquire within sixty days of the Record Date through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and dispositive power (or shares such power) with respect to the shares shown as beneficially owned.

NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP			PERCENT OF CLASS (1)
Cavico Vietnam JSC 6th Floor Song Da Building Pham Hung Street My Dinh, Tu Liem, Ha Noi, Vietnam		14,000,000			10.7	%
Ha Quang Bui Group 10, Ward Tu Lien Tay Ho District, Ha Noi, Vietnam		24,885,800	(2)		19.0	%
Hung Manh Tran 14A Alley 123A, Thuy Khue Street Thuy Khue Ward, Tay Ho District Ha Noi, Vietnam		16,911,600	(3)		12.9	%
Hieu Van Phan No. 304, 24T2, Trung Hoa Nha Chinh Ward Cau Giay District Ha Noi, Vietnam		16,092,100	(4)		12.3	%
Hai Thanh Tran 34 Alley 178/1, Tay Son Square Trung Liet Ward, Dong Da District Ha Noi, Vietnam		16,398,900	(5)		12.4	%
Timothy Dac Pham 14721 Wilson Street Midway City, CA 92647		305,000	(6)		*
Giang Linh Bui No. 1103, 17T1, Trung Hoa Nha Chinh Ward Cau Giay District Ha Noi, Vietnam		16,503,600	(7)		12.4	%
Tuan Duong Hoang 26 Warwick St., Killara, NSW 2071,Australia		542,400			*
Thanh Binh Huynh 262 Beach Road Bay Farm Island, CA 94502		-0-			N/A
Madhava Rao Mankal 7476 Sungold Ave. Corona, California 92880		-0-			N/A
Chi Edwards 17011 Beach Boulevard, Suite 1230 Huntington Beach, Ca. 92647		-0-			N/A
All Officers and Directors as a group		35,639,400			26.8	%

*Less than one percent.

25

(1) Based upon 131,147,493 shares outstanding as of October 15, 2007.

(2) Includes 4,381,400 shares held by Mr. Bui’s wife. Also includes 14,000,000 shares held by Cavico Vietnam of which Mr. Bui is a director.

(3) Includes 252,000 shares held by Mr. Tran’s wife. Also includes 14,000,000 shares held by Cavico Vietnam of which Mr. Bui is a director.

(4) Includes 200,000 shares held by Mr. Phan’s wife. Also includes 14,000,000 shares held by Cavico Vietnam of which Mr. Phan is a director.

(5) Includes 367,300 shares held by Mr. Tran’s wife. Also includes 14,000,000 shares held by Cavico Vietnam of which Mr. Tran is a director.

(6) Shares held by Mr. Pham’s wife.

(7) Includes 350,000 shares held by Mr. Bui’s . Also includes 14,000,000 shares held by Cavico Vietnam of which Mr. Bui is a director.

26

Item 5.Directors and Executive Officers, Promoters and Control Persons

Directors and Executive Officers

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each.

Name	Age	Current Position/Office	Position Held Since
Ha Quang Bui	43	CEO/Chairman	April 28, 2006
Hung Manh Tran	44	Vice-President/Director	April 28, 2006
Hieu Van Phan	42	Vice-President/Director	April 28, 2006
Hai Thanh Tran	44	Vice-President/Director	April 28, 2006
Giang Linh Bui	35	Vice-President/Director	April 28, 2006
Madhava Rao Mankal	56	Director	October 2007
Tuang Duong Hoang	43	Director	May 2007
Thanh Binh Huynh	51	Director	May 2007
Timothy Pham	40	Executive Vice-President	April 28, 2006
Chi Edwards	43	Chief Financial Officer	May 27, 2007

Set forth below is a brief description of the background and business experience of each of our executive officer and directors for the past five years.

Ha Quang Bui. From March 2001 to May 2003, Ha Quang Bui served as Vice President of Lung Lo Construction Company. From May 2003 to present, Ha Quang Bui served as chairman of the board of directors of Cavico Vietnam and as chairman of the board of directors of Cavico Tower Company. He is a director of Energy Investment Company and a director of Mai Son Concrete Company. Mr. Bui became the Chief Executive Officer, Chief Financial officer and Chairman of the Board of Directors of Cavico Corp. on April 28, 2006. He currently is CEO and Chairman of Cavico Corporation. He graduated from the Military Technology Institute, Department of Defense, in 1986 with a degree in engineering.

Hung Manh Tran. From March 2001-March 2002, Hung Manh Tran served as president of an affiliate of Cavico Vietnam and as chief executive officer of Cavico Vietnam. Hung Manh Tran is currently a director and vice president of Cavico Vietnam, chairman of Cavico mining, chairman of VFMC, chairman of Luong son international tourism JSC, director of v-power, director of Cavico construction machinary, director of Cavico Australia, and became a Vice-President and Director of Cavico Corp. on April 28, 2006. Hung Manh Tran graduated from Hanoi University in 1986 with a degree in nuclear physic, partial study in the same University of law subject during 1992-1996. Mr. Tran also holds a degree jn international trade from Hanoi International Trade University in 1991.

Hieu Van Phan. From 2001 to July 2003, Hieu Van Phan served as president of Power Installation Company. From July 2003 to present, Hieu Van Phan has been vice president and a director of Cavico Vietnam, and became a Vice-President and Director of Cavico Corp. on April 28, 2006. Hieu Van Phan is currently COO of Cavico Vietnam, chairman of the board of directors of Cavico Power Installation Construction Co. and a Director of CAVICO Mining and Energy Construction Co.. Hieu Van Phan graduated from the Military Technology Institute, Department of Defense, in 1986 with a degree in engineering.

Hai Thanh Tran. From March 2001 to April 2002, Hai Thanh Tran worked as an assistant at the Planning Department of 25/3 Lung lo Construction Co - MOD. From April 2002 to July 2003, Hai Thanh Tran was president of Bridge and Underground Construction Cavico Company. From July 2003 to present, he has been a director and vice president of Cavico Vietnam, and on April 28, 2006, he became a Vice-President and Director of Cavico Corp and currently is CEO of Cavico Vietnam, chairman of the Board Director of CAVICO Hydropower Construction Co., He graduated from the Military Technology Institute, Department of Defense, in 1986 with a degree in engineering.

27

Giang Linh Bui. From March 2001 to November 2002, Giang Linh Bui worked in the Projected Technology Department at Lung lo Construction Company.Giang Linh Bui is currently a director of Nam Chien Hydropower Company, Director of CAVICO PHI Cement Construction Co., and chairman of the Board Director of CAVICO Infrastructure Construction Co, and became a Vice-President and Director of Cavico Corp. on April 28, 2006. Giang Linh Bui graduated from Hanoi University of Architecture in 1994 with a degree in architecture.

Tuang Duong Hoang. Mr Hoang has been Professor of Eduction at The University of New South Wales, UNSW, Sydney, NSW 2052, Australia, since 2003. Prior thereto, he was Professor of Education at the Toyota Technical Institute, Hiskata 2-12-2, Tenpaku, Nagoya, Japan. He holds a master degree and a Ph.D. from the University of Odessa in the Ukraine

Timothy Dac Pham. Timothy Pham has been involved in the financial industry since 1992 and has worked for several brokerage houses since 1996. Mr. Pham is currently an Executive Vice President of Cavico Corp working from its Huntington Beach, California office. Mr. Pham graduated in 1991 from the University of California at Berkeley with a degree in Business Administration in the fields of Finance and Marketing.

Thanh Binh Huynh. Mr. Huynh has been Vice President of the Tuan Chao Joint Stock Company since 2003. From 2001 to 2003 he was a consultant at Edwards, Wynn & Associates LLP. During that same period he was also Chairman and President of Raycorp.com LLC. Mr. Huynh holds business administration degrees from institutions of higher learning in Russia, China and the United States.

Chi Edward. Mr. Edwards has been our Chief Financial Officer since January 2007. He is also Managing Director of Tuan Chau Group, a Vietnamese based real estate development firm. From January 2005 until March 2007, Mr. Edwards was chief representative for SVLand Pte, Ltd. a Singapore based real estate consulting firm. Prior thereto, he had been Chief Financial Officer and Administrator at the law firm of Edwards, Wynn & Associates

Madhava Rao Mankal has been a director since October 2007. He has been Chief Financial Officer and Secretary and a Director of Medina International Holdings, Inc., a manufacturer of boats. since November 2004. Also, Mr. Mankal has been Chief Financial Officer, Secretary and Treasurer of Genesis Companies Group, Inc., Company formed to develope Laser stripping equipment. since March 2006. Mr. Mankal served as President of Force Protection Inc., manufacturer of mine detecting vehicles, from January 2002 to September 2003 and Chief Financial Officer from May 1999 until September 2003.  In addition, he served on the Board of Directors of that entity from December 2001 to September 30, 2004. He has over 28 years experience in finance and accounting and holds accounting certifications from India and the United States. He has Bachelor Degree in commerce from Bangalore University.

Employment Agreements

Each of our executives has entered into an employment agreement with us. Each agreement is on at will basis subject to termination upon 30 day notice. The executives are entitled to vacation and personal and sick days as well as standard health benefits and insurance available to all of our employees. Each agreement contains standard confidentiality provisions.

28

Compensation under the employment agreements for each is as follows:

Name	Current Position/Office		Annual Compensation
Ha Quang Bui		Chief Excutive Officer and Chairman	$	70,000
Hung Manh Tran		Vice-President/Director	$	55,777	*
Hieu Van Phan		Vice-President/Director	$	41,364	**
Hai Thanh Tran		Vice-President/Director	$	41,364	**
Giang Linh Bui		Vice-President/Director	$	41,364	**
Timothy Pham		Executive Vice-President	$	50,000
Chi Edwards		Chief Financial Officer	$	50,000

* $30,000 payable by Cavico Corp and $25,777 payable by Cavico Vietnam.

** Payable by Cavico Vietnam.

Committees of the Board

Our Board of Directors has established an Audit and Compensation Committee and a Nominating Committee, consisting of Messrs. Madhava Rao Mankal (chairman), Hung Manh Tran and Timothy Dac Pham The Compensation Committee consists of Messrs. Thanh Binh Huynh and Hieu Van Phan. The Nominating Committee consists of Messrs. Tuan Hoang (Chairman), Giang Linh Bui and Hai Thanh Tran.

The functions of the Audit and Compensation Committee are: (i) to recommend the engagement of the Company's independent auditors and review with them the plan, scope and results of their audit for each year; (ii) to consider and review other matters relating to the financial and accounting affairs of the Company; and (iii) to review and recommend to the Board of Directors all compensation packages, including the number and terms of stock options, offered to officers and executive employees of the Company.

Code of Ethics

We have adopted a "Code of Ethics for Directors, Officers and Employees", a code of ethics that applies to all employees, including our executive officers. A copy of our Code of Ethics for Directors, Officers and Employees will be filed with the Securities and Exchange Commission as Exhibit 14.1 to this Registration Statement.

Item 6. Executive Compensation

The following table sets forth compensation information for the Company’s Chief Executive Officer for the periods indicated. Under the rules of the Securities and Exchange Commission no other individual is required to be included in the table.

SUMMARY COMPENSATION TABLE*

Name and principal position (a)	Year (b)		Salary ($) (c)			Stock Awards ($) (d)			Total ($) (j)
Ha Quang Bui Chief Executive Officer		2006 2005		39,565	(1)		24,314	(1)		63,879	(1)

* In accordance with the rules of the Securities and Exchange Commission, this table omits columns that are not relevant.

(1) Mr. Bui did not join the Company until April 2006.

29

Item 7.Certain Relationships and Related Transactions

Not applicable.

Item 8.Description of Securities

Our authorized capital consists of 300,000,000 shares of common stock, $.001 par value per share, of which 131,147,493 shares were issued and outstanding as of October 15, 2007, and 100,000,000 shares of Class B Preferred Stock, none of which are outstanding.

The following description is a summary and is qualified in its entirety by our Certificate of Incorporation and By-laws as currently in effect.

Each holder of common stock is entitled to receive ratable dividends, if any, as may be declared by the Board of Directors out of funds legally available for the payment of dividends. As of the date of this prospectus, we have not paid any dividends on our common stock, and none are contemplated in the foreseeable future. We anticipate that all earnings that may be generated from our operations will be used to finance our growth.

Holders of common stock are entitled to one vote for each share held of record. There are no cumulative voting rights in the election of directors. Thus the holders of more than 50% of the outstanding shares of common stock can elect all of our directors if they choose to do so.

The holders of our common stock have no preemptive, subscription, conversion or redemption rights. Upon our liquidation, dissolution or winding-up, the holders of our common stock are entitled to receive our assets pro rata.

Transfer Agent.

First American Stock Transfer, Inc. acts as transfer agent for the Company’s common stock.

30

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

Market Information

There is currently no trading market for our common stock. We intend to take the necessary steps to have or common stock included for quotation on the OTC Bulletin Board. However, there can be assurance that our stock will be accepted for quotation.

Number of Stockholders

As of October 15, 2007, there were approximately 966 holders of record of our common stock.

Dividend Policy

Holders of the Company's Common Stock are entitled to receive dividends if and when declared by the Company’s Board of Directors out of funds legally available for distribution. Any such dividends may be paid in cash, property or shares of the Company’s common stock.

The Company has not paid any dividends since its inception, and it is not likely that any dividends on its Common Stock will be declared in the foreseeable future. Any dividends will be subject to the discretion of the Company's Board of Directors, and will depend upon, among other things, the operating and financial condition of the Company, its capital requirements and general business conditions.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently have any equity compensation plans authorized.

Item 2.Legal Proceedings

From time to time the Company may become subject to litigation incidental to its business. Such claims, if successful, could exceed applicable insurance coverage. The Company is not currently a party to any material legal proceedings.

Item 3.Changes in and Disagreements with Accountants

None.

Item 4.Recent Sales of Unregistered Securities

On May 11, 2006, the Company effectuated a 300 for one reverse stock split.

On April 18, 2006, the company entered into an agreement with Cavico Vietnam, a joint stock company duly organized and existing under the laws of the Socialist Republic of Vietnam, whereby the company agreed to acquire certain assets in exchange for issuance of its common shares. Thereafter, on May 18, 2006, the company issued 79,000,000 shares of its common stock to Cavico Corporation (Vietnam), of which 60,062,200 were for onward distribution to Cavico Corporation's shareholders in exchange for their then-existing share holdings of Cavico Corporation (Vietnam). On that same date, an additional 4,937,800 of those shares were agreed to be distributed to certain key employees and officers of Cavico Vietnam for their services and contributions. These shares were issued in reliance upon the exemption from registration provided by Regulation S. On that same date, and simultaneous to the Cavico Corporation issuance, the company also issued 6,010,000 shares of its common stock to Providential Capital, Inc. in accordance with a consulting agreement with that company. These shares were issued under the exemption from registration provided by Rule 4(2).

31

On May 18, 2006, the Company issued 7,000,000 shares of common stock to The Stone Financial Group for cash. These shares were valued at $70,000 and were issued to an accredited investor free from restrictive legend pursuant to Rule 504 under the Securities Act.

On May 18, 2006, the Company issued 850,000 shares of common stock to The Stone Financial Group for services rendered. These shares were valued at $8,500 and were issued to an accredited investor free from restrictive legend pursuant to Rule 504 under the Securities Act.

On September 15,, 2006, the company issued 2,000,000 shares of its restricted common stock to Providential Holdings, Inc. exchange for consultancy services , valued at $20,000. The shares were issued under the exemption from registration provided by Section 4(2) of the Securities Act.

On December 4, 2006, the Company issued to 250,000 shares of common stock to two individuals. at $0.20 per share. The shares were issued under the exemption from registration provided by Section 4(2) of the Securities Act.

Between January and April 2007, the company issued 32,635,,000 shares of its restricted common stock for $8,110,549 to staff and employees of Cavico Vietnam and some partners of Cavico Vietnam pursuant to exemptions from registration provided by Regulation S under the Securities Act. The company issued 1,000,000 common shares for services and 2,105,000 common shares for $969,000.

Item 5.Indemnification of Directors and Officers

Section 145 (“Section 145”) of the Delaware General Corporation Law, as amended (the “DGCL”), permits indemnification of directors, officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

The Company’s Certificate of Incorporation, as amended, provides that no current or former director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

32

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 Securities Act and will be governed by the final adjudication of such issue.

33

CAVICO CORP. AND SUBSIDIARIES

FINANCIAL STATEMENTS

December 31, 2006 and 2005

Contents

		Page
Report of Independent Registered Public Accounting Firm		F-1
Financial Statements:
	Consolidated Balance Sheet as of December 31, 2006 and 2005	F-2
	Consolidated Statements of Operations for Years Ended December 31, 2006 and 2005	F-3
	Consolidated Statements of changes in Shareholder’s Equity (Deficit) and other comprehensive income (loss) for the Years Ended December 31, 2006 and 2005	F-4
	Consolidated Statements of Cash Flows Years Ended December 31, 2006 and 2005	F-5
	Notes to Financial Statements	F-6- F-17

INDEX TO INTERIM CONSOLIDATED

FINANCIAL STATEMENTS

JUNE 30, 2007, AND 2006

(unaudited)

		Page
Financial Statements:
	Consolidated Balance Sheet as of June 30, 2007	F-18
	Consolidated Statements of Operations for the Three Months And Six Months Ended June 30, 2007, and 2006	F-19
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007, and 2006	F-20
	Notes to Financial Statements for the Six Months Ended June 30, 2007, and 2006	F-21- F-28

JASPERS + HALL, PC

CERTIFIED PUBLIC ACCOUNTANTS

9175 Kenyon Avenue, Suite 100

Denver, CO 80237

303-796-0099

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Cavico Corp. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Cavico Corp. and Subsidiaries (“the Company”) as of December 31, 2006 and 2005, and the related consolidated statements of operations, cash flows, and changes in stockholders’ equity and other comprehensive income (loss) for the years 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 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cavico Corp. and Subsidiaries at December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficit that raises substantial doubt about the Company’s ability to continue as a going concern. Management’ plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

July 20, 2007

F-1

CAVICO CORP. AND SUBSIDIARIES

Consolidated Balance Sheet

December 31, 2006 AND 2005

ASSETS	2006			2005
Current Assets:
Cash	$	716,901		$	991,335
Accounts receivable -trade- net		10,128,932			10,039,907
Inventory		18,132,997			12,714,532
Other current assets		908,251			907,942
Total Current Assets		29,887,081			24,653,716
Fixed Assets:
Construction in progress		2,021,172			1,082,948
Temporary housing assets		550,983			438,459
Machinery and equipment		13,848,607			14,419,909
Vehicles		8,677,747			3,752,287
Office equipment		490,054			375,705
Leasehold improvements		-			566,491
		25,588,563			20,635,799
Less accumulated depreciation		(8,580,393	)		(7,327,551	)
Net Fixed Assets		17,008,170			13,308,248
Investments: held for resale		4,979,977			2,213,471
Other Assets:
Prepaid expenses		893,751			122,670
Other receivables		4,772			49,689
Total Other Assets		898,523			172,359
TOTAL ASSETS	$	52,773,751		$	40,347,794
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable - trade	$	10,845,794		$	5,573,536
Accrued expenses		2,724,276			3,273,604
Advances from customers		1,130,357			894,954
Payable to employees		2,364,326			1,940,658
Short-term notes		30,298,858			26,404,436
Notes payable - current portion		3,926,719			7,951,164
Notes payable - related parties		1,749,756			696,293
Current portion of capital lease obligations		124,474			162,908
Current other liabilities		-			114,960
Total Current Liabilities		53,164,560			47,012,513
Long-Term Debt:
Long-term debt		7,622,741			3,880,311
Total Long-Term Debt		7,622,741			3,880,311
TOTAL LIABILITIES		60,787,301			50,892,824
Minority Interest in subsidiary		1,070,388			-
Shareholders' Deficit:
Preferred stock: $.001 par value - Class B,
100,000,000 authorized, none issued and outstanding		-			-
Common stock, no par value; 300,000,000 shares
authorized; 95,392,282, and 30,954,100
shares issued and outstanding, respectively		95,392			30,954
Shares committed to be issued		100,000			-
Additional paid-in capital		4,066,050			2,054,235
Subscription receivable		(15,000	)		-
Accumulated deficit		(12,674,411	)		(12,613,790	)
Other comprehensive income		(655,969	)		(16,429	)
Total Stockholders' Deficit		(9,083,938	)		(10,545,030	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	52,773,751		$	40,347,794
		-			-

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

F-2

CAVICO CORP. AND SUBSIDIARIES

Consolidated Statement of Operations

For the Years Ended December 31, 2006 and 2005

	2006			2005
Sales	$	24,079,427		$	22,566,306
		-			-
Net Sales		24,079,427			22,566,306
Cost of Goods Sold		21,553,726			18,607,920
Gross Profit		2,525,701			3,958,386
Costs and Expenses:
Selling expenses		24,357			4,321
Bad Debt Provision		-			201,174
General and administrative expenses		2,860,071			2,319,925
		2,884,428			2,525,420
Net Income(Loss) from operations		(358,727	)		1,432,966
Other Income(Expenses):
Other Income		1,434,853			2,932,684
Interest income		3,754,415			400,609
Other expenses		(521,158	)		(3,604,317	)
Interest expense		(3,232,852	)		(3,905,555	)
		1,435,258			(4,176,579	)
Income before income taxes and
minority interest		1,076,530			(2,743,613	)
Income taxes		(258,008	)		(26,589	)
Income before minority interest		818,522			(2,770,202	)
Minority interest in income of subsidiary		(100,967	)		-
Net Income(Loss)	$	717,555		$	(2,770,202	)
Per Share Information:
Weighted average number
of common shares outstanding		79,060,529			30,954,100
Net Income (Loss) per common share	$	0.01		$	(0.09	)

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

F-3

CAVICO CORP. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity

For the Years Ended December 31, 2006 and 2005

					Shares		Additional
	Common Stock				to be		Paid-in		Subscription			Accummulated			Comprehensive			Total
	Shares		Amount		Issued		Capital		Receivable			Deficit			Income			Equity
Balance, December 31, 2003		21,777,000	$	21,777	$	-	$	1,411,157	$	-		$	(4,787,891	)	$	-		$	(3,354,957	)
Foreign currency adjustment																(208,302	)
Capital contributions -		-		-		-		370,627		-			-			-			370,627
Net loss		-		-		-		-		-			(4,542,801	)		-			(4,542,801	)
Balance - December 31, 2004		21,777,000		21,777		-		1,781,784		-			(9,330,692	)		(208,302	)		(7,735,433	)
Foreign currency adjustment																(321,023	)		(321,023	)
Common shares issued for cash		9,177,100		9,177		-		272,451		-			-			-			281,628
Net (Loss)		-		-		-		-		-			(2,770,202	)		-			(2,770,202	)
Balance, December 31, 2005		30,954,100		30,954		-		2,054,235		-			(12,100,894	)		(529,325	)		(10,545,030	)
Dividends declared		23,201,118		28,740		-		1,262,331		-			(1,291,071	)		-			-
Stock issued for cash		5,906,982		368				367,898											368,266
Foreign currency adjustment																(126,645	)		(126,645	)
Reverse merger acquistion - Cavico Corp		282,282		282		-		18,656		-			-			-			18,938
Shares issued to management		14,000,000		14,000		-		126,000		-			-			-			140,000
Shares issued to officers		4,937,800		4,938		-		44,440		-			-			-			49,378
Stock issued for cash		7,000,000		7,000		-		63,000		-			-			-			70,000
Stock issued for consulting service		850,000		850		-		7,650		-			-			-			8,500
Stock issued for consulting service		6,010,000		6,010		-		54,090		-			-			-			60,100
Stock issued for services - PHI		2,000,000		2,000		-		18,000		-			-			-			20,000
Stock issued for cash		150,000		150		-		34,850		(15,000	)		-			-			20,000
Stock issued for cash		100,000		100		-		14,900		-			-			-			15,000
Stock to be issued		-		-		100,000		-		-			-			-			100,000
Net profit		-		-		-		-		-			717,555			-			717,555
Balance, December 31, 2006		95,392,282		95,392		100,000		4,066,050		(15,000	)		(12,674,410	)		(655,970	)		(9,083,938	)

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

F-4

CAVICO CORP. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

	Year Ended
	December 31,
	2006			2005
Cash Flows From Operating Activities:
Net Income (Loss)	$	717,555		$	(2,770,202	)
Adjustments to reconcile net Income (loss) to net cash
used in operating activities:
Depreciation and amortization		4,663,558			2,783,723
Bad debts - provisions		-			201,174
Gain(loss) on disposal of assets		(95,282	)		(769,847	)
Minority interests in net income		100,967			-
Stock issued for services		377,978			-
Changes in assets and liabilities:
Increase in accounts receivable		(89,025	)		(4,133,709	)
Increase in inventory		(5,418,465	)		(3,557,497	)
Increase in other current assets		(309	)		(398,370	)
Increase in other assets		(726,164	)		(63,572	)
Increase in accounts payables and accrued expenses		5,267,041			3,811,533
Total adjustments		(966,922	)		(2,126,565	)
Net Cash Used in Operating Activities		4,797,854			(4,896,767	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(6,209,451	)		(1,681,381	)
Increase of investments in other entities		(3,836,894	)		(351,938	)
Net Cash Used in Investing Activities		(10,046,345	)		(2,033,319	)
Cash Flow From Financing Activities:
Issuance of stock for cash, net of offering costs		-			281,628
Capital contributions		473,266			-
Proceeds from short and long-term notes		46,851,772			34,652,508
Principal payments of notes payable		(42,224,336	)		(27,164,593	)
Distribution to owners		0			(255,708	)
Net Cash Provided By Financing Activities		5,100,702			7,513,835
Increase (Decrease) in Cash		(147,789	)		583,749
Effect of foreign currency translation		(126,645	)		(321,023	)
Cash and Cash Equivalents - Beginning of period		991,335			728,609
Cash and Cash Equivalents - End of period	$	716,901		$	991,335
Supplemental Cash Flow Information:
Interest paid	$	4,983,149		$	3,189,368
Taxes paid	$	375,629		$	33,345

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

F-5

CAVICO CORP. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2006 and 2005

Notes 1- GENERAL

The Company

Cavico Corp and Subsidiaries, (aka -Agent 155 Media Group, Inc.) (the Company) was organized as a Delaware corporation on September 13, 2004, to engage in any lawful act or activity for which corporations may be organized. At the time of incorporation, the Company was named Laminaire Corp. and in December 2004 the name was changed to Agent 155 Media Group, Inc. In April 2006, the Company entered into an “Asset Purchase Agreement “ with Cavico Vietnam Joint Stock Company, a joint stock company duly organized and existing under the laws of Socialist Republic of Vietnam. Under this purchase agreement, Agent 155, the buyer, transferred 79,000,000 shares of the Company’s common shares for all assets and liabilities of Cavico Vietnam Joint Stock Company (“CVJSC”) following a 300-to-1 reverse stock split of Agent 155 common stock. On May 18, 2006, following the consummation of the Asset Purchase Agreement, the name of the Company was changed to Cavico Corp.

The merger of Agent 155 Media Group, Inc. with “CVJSC” was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of “CVJSC” obtained control of the consolidated entity (the "Company"). Accordingly, the merger of the two companies is recorded as a recapitalization of Agent 155 Media Group, Inc., with “CVJSC” being treated as the continuing entity. The historical financial statements to be presented are those of “CVJSC”.

Cavico Vietnam Joint Stock Company in Hanoi, Vietnam.Construction and Investment Vietnam Joint Stock Company’s main operations include the following: constructing power projects up to 35KV, shoveling mine soil and stone, constructing transport and irrigation works, industrial and civil construction, leasing machines and equipment, trading production and consumption materials, machines and equipment for construction, transport, irrigation, and power projects installation.

Going Concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. At December 31, 2006, the Company has an accumulated deficit of $12,674,411 and has a working capital deficit of approximately $23,277,479. The ability of the Company to operate as a going concern is dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) cut operating costs such that the Company can operate until such time that it resumes generating positive cash flow from operations.

Management is taking following steps to address this situation: (a) reducing operating costs, thus reducing the break even revenue level; (b) negotiating to replace the line of credits with an agreement more attractive terms and expand borrowing capacity; (c) raising equity capital on reasonable terms.

The future success of the Company is likely dependent on its ability to obtain additional capital to support growth and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute their business plans or generate positive operating results. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

F-6

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The consolidated financial statements include the accounts of the parent company and its subsidiaries: Cavico Bridge and Underground JSC, Cavico Mining and Construction, JSC, Cavico Trading Company, Ltd, Cavico Construction and Infrastructure Investment, Ltd, Cavico Power Installation and Company, Ltd, Cavico Transportation Construction, Ltd, and Cavico Hydropower Construction, Ltd. All significant intercompany accounts and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets and the collectibility of accounts receivable.

Cash and Cash Equivalents

The Company maintains the majority of its cash accounts at a commercial bank and cash on hand. The total cash balance is insured by the state bank of Vietnam. For purposes of the statement of cash flows, the Company considers all cash and highly liquid investments with initial maturities of three months or less to be cash equivalents.

Investment in Marketable Securities

Investments with original maturities of less than 90 days are considered cash equivalents, and all other investments are classified as short-term investments. Management determines the appropriate classification of investments at the time of purchase and reevaluates such designation as of each balance sheet date. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Available-for-sale investments are stated at fair value with net unrealized gains or losses reported in stockholders’ equity. Investments classified as held-to-maturity are carried at amortized cost in the absence of any other than temporary decline in value. Realized gains and losses, and declines in value judged to be other than temporary are included in interest income. The cost of securities sold is computed using the specific identification method.

Inventories

Inventories are stated at the weighted-average method. Market value for raw materials is based on replacement cost and for work-in-process on net realizable value.

F-7

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued

Accounts Receivable

The Company grants credit to customers within the Vietnam and does not require collateral. The Company’s ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by the Company. The Company’s main customers were project management units established by Electricity of Vietnam, which accounts for 99% of all accounts receivable.

Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts, which management believes are sufficient. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2006 and 2005, the Company had a reserve of $533,176 and $222,310 respectively.

Property and Equipment

Property and equipment, including renewals and betterments, are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The Company follows the practice of capitalizing property and equipment purchased over $600.The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets, which range from two to twenty five years, and are as follows:

Temporary housing assets	5 years
Machinery and Equipment	5 to 7 years
Vehicles	3 to 10 years
Office Equipment	3-8 years

Depreciation expense for the years ended December 31, 2006 and 2005 was $4,663,558 and $2,783,723 respectively.

Construction in Progress

Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2006 and 2005, represents land costs, infrastructure and building expenditures.

Long-Lived Assets

The Company’s management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long lived assets impairment is determined by management. At December 31, 2006 and 2005, the Company’s management believes there was no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

Fair Value of Financial Instruments

The carrying amount of cash, cash equivalents, investment securities, notes payable, accounts receivable, accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. The carrying amount of the notes payable and long-term debt are reasonable estimates of fair value as the loans bear interest based on market rates currently available for debt with similar terms.

F-8

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Continued

Concentration of Credit Risk

The Company invests its excess cash in government bonds and other highly liquid debt instrument of financial institutions and corporations with strong credit ratings. The Company has established guidelines relative to diversification and maturities to safely maintain an adequate level of liquidity.

Revenue Recognition

Revenue from product and services are recognized at the time goods are shipped or services are provided and accepted by the customer, with an appropriate provision for returns and allowances.

The Company recognizes engineering and construction contract revenues using the percentage-of-completion method, based primarily on contract costs incurred to date compared with total estimated contracted costs. Customer-furnished materials, labor, and equipment, and in certain cases subcontractor materials, labor, and equipment are included in revenues and cost of revenue when management believes that the Company is responsibility for the ultimate acceptability of the project. Contracts are segmented between types of services such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered.

Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues are recognized in excess of amounts billed are classified as current assets under contract work-in-progress. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under advance billing on contracts.

Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to construction contract costs and revenue.

Other Comprehensive Income

The Company has adopted Financial Accounting Standards Board Statement No. 130, “Reporting Comprehensive Income” (SFAS 130). SFAS 130 requires reporting and displaying comprehensive income and its components in a full set of general-purpose financial statement. The Company’s unrealized loss of $126,645 and $16,429 for the years ended December 31, 2006 and 2005 relates to the translation of financial statements from Vietnam Duong to US Dollars.

Foreign Currency Translation

The Company accounts for translation of foreign currency in accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation.”

Earning (Loss) Per Share of Common Stock

Net earning (loss) per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no common stock equivalents during 2006 and 2005.

F-9

NOTE 3- INVENTORY

Inventories at December 31, 2006 and 2005 by major classification, were comprised of the following:

	2006			2005
Material and supplies	$	2,186,829		$	2,545,538
Work in progress		17,760,182			11,983,008
Reserve		(1,814,014	)		(1,814,014	)
Inventory - net	$	18,132,997		$	12,714,532

NOTE 4- INVESTMENTS

The equity method of accounting is used when the company has a 20% to 50% interest in other entities. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities. Non-marketable investments in which the Company has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially recorded at cost and periodically reviewed for impairment.

The Company’s investments in companies that are accounted for on the cost method of accounting consist of the following:

	2006		2005
1. Tour Zones Investment and Construction JSC	$	46,758	$	56,942
2. Energy Development and Investment JSC		194,264		—
3. Energy Construction JSC		149,626		356,656
4. Mai Son Cement Joint Stock Company		56,110		—
5. Van Chan Hydropower Company		31,172		—
6. Ha Tay Investment and Development JSC		2,494		—
7. Businessman Culture Development JSC		12,469		—
8. Cavico Hitech		3,117		—
9. Cavico Tower		144,950		—
10. Underground Work Construction JSC		—		106,185
	$	640,960	$	519,783

Marketable Securities

Available-for-sale securities consisted of the following at December 31, 2006 and 2005:

	2006				2005
	Cost		Fair Value		Cost		Fair Value
Common Stock:
Habubank Bank Stock	$	1,951,761	$	1,951,761		1,332,286		1,332,286
Vinavico		635,697		1,046,424		62,990		62,990
Vietnam Power Development JSC		62,344		62,344		62,992		62,992
Vietnam Growth Investment Fund (VF2)		1,265,586		1,265,586
Prudential Life Insurance		7,634		7,634		8,459		8,459
An Binh Rural Commercial JSB		—		—		226,772		226,772
Government Bonds		5,268		5,268		189		189
Total Securities	$	3,928,290	$	4,339,017	$	1,693,688	$	1,693,688

The Company’s short-term investments comprise equity and debt securities, all of which are classified as available-for-sale securities and are carried at their fair market value based on quoted market prices of the securities at December 31, 2006 and 2005. Net realized and unrealized gains and losses on trading securities are included in net earnings. For purpose of determining realized gains and losses, the cost of securities sold is based on specific identification.

As at December 31, 2006 the Company held 2,303,750 shares of Habubank.

Investment income for the years ended December 31, 2006 and 2005 consists of the following:

	2006		2005
Gross realized gains from sale of trading securities	$	2,779,063		—
Dividend and interest income		975,352		301,250
Net unrealized holding gains		410,727		—
Net investment income	$	4,165,142	$	301,250

NOTE 5- CAPITAL LEASE OBLIGATIONS

The Company is a lessee of certain equipment under capital leases that expire on various dates through December 2010. Terms of the lease call for quarterly payments ranging from $1,385 to $25,079, at implicit rates of interest ranging from 10.2% to 12.6% per annum (the incremental borrowing rate). The assets and liabilities under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The assets are depreciated over their estimated useful lives.

Minimum future lease payments under current lease agreements at December 31, 2006 and 2005 are as follows:

	2006			2005
2006		—			187,272
2007	$	142,396			136,006
2008		33,255			25,255
2009		6,692			—
2010		2,360			—
Total minimum lease payments		184,703			348,533
Less amount representing interest		(18,521	)		(36,366	)
Present value of net minimum lease payments		166,182			312,167
Less current portion		(124,474	)		(162,909	)
Long-term portion	$	41,708		$	149,258

F-10

The following is an analysis of the equipment under capital leases as of December 31, 2006 and 2005, which is included in property and equipment:

	2006			2005
Equipment and vehicles	$	590,031		$	566,491
Less accumulated depreciation		(259,971	)		(181,499	)
Net	$	330,060		$	384,992

NOTE 6- COMMITMENTS AND CONTIGENCIES

Operating Rental Leases

The Company leases its office and warehouse facilities in Hanoi, Vietnam from various lessors under an month-to-month operating lease that requires minimum monthly payments of $25,440. The leases requires the Company to pay property taxes and maintenance, and expires in December 31, 2007; September 15, 2008; December 31, 2008; October 25, 2009. For the year ended December 31, 2006, building rent expense was $220,133.

Litigation

The Company may be involved from time to time in various claims, lawsuits, disputes with third parties, action involving allegations or discrimination or breach of contract actions incidental in the normal operations of the business. The Company is currently not involved in any such litigation which management believes could have a material adverse effect on its financial position.

NOTE 7- NOTES PAYABLE - SHORT-TERM

Notes Payable consisted of the following at December 31, 2006 and 2005:

	2006		2005
Demand note payable, secured by machinery and equipment, annual interest rank from 11.4% to 13.2%, due to Hanoi Building Commercial Joint Stock Bank (Habubank)	$	7,669,072	$	6,557,912
Note payable, secured by VF2 Fund Certificate, annual interest rank from 11.64% to 12.6%, due to Military Commercial Joint Stock Bank		1,496,259		268,409
Note payable, secured by machinery and equipment, annual interest at 10.8%, due to North Asia Commercial Joint Stock Bank - Nghe An Branch		60,200		60,826
Note payable, secured by machinery and equipment, annual interest at 13.2%, due to Tu Liem Branch - Agribank		2,268,453		2,519,576
Note payable, secured by machinery and equipment, annual interest at 12%, due to An Binh Rural Commercial Joint Stock Bank		87,282		566,929

F-11

Note payable, secured by machinery and equipment, annual interest rank from 11.4% to 12.6%, due to Agribank - Northern Hanoi Branch		4,473,165		908,207
Note payable, secured by machinery and equipment, annual interest at 12.36%, due to Agribank - Southern Hanoi Branch		1,207,926		933,018
Note payable, secured by machinery and equipment, annual interest rank from 11.4% to 12.4%, due to Agribank - Eastern Hanoi Branch		3,288,842		3,229,984
Note payable, secured by machinery and equipment, annual interest at 13.8%, due to BIVD - Thang Long Branch		100,143		235,846
Note payable, secured by machinery and equipment, annual interest at 13.2%, due to Saigon Commercial Joint Stock Company		356,040		181,378
Note payable, secured by machinery and equipment, annual interest at 13.2%, due to Son La - BIVD		461,347		503,937
Note payable, secured by machinery and equipment, annual interest rank from 12.36% to 13.2%, due to Hoang Mai - Agribank		2,176,936		2,919,480
Note payable, secured by machinery and equipment, annual interest at 0% due to Lung Lo Construction JSC		48,235		48,737
Note payable, secured by deed of trust, annual interest at 10.8%, due to Petroleum Financial Company		1,433,979		1,574,803
Note payable, secured by Habubank shares, annual interest at 12%, due to Ms Nguyen Thi Thuy An		1,898,940		1,888,839
Note payable, secured by deed of trust, annual interest at 0% interest, due to other individuals		3,272,039		4,006,555
Total Short-term Debt	$	30,298,858	$	26,404,436

F-12

NOTE 8 - LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2006 and 2005:

	2006		2005
Note payable, secured by machinery and equipment, annual interest rank from 10.2% to 12.6%, due to Habubank	$	410,755	$	1,045,285
Note payable, secured by deed of trust, annual interest rank from 12.4% to 13.2% due to East Hanoi - Agribank		1,406,943		1,766,920
Note payable, secured by deed of trust, annual interest rank from 10.2% to 14.16%, due to South Hanoi - Agribank		840,565		998,505
Note payable, secured by machinery and equipment, annual interest rank from 9.36% to 10.8% due to Tu Liem - Agribank		2,665,092		3,340,954
Note payable, secured by machinery and equipment, annual interest at 10.5%, due to Incombank - Yen Vien Branch		503,797		749,658
Note payable, secured by deed of trust, interest rank from 10.2% to 14.16%, due to North Hanoi - Agribank		1,438,670		680,024
Note payable, secured by machinery, equipment and deed of trust, annual interest at 13.8%, due to Hoang Mai - Agribank		2,587,031		900,688
Note payable, secured by deed of trust annual interest at 13.2%, due to Saigon Commercial JS Bank		832,504		—
Note payable, secured by deed of trust, annual interest at 14.4%, due to Son La - BIDV		148,691		149,259
Note payable, secured by deed of trust, annual interest at 5.4%, due to Son La Development Support Fund		287,799		18,898
Note payable, secured by deed of trust, annual interest at 10.8%, due to Petroleum Financial Company		315,354		364,151

Notes payable, secured by machinery and equipment, annual interest at 12%, due to individuals		24,954			54,724
Notes payable, secured by machinery and equipment, annual interest at 10.44%, Military Commercial Joint Stock Bank		22,444			1,462,425
Notes payable, secured by machinery and equipment, annual interest at 12%, North Asia Commercial Joint Stock bank		23,153			23,394
Notes payable, secured by machinery and equipment, annual interest at 12%, An Binh Rural Commercial Joint Stock Bank		—			12,220
Notes payable, secured by machinery and equipment, annual interest at 12%, Agribank - Hoang Mai Branch		—			96,850
Notes payable, secured by machinery and equipment, annual interest rank from 10% to 12.6%, under Finance Lease		41,708			178,898
		11,549,460			11,831,475
Less current portion of long term debt		(3,926,719	)		(7,951,164	)
Total Long-term Debt	$	7,622,741		$	3,880,311

F-13

Future maturities on long-term debt are as follows as of December 31, 2006:

2007	$	4,051,194
2008		4,464,067
2009		1,199,300
2010		824,720
2011		1,134,653
	$	11,673,934

NOTE 9 - RELATED PARTY TRANSACTIONS

Related party transactions consisted of the following at December 31, 2006 and 2005:

	2006		2005
Note payable, secured by deed of trust, annual interest at 0%, due on demand, to Mr. Bui Quang Ha	$	128,035	$	686,252
Note payable, secured by deed of trust, annual interest at 12.6%, due on demand, to Mrs. Pham Thi Ty		1,246,883		—
Note payable, secured by deed of trust, annual interest at 0%, due on demand, to Mr. Tran Manh Hung		337,818		10,041
Note payable, unsecured, annual interest at 8%, due on demand, to Providential Holdings		37,020		—
	$	1,749,756	$	696,293

F-14

NOTE 10- NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No 123(R)(revised 2004), Share-Based Payment” which amends FASB Statement No. 123 and will be effective for public companies for interim or annual periods after June 15, 2005. The new standard will require entities to expense employee stock options and other share-based payments. The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified prospective transition method or the modified retrospective transition method. The Company is evaluation how it will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will have on our financial position and results of operations.

In November 2004, the FASB issued SFAS No 151, Inventory Costs, an amendment of ARB No. 43, Chapter. This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling cost, and wasted material (spoilage). Paragraph 5 of ARB No. 43, Chapter 4, previously stated that “. under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges.” SFAS No. 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the prospectively and are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs incurred during fiscal years beginning after the date this Statement was issued. The adoption of SFAS No. 151 is not expected to have a material impact on the Company’s financial position and results of operations.

In December 2004, the FASB issued SFAS No.153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 is not expected to have a material impact on the Company’s financial position and results of operations.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have an material impact on its consolidated financial position or results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and error Corrections” (“SFAS 154”) which replaces Accounting Principles Board Opinions No. 20 “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28.” SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and a correction of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the company in the first quarter of 2007. The company is currently evaluating the effect that the adoption of SFAS 154 will have on its results of operations and financial condition but does not expect it to have a material impact.

F-15

In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6. Determining the Amortization Period for Leasehold Improvements, which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not expect the provisions of this consensus to have a material impact on the financial position, results of operations or cash flows.

SFAS 155 - ‘Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140’

This Statement, issued in February 2004, amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”

This Statement:

a. Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation

d. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives

e. Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of our first fiscal year that begins after September 15, 2004.

The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but it is not expected to have a material impact on our financial statements.

SFAS 156 - ‘Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140’

This Statement, issued in March 2004, amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.

F-16

2. Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3. Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.

4. At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

5. Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2004. The adoption of this statement is not expected to have a material impact on our financial statements.

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

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

F-17

CAVICO CORPORATION INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2007 and December 31, 2006
		June 30, 2007
		(Unaudited)
ASSETS
Current Assets:
Cash	$	1,055,162
Accounts receivable		13,601,134
Inventory		26,526,555
Other current assets		1,652,447
Short-term investments		100,000
Total Current Assets		42,935,298
Fixed Assets:
Construction in progress		3,523,311
Tents and temporary shelters		407,078
Machinery and equipment		17,301,798
Vehicles		10,954,975
Office equipment		571,945
Intangible fixed assets		82,345
		32,841,452
Less accumulated depreciation		(10,990,902	)
Net Fixed Assets		21,850,550
Investments:		6,104,480
Other Assets:
Prepaid expenses		1,278,741
Other receivables		9,829
Total Other Assets		1,288,570
TOTAL ASSETS	$	72,178,898

Current Liabilities:
Accounts payable - trade	$	5,677,395
Accrued expenses		3,376,166
Advances from customers		1,890,665
Payable to employees		2,072,447
Short-term notes		35,585,116
Notes payable - current portion		1,972,557
Notes payable - related parties		37,258
Current portion of capital lease obligations		52,651
Other payables		4,379,389
Other current liabilities		4,691
Total Current Liabilities		55,048,332
Long-Term Debt:
Capital lease obligations - long-term		41,473
Long-term debt		12,291,309
Total Long-Term Debt		12,332,782
Total Liabilities		67,381,114
Minority interest in subsidiary		3,856,891
Stockholders' Equity (Deficit):
Preferred stock: $.001 par value, Class B, 100,000,000 authorized, none issued and outstanding		-
Common stock, no par value; 300,000,000 shares authorized 131, 132, 282 shares issued and outstanding.		131,132
Additional paid-in capital		13,409,859
Subscription receivable		(15,000	)
Shares to be issued		100,000
Other comprehensive income		(712,845	)
Accumulated deficit		(11,972,253	)
Total Stockholders' Equity (Deficit)		940,893
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	72,178,898

See accompanying notes to the financial statements.

F-18

CAVICO CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

For the Three Months and Six Months Ended June 30, 2007 and 2006

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net Sales	$	7,602,125		$	6,664,900		$	12,409,356		$	11,396,122
Cost of Goods Sold		5,072,831			4,701,238			7,593,806			8,177,254
Gross Profit		2,529,294			1,963,662			4,815,550			3,218,868
Operating Expenses:
Selling expenses		2,656			-			2,656			-
Depreciation		1,100,102			748,756			2,135,562			1,492,726
General and administrative expenses		1,158,613			790,290			2,242,399			1,243,596
		2,261,371			1,539,046			4,380,617			2,736,322
Income from operations		267,923			424,616			434,933			482,546
Other Income(Expenses):
Other Income		405,578			74,034			406,057			503,866
Other expenses		(155,926	)		(620	)		(174,126	)		(417,190	)
Interest income		1,548,698			2,754,251			3,249,742			2,757,967
Interest expense		(1,613,993	)		(1,551,756	)		(2,514,283	)		(1,998,394	)
		184,357			1,275,909			967,390			846,249
Income before income taxes and
minority interest		452,280			1,700,525			1,402,323			1,328,795
Income taxes		(260,742	)		(15,585	)		(700,165	)		(42,995	)
Income before minority interest		191,538			1,684,940			702,158			1,285,800
Minority interest in income of subsidiary					-						-
Net Income	$	191,538		$	1,684,940		$	702,158		$	1,285,800
Per Share Information:
Weighted average number
of common shares outstanding		131,061,403			81,719,896			127,650,492			67,885,519
Net income per common share	$	0.001		$	0.021		$	0.006		$	0.019

See accompanying notes to the financial statements.

F-19

CAVICO CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2007 and 2006

(unaudited)

	2007			2006
Cash Flows from Operating Activities:
Net income	$	702,158		$	1,285,800
Adjustments to reconcile net to net cashused in operating activities:
Depreciation and amortization		3,512,737			1,492,726
Gain/(loss) from sales of fixed assets		39,918			(86,676	)
Gain from other investment activities		(3,249,742	)		(2,757,967	)
Minority interest		2,786,503			-
Stock issued for services		300,000			-
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable & other current assets		(4,316,398	)		(2,348,930	)
(Increase) decrease in inventory		(8,393,558	)		(3,050,579	)
(Increase) decrease in prepaid expenses		(390,047	)		(263,742	)
Increase in accounts payable		(315,890	)		2,578,484
(Decrease) Increase in accrued expenses		651,890			(150,797	)
Net Cash Used In Operating Activities		(8,672,429	)		(3,301,682	)
Cash Flows from Investing Activities
Purchase of property and equipment		(9,638,534	)		(1,361,725	)
Disposal of fixed assets		1,283,418			1,207,163
Increase in investment and joint ventures		2,125,239			975,301
Net Cash Provided (Used) by Investing Activities		(6,229,878	)		820,739
Cash Flows from Financing Activities
Principal payments on loans		(26,198,196	)		(18,618,368	)
Proceeds from notes and loans payable		32,383,954			19,161,486
Stock issued for cash		9,079,549			1,484,552
Principal payments on capital lease obligations		(72,058	)		(80,056	)
Net Cash Provided By Financing Activities		15,193,249			1,947,614
Net (Decrease) Increase in Cash and Cash Equivalents		290,942			(533,329	)
Cash and Cash Equivalents at Beginning of Period		716,901			991,335
Effects of fluctuations in foreign exchange rates		47,319			(5,095	)
Cash and Cash Equivalents at End of Period	$	1,055,162		$	452,911
Supplemental Information:
Interest paid	$	2,714,807		$	2,149,190
Income taxes paid	$	419,864		$	6,600

See accompanying notes to the financial statements.

F-20

CAVICO CORP. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2007

NOTE 1 - BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the period ended December 31, 2006 and notes thereto included in the Company's Form 10-KSB. The Company follows the same accounting policies in the preparation of consolidated interim reports.

Results of operations for the interim periods are not indicative of annual results.

The Company

Cavico Corp and Subsidiaries, (aka -Agent 155 Media Group, Inc.) (the Company) was organized as a Delaware corporation on September 13, 2004, to engage in any lawful act or activity for which corporations may be organized. At the time of incorporation, the Company was named Laminaire Corp. and in December 2004 the name was changed to Agent 155 Media Group, Inc. In April 2006, the Company entered into an “Asset Purchase Agreement “ with Cavico Vietnam Joint Stock Company, a joint stock company duly organized and existing under the laws of Socialist Republic of Vietnam. Under this purchase agreement, Agent 155, the buyer, transferred 79,000,000 shares of the Company’s common shares for all assets and liabilities of Cavico Vietnam Joint Stock Company (“CVJSC”) following a 300-to-1 reverse stock split of Agent 155 common stock. On May 18, 2006, following the consummation of the Asset Purchase Agreement, the name of the Company was changed to Cavico Corp.

The merger of Agent 155 Media Group, Inc. with “CVJSC” was accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of “CVJSC” obtained control of the consolidated entity (the "Company"). Accordingly, the merger of the two companies is recorded as a recapitalization of Agent 155 Media Group, Inc., with “CVJSC” being treated as the continuing entity. The historical financial statements to be presented are those of “CVJSC”.

Cavico Vietnam Joint Stock Company in Hanoi, Vietnam.Construction and Investment Vietnam Joint Stock Company’s main operations include the following: constructing power projects, shoveling mine soil and stone, constructing transport and irrigation works, industrial and civil construction, leasing machines and equipment, trading production and consumption materials, machines and equipment for construction, transport, irrigation, and power projects installation.

NOTE 2 - GOING CONCERN

The Company has an accumulated deficit as of June 30, 2007 of $11,972,253. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As of June 30, 2007, the current liabilities exceed the current assets by $12,113,034. As shown in the financial statements, the Company incurred a net profit of $702,158 for the six months then ended.

F-21

The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable at June 30, 2007 by major classifications, were comprised of the following:-

Receivable from customers - construction	$	7,269,727
Receivable from customers - mining and excavation		183,371
Receivable from customers - others		61,492
Prepayment to suppliers		1,517,227
Advances		2,564,288
Short-term deposits		369,488
Others		2,168,717
Provision for bad debts		(533,176	)
TOTAL	$	13,601,134

NOTE 4 - INVENTORY

Inventories at June 30, 2007 by major classifications, were comprised of the following:-

Goods in transit	$	181,810
Material and supplies		2,466,324
Tools, instruments		25,084
Work in progress - job cost		25,284,119
Merchandises		378,000
Goods on consignment		5,232
Reserve		(1,814,014	)
Inventory - net	$	26,526,555

NOTE 5 - OTHER CURRENT ASSETS

Other current assets at June 30, 2007 by major classifications, were comprised of the following:-

Prepaid loan interest	$	65,092
Tools and supplies		581,317
Other prepaid expenses		20,424
Deductible Value Added Tax		943,887
Others		41,727
TOTAL	$	1,652,447

F-22

NOTE 6 - CONSTRUCTION IN PROGRESS

Construction in progress were comprised of the following at June 30, 2007:

Purchase of fixed assets	$	683,351
Property development-Chieng Ngan Project		2,458,821
Repairing fixed assets		58,685
Leasehold land - Cavico Tower		319,361
Others		3,093
TOTAL	$	3,523,311

NOTE 7 - INVESTMENTS

The equity method of accounting is used when the company has a 20% to 50% interest in other entities. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities. Non-marketable investments in which the Company has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially recorded at cost and periodically reviewed for impairment.

The Company’s investments in companies that are accounted for on the cost method of accounting at June 30, 2007 consisted of the following:-

1. Agriculture Construction Corporation	$	61,992
2. Tour Zones Investment and Construction JSC		83,690
3. Cavico Energy Development and Investment JSC		250,891
4. Mai Son Cement Joint Stock Company		235,571
5. Van Chan Hydropower Company		30,996
6. Ha Tay Investment and Development JSC		8,679
7. Businessman Culture Development JSC		18,598
8. Cavico Hitech		65,072
9. Cavico Tower		468,963
10. Cavico Construction Machines JSC		40,295
11. VEC Tower JSC		129,564
12. Agribank Insurance		247,970
13. Vietnam Industry Investment and Construction JSC		61,992
14. Dong Duong Finance JSC		5,580
15. Cavico PHI JSC		77,491
16. Nam Viet Investment and Consultant JSC		92,989
TOTAL	$	1,880,333

NOTE 8 - MARKETABLE SECURITIES

Trading securities consisted of the following at June 30, 2007:-

			Fair
	Cost		Value
Common Stock:
Habubank Stock	$	1,848,042	$	1,848,042
Vinavico		632,110		1,042,837
Vietnam Power Development JSC		61,992		61,992
Vietnam Growth Investment Fund (VF2)		1,258,447		1,258,447
Prudential Life Insurance		7,591		7,591
Government Bonds		5,238		5,238
Total Trading Securities	$	3,813,420	$	4,224,147

F-23

The Company’s short-term investments comprise equity and debt securities, all of which are classified as trading securities and are carried at their fair market value based on quoted market prices of the securities at June 30, 2007. Net realized and unrealized gains and losses on trading securities are included in net earnings. For the purpose of determining realized gains and losses, the cost of securities sold is based on specific identification.

Investment income for the six-months ended June 30, 2007 consisted of the following:

Gross realized gains from sale of trading securities	$	2,676,849
Dividend, interest, and forex income		572,893
Net unrealized holdings gain		410,727
Net investment income	$	3,660,469

NOTE 9- CAPITAL LEASE OBLIGATIONS

The Company is a lessee of certain equipment under capital leases that expire on various dates through December 2010. Terms of the lease call for quarterly payments of $1,974 and $26,859, at implicit interest rates of 12% and 12.6% per annum (the incremental borrowing rate). The assets and liabilities under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The assets are depreciated over their estimated useful lives.

Minimum future lease payments under current lease agreements at June 30, 2007 are as follows:-

2007	$	57,666
2008		33,068
2009		6,655
2010		5,951
2011		-
Total minimum lease payments		103,340
Less: amount representing interest		(9,216	)
Present value of net minimum lease payments		94,124
Less: current portion		(52,651	)
Long-term portion	$	41,473

The following is an analysis of the equipment under capital leases as of June 30, 2007, which is included in property and equipment:-

Equipment and vehicles		506,068
Less accumulated depreciation		(255,169	)
Net	$	250,899

F-24

NOTE 10 - COMMITMENTS AND CONTIGENCIES

Operating Rental Leases

The Company leases its office and warehouse facilities in Hanoi, Vietnam from various lessors under a month-to-month operating lease that requires minimum monthly payments of $32,368. The leases requires the Company to pay property taxes and maintenance, and expires in December 31, 2007; September 15, 2008; December 31, 2008; October 25, 2009. For the half year ended 30 June 2007, building rent expense was $169,870.

Litigation

The Company may be involved from time to time in various claims, lawsuits, disputes with third parties, action involving allegations or discrimination or breach of contract actions incidental in the normal operations of the business. The Company is currently not involved in any such litigation which management believes could have a material adverse effect on its financial position

NOTE 11 - NOTES PAYABLE - SHORT-TERM

Notes payable consisted of the following at June 30, 2007:-

Demand note payable, secured by machinery and
equipment, annual interest rank from 11.4% to 13.2%, due to
Hanoi Building Commercial Joint Stock Bank (Habubank)	$	7,625,471
Note payable, secured by VF2 Fund Certificate,
annual interest rank from 11.64% to 12.6%,
due to Military Commercial Joint Stock Bank		313,248
Note payable, secured by machinery and
equipment, annual interest at 10.8%, due to
North Asia Commercial Joint Stock Bank - Nghe An Branch		1,239,850
Note payable, secured by machinery and
equipment, annual interest at 13.2%, due to
Tu Liem Branch - Agribank		2,183,350
Note payable, secured by machinery and
equipment, annual interest rank from 11.4% to 12.6%,
due to Agribank - North Hanoi Branch		7,607,563
Note payable, secured by machinery and
equipment, annual interest at 12.36%,
due to Agribank - South Hanoi Branch		1,153,050
Note payable, secured by machinery and
equipment, annual interest rank from 11.4% to 12.4%,
due to Agribank - East Hanoi Branch		3,731,369
Note payable, secured by machinery and
equipment, annual interest at 13.2%,
due to Son La - BIVD		468,167
Note payable, secured by machinery and
equipment, annual interest rank from 12.36% to 13.2%,
due to Hoang Mai - Agribank		1,906,779
Note payable, secured by machinery and
equipment, annual interest at 0%
due to Lung Lo Construction JSC		47,963
Note payable, secured by deed of trust,
annual interest at 10.8%,
due to Petroleum Financial Company		1,197,718
Note payable, secured by Habubank shares,
annual interest at 12%, due to Ms Nguyen Thi Thuy An		896,349
Note payable, secured by deed of trust,
annual interest at 12%, due to Cavico Tower		206,586
Note payable, secured deed of trust,
annual interest at 0%, due to Vinavico		86,789
Note payable, secured by deed of trust,
annual interest at 14.4%,
due to Phuong Dong Commercial Joint Stock Bank		1,549,811
Note payable, secured by deed of trust,
annual interest at 0%, due to other individuals		5,371,053
Total short-term debts	$	35,585,116

F-25

NOTE 12 -NOTES PAYABLE - RELATED PARTIES

Note payable, secured by deed of trust,
annual interest at 0%, due to Mr. Bui Quang Ha	$	3,309
Note payable, secured by deed of trust,
annual interest at 0%, due to Mr. Tran Manh Hung		5,455
Note payable, secured by deed of trust,
annual interest at 0%, due to Mr. Phan Hieu		5,455
Note payable, secured by deed of trust,
annual interest at 0%, due to Mr. Bui Giang		5,455
Note payable, secured by deed of trust,
annual interest at 0%, due to Mr. Tran Hai		17,584
Total notes payable - related parties	$	37,258

F-26

NOTE 13 - CURRENT PORTION OF LONG-TERM DEBTS

Current portion of long-term debt consisted of the following at June 30, 2007:-

Note payable, secured by machinery and
equipment annual interest rank from 12.4% to 13.2%,
due to East Hanoi - Agribank	$	470,523
Note payable, secured by machinery and
equipment, annual interest rank from 10.2% to 12.6%,
due to Habubank		97,514
Note payable, secured by deed of trust,
annual interest rank from 10.2% to 14.16%,
due to North Hanoi - Agribank		210,287
Note payable, secured by machinery and
equipment, annual interest at 10.5%,
due to Incombank - Yen Vien Branch		215,740
Note payable, secured by deed of trust,
annual interest at 14.16%,
due to South Hanoi - Agribank		184,305
Note payable, secured by machinery,
equipment and deed of trust,
annual interest at 13.2%, due to
Saigon Commercial Joint Stock Bank		485,452
Note payable, secured by deed of trust,
annual interest at 13.8%, due to
Agribank - Hoang Mai Branch		286,337
Note payable, secured by deed of trust,
annual interest at 10.8%, due to
Petroleum Financial Company		22,398
Notes payable, secured by machinery and
equipment, annual interest rank from 10% to 12.6%,
under Finance Lease		52,651
Total current portion of long-term debts	$	2,025,207

F-27

NOTE 14 - LONG-TERM DEBTS

Long-term debt consisted of the following at June 30, 2007:-

Note payable, secured by machinery and
equipment, annual interest rank from 10.2% to 12.6%,
due to Habubank	$	3,616,210
Note payable, secured by deed of trust,
annual interest rank from 12.4% to 13.2%
due to East Hanoi - Agribank		591,650
Note payable, secured by deed of trust,
annual interest rank from 10.2% to 14.16%,
due to South Hanoi - Agribank		667,730
Note payable, secured by machinery and
equipment, annual interest rank from 9.36% to 10.8%
due to Tu Liem - Agribank		1,881,932
Note payable, secured by machinery and
equipment, annual interest at 10.5%,
due to Incombank - Yen Vien Branch		179,090
Note payable, secured by deed of trust,
interest rank from 10.2% to 14.16%,
due to North Hanoi - Agribank		1,965,282
Note payable, secured by machinery,
equipment and deed of trust,
annual interest at 13.8%, due to
Hoang Mai - Agribank		2,122,175
Note payable, secured by deed of trust
annual interest at 13.2%, due to
Saigon Commercial JS Bank		238,879
Note payable, secured by deed of trust,
annual interest at 14.4%,
due to Son La - BIDV		116,484
Note payable, secured by deed of trust,
annual interest at 5.4%, due to
Son La Development Support Fund		286,176
Note payable, secured by deed of trust,
annual interest at 10.8%, due to
Petroleum Financial Company		223,983
Notes payable, secured by machinery
and equipment, annual interest at 12%,
due to individuals		401,717
Notes payable, secured by machinery
and equipment, annual interest rank from 10% to 12.6%,
under Finance Lease		41,474
Others		-
Total Long-term Debt	$	12,332,782

Future maturities on long-term debt at June 30, 2007 are as follows:-

2007	$	2,025,207
2008		6,627,414
2009		3,866,152
2010		1,103,007
2011		736,208
	$	14,357,988

NOTE 15 - CAPITAL STOCK TRANSACTIONS

During the six months ended June 30, 2007, the Company issued 32,635,000 common shares (Reg S) for shareholders in Vietnam ($0.2485 per share) and 1,000,000 common shares for services and 230,000 common shares for cash in United Sates of America ($0.300 per share) and 1,875,000 common shares for shareholders in the United States of America for cash ($0.480 per share).

F-28

PART III

Item 1. Index to Exhibits

2.1 Asset Purchase Agreement, dated April 18, 2006

3.1 Certificate of Incorporation

3.2 Amendment to the Certificate of Incorporation

3.2a  Amendment to Certificate of Incorporation

3.3 Bylaws

10.1 Employment Agreement dated May 21, 2007 between the Company and Chi Edward

10.2 Employment Agreement dated January 8, 2007 between the Company and Giang Linh Bui

10.3 Employment Agreement dated January 8, 2007 between the Company and Ha Quang Bui

10.4 Employment Agreement dated January 8, 2007 between the Company and Hai Thanh Tran

10.5 Employment Agreement dated January 8, 2007 between the Company and Hieu Van Phan

10.6 Employment Agreement dated January 8, 2007 between the Company and Hung Manh Tran

10.7 Employment Agreement dated April 28, 2007 between the Company and Timothy Phan

10.8 Management Service Agreement dated May 15, 2006 between Cavico Corp. and Providential Holdings, Inc.

14.1 Code of Ethics

34

SIGNATURES

Pursuant to the requirement of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

CAVICO CORP.

Date: October 22, 2007

By:  Ha Quang Bui

Ha Quang Bui, CEO

35

EX-2.1

EX-3.1

   v090497_ex3-1 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing
   

EX-3.2

   v090497_ex3-2 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing
   

EX-3.2A

EX-3.3

  
    
      Unassociated Document





  
    

EX-10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of May 21, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Chi Edward K ("Chi").

A. Cavico is engaged in the business of Construction.Chi will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Chi.

C. Chi is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Chi as a(n) Vice President.Chi shall provide to Cavico the services described on the attached Exhibit A, which is made a part of this Agreement by this reference. Chi accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel.Chi shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Chi from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Chi agrees to perform faithfully, industriously, and to the best of Chi's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Chi under this Agreement, Cavico will pay Chi an annual salary of $50,000.00 payable monthly on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Chi shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Chi has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Chi for "out-of-pocket" expenses incurred by Chi in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Chi shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Chi has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Chi recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Chi agrees that Chi will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Chi will protect the Information and treat it as strictly confidential. A violation by Chi of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Chi has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Chi from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Chi's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Chi was formerly employed by or connected with Cavico.

9. VACATION. Chi shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Chi, and must be approved by Cavico. Requests for vacation shall be submitted to Chi's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Chi shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Chi's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Chi in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Chi shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Chi's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Chi's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Chi in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Chi shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Chi shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Chi shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Chi's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Chi upon 30 days written notice. If Chi is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Chi only to the date of such termination. The compensation paid under this Agreement shall be Chi's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Chi becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Chi.

16. COMPLIANCE WITH EMPLOYER'S RULES. Chi agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Chi shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Chi's possession or under Chi's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Chi.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Ha Quang Bui

CEO & CChirman

17011 Beach Blvd, Suite 1230

Chitington Beach, California 92647

Employee:

Chi Edward K

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chirman

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Chi Edward K	Date:
Chi Edward K

5

EX-10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of January 08, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Giang Linh Bui ("Giang").

A. Cavico is engaged in the business of Construction. Giang will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Giang.

C. Giang is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Giang as a(n) Vice President. Mr Giang shall provide to Cavico the service as the direct manager in Cavico Viet Nam, which is a subsidiary of Cavico Corporation.. Giang accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel. Giang shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Giang from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Giang agrees to perform faithfully, industriously, and to the best of Giang's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Giang under this Agreement,Mr Giang will receive salary from Cavico Viet Nam and will be paid on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Giang shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Giang has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Giang for "out-of-pocket" expenses incurred by Giang in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Giang shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Giang has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Giang recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Giang agrees that Giang will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Giang will protect the Information and treat it as strictly confidential. A violation by Giang of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Giang has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Giang from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Giang's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Giang was formerly employed by or connected with Cavico.

9. VACATION. Giang shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Giang, and must be approved by Cavico. Requests for vacation shall be submitted to Giang's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Giang shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Giang's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Giang in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Giang shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Giang's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Giang's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Giang in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Giang shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Giang shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Giang shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Giang's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Giang upon 30 days written notice. If Giang is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Giang only to the date of such termination. The compensation paid under this Agreement shall be Giang's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Giang becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Giang.

16. COMPLIANCE WITH EMPLOYER'S RULES. Giang agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Giang shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Giang's possession or under Giang's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Giang.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Ha Quang Bui

CEO & Chairman

17011 Beach Blvd, Suite 1230

Hungtington Beach, California 92647

Employee:

Giang Linh Bui

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chirman

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Giang Linh Bui	Date:
Giang Linh Bui

5

EX-10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of January 08, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Ha Quang Bui ("Ha").

A. Cavico is engaged in the business of Construction.Ha will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Ha.

C. Ha is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Ha as a(n) CEO. Ha shall provide to Cavico the services described on the attached Exhibit A, which is made a part of this Agreement by this reference. Ha accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel.Ha shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Ha from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Ha agrees to perform faithfully, industriously, and to the best of Ha's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Ha under this Agreement, Cavico will pay Ha an annual salary of $ 70000 payable monthly on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Ha shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Ha has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Ha for "out-of-pocket" expenses incurred by Ha in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Ha shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Ha has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Ha recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Ha agrees that Ha will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Ha will protect the Information and treat it as strictly confidential. A violation by Ha of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Ha has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Ha from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Ha's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Ha was formerly employed by or connected with Cavico.

9. VACATION. Ha shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Ha, and must be approved by Cavico. Requests for vacation shall be submitted to Ha's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Ha shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Ha's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Ha in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Ha shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Ha's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Ha's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Ha in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Ha shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Ha shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Ha shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Ha's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Ha upon 30 days written notice. If Ha is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Ha only to the date of such termination. The compensation paid under this Agreement shall be Ha's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Ha becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Ha.

16. COMPLIANCE WITH EMPLOYER'S RULES. Ha agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Ha shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Ha's possession or under Ha's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Ha.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Thanh Binh Huynh

Director, Head of Compensation Committe

17011 Beach Blvd, Suite 1230

Hatington Beach, California 92647

Employee:

Ha Quang Bui

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:		Date:
	Thanh Binh Huynh
	Director, Head of Compensation Committe

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Ha Quang Bui	Date:
Ha Quang Bui

5

EX-10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of January 08, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Hai Thanh Tran ("Hai").

A. Cavico is engaged in the business of Construction. Hai will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Hai.

C. Hai is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Hai as a(n) Vice President. Mr Hai shall provide to Cavico the service as the direct manager in Cavico Viet Nam, which is a subsidiary of Cavico Corporation. Hai accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel. Hai shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Hai from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Hai agrees to perform faithfully, industriously, and to the best of Hai's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Hai under this Agreement,Mr Hai will receive salary from Cavico Viet Nam and will be paid on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Hai shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Hai has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Hai for "out-of-pocket" expenses incurred by Hai in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Hai shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Hai has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Hai recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Hai agrees that Hai will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Hai will protect the Information and treat it as strictly confidential. A violation by Hai of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Hai has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Hai from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Hai's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Hai was formerly employed by or connected with Cavico.

9. VACATION. Hai shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Hai, and must be approved by Cavico. Requests for vacation shall be submitted to Hai's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Hai shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Hai's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Hai in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Hai shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Hai's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Hai's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Hai in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Hai shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Hai shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Hai shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Hai's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Hai upon 30 days written notice. If Hai is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Hai only to the date of such termination. The compensation paid under this Agreement shall be Hai's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Hai becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Hai.

16. COMPLIANCE WITH EMPLOYER'S RULES. Hai agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Hai shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Hai's possession or under Hai's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Hai.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Ha Quang Bui

CEO & Chairman

17011 Beach Blvd, Suite 1230

Haitington Beach, California 92647

Employee:

Hai Thanh Tran

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Hai Thanh Tran	Date:
Hai Thanh Tran

5

EX-10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of January 08, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Hieu Van Phan ("Hieu").

A. Cavico is engaged in the business of Construction. Hieu will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Hieu.

C. Hieu is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Hieu as a(n) Vice President. Mr Hieu shall provide to Cavico the service as the direct manager in Cavico Viet Nam, which is a subsidiary of Cavico Corporation. Hieu accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel. Hieu shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Hieu from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Hieu agrees to perform faithfully, industriously, and to the best of Hieu's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Hieu under this Agreement,Mr Hieu will receive salary from Cavico Viet Nam and will be paid on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Hieu shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Hieu has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Hieu for "out-of-pocket" expenses incurred by Hieu in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Hieu shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Hieu has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Hieu recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Hieu agrees that Hieu will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Hieu will protect the Information and treat it as strictly confidential. A violation by Hieu of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Hieu has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Hieu from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Hieu's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Hieu was formerly employed by or connected with Cavico.

9. VACATION. Hieu shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Hieu, and must be approved by Cavico. Requests for vacation shall be submitted to Hieu's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Hieu shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Hieu's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Hieu in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Hieu shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Hieu's starting date as the point of beginning.Personal leave benefits may not be converted into cash compensation. Hieu's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Hieu in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Hieu shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Hieu shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Hieu shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Hieu's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Hieu upon 30 days written notice. If Hieu is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Hieu only to the date of such termination. The compensation paid under this Agreement shall be Hieu's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Hieu becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Hieu.

16. COMPLIANCE WITH EMPLOYER'S RULES. Hieu agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Hieu shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Hieu's possession or under Hieu's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Hieu.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Ha Quang Bui

CEO & Chairman

17011 Beach Blvd, Suite 1230

Hieutington Beach, California 92647

Employee:

Hieu Van Phan

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Hieu Van Phan	Date:
Hieu Van Phan

5

EX-10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of January 08, 2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Hung Manh Tran ("Hung").

A. Cavico is engaged in the business of Construction. Hung will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Hung.

C. Hung is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Hung as a(n) Vice President. Hung shall provide to Cavico the services described on the attached Exhibit A, which is made a part of this Agreement by this reference. Hung accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel. Hung shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Hung from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Hung agrees to perform faithfully, industriously, and to the best of Hung's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Hung under this Agreement, Cavico will pay Hung an annual salary of $30,000.00 payable monthly on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Hung shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Hung has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Hung for "out-of-pocket" expenses incurred by Hung in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Hung shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Hung has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Hung recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Hung agrees that Hung will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Hung will protect the Information and treat it as strictly confidential. A violation by Hung of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Hung has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Hung from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Hung's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Hung was formerly employed by or connected with Cavico.

9. VACATION. Hung shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Hung, and must be approved by Cavico. Requests for vacation shall be submitted to Hung's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

2

10. SICK LEAVE. Hung shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Hung's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Hung in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Hung shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Hung's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Hung's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Hung in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Hung shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Hung shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Hung shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

3

14. TERM/TERMINATION. Hung's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Hung upon 30 days written notice. If Hung is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Hung only to the date of such termination. The compensation paid under this Agreement shall be Hung's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Hung becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Hung.

16. COMPLIANCE WITH EMPLOYER'S RULES. Hung agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Hung shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Hung's possession or under Hung's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Hung.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Ha Quang Bui

CEO & Chairman

17011 Beach Blvd, Suite 1230

Hungtington Beach, California 92647

Employee:

Hung Manh Tran

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

4

21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

/s/ Hung Manh Tran	Date:
Hung Manh Tran

5

EX-10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of April 28, 2006, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and Timothy Pham ("Tim").

A. Cavico is engaged in the business of Construction. Tim will primarily perform the job duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington Beach, California.

B. Cavico desires to have the services of Tim.

C. Tim is willing to be employed by Cavico.

Therefore, the parties agree as follows:

1. EMPLOYMENT. Cavico shall employ Tim as a(n) Vice President. Tim shall provide to Cavico the services described on the attached Exhibit A, which is made a part of this Agreement by this reference. Tim accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of Cavico and Cavico's supervisory personnel. Tim shall also perform (i) such other duties as are customarily performed by an employee in a similar position, and (ii) such other and unrelated services and duties as may be assigned to Tim from time to time by Cavico.

2. BEST EFFORTS OF EMPLOYEE. Tim agrees to perform faithfully, industriously, and to the best of Tim's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.

3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Tim under this Agreement, Cavico will pay Tim an annual salary of $50,000.00 payable monthly on the first day of each month. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Tim shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Tim has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Cavico's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

4. EXPENSE REIMBURSEMENT. Cavico will reimburse Tim for "out-of-pocket" expenses incurred by Tim in accordance with Cavico's policies in effect from time to time.

1

5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Tim shall provide Cavico with all information, suggestions, and recommendations regarding Cavico's business, of which Tim has knowledge, that will be of benefit to Cavico.

6. CONFIDENTIALITY. Tim recognizes that Cavico has and will have information regarding the following:

- inventions

- products

- product design

- processes

- technical matters

- trade secrets

- copyrights

- customer lists

- prices

- costs

- discounts

- business affairs

- future plans

and other vital information items (collectively, "Information") which are valuable, special and unique assets of Cavico. Tim agrees that Tim will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of Cavico. Tim will protect the Information and treat it as strictly confidential. A violation by Tim of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

7.UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Tim has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Tim from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

8.CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality provisions of this Agreement shall remain in full force and effect for a 1 year period after the termination of Tim's employment. During such 1 year period, neither party shall make or permit the making of any public announcement or statement of any kind that Tim was formerly employed by or connected with Cavico.

9. VACATION. Tim shall be entitled to 14 of paid vacation for each completed year of employment. Such vacation must be taken at a time mutually convenient to Cavico and Tim, and must be approved by Cavico. Requests for vacation shall be submitted to Tim's immediate supervisor 14 days in advance of the requested beginning date.

The provisions of this Vacation section are subject to change in accordance with Cavico policies in effect from time to time.

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10. SICK LEAVE. Tim shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Tim's starting date as the point of beginning. Unused sick leave benefits as of December 31 of each year may be converted into cash compensation at a rate of $25.00 per hour. Sick leave may be accumulated from year to year up to a total of 6 days; excess amounts shall be forfeited.

All requests for sick days off shall be made by Tim in accordance with Cavico policies in effect from time to time.

The provisions of this Sick Leave section are subject to change in accordance with Cavico policies in effect from time to time.

11. PERSONAL LEAVE. Tim shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Tim's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Tim's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Tim in accordance with Cavico policies in effect from time to time.

The provisions of this Personal Leave section are subject to change in accordance with Cavico policies in effect from time to time.

12. HOLIDAYS. Tim shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Holidays section are subject to change in accordance with Cavico policies in effect from time to time.

13. INSURANCE BENEFITS. Tim shall be entitled to insurance benefits, in accordance with Cavico's applicable insurance contract(s) and policies, and applicable state law. These benefits shall include:

- health insurance

- disability insurance

- life insurance

The provisions of this Insurance Benefits section are subject to change in accordance with Cavico policies in effect from time to time.

Tim shall be able to participate in Cavico's pension plan in accordance with the plan's terms and the requirements of law.

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14. TERM/TERMINATION. Tim's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Tim upon 30 days written notice. If Tim is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Tim only to the date of such termination. The compensation paid under this Agreement shall be Tim's exclusive remedy.

15. TERMINATION FOR DISABILITY. Cavico shall have the option to terminate this Agreement, if Tim becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Tim.

16. COMPLIANCE WITH EMPLOYER'S RULES. Tim agrees to comply with all of the rules and regulations of Cavico.

17. RETURN OF PROPERTY. Upon termination of this Agreement, Tim shall deliver to Cavico all property which is Cavico's property or related to Cavico's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Tim's possession or under Tim's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Tim.

18. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Bui Quang Ha

CEO & Chairman

17011 Beach Blvd, Suite 1230

Hungtington Beach, California 92647

Employee:

Timothy Pham

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

20. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

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21. SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

EMPLOYER:

Cavico Corp

By:	/s/ Ha Quang Bui	Date:
	Ha Quang Bui
	CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

	Date:
Timothy Pham

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Final Checklist for Employment Agreement

Employer: Cavico Corp

Employee: Timothy Pham

October 13, 2006

Make It Legal

_____ The Employment Agreement should be signed and dated by both parties. It becomes effective as of the date inserted at the beginning of the Agreement.

_____ It is advisable to sign two copies of the Agreement so that each party will have a copy with original signatures.

Copies

Give a signed copy of the document to:

_____ Cavico Corp

_____ Timothy Pham

When to Consult a Lawyer

* A lawyer should be consulted regarding any unique issues not addressed by this program.

Other Information

* This document should not be used if the Employee is covered by a collective bargaining agreement, if the Employee is considered to be a consultant, or if the Employee is considered to be an independent contractor.

* This document should be reviewed periodically to evaluate whether circumstances have changed enough to warrant changes to the Employment Agreement.

* It is not necessary that the signatures be witnessed or notarized.

* Original copies should be kept in a fire-proof and secure location.

Reasons to Update

* Change or correct a term in the Agreement.

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EX-10.8

   v090497_ex10-8 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing
   

EX-14.1

CAVICO CORPORATION

A Delaware Corporation

CODE OF BUSINESS CONDUCT AND ETHICS FOR MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors (the "Board") of Cavico Corporation (the” Company") has adopted the following Code of Business Conduct and Ethics (the "Code ") for directors of the Company. This Code is intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Nominating and Corporate Governance Committee, who may consult with inside or outside legal counsel as appropriate. Directors who also serve as officers of the Company should read this Code in conjunction with the Company's Employee Code of Business Conduct.

1. Director Responsibilities.

The Board represents the interests of stockholders, as owners of a corporation, in optimizing long-term value by overseeing management performance on the stockholders' behalf. The Board's responsibilities in performing this oversight function include a duty of care and a duty of loyalty.

A director's duty of care refers to the responsibility to exercise appropriate diligence in overseeing the management of the Company, making decisions and taking other actions. In meeting the duty of care, directors are expected to:

• Attend and participate in board and committee meetings. Personal participation is required. Directors may not vote or participate by proxy.

• Remain properly informed about the corporation's business and affairs. Directors should review and devote appropriate time to studying board materials.

• Rely on others. Absent knowledge that makes reliance unwarranted, directors may rely on board committees, management, employees, and professional advisors.

• Make inquiries. Directors should make inquiries about potential problems that come to their attention and follow up until they are reasonably satisfied that management is addressing them appropriately.

A director's duty of loyalty refers to the responsibility to act in good faith and in the Company's best interests, not the interests of the director, a family member or an organization with which the director is affiliated. Directors should not use their positions for personal gain.

The duty of loyalty may be relevant in cases of conflict of interest (section 2 below), and corporate opportunities (section 3 below).

2. Conflict of Interest.

Directors must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Nominating & Corporate Governance Committee.

A "conflict of interest" can occur when a director's personal interest is adverse to - or may appear to be adverse to - the interests of the Company as a whole. Conflicts of interest also arise when a director or a director's family memberreceives improper personal benefits as a result of his or her position as a director of the Company.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors must refrain, however, are set out below.

• Relationship of Company with third-parties. Directors may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

• Compensation from non-Company sources. Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company.

• Gifts. Directors and their family members may not accept gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the directors' actions as a member of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest.

• Personal use of Company assets. Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board or as part of a compensation or expense reimbursement program available to all directors.

3. Corporate Opportunities.

Directors are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) using the Company's property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if the Company's disinterested directors determine that the Company will not pursue an opportunity that relates to the Company's business, a director may do so.

4. Confidentiality.

NASDAQ Rule 4200(a) (14) defines “family member" to include a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, and anyone residing in the person's home.

Directors should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, "confidential information" includes all non-public information relating to the Company.

5. Compliance with Laws, Rules and Regulations; Fair Dealing.

Directors shall comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Transactions in Company securities are governed by the Company's Insider Trading Policy.

Directors shall oversee full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission, and other public communications.

Directors shall oversee fair dealing by employees and officers with the Company's customers, suppliers, competitors and employees.

6. Encouraging the Reporting of Any Illegal or Unethical Behavior.

Directors should promote ethical behavior and take steps to see that the Company:

(a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules; and (c) informs employees that the Company will not allow retaliation for reports made in good faith.

7. Compliance Procedures; Waivers.

Directors should communicate any suspected violations of this Code promptly to the Chairman of the Board or the Chairman of the Nominating and Corporate Governance Committee. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.

Any waivers of this Code may only be granted by the Board or the Chairman of the Board. Waivers will only be granted in exigent circumstances and will be disclosed promptly to stockholders.

ACKNOWLEDGEMENT

I acknowledge that I have received and read a copy of the Company’s CODE OF BUSINESS CONDUCT AND ETHICS FOR MEMBERS OF THE BOARD OF DIRECTORS

By:  

Name: 

Date: