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EX-5 - Vibe Ventures Inc.vibelegal.txt
EX-99.1 CHARTER - Vibe Ventures Inc.subagreement.txt
EX-3 - Vibe Ventures Inc.articlesjan20.txt
EX-99.B BYLAWS - Vibe Ventures Inc.bylawsvibex99b.txt

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                           Amendment No.8
                                  to
                              FORM S-1/A
       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Vibe Ventures Inc.
                               Nevada
                                 3577
       (Primary Standard Industrial Classification Code Number)


                                98-0578438
                (I.R.S. Employer Identification Number)

                           c/o Hong Mei Ma
                  Room 1707, 17th Floor, CTS Center
                        219 Zhong Shan Wu Road
                         Guangzhou, PR China
                                510030

                  Phone number: 011.86.13808821282
                  Fax: 949-272-0088

                          Vibe Ventures Inc.
                  Room 1707, 17th Floor, CTS Center
                        219 Zhong Shan Wu Road
                         Guangzhou, PR China
                                510030

                  Phone number: 011.86.13808821282
                  Fax: 949-272-0088




If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]



If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check one):

     Large accelerated filer  ?    Accelerated Filer   ?
     Non-accelerated filer    ?    Smaller reporting company
(Do not check if a smaller reporting company)

Calculation of Registration Fee

  
                                        
Title of     Amount to    Proposed     Proposed     Amount of
Securities   be           Maximum      Maximum      Registration
to be        Registered   Offering     Aggregate
Registered                Price (1)    Offering     Fee (1)
                                       Price (1)

Common       2,000,000M   $20,000      $20,000      111.60
Stock (1)




(1)  Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of computing the amount of the
registration fee.

The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO
COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

2

 PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED March__, 2011
                             VIBE VENTURES INC.
   UP TO A MAXIMUM OF 2M SHARES OF COMMON STOCK AT $0.01 PER SHARE

We are offering for sale a maximum of 2,000,000 shares of our common
stock in a self-underwritten offering directly to the public at a
price of $0.01 per share. There is no minimum amount of shares that
we must sell in our direct offering, and therefore no minimum amount
of proceeds will be raised. No arrangements have been made to place
funds into escrow or any similar account. Upon receipt, offering
proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares
without any underwriting discounts or commissions. The purchase
price is $0.01-per share. If all shares are not sold within 180 days
from the date hereof, (which may be extended an additional 90 days
in our sole discretion), the offering for the balance of the shares
will terminate and no further shares will be sold. If all of the
shares offered by us are purchased, the gross proceeds to us will be
$20,000.  This is our initial public offering and no public market
currently exists for shares of our common stock.

We intend for our common stock to be sold by Hong Mei Ma.
Such persons will not be paid any commissions for such sales.

 We will pay all expenses incurred in this offering. The offering
will terminate 180 days after this registration statement is
declared effective by the Securities and Exchange Commission.
However, we may extend the offering for up to 90 days following the
180 day offering period.
 Our common stock is presently not traded on any public market or
securities exchange, and we have not applied for listing or
quotation on any public market.

Until _________, 2011, all dealers that effect transactions in
these securities, whether or not participating in this offering, may
be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING "RISK FACTORS"

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 The information in this prospectus is not complete and may be
changed. This prospectus is included in the registration statement
that was filed by us with the Securities and Exchange Commission. We
may not sell these securities until the registration statement
becomes effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.>Until March 18,
2010
all dealers that effect transactions in these securities, whether or
not
participating in this offering, may be required to deliver a
prospectus.
This is in addition to the dealers' obligation to deliver a
prospectus
when acting as underwriters and with respect to their unsold
allotments or
subscriptions.

3

 The date of this prospectus is April 4, 2011
 _______________________________________

TABLE OF CONTENTS


                                                      
Prospectus Summary                                       p.5

The Offering                                             p.6

Selected Summary Financial Data                          p.7

Risk Factors                                             p.8

Use of Proceeds                                          p.12

Dilution                                                 p.13

Our Business                                             p.20


MANAGEMENT'S DISCUSSION
ANALYSIS OR PLAN OF OPERATION                            p.23


Recently Issued Accounting Pronouncements                p.27

Market for Common Equity                                 p.28

Directors, Executive Officers, Promoters, Control        p.29
Persons

Executive Compensation                                   p.30

Certain Relationships and Related Transactions           p.31

Security Ownership of Certain Beneficial Owners and      p.31
Management

Description of Securities                                p.32

Plan of Distribution                                     p.32

Regulation M                                             p.35

Experts                                                  p.36

Interest of Named Experts and Counsel                    p.36

Available Information                                    p.37

Financial Statements                                     p.38-63


4

As used in this prospectus, references to the "Company," "we,"
"our," or "us" refer to Vibe Ventures Inc., unless the context
otherwise indicates.

           A CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

 This prospectus contains forward-looking statements which relate to
future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential, or continue or the negative of these terms or
other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors,
that may cause our or our industry's actual results, levels of
activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results
will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance
suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to
actual results.

                          PROSPECTUS SUMMARY
 The following summary highlights selected material information
contained in this prospectus. This summary does not contain all the
information you should consider before investing in the securities.
Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the
financial statements, and the notes to the financial statements.

OUR COMPANY
 We were incorporated in Nevada on, October 29, 2009 and are a
company in the development stage. Vibe Ventures Inc. does not have
any revenues or operations, and we have minimal assets and have
incurred a deficit of $257.00 since inception. We intend to open a
chain of Interactive Travel Stations throughout various cities in
China.

Our principal offices are located at, Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030.  Phone:
011.86.13808821282. All references to "we," "us," "our," or
similar terms used in this prospectus refer to Vibe Ventures
Incorporated. Our fiscal year end is October 31, 2009.

Our auditors have issued an audit opinion which includes a statement
describing our going concern status. Our financial status creates
substantial doubt whether we will continue as a going concern.
Investors should note, we have not generated any revenues to date,
we do not yet have any products available for sale, and we do not
have a fully operational valid working prototype of our proposed
product.

5

OUR DIRECT PUBLIC OFFERING
 We are offering for sale up to a maximum of 2,000,000 shares of our
common stock directly to the public. There is no underwriter
involved in this offering. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.01
per share. If all of the shares offered by us are purchased, the
gross proceeds before deducting expenses of the offering will be up
to $20,000. The expenses associated with this offering are estimated
to be $5,000 or approximately 25% of the gross proceeds of $20,000
if all of the shares offered by us are purchased. If all the shares
offered by us are not purchased, then the percentage of offering
expenses to gross proceeds will be higher and a lower amount of
proceeds will be realized from this offering. If we are unsuccessful
in raising sufficient gross proceeds from this offering, then it is
possible that our offering expenses may exceed our gross proceeds.

This is our initial public offering and no public market currently
exists for shares of our common stock. We can offer no assurance
that an active trading market will ever develop for our common stock.

 The offering will terminate six months after this registration
statement is declared effective by the Securities and Exchange
Commission. However, we may extend the offering for up to 90 days
following the six month offering period.

                             THE OFFERING

Total shares of common stock outstanding prior to the offering
       4,000,000 shares

Shares of common stock being offered by us
           2,000,000 shares

Total shares of common stock outstanding after the offering
      6,000,000 shares

Gross Proceeds:
Gross proceeds from the sale of up to 2,000,000 shares of our common
stock will be $20,000.Use of proceeds from the sale of our shares
will be used as general operating capital

Risk Factors:
There are substantial risk factors involved in investing in our
Company. For a discussion of certain factors you should consider
before buying shares of our common stock, see the section entitled
"Risk Factors."

6

This is a self-underwritten public offering, with no minimum
purchase requirement. Shares will be offered on a best efforts basis
and we do not intend to use an underwriter for this offering. We do
not have an arrangement to place the proceeds from this offering in
an escrow, trust, or similar account. Any funds raised from the
offering will be immediately available to us for our immediate use.

SELECTED SUMMARY FINANCIAL DATA

This table summarizes our operating and balance sheet data as of the
periods indicated. You should read this summary financial data in
conjunction with the "Plan of Operations" and our audited financial
statements and notes thereto included elsewhere in this prospectus.



                                     
                     October 29th Through  Three Months Ended
                     October 31st, 2009    October 31, 2010
                     (Audited)

(Loss) from          $257                  $4,292
Operations:

Total Revenues       $ -                   $ -

Weighted average     4,000,000             4,000,0000
number of common
shares outstanding
- Basic and Diluted




Balance Sheet

                                     
                     October 29th through  Three Months Ended
                     October 31st, 2009    October 31, 2010
                     (Audited)

Cash in Bank         $4,083                $48

Total Current Assets $4,083                $48

Total Assets         $4,083                $48

Total Current        $340                  $-
Liabilities

Total Liabilities    $340                  $-

Total Stockholders'  (257)                 (4,035)
(deficit)

Total Liabilities    $4,083                $48
and stockholders'
equity



7


RISK FACTORS
 This investment has a high degree of risk. Before you invest you
should carefully consider the risks and uncertainties described
below and the other information in this prospectus. If any of the
following risks actually occur, our business, operating results and
financial condition could be harmed and the value of our stock could
go down. This means you could lose all or a part of your investment.

The Company may have limited reporting obligations under Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
The Company is required to file periodic reports with the SEC when
the Company issues any class of securities for which a registration
statement is filed pursuant to the Securities Act of 1933 (The
"Securities Act").  The reporting obligations under Section 15(d)
are automatically suspended when (1) the Company lists said equity
on an exchange), or (2) at the beginning of the Company's fiscal
year, the class of securities covered by the registration statement
is held of record by fewer than 300 persons.

 RISKS RELATING TO OUR COMPANY

1.   We are a company that is in the development stage with no
operating history and may never be able to carry out our business
plan or achieve any revenues or profitability; at this stage of our
business, even with our good faith efforts, potential investors have
a high probability of losing their entire investment.

We are subject to all of the risks inherent in the establishment of
a new business enterprise. We were established on October 29, 2009
for the purpose of engaging in the development, and sale of travel
advertising systems. We have not generated any revenues nor have we
realized a profit from our operations to date, and there is little
likelihood that we will generate any revenues or realize any profits
in the short term. Any profitability in the future from our business
will be dependent upon the successful development of our advertising
software. There can be no assurance that we will ever achieve
any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties
frequently encountered in establishing a new business in the tourism
industry. Our Company is a highly speculative venture involving
significant financial risk.  For more information on this
software, see page 30.

2.   We lack an operating history and have losses that we expect to
continue into the future. There is no assurance that our operations
will produce profitable revenues. If we cannot generate revenues
that will produce profitably, we will cease operations and you will
lose your investment.

We were incorporated on October 29, 2009 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $257. Our
ability to achieve and maintain profitability and positive cash flow
is dependent upon:
     *    completion of this offering;
     *    our ability to attract customers who will buy our goods
from us; and,
     *    our ability to generate revenues through the sale of our
goods.

8

Based upon current plans, we expect to incur operating losses in
future periods since we will be incurring expenses and not
generating revenues. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues
will cause you to lose your investment.

3.  There is no guarantee that anyone will use the service we are
providing.
We will start out with no customer user base.  Furthermore, we do
not actually have any Interactive Terminals created as of yet.  How
successful our business grows will be heavily dependent on the
public taking an interest in our travel stations.  A lack of
interest by the public and therefore growth would ultimately cause
the termination of operations.  We do not know how many potential
users we will gain or how many of those will decide to use our
service, if any decide to at all.

4.  We are entirely dependent upon the funds to be raised through
this offering to start our business.  The proceeds of this may be
insufficient to achieve sufficient revenue.  If we need additional
funds and are unable to raise them we will have to terminate our
operations.

There is not enough cash on hand to fund our administrative expenses
and operating expenses or our proposed Interactive travel tourist
kiosk program for the coming months. Because we do not expect to
have any cash flow from operations at first, we will need to raise
additional capital, which may be in the form of loans from current
stockholders and/or from public and private equity offerings. Our
ability to access capital will depend on our success in implementing
our business plan. It will also depend upon the status of the
capital markets at the time such capital is sought. Should
sufficient capital not be available, the implementation of our
business plan could be delayed and, accordingly, the implementation
of our business strategy would be adversely affected. If we are
unable to raise additional funds in the future, we may have to cease
all substantive operations. In such event it would not be likely
that investors would obtain a profitable return on their investment
or a return of their investment at all.

5.  Because our director will only be devoting limited time to our
operations, our operations may be sporadic which may result in
periodic interruptions or suspensions of operations.  This activity
could prevent us from growing and result in a lack of interest that
may cause us to suspend or cease operations.

Our sole officer and director, Hong Mei Ma will only be devoting
limited time to our operations. Ms. Ma, our president and director
is currently employed as a Chief Web Designer at Minghui IT Group
and will be devoting approximately 20 hours per week of
her working time to our operations. As a result, operations
may be periodically interrupted or suspended which could result in a
lack of revenues and a possible termination of operations.

6.   Because our Director has no experience in running a company
that sells Interactive Travel Stations, she may not be able to
successfully operate such a business which could cause you to lose
your investment.

9

We are a development stage company. Hong Mei Ma, our current
Director and officer, have effective control over all decisions
regarding both policy and operations of our Company with no
oversight from other management. Our success is contingent upon the
ability of these individuals to make appropriate business decisions
in these areas. However, our Director and officer do not have any
experience in operating a company that sells Interactive Travel
Stations. It is possible that this lack of relevant operational
experience could prevent us from becoming a profitable business and
hinder an investor from obtaining a return on his investment in us.



RISKS ASSOCIATED WITH THIS OFFERING:

1.  Because we do not have an escrow or trust account for your
subscription, if we file for bankruptcy protection or are forced
into bankruptcy, or a creditor obtains a judgment against us and
attaches the subscription, you will lose your investment.

Your funds will not be placed in an escrow or trust account. As
such, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according
to bankruptcy laws. If a creditor sues us and obtains a judgment
against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions
of this offering are not satisfied, it is possible that a creditor
could attach your subscription which could preclude or delay the
return of money to you. If that happens, you will lose your
investment and your funds will be used to pay creditors.

2.  Because our director, who is also our promoter, will own 67% of
our total outstanding common stock, she will retain control of the
company and will be able to decide who will be directors and you may
not be able to elect any directors.  This could decrease the price
and marketability of our shares.

 Even if we sell all 2,000,000 shares of common stock in this
offering, Hong Mei Ma will own 67% of the total outstanding common
stock.  As a result, after completion of this offering, regardless
of the number of shares we sell, Ms. Ma will be able to elect all of
our directors and control our operations.  This could decrease the
price and marketability of our shares.

3.   There is no established public market for our stock and a
public market may not be obtained or be liquid and therefore
investors may not be able to sell their shares.
 There is no established public market for our common stock being
offered under this prospectus. While we intend to apply for
quotation of our common stock on the Over-The-Counter Bulletin Board
system, we have not yet engaged a market maker for the purposes of
submitting such application, and there is no assurance that we will
qualify for quotation on the OTC Bulletin Board. Therefore,
purchasers of our common stock in this offering may be unable to
sell their shares on any public trading market or elsewhere.

10

4.  Our common stock is subject to the "penny stock" rules of the
SEC and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an
investment in our stock.

 The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that
a broker or dealer approve a person's account for transactions in
penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order
to approve a person's account for transactions in penny stocks, the
broker or dealer must: (i) obtain financial information and
investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in
a penny stock, a disclosure schedule prescribed by the Security and
Exchange Commission relating to the penny stock market, which, in
highlight form: (i) sets forth the basis on which the broker or
dealer made the suitability determination; and (ii) that the broker
or dealer received a signed, written agreement from the investor
prior to the transaction.

 Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a
decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about
the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of
common stock, our stockholders will not be able to receive a return
on their shares unless they sell them.
 We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we
pay dividends, our stockholders will not be able to receive a return
on their shares unless they sell them at a price higher than that
which they initially paid for such shares.

11

5.  The FINRA sales practice requirements may limit a stockholders
ability to buy and sell our stock.

The FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our
common stock. Further, many brokers charge higher transactional fees
for penny stock transactions. As a result, fewer broker-dealers may
be willing to make a market in our common stock, which may limit
your ability to buy and sell our stock.

6. We might be required to obtain special licenses, or meet
special regulatory requirements before establishing our business,
other than a business license. If new government regulations, laws,
or licensing requirements are passed that would restrict or
eliminate delivery of any of our intended services, then our
business may suffer. For example, if we were required to obtain a
government issued license for the purpose of distributing our video
units, then we may not be able to qualify for such a license. If
such a licensing requirement existed, and we were not able to
qualify, then our business would suffer.


USE OF PROCEEDS

The net proceeds to us from the sale of up to 2,000,000 shares
offered at a public offering price of $0.01 per share will vary
depending upon the total number of shares sold.  Regardless of the
number of shares sold, we expect to incur offering expenses
estimated approximately $5,000 for legal, accounting, and other
costs in connection with this offering.  The remaining funds (up
to $15,000) will go towards the contracting of a hired software
developer.  The table below shows the intended net proceeds from
this offering we expect to receive for scenarios where we sell
various amounts of the shares.

Since we are making this offering without any minimum requirement,
there is no guarantee that we will be successful at selling any of
the securities being offered in this prospectus.  Accordingly, the
actual amount of proceeds we will raise in this offering, if any,
may differ.



                                             
                               10%        25%         50%

General Working Capital        $1,000     $1,000      $1,000

Software Development Costs     $0         $4,000      $8,000

Total                          $1,000     $5,000      $10,000




12



The proceeds from this offering, at any amount, will allow us to
operate for twelve months. Ms. Ma,
our sole officer and director determined that the funds would last
twelve months, including filing
reports with the Securities and Exchange Commission as well as the
business activities contemplated
in our business plan.

If 10% of our shares are sold, it will enable us to build the basis
of our operations, which include the
development of our advertising system. For more information
regarding our systems development, please refer to the business
section. Our anticipated expenditures will be lower in the event
that we sell 10% of our total common shares offering
relative to a maximum sale. If we sell 50% of our common shares, we
anticipate greater spending to access our
markets and drive consumer demand.


After the completion of this offering, we intend to initiate the
development of
our website "WWW.VIBEVENTURES.COM.COM", and develop our software.
We intend to hire an outside web designer to assist us in designing
and building our website.
The cost of establishing a website is estimated to be between $4,000
to $8,000.








CAPITAL STOCK

On October 29, 2009, the Company issued 4,000,000 common shares at
$0.001 per share to the sole director of the Company for the total
proceeds of $4,000.


The proceeds from the offering will allow us to operate for twelve
months provided the entire offering of 2,000,000 shares is
subscribed for. Hong Mei Ma, our officer and director determined
that the funds would last twelve months, including filing reports
with the Securities and Exchange Commission as well as the business
activities contemplated by our business plan.

                       DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined
in order for us to raise $20,000 in this offering. The offering
price bears no relationship to our assets, earnings, book value or
other criteria of value. Among the factors we considered were:
     *    our lack of operating history;
     *    the proceeds to be raised by the offering;
     *    the amount of capital to be contributed by purchasers in
this offering
          in proportion to the amount of stock to be retained by our
existing
          stockholder; and
     *    our relative cash requirements.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and
the net tangible book value per share immediately after completion
of this offering. Net tangible book value is the amount that results
from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary
determination of the offering price of our shares being offered.
Dilution of the value of our shares you purchase is also a result of
the lower book value of our shares held by our existing
stockholders.

IF 100% OF THE SHARES ARE SOLD:
 Upon completion of this offering, in the event all of our shares
are sold, the net tangible book value of the 6,000,000 shares to be
outstanding will be $19,000 or approximately $0.00317 per share. The
net tangible book value of the shares held by existing stockholders
will be increased by $0.00223 per share without any additional
investment on their part. You will incur an immediate dilution from
$0.01 per share to $0.00317 per share.

13

After completion of this offering, if 2,000,000 shares are sold, you
will own 33.333% of the total number of outstanding shares for which
you will have made a cash investment of $20,000, or $0.01 per share.
Our existing stockholder will own 66.666% of the total number of
outstanding shares for which they have made cash contributions
totalling $4,000 or approximately $0.001 per share.

 
                                        
                       Shares

                       Number      Percent       Amount

Existing Stockholders  4,000,000   67%           $4,000

New Investors at 10%   200,000     4.76%         $2,000

New Investors at 25%   500,000     11.11%        $5,000

New Investors at 50%   1,000,000   20%           $10,000

New Investors at 100%  2,000,000   33.33%        $20,000

Total                  6,000,000   100%          $24,000




PLAN OF DISTRIBUTION: TERMS OF THE OFFERING

 We are offering up to 2,000,000 shares of common stock on a
self-underwritten basis, no minimum shares.  The offering price is
$0.01 per share. Funds from this offering will be placed in a
separate bank account at US Bank, 2385 North Oxnard Boulevard,
Oxnard, CA, USA, 93036. The funds will be maintained in a separate
bank until we receive a minimum of $4,000 at which time we will
remove those funds and use the same as set forth in the Use of
Proceeds section of this Prospectus. This account is not an escrow,
trust or similar account. Your subscription will only be deposited
in a separate bank account under our name. As a result, if we are
sued for any reason and a judgment is rendered against us, your
subscription could be seized in a garnishment proceeding and you
could lose your investment. During the 180 day period, no
funds will be returned to you. You will only receive a refund of
your subscription within the 180 day period referred to
above. There are no finders involved in our distribution.

Officers, directors, affiliates or anyone involved in marketing our
shares will not be allowed to purchase shares in the offering. You
will not have the right to withdraw your funds during the offering.
You will only have the right to have your funds returned if there is
a material change in the terms of the offering. The following are
material changes that would entitle you to a refund of your money:
     *    an extension of the offering period beyond  180 days;
     *    a change in the offering price;
     *    a change in the minimum sales requirement;
     *    a change to allow sales to affiliates in order to meet the
minimum sales requirement; or
     *    a change in the amount of proceeds necessary to release
the funds held in the separate bank account.

If any of the above material changes occur, a new offering may be
made by means of a post-effective amendment.

14

We will sell the shares in this offering through Ms. Ma, our sole
officer and director. She will not receive a commission from the
sale of any shares. She will not register as a broker-dealer under
section 15 of the Securities Exchange Act of 1934 in reliance upon
Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of
the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:

1. The person is not statutorily disqualified, as that term is
defined in Section 3(a)(39) of the Act, at the time of his
participation; and,

 2. The person is not compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;

 3. The person is not at the time of their participation, an
associated person of a broker/dealer; and,


4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1 of the Exchange Act, in that she (A) primarily performs, or is
intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) is not a broker
or dealer, or an associated person of a broker or dealer, within the
preceding twelve months; and (C) does not participate in selling and
offering of securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Ms. Ma is not statutorily disqualified, is not being compensated,
and is not associated with a broker/dealer. She is and will continue
to be our sole officer and director at the end of the offering and
has not been during the last twelve months and is currently not a
broker/dealer or associated with a broker/dealer. She will not
participate in selling and offering securities for any issuer more
than once every twelve months.

Only after our registration statement is declared effective by the
SEC, do we intend to advertise, through tombstones, and hold
investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our
offering. Ms. Ma will also distribute the prospectus to potential
investors at meetings, to business associates and to his friends and
relatives who are interested in a possible investment in the
offering. No shares purchased in this offering will be subject to
any kind of lock-up agreement.

Management and affiliates thereof will not purchase shares in this
offering to reach the minimum. We intend to sell our shares outside
of the United States.

15

SECTION 15(g) OF THE EXCHANGE ACT - PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges
or quoted on the OTC Bulletin Board system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document prepared by the SEC,
which:

*    contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading;

*    contains a description of the broker's or dealer's duties to
the customer and of the rights and remedies available to the
customer with respect to a violation to such duties or other
requirements;

*    contains a brief, clear, narrative description of a dealer
market, including "BID" and "ASK" prices for penny stocks and the
significance of the spread between the bid and ask price;

 *    contains a toll-free telephone number for inquiries on
disciplinary actions;

*    defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and

*    contains such other information and is in such form (including
language, type, size, and format) as the SEC shall require by rule
or regulation.

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer:
     *    with bid and offer quotations for the penny stock;
     *    the compensation of the broker-dealer and its salesperson
in the transaction;
     *    the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and
     *    monthly account statements showing the market value of
each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from those rules;
the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for our
securities because it will be subject to these penny stock rules.
Therefore, security holders may have difficulty selling those
securities.

16

 OFFERING PERIOD AND EXPIRATION DATE
 This offering will start on the date that this registration
statement is declared effective by the SEC and continue for a period
of 180 days, which we may extend by 90 days, or sooner
if the offering is completed or otherwise terminated by us.
 We will not accept any money until this registration statement is
declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING
 We will not accept any money until this registration statement is
declared effective by the SEC. Once the registration statement is
declared effective by the SEC, if you decide to subscribe for any
shares in this offering, you must:

1. Execute and deliver a subscription agreement, a copy of which is
included with the prospectus; and

2. Deliver a check, wire transfer, bank draft or money order to us
for acceptance or rejection.

All checks for subscriptions must be made payable to "Vibe Ventures
Inc.

RIGHT TO REJECT SUBSCRIPTIONS
 We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately by us to the subscriber,
without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.

PERCENT OF NET PROCEEDS RECEIVED

  
                                  
                   60%             80%     100%

Shares Sold         1.2M      1.6M         2M

Gross Proceeds     $12,000    $16,000      $20,000

Less Offering      $133.92    $178.56      $223.20
Expenses

Net Offering       $11,866.08 $15,821.44   $19,776.80
Proceeds



The Use of proceeds set forth below demonstrates how we intend to
use the funds under the various percentages of amounts of the
related offering. All amounts listed below are estimates.  For
scenarios involving selling less than 60%, please see page 18.
17

  
                                  
                   60%             80%     100%

General working     $4,000    $4,000       $4,000
capital

Prototype            $4,000      $8,000       $8,000
development costs

Sales and            $4,000      $4,000       $8,000
Marketing

Total                $12,000     $16,000     $20,000




Our offering expenses are comprised of legal and accounting
expenses, SEC and EDGAR filing fees. Our officers and Directors will
not receive any compensation for their efforts in selling our shares.

We intend to use the proceeds of this offering in the manner and in
order of priority set forth above. We do not intend to use the
proceeds to acquire assets or finance the acquisition of other
businesses. At present, no material changes are contemplated. Should
there be any material changes in the projected use of proceeds in
connection with this offering, we will issue an amended prospectus
reflecting the new uses.

In all instances, after the effectiveness of this registration
statement, the Company will need some amount of working capital to
maintain its general existence and comply with its public reporting
obligations. In addition to changing allocations because of the
amount of proceeds received, we may change the use of proceeds
because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds.
Therefore, management decisions may not be in line with the initial
objectives of investors who will have little ability to influence
these decisions.

DETERMINATION OF OFFERING PRICE
 Our common stock is presently not traded on any market or
securities exchange and we have not applied for listing or quotation
on any public market. Our Company will be offering the shares of
common stock being covered by this prospectus at a price of $0.001
per share. Such offering price does not have any relationship to any
established criteria of value, such as book value or earnings per
share. Because we have no significant operating history and have not
generated any revenues to date, the price of our common stock is not
based on past earnings, nor is the price of our common stock
indicative of the current market value of the assets owned by us. No
valuation or appraisal has been prepared for our business and
potential business expansion.

18

The offering price was determined arbitrarily based on a
determination by the Board of Directors of the price at which they
believe investors would be willing to purchase the shares.
Additional factors that were included in determining the offering
price are the lack of liquidity resulting from the fact that there
is no present market for our stock and the high level of risk
considering our lack of profitable operating history.

DILUTION
 Purchasers of our securities in this offering will experience
immediate and substantial dilution in the net tangible book value of
their common stock from the initial public offering price. The
historical net tangible book value as of October 31, 2010 was $-292
or -$0.000073 per share. Historical net tangible book value per
share of common stock is equal to our total tangible assets less
total liabilities, divided by the number of shares of common stock
outstanding as of October 31, 2010, as adjusted to give effect to
the receipt of net proceeds from the sale of 2,000,000 shares of
common stock for $0.01, which represents net proceeds after
deducting estimated offering expenses of $5,000. This represents an
immediate increase of $0.00792 per share to existing stockholders
and an immediate and substantial dilution of $0.007847 per share, or
approximately 99%, to new investors purchasing our securities in
this offering. Dilution in pro forma net tangible book value per
share represents the difference between the amount per share paid by
purchasers of shares of our common stock in this offering and the
pro forma net tangible book value per share of our common stock
immediately following this offering.

The following table sets forth as of October 31, 2010, the number of
shares of common stock purchased from us and the total consideration
paid by our existing stockholders and by new investors in this
offering if new investors purchase 100% of the offering, before
deducting offering expenses payable by us, assuming a purchase price
in this offering of $0.01 per share of common stock.

    
                                        
                       Shares

                       Number      Percent       Amount

Existing Stockholders  4,000,000   67%           $4,000

New Investors at 100%  2,000,000   33.33%        $20,000

Total                  6,000,000   100%          $24,000








19

                             OUR BUSINESS

GENERAL DEVELOPMENT
 We were incorporated in Nevada on October 29, 2009 and we are a
development stage company. We intend to engage in the travel and
tourism industry via the Internet and interactive software
applications.

We have never declared bankruptcy, have never been in receivership,
and have never been involved in any legal action or proceedings. We
have not made any significant purchase or sale of assets, nor has
the Company been involved in any mergers, acquisitions or
consolidations. We are not a blank check registrant as that term is
defined in Rule 419(a)(2) of Regulation C of the Securities Act of
1933, because we have a specific business plan and purpose. Neither
Vibe Ventures Inc., nor its officers, Directors, promoters or
affiliates, has had preliminary contact or discussions with, nor do
we have any present plans, proposals, arrangements or understandings
with any representatives of the owners of any business or company
regarding the possibility of an acquisition or merger.

Our principal office is located: Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030.  Phone:
011.86.13808821282.

 BUSINESS SUMMARY AND BACKGROUND
 We were incorporated in Nevada on October 29, 2009. We have not
started operations. We are developing a website
"www.vibeventures.com " and also designing and developing our "Video
Library" which will advertise our product, our prices and would be
delivered to all residents in the area.  Any funds raised by this
offering will go towards the development and creation of the
software that will be used to promote and advertise the various
places of interest for the tourist.  In the beginning of our
business operations, we plan to advertise our business on the local
billboards that will promote our business. We intend to have our
first video units in operation.

We have not yet generated any revenues and the only operations that
we have engaged in is the development of a business plan. Our
business office is located:  Room 1707, 17th Floor, CTS Center,
219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282. This is the office of our President, Hong
Mei Ma. Vibe is not required to pay for office space at this
time.  There are no understandings or agreements currently in place
for Vibe to pay rent in the future.  Ms. Ma is allowing the company
to occupy office space that she has arranged at no cost to the
company.

We have no plans to change our planned business activities or to
combine with another business, and we are not aware of any events or
circumstances that might cause these plans to change. We have not
yet begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward looking
and there is no assurance that we will ever begin operations. We
anticipate that should we raise the full $20,000 that we will be
able to fully fund the creation of our primary software advertising
system.  Conceptually, this system will operate much like a kiosk on
a touch screen in areas of high foot traffic.  Any amount less than
the full amount will still be put towards the creation of this
software, but it is unlikely that anything less than the full amount
will allow for the full creation of this software.  Furthermore,
there is no guarantee that the full amount will cover all the costs
of this task even though we anticipate that this money should cover
the costs.

20


We have not yet conducted our development towards our
advertisement  system.  Moreover, we will require to raise new capital
through this offering to initiate our development in this system.
Provided that we raise the maximum of $20,000, we anticipate our
advertisement system will be fully developed within 120 days after
receiving our funds.  Once we have completed our development stage,
we will be deploying our system throughout China. If we are unable
to raise our $20,000 target, we may face budgetary constraints
during our systems development stage, therefore, our planned
business launch in China may be delayed until additional capital is
raised.


While we are near the end stages of our system development, we will
initiate our marketing strategies.  Our marketing campaign objectives
are to educate and generate awareness before our product is launched.
If we can raise above 50% of our maximum shares offering, we will
employ our marketing campaign for  the next twelve months.










We have not conducted any market research into the likelihood of
success of our operations or the acceptance of our products or
advisory services by the public.



OUR STRATEGY
We intend to put our VIDEO UNITS in centres all around China.
Currently, we do not have any customers or any contracts for our
services. We also have not yet commenced any operations.

TARGET MARKET
 We intend to target cities in China.

REGULATORY REQUIREMENTS
The People's Republic of China (PRC) is a growing market for
customer based consumables.   Vibe Ventures Inc. wishes to
capitalize on the rapidly growing internet user market. The
PRC imposes regulations on internet companies that operate
"onshore"; often changing rapidly due to its ever evolving
market conditions.  Although laws and regulations are largely
consistent, official guidelines and practices vary from
province to province and town to town.  Consequently, the
reality of being in the marketplace often differs greatly
from statutory wording; leaving considerable room for legal
interpretation.

Under the Regulations for the Administration of Internet
Information Services, effective 25 September 2000, vendors
located within PRC are subject to monitoring of their Web
sites by Internet content providers and Internet service
providers and are required to keep records of site or service
use for 60 days.


As a result of the ever evolving market regulations, we might
may be required to obtain (unknown and unacticipated as yet)
special licenses, or meet special regulatory requirements
before establishing our business, other than existing
regulatory requirements for a business license. If new
government regulations, laws, or licensing requirements are
passed that would restrict or eliminate delivery of any of
our intended services, then our business may suffer. For
example, if we were required to obtain a government issued
license for the purpose of distributing our video units, then
we may not be able to qualify for such a license. If such a
licensing requirement existed, and we were not able to qualify,
then our business would not be able to flourish and thus would
suffer.

Another way that Vibe Ventures Inc might be restricted in the
PRC is how the government regulates the supply of internet goods
and services through foreign exchange control. Investments and
purchases of securities are subject to approval by the State
Administration of Foreign Exchange and all payments of goods
and services are subject to documentation requirements.  Each
remittance to a vendor is channeled through an authorized
foreign exchange bank which examines required supporting
documents.  If documents are not complete or the payment is for
a restricted purpose the bank may refuse remittance or will
refer the matter to the State Administration for Foreign
Exchange.  If the remittance is refused, the customer has no
legal alternative means to pay the vendor.  PRC effectively
restricts the sales of goods and services by prohibition of
payment.

Under the Detailed Implementing Rules of the Measures for the
Control of Foreign Exchange of Individuals, effective 1 February
2007, individuals may now purchase up to 50K USD foreign currency
each year and remit between 10K - 50K USD each day for current
account payments on the basis of a valid identification document.
Companies in PRC are not subject to any general monetary limits
on remittances as long as they are made for permitted business
purposes.

The State Administration for Industry and Commerce, the business
license issuing agency regulates many areas of commerce.
Although currently not actively involved with regulating the
internet, it may in the future take a more active role in this
area.  Its future policies could potentially have a considerable
impact on how the internet is regulated. At this time, the
consequences of this are unknown and unforeseen, for Vibe Ventures
Inc.

Under the Foreign Invested Commercial Enterprise Regulations,
effective 1 June 2004, a foreign vendor who wishes to sell goods
within China can establish a subsidiary in PRC, subject to the
approval by the Ministry of Commerce or its local counterpart.
The subsidiary can record a Web site to market its products under
the Regulations for the Administration of Internet Information
Services, effective 25 September 2000.  Vibe Ventures Inc. intends
to market and sell the subsidiary's own products, and thus be
considered a "non-commercial Internet information service" and
will require only registration with the telecommunications
authorities to operate.  As Vibe Ventures Inc. does not intend
to supply services, it will not be subject to the Catalogue for
Guiding Foreign Investment in Industry, effectively amended 1
December 2007, which classifies prohibited, restricted and
encouraged services.  Most internet services fall under the
Telecommunications Regulations of the PRC, established 20
September 2000; restricting and dividing telecommunications
services into basic and value added.

As the future of Internet services in PRC is evolving, it is
not possible to guarantee that Vibe Ventures Inc. will be
successful in navigating the evolving nature of the Internet
service industry in China.  In as much as China offers a
challenging Internet business environment, as with the Several
Opinions of the General Office of the State Council on
Accelerating the Development of E-Commerce, issued 28 January
2005, it is clear that the country is determined to develop
Internet commerce and that Vibe Venture Inc. may have a vastly
productive future.

Vive Ventures Inc. seeks opportunity into this enormous
potential PRC market.




MARKETING
 Initially, our services will be promoted by Ms. Ma. She will
discuss our services with her friends and business associates. We
also anticipate utilizing other marketing avenues in our attempt to
make our services known to the general public and attract potential
customers. These marketing activities will be designed to inform
potential customers about the benefits of using our services and may
include the following: development and distribution of marketing
literature; direct mail and email advertising; billboards
advertisement and, promotion of our web site.

REVENUE
 We intend to generate revenues by selling our goods and services.
Therefore, we will require substantial start-up capital in order to
setup our distribution and begin operations. Hong Mei Ma, our
president, will be devoting approximately 20 hours a week of her
time to our operations.





Once we begin operations Ms. Ma has agreed
to commit up to an additional 10 hours a week if necessary.
Because Ms. Ma will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are
convenient to Ms. Ma . As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues
and a cessation of operations.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
 We are a development stage company and currently have no employees,
other than our sole officer and director. We intend to hire
additional employees when they are needed.

21

OFFICES
Our offices are currently located at Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030.  Phone:
011.86.13808821282.

MANAGEMENT OFFICERS AND DIRECTORS
 Our sole director will serve until his successor is elected and
qualified. Our sole officer is elected by the board of directors to
a term of one year and serves until his successor is duly elected
and qualified, or until she is removed from office. Our board of
directors has no nominating, auditing or compensation committees.
 The name, address, age and position of our sole officer and
director is set forth below:
 Name and Address: Hong Mei Ma, Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030.  Phone:
011.86.13808821282.

 The person named above has held his offices/positions since the
inception of our company and is expected to hold his
offices/positions until the next annual meeting of our stockholders.

BACKGROUND OF OUR SOLE OFFICER AND DIRECTOR

1991-1995 University of Zhejiang 388 Yuhangtang Road
                   Hangzhou, Zhejiang, Bachelor Degree of Computer
Science
1996-1998  University of Zhejiang 388 Yuhangtang Road
                    Hangzhou, Zhejiang Master Degree of Computer
Science
1999-Present  Chief Web Designer @ Minghui IT Group
                   301-588 Huaqiaocheng, Shenzhen, Guangdong







Ms. Ma's experience as the Chief Web Designer at Minghui IT
Group
includes the following:
*Researched and analyzed client web specification requirements
*Managed and assembled cross functional teams
*Developed and produced websites and databases
*Provided innovative and creative solutions to problem solving
*Stimulated team creativity during production phases



Ms. Ma's experience, qualifications, and skill from her
background in computer science and web design lead us to the
conclusion that the she  should serve as a director for the
registrant, in light of the registrant's business and structure. Her
general information technology and programming skills will benefit
the development of the software and hardware platform of the video
library the registrant is attempting to compile. Furthermore, in
assembling and managing the proper computer consultant team.

Ms. Ma has not held any other directorships held, or any other
directorships during the past five years.  No petition for
bankruptcy or insolvency law has been filed by or against Ms. Ma,
and Ms Ma has not been convicted in a criminal proceeding or has
been a named subject of a pending criminal proceeding nor the
subject of any order, judgment, or decree, permanently or
temporarily enjoining her from, or otherwise limiting, the following
activities.

RESEARCH AND DEVELOPMENT
 We have not incurred costs to date and are not currently conducting
any research and development activities. We do, however, have plans
to undertake research and development activities during our first
year of operation. If we are able to raise funds in this offering,
we will retain one or more third parties to conduct research and
development concerning our adapters and to develop a prototype
model. We have not yet entered into any agreements, negotiations, or
discussions with any third parties with respect to such research and
development activities. We do not intend to do so until we commence
this offering. For a detailed description see "Plan of Operation."

22

DESCRIPTION OF PROPERTY
 Our Principal executive offices are located at c/o Hong Mei Ma,
 Room 1707, 17th Floor, CTS Center 219 Zhong Shan Wu Road Guangzhou,
PR China, 510030. We believe that this space is adequate for our
current and immediately foreseeable operating needs. We do not have
any policies regarding investments in real estate, securities, or
other forms of property.

Ms. Ma is providing office space to the company for no charge.
There are no arrangements for the office to lease or pay for the
office space once the company begins operations.



MANAGEMENT'S DISCUSSION
ANALYSIS OR PLAN OF OPERATION

You should read the following plan of operation together with our
audited financial statements and related notes appearing elsewhere
in this prospectus. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those presented under "Risk Factors"
on elsewhere in this prospectus.

We are a development stage corporation and have not started
operations and have not yet generated or realized any revenues.

Our auditors have issued an opinion on our financial statements
which includes a statement describing our going concern status. This
means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills and meet our other financial
obligations. This is because we have not generated any revenues and
no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the
actual sale of the product. We must raise capital to implement our
project and stay in business. Even if we raise the maximum amount of
money in this offering, we do not know how long the money will last,
however, we do believe it will last at least twelve months.

We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues, and, as such, if
we do not raise at least $16,000 from our offering we will not have
sufficient funds to operate the company for one year. If we are
unable to raise funds, we may attempt to sell the company or file
for bankruptcy.  Our current cash resources will allow us to operate
for a further three months.

We have only one officer and director. She is responsible for our
managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When theses controls are implemented, she will be
responsible for the administration of the controls.

23

Should she not have sufficient experience, she may be incapable of
creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could
cause you to lose your investment.

Depending on the relative success of this offering, the following
table details how we intend to use the funds to execute our plan of
operation. All amounts listed below are estimates.

  
                                  
                   60%             80%     100%

General working      $4,000      $4,000       $4,000
capital

Software             $8,000      $8,000      $12,000
development costs

Sales and            $0,000      $4,000       $4,000
Marketing

Total                $12,000     $16,000     $20,000




We have no commitments or arrangements from any person to provide us
with any additional capital. If additional financing is not
available when needed, we may need to dramatically change our
business plan, sell the Company or cease operations. We do not
presently have any plans, arrangements, or agreements to sell or
merge our Company.

Assuming the 2,000,000 share offering is fully subscribed for in
this offering, we believe we can satisfy our cash requirements
during the next 12 months. We will not be conducting any product
research or development. We do not expect to purchase any
significant equipment. Further we do not expect significant changes
in the number of employees. Furthermore, any amount raised by the
offering less than 2,000,000 shares will allow this company to move
forward in developing the required software.  There is no minimum
amount of cash required to initiate development.  Funds raised by
this offering will allow for this development until the final
product has been reached or the offering time has expired, whichever
occurs first.

Upon completion of our public offering, our goal is to commence our
operations. We intend to accomplish the foregoing through the
following milestones:

   1.   Complete our public offering. We believe that we will raise
sufficient capital to begin our operations, and we believe that this
could take up to 180 days from the date the Securities and
Exchange Commission declares our offering effective. We will not
begin operations until we  have closed this offering. We intend to
concentrate all of our efforts on raising as much capital as we can
during this period.

 2.   After completion of the offering, we will immediately begin to
develop our website. We believe that our website can be fully
operational within 90 days. We also intend to design and develop our
"Video Catalogue" which will advertise our product and our prices.
In the beginning of our business operations we plan to advertise our
business on the local billboards.

24

 3.   After our website is established, we intend to begin to market
our business to potential customers and investors through our
website, our catalogue, billboard advertisement and by personal
contacts through Ms. Ma, our president. We will also design a
catalogue and deliver it to the mailboxes of the residents in the
area of the cities in China.

Within 120 days after we complete our public offering, we should be
in the position to establish our first list of distribution sites.
We will attempt to open our business on a cost-sharing basis with
potential vendors in China. If we cannot generate sufficient
revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do
and we do not have any plans to do anything else.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
 There is no historical financial information about us upon which to
base an evaluation of our performance. We are in development stage
operations and have not yet generated any revenues.
We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited
capital resources and possible cost overruns.

 In addition to this offering, we are seeking equity financing in
order to obtain the capital required to implement our business plan.

We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available to us on
satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution
to our existing shareholders.

RESULTS OF OPERATIONS
We have not yet started our proposed business operations and will
not do so until we have completed this offering. We expect to begin
operations within 120 days after we complete this offering.

Since inception, we have issued 4,000,000 shares of common stock to
our sole officer and director.

GENERAL WORKING CAPITAL
 To meet our need for cash we are attempting to raise money from
this offering.
We believe that we will be able to raise enough money through this
offering to begin operations but we cannot guarantee that once we
begin operations we will stay in business after operations have
commenced. If we are unable to successfully attract customers to
utilize our units, we may use up the proceeds from this offering and
will need to find alternative sources, like a second public
offering, a private placement of securities, or loans from our
officers or others in order for us to continue our operations. At
present, we have not made any arrangements to raise additional
capital, other than through this offering.

25

Our sole officer and director is willing to loan us money for our
operations until this offering has been completed or until the
offering period has expired.

If we need additional capital and cannot raise it we will either
have to suspend operations until we do raise the capital or cease
operations entirely. If we raise the minimum amount of money from
this offering, it will last one year.  Other than as described in
this paragraph, we have no other financing plans.

As of the date of this prospectus, we have yet to generate any
revenues from our business operations.

We issued 4,000,000 shares of common stock pursuant to an exemption
from registration contained in Regulation S of the General Rules and
Regulations promulgated under the Securities Act of 1933. This was
accounted for as a sale of common stock.

As of October 31, 2010, our total assets were $48 and our total
liabilities were $340.

We may be wrong in our estimates of funds required in order to
proceed with developing executing our general business plan
described herein. Should we need additional funds, we would attempt
to raise these funds through additional private placements or by
borrowing money. We do not have any arrangements with potential
investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in
order to proceed with the business plan or that our ability to
respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital
financing. If we are unsuccessful in securing the additional capital
needed to continue operations within the time required, we may not
be in a position to continue operations.

We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues and, as such, if
we do not raise at least $20,000 from our offering we will not have
sufficient funds to develop our units. If we are unable to raise
funds, we may attempt to sell the Company or file for bankruptcy. We
do not have any current intentions, negotiations, or arrangements to
merge or sell the Company.

We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity. In the event
such a trend develops, we believe that we will have sufficient funds
available to satisfy working capital needs through lines of credit
and the funds expected from equity sales.

OTHER
 Except for historical information contained herein, the matters set
forth above are forward-looking statements that involve certain
risks and uncertainties that could cause actual results to differ
from those in the forward-looking statements.

26

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 In September 2006, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements. This statement defines fair value,
establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosure about fair
value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurement, the
FASB having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute. This
statement does not require any new fair value measurements. However,
for some entities, the application of the statement will change
current practice. This statement is effective for financial
statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The management
of the Company does not believe that this new pronouncement will
have a material impact on its financial statements.
 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 improves financial reporting by requiring an employer
to recognize the overfunded or underfunded status of a defined
benefit postretirement plan (other than a multi-employer 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 for a not-for-profit
organization. This statement also improves financial reporting by
requiring 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 management of the Company does not believe
that this new pronouncement will have a material impact on its
financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including An
Amendment of FASB Statement No. 115," which permits entities to
measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value.
An entity would report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge
accounting provisions. The decision about whether to elect the fair
value option is applied instrument by instrument, with a few
exceptions; the decision is irrevocable; and it is applied only to
entire instruments and not to portions of instruments. SFAS No. 159
requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the
financial statements of an entity that selects different measurement
attributes for similar assets and liabilities. SFAS No. 159 is
effective for financial statements issued for fiscal years beginning
after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply
the provisions of SFAS No. 157. Upon implementation, an entity shall
report the effect of the first re-measurement to fair value as a
cumulative-effect adjustment to the opening balance of retained
earnings. Since the provisions of SFAS No. 159 are applied
prospectively, any potential impact will depend on the instruments
selected for fair value measurement at the time of implementation.
The management of the Company does not believe that this new
pronouncement will have a material impact on its financial statements.

27

OFF-BALANCE SHEET ARRANGEMENTS
 We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.

INFLATION
 The amounts presented in the financial statements do not provide
for the effect of inflation on the Company's operations or its
financial position. Amounts shown for machinery, equipment, and
leasehold improvements and for costs and expenses reflect historical
cost and do not necessarily represent replacement cost. The net
operating losses shown would be greater than reported if the effects
of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.

MARKET FOR COMMON EQUITY
RELATED STOCKHOLDER MATTERS

MARKET INFORMATION
 There has been no market for our securities. Our common stock is
not traded on any exchange or on the over-the-counter market. After
the effective date of the registration statement relating to this
prospectus, we hope to have a market maker file an application with
the Financial Industry Regulatory Authority, FINRA for our common
stock to eligible for trading on the OTC Bulletin Board. We do not
yet have a market maker who has agreed to file such application.
There is no assurance that a trading market will develop, or, if
developed, that it will be sustained. Consequently, a purchaser of
our common stock may find it difficult to resell the securities
offered herein should the purchaser desire to do so when eligible
for public resale.

DIVIDEND POLICY
 We have not declared or paid dividends on our common stock since
our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in
the future, will be at the discretion of our Board of Directors and
will depend on our then current financial condition, results of
operations, capital requirements and other factors deemed relevant
by the Board of Directors. There are no contractual restrictions on
our ability to declare or pay dividends.

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation plans.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

28

DIRECTORS AND EXECUTIVE OFFICERS
 The following table sets forth certain information regarding the
members of our Board of Directors and our executive officers as of
October 31, 2010.


                                      
Name                  Age                   Positions and
                                            Offices Held

Hong Mei Ma           37                    President and
                                            Director




Our Director will hold office until the next annual meeting of our
stockholders or until their successors are duly elected and
qualified. Set forth below is a summary description of the principal
occupation and business experience of the director over the last 5
years.

 There are no familial relationships among any of our Directors or
officers. None of our Directors or officers is a Director in any
other U.S. reporting companies except as mentioned above. None of
our Directors or officers has been affiliated with any company that
has filed for bankruptcy within the last five years. The Company is
not aware of any proceedings to which any of the Company's officers
or Directors, or any associate of any such officer or Director, is a
party that are adverse to the Company. We are also not aware of any
material interest of any of our officers or directors that is
adverse to our own interests.

Each Director of the Company serves for a term of one year or until
the successor is elected at the Company's annual stockholders'
meeting and is qualified, subject to removal by the Company's
stockholders. Each officer serves, at the pleasure of the Board of
Directors, for a term of one year and until the successor is elected
at the annual meeting of the Board of Directors and is qualified.

AUDIT COMMITTEE AND FINANCIAL EXPERT
 We do not have an audit committee or an audit committee financial
expert. Our corporate financial affairs are simple at this stage of
development and each financial transaction can be viewed by any
officer or Director at will. The policy of having no committee will
change if the constitution of one such becomes necessary as a result
of growth of the Company or as mandated by public policy.

 CODE OF ETHICS
 We do not currently have a Code of Ethics applicable to our
principal executive, financial and accounting officers; however, the
Company plans to implement such a code in the first quarter of 2010.

POTENTIAL CONFLICTS OF INTEREST
 Since we do not have an audit or compensation committee comprised
of independent Directors, the functions that would have been
performed by such committees are performed by our Board of
Directors. Thus, there is a potential conflict of interest in that
our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that
may affect management decisions. We are not aware of any other
conflicts of interest with any of our executives or Directors.

29

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 We are not aware of any material legal proceedings that have
occurred within the past five years concerning any Director,
Director nominee, or control person which involved a criminal
conviction, a pending criminal proceeding, a pending or concluded
administrative or civil proceeding limiting one's participation in
the securities or banking industries, or a finding of securities or
commodities law violations.

EXECUTIVE COMPENSATION
 We have not paid, nor do we owe, any compensation to our executive
officer. We have not paid any compensation to our officers since our
inception.

We have no employment agreements with any of our executive officers
or employees.



SUMMARY COMPENSATION TABLE

                                                            
                     
Name          Year Salary  $   Bonus $    Stock        Option      Non-Equity     Non-qualified  All Other    Total $
and                                       Awards $     Awards $    Incentive      Deferred       Compensation
Principal                                                          Plan           Compensation   $
Posit                                                              Compensation $ Earnings $
ion


Hong Mei Ma   2008 0           0          0            0           0              0              0            0
Chief
Executive


Hong Mei Ma
Chief         2009 0           0          0            0           0              0              0            0
Executive

Hong Mei Ma
Chief         2010 0           0          0            0           0              0              0            0
Executive


 (1)  We were incorporated on October 29, 2009.




OPTION/SAR GRANTS
 We do not currently have a stock option plan. No individual grants
of stock options, whether or not in tandem with stock appreciation
rights known as SARs or freestanding SARs have been made to any
executive officer or any Director since our inception; accordingly,
no stock options have been granted or exercised by any of the
officers or Directors since we were founded.

LONG-TERM INCENTIVE PLANS AND AWARDS
 We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No
individual grants or agreements regarding future payouts under
non-stock price-based plans have been made to any executive officer
or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by our
officer or Director or employees or consultants since we were founded.

30

COMPENSATION OF DIRECTORS
 There are no arrangements pursuant to which our Director is or will
be compensated in the future for any services provided as a Director.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
CHANGE-IN-CONTROL ARRANGEMENTS
 There are currently no employment agreements or other contracts or
arrangements with our officers or Directors. There are no
compensation plans or arrangements, including payments to be made by
us, with respect to our officers, Directors or consultants that
would result from the resignation, retirement or any other
termination of any of our Directors, officers or consultants. There
are no arrangements for our Directors, officers, employees or
consultants that would result from a change-in-control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Other than the transactions discussed below, we have not entered
into any transaction nor are there any proposed transactions in
which our Director, executive officer, stockholders or any member of
the immediate family of the foregoing had or is to have a direct or
indirect material interest.

On October 29, 2009, we subscribed 4, 000, 000 shares of our common
stock to Ms. Hong Mei Ma our President and Director, for a payment
of $4,000. 2008.  We believe this issuance was deemed to be exempt
under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering
and sale were made only to a non-U.S. citizen, and transfer was
restricted by us in accordance with the requirements of the
Securities Act of 1933.

On October 29, 2009, Ms. Hong Mei Ma loaned the company $340.

DIRECTOR INDEPENDENCE
 We are not subject to listing requirements of any national
securities exchange or national securities association and, as a
result, we are not at this time required to have our board comprised
of a majority of independent Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(i) The following table sets forth certain information concerning
the ownership of the Common Stock by (a) each person who, to the
best of our knowledge, beneficially owned on that date more than 5%
of our outstanding common stock, (b) each of our Directors and
executive officers and (c) all current Directors and executive
officers as a group.


                                                            
Name and Address of Beneficial   Number of Shares of Common   Percent of common stock
owner                            Sotck Beneficially Owned or  beneficially owned or right
                                 Right to direct vote (1)




Hong Mei Ma                      4,000,000                        100%


31

(1) Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission (the "SEC") and generally
includes voting or investment power with respect to securities. In
accordance with SEC rules, shares of common stock issuable upon the
exercise of options or warrants which are currently exercisable or
which become exercisable within 60 days following the date of the
information in this table are deemed to be beneficially owned by,
and outstanding with respect to, the holder of such option or
warrant. Except as indicated by footnote, and subject to community
property laws where applicable, to our knowledge, each person listed
is believed to have sole voting and investment power with respect to
all shares of common stock owned by such person.

 LEGAL PROCEEDINGS
  There are no pending legal proceedings to which the Company
 or any Director, officer or affiliate of the Company, any
 owner of record or beneficial holder of more than 5% of any
 class of voting securities of the Company, or security holder
 is a party that is adverse to the Company. The Company's
 property is not the subject of any pending legal proceedings.

 DESCRIPTION OF SECURITIES
  The following description of our capital stock is a summary
 and is qualified in its entirety by the provisions of our
 Articles of Incorporation, with amendments, all of which have
 been filed as exhibits to our registration statement of which
 this prospectus is a part.

 OUR COMMON STOCK
  We are authorized to issue 2,000,000, shares of our Common
 Stock, $0.001 par value, of which, as of October 29, 2009
 2,000,000 shares are issued and outstanding. Holders of shares
 of common stock are entitled to one vote for each share on all
 matters to be voted on by the stockholders. Holders of common
 stock do not have cumulative voting rights. Holders of common
 stock are entitled to share ratebly in dividends, if any, as
 may be declared from time to time by the Board of Directors in
 its discretion from funds legally available therefore. In the
 event of our liquidation, dissolution, or winding up, the
 holders of common stock are entitled to share pro rata all
 assets remaining after payment in full of all liabilities. All
 of the outstanding shares of common stock are fully paid and
 non-assessable. Holders of common stock have no pre-emptive
 rights to purchase our common stock. There are no conversion
 or redemption rights or sinking fund provisions with respect
 to the common stock.

 OUR PREFERRED STOCK
  We are not authorized to issue shares of preferred stock.

  PLAN OF DISTRIBUTION
  We are offering for sale a maximum of 2,000,000 shares of our
 common stock in a self-underwritten offering directly to the
 public at a price of $0.01 per share. There is no minimum
 amount of shares that we must sell in our direct offering, and
 therefore no minimum amount of proceeds will be raised. No
 arrangements have been made to place funds into escrow or any
 similar account. Upon receipt, offering proceeds will be
 deposited into our operating account and used to conduct our
 business and operations. We are offering the shares without
 any underwriting discounts or commissions. The purchase price
 is $0.01 per share. If all 4,000,000 shares are not sold
 within 180 days from the date hereof, (which may be extended
 an additional 90 days in our sole discretion), the offering
 for the balance of the shares will terminate and no further
 shares will be sold.

32

 Our offering price of $0.01 per share was arbitrarily decided
 upon by our management and is not based upon earnings or
 operating history, does not reflect our actual value, and
 bears no relation to our earnings, assets, book value, net
 worth, or any other recognized criteria of value. No
 independent investment banking firm has been retained to
 assist in determining the offering price for the shares. Such
 offering price was not based on the price of the issuance to
 our founders. Accordingly, the offering price should not be
 regarded as an indication of any future price of our stock.

 We anticipate applying for trading of our common stock on the
 over-the-counter (OTC) Bulletin Board upon the effectiveness
 of the registration statement of which this prospectus forms a
 part. To have our securities quoted on the OTC Bulletin Board
 we must: (1) be a company that reports its current financial
 information to the Securities and Exchange Commission, banking
 regulators or insurance regulators; and (2) has at least one
 market maker who completes and files a Form 211 with NASD
 Regulation, Inc. The OTC Bulletin Board differs substantially
 from national and regional stock exchanges because it (1)
 operates through communication of bids, offers and
 confirmations between broker-dealers, rather than one
 centralized market or exchange; and, (2) securities admitted
 to quotation are offered by one or more broker-dealers rather
 than "specialists" which operate in stock exchanges. We have
 not yet engaged a market maker to assist us to apply for
 quotation on the OTC Bulletin Board and we are not able to
 determine the length of time that such application process
 will take. Such time frame is dependent on comments we
 receive, if any, from the NASD regarding our Form 211
 application.

 There is currently no market for our shares of common stock.
 There can be no assurance that a market for our common stock
 will be established or that, if established, such market will
 be sustained. Therefore, purchasers of our shares registered
 hereunder may be unable to sell their securities, because
 there may not be a public market for our securities. As a
 result, you may find it more difficult to dispose of, or
 obtain accurate quotes of our common stock. Any purchaser of
 our securities should be in a financial position to bear the
 risks of losing their entire investment.
  We intend to sell the shares in this offering through Ms.
 Hong Mei Ma who is the officer of the Company. She will
 receive no commission from the sale of any shares. She will
 not register as a broker-dealer under section 15 of the
 Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.
 Rule 3a4-1 sets forth those conditions under which a person
 associated with an issuer may participate in the offering of
 the issuer's securities and not be deemed to be a
 broker/dealer. The conditions are that:

 1. The person is not statutorily disqualified, as that term is
 defined in Section 3(a)(39) of the Act, at the time of his
 participation; and,

 2. The person is not compensated in connection with his
 participation by the payment of commissions or other
 remuneration based either directly or indirectly on
 transactions in securities;

33

 3. The person is not at the time of their participation, an
 associated person of a broker/dealer; and,

  4. The person meets the conditions of Paragraph (a)(4)(ii) of
 Rule 3a4-1 of the Exchange Act, in that she (A) primarily
 performs, or is intended primarily to perform at the end of
 the offering, substantial duties for or on behalf of the
 Issuer otherwise than in connection with transactions in
 securities; and (B) is not a broker or dealer, or an
 associated person of a broker or dealer, within the preceding
 twelve (12) months; and (C) do not participate in selling and
 offering of securities for any Issuer more than once every
 twelve (12) months other than in reliance on Paragraphs
 (a)(4)(i) or (a)(4)(iii).

 Hong Mei Ma is not statutorily disqualified, is not being
 compensated, and is not associated with a broker/dealer. She
 is and will continue to be our officer at the end of the
 offering and has not been during the last twelve months and is
 currently not a broker/dealer or associated with a
 broker/dealer. She has not during the last twelve months and
 will not in the next twelve months offer or sell securities
 for another corporation.

 She will not utilize the Internet to advertise our offering.

  OFFERING PERIOD AND EXPIRATION DATE
  This offering will start on the date of this registration
 statement is declared effective by the SEC and continue for a
 period of 180 days. We may extend the offering period for an
 additional 90 days, or unless the offering is completed or
 otherwise terminated by us. We will not accept any money until
 this registration statement is declared effective by the SEC.

 PROCEDURES FOR SUBSCRIBING
  We will not accept any money until this registration
 statement is declared effective by the SEC. Once the
 registration statement is declared effective by the SEC, if
 you decide to subscribe for any shares in this offering, you
 must:

  1. execute and deliver a subscription agreement

 2. deliver cash, a check or certified funds to us for
 acceptance or rejection.

  All checks for subscriptions must be made payable to "Vibe
 Ventures Inc."

  RIGHT TO REJECT SUBSCRIPTIONS
  We have the right to accept or reject subscriptions in whole
 or in part, for any reason or for no reason. All monies from
 rejected subscriptions will be returned immediately by us to
 the subscriber, without interest or deductions.

 UNDERWRITERS
  We have no underwriter and do not intend to have one. In the
 event that we sell or intend to sell by means of any
 arrangement with an underwriter, then we will file a
 post-effective amendment to this S-1 to accurately reflect the
 changes to us and our financial affairs and any new risk
 factors, and in particular to disclose such material relevant
 to this Plan of Distribution.

34

  REGULATION M
  We are subject to Regulation M of the Securities Exchange Act
 of 1934. Regulation M governs activities of underwriters,
 issuers, selling security holders, and others in connection
 with offerings of securities. Regulation M prohibits
 distribution participants and their affiliated purchasers from
 bidding for purchasing or attempting to induce any person to
 bid for or purchase the securities being distribute.

  SECTION 15(G) OF THE EXCHANGE ACT
  Our shares are covered by Section 15(g) of the Securities
 Exchange Act of 1934, as amended, and Rules 15g-1 through
 15g-6 promulgated there under. They impose additional sales
 practice requirements on broker/dealers who sell our
 securities to persons other than established customers and
 accredited investors (generally institutions with assets in
 excess of $5,000,000 or individuals with net worth in excess
 of $1,000,000 or annual income exceeding $200,000 or $300,000
 jointly with their spouses).

 Rule 15g-1 exempts a number of specific transactions from the
 scope of the penny stock rules.

 Rule 15g-2 declares unlawful broker/dealer transactions in
 penny stocks unless the broker/dealer has first provided to
 the customer a standardized disclosure document.

  Rule 15g-3 provides that it is unlawful for a broker/dealer
 to engage in a penny stock transaction unless the
 broker/dealer first discloses and subsequently confirms to the
 customer current quotation prices or similar market
 information concerning the penny stock in question.

  Rule 15g-4 prohibits broker/dealers from completing penny
 stock transactions for a customer unless the broker/dealer
 first discloses to the customer the amount of compensation or
 other remuneration received as a result of the penny stock
 transaction.

 Rule 15g-5 requires that a broker/dealer executing a penny
 stock transaction, other than one exempt under Rule 15g-1,
 disclose to its customer, at the time of or prior to the
 transaction, information about the sales persons compensation.

  Rule 15g-6 requires broker/dealers selling penny stocks to
 provide their customers with monthly account statements.

  Rule 15g-9 requires broker/dealers to approve the transaction
 for the customer's account; obtain a written agreement from
 the customer setting forth the identity and quantity of the
 stock being purchased; obtain from the customer information
 regarding his investment experience; make a determination that
 the investment is suitable for the investor; deliver to the
 customer a written statement for the basis for the suitability
 determination; notify the customer of his rights and remedies
 in cases of fraud in penny stock transactions; and, the NASD's
 toll free telephone number and the central number of the North
 American Administrators Association, for information on the
 disciplinary history of broker/dealers and their associated
 persons.

35

  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
 AND FINANCIAL DISCLOSURE
  There have not been any changes in or disagreements with our
 auditors on accounting and financial disclosure or any other
 matter.

 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
  Our Certificate of Incorporation, as amended, provides to the
 fullest extent permitted by Nevada law, our Directors, or
 officers shall not be personally liable to us or our
 stockholders for damages for breach of such Director's or
 officer's fiduciary duty. The effect of this provision of our
 Articles of Incorporation, as amended, is to eliminate our
 right and our stockholders (through stockholders' derivative
 suits on behalf of our Company) to recover damages against a
 Director or officer for breach of the fiduciary duty of care
 as a Director or officer (including breaches resulting from
 negligent or grossly negligent behavior), except under certain
 situations defined by statute. We believe that the
 indemnification provisions in our Certificate of
 Incorporation, as amended, are necessary to attract and retain
 qualified persons as Directors and officers.

 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 defence 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.

 LEGAL MATTERS
  The validity of the securities offered hereby will be passed
 upon for us by the law firm of  Fletcher A. Robbe of F.
 Robbe International.

  EXPERTS
  Our financial statements as of October 31, 2009 and
  October 31, 2010 and for the periods then ended and
  cumulative from inception (October 29, 2009), appearing in
  this prospectus and registration statement
 have been audited by Kenne Ruan, CPA, LLC, an independent
 Registered Public Accounting Firm as set forth on their
 report thereon appearing elsewhere in this prospectus, and are
 included in reliance upon such report given upon the authority
 of such firm as experts in accounting and auditing.

 INTEREST OF NAMED EXPERTS AND COUNSEL
  No expert or counsel named in this prospectus as having
 prepared or certified any part of this prospectus or having
 given an opinion upon the validity of the securities being
 registered or upon other legal matters in connection with the
 registration or offering of the common stock was employed on a
 contingency basis or had, or is to receive, in connection with
 the offering, a substantial interest, directly or indirectly,
 in the Registrant or any of its parents or subsidiaries. Nor
 was any such person connected with the Registrant or any of
 its parents, subsidiaries as a promoter, managing or principal
 underwriter, voting trustee, Director, officer, or employee.

36

 AVAILABLE INFORMATION
  We have filed a registration statement on Form S-1 under the
 Securities Act of 1933, as amended, relating to the shares of
 common stock being offered by this prospectus, and reference
 is made to such registration statement. This prospectus
 constitutes the prospectus of Vibe Ventures Inc. filed as part
 of the registration statement, and it does not contain all
 information in the registration statement, as certain portions
 have been omitted in accordance with the rules and regulations
 of the Securities and Exchange Commission.

 We are subject to the informational requirements of the
 Securities Exchange Act of 1934 which requires us to file
 reports, proxy statements and other information with the
 Securities and Exchange Commission. Such reports, proxy
 statements and other information may be inspected at public
 reference facilities of the SEC at 100 F Street N.E.,
 Washington D.C. 20549. Copies of such material can be obtained
 from the Public Reference Section of the SEC at 100 F Street
 N.E., Washington, D.C. 20549 at prescribed rates. Because we
 file documents electronically with the SEC, you may also
 obtain this information by visiting the SEC's Internet website
 at http://www.sec.gov.

 We will provide audited financial statements to our
 stockholders on an annual basis; the statements will be
 prepared by Kenne Ruan CPA, PLLC 40 Hemlock Hollow Road,
 Woodbridge, CT, USA, 06525 telephone: 203-824-0441.
 The Company may have limited reporting obligations under
 Section 15(d) of the Securities Exchange Act of 1934 (the
 "Exchange Act"). The Company is required to file periodic
 reports with the SEC when the Company issues any class of
 securities for which a registration statement is filed
 pursuant to the Securities Act of 1933 (The "Securities Act").
 The reporting obligations under Section 15 (d) are
 automatically suspended when (1) the Company lists said equity
 on an exchange), or (2) at the beginning of the Company's
 fiscal year, the class of securities covered by the
 registration statement is held of record by fewer than 300
 persons.

37


                        Vibe Ventures Inc.
                  (A Development Stage Company)
                         Balance Sheets
                AS at January 31, 2011 and October 31, 2010

      
                                                                   
                              January          October
                              31, 2011         31, 2010




Assets

Current Assets - Cash and      $46             $48
Cash Equivalents

Website Development Costs      -               -

TOTAL ASSETS                   $46             $48

Liabilities

Current Liabilities

             Accounts Payable  -               -
and Accrued Liabilities -
Related Party

             Shareholder Loan  $340            $340

TOTAL CURRENT LIABILITIES      -               -

Stockholders' Equity - Common
Stock

                               $4,000          $4,000
Authorized:4,000,000 common
shares at $0.01 par value

             Deficit           $(4,294)        $(4,292)
Accumulated during
Development Stage

TOTAL STOCKHOLDERS' EQUITY     $(294)          $(292)

TOTAL LIABILITIES AND          $46             $48
STOCKHOLDERS'  EQUITY


                       Statement of Cash Flows
        For the Three Months Ended January 31, 2011 and January
        31, 2010 and the Period from October 29, 2009 (Inception)
                   to January 31. 2011 (Unaudited)


                                                                 
                            For the         For the
                            Three Months    Three Months   October 29,2009
                            Ended January   Ended January  (Inception) to
                            31, 2011        31, 2010       January 31, 2011

Cash Flow from Operating
Activities

Net loss for the Period     $(2)           $(1,515)         $  (4,294)

Imputed interest on         -               -               -
related party transactions

Changes in non-cash
working capital items

               Accounts     -               -              -
payable and accrued
liabilities

Net Cash Flow Used in       $(2)           $(1,515)        $ (4,294)
Operating Activities

Financing Activities

               Share        -               -              $4,000
Capital Contribution

               Shareholder  -               -              $340
Loan

Net Cash Flow Provided by   -               -              $4,340
Financing Activities

Net Change in Cash          $(2)           $(1,515)        $46

Cash, Beginning of Period   $48            $4,083           -

Cash, End of Period         $46            $2,568          $46

The accompanying notes are an integral part of these financial
statements.
                       Statements of Operations
           For the Three Months Ended January 31, 2011 and January
           31, 2010 andhe Period from October 31, 2009 (Inception) to
                          January 31, 2011 (Unaudited)
38

                                                                  
General and         For the Three  For the Three  October 29,
Administrative      Months Ended   Months Ended   2009 (Inception)
Expenses            January 31,    January 31     to January 31,
                    2011           2010           2011






Filing Fees         -             -             $2,194

Bank Charges        $2             $15           $80

Wiring Fees         -             -             -

Professional Fees   -             $1,500        $1,720

Operating Loss      $(2)          $(1,515)      $(4,294)

Net (loss) for the  $(2)          $(1,515)      $(4,294)
period

Net (loss) per      -             -             -
share - Basic and
Diluted

Weighted Average    4,000,000     4,000,000     4,000,000
Shares Outstanding
- Basic and Diluted

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




                    Statements of Stockholders' Equity
                        (Expressed in U.S. Dollars)
                            January 31, 2011

      
                                                                     
                Common Stock                      Additional       Deficit          Total
                Shares           Amount           Paid-in Capital  Accumulated      Stockholders'
                                                                   During the       Equity
                                                                   Developmental
                                                                   Stage

Common Stock
issued for      4,000,000        $4,000                                             $4,000
cash at $0.001
per share,
October 31,
2009

Net Loss for
the Year End                                                       $(257)           $(257)
October 31,
2009 (Audited)

Balance, as at
October 31, 2009 4,000,000       $4,000           -                $(257)           $3,743


Common stock
issued for cash
at $0.001 per    4,000,000	 $4,000		  -		   -	            -
share, January
31, 2011



Net Loss for                                                       $(4,294)         $(4,294)
the year end
January 31,
2011

Balance, as at  4,000,000        $4,000           -                $(4,294)          $(294)
January 31,
2011



The accompanying notes are an integral part of these financial
statements.
39

Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Three Months Ended January 31, 2011

NOTE 1 - Nature and Continuance of Operations
The Company is a development stage company, which was
incorporated on October 29, 2009. Operations started on
that Date.

These financial statements have been prepared on a going
concern basis. The company has accumulated a deficit of
$ 4,294 since its inception and has yet to achieve profitable
operations and further losses are anticipated in the
development of its business, raising substantial doubt about
the Company's ability to continue as a going concern. Its
ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in
the future and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal
business operations when they come due. Management plans to
continue to provide for its working capital needs by seeking
loans from its shareholders. These financial statements do not
include any adjustments to the recoverability and classification
of assets, or the amount and classification of liabilities that
may be necessary should the Company be unable to continue as a
going concern.

The Company's year-end is October 31.

NOTE 2 - Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in
the United States of America. Because a precise determination
of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using
careful judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been
properly prepared within the framework of the significant
accounting policies summarized below:

Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC) Topic 915 Development Stage Entities for its
characterization of the Company as development stage.

Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance ASC
Topic 360, "Accounting for the Impairment or Disposal of Long-
lived Assets". Under ASC Topic 360, long-lived assets are tested
for recoverability whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized or the amount, if any, which the
carrying value of the asset exceeds the fair value.

Foreign Currency Translation
The Company is located and operating outside of the United States
of America. It maintains its accounting records in U.S. Dollars,
as follows:

At the transaction date, each asset, liability, revenue, and expense
is translated into U.S. dollars by the use of exchange rates in
effect at that date. At the period end, monetary assets and liabilities
are remeasured by using the exchange rate in effect at that date.
The resulting foreign exchange gains and losses are included in
operations.

The Company's currency exposure is insignificant and immaterial and
we do not use derivative instruments to reduce its potential exposure
to foreign currency risk.

Financial Instruments
The carrying value of the Company's financial instruments
consisting of cash equivalents and accounts payable and accrued
liabilities approximates their fair value because of the short maturity
of these instruments. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.

Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740 "Accounting for Income
Taxes".  Under this method, deferred tax assts and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled.

Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic net
loss per common share is computed by dividing net loss available to
common stockholders by the weighted average     number of common shares
outstanding. Diluted net loss per common share is computed similar to
basic net loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. As at January 31, 2011, diluted
net loss per share is equivalent to basic net loss per share.

Stock Based Compensation
The Company accounts for stock options and similar equity instruments
issued in accordance with ASC Topic 718, " Compensation- Stock
Compensation".  Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair
value at the grant date, and expensed over the expected vesting period.
Transactions in which goods or services are received in exchange for the
issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable. ASC Topic 718, requires
excess tax benefits be reported as a financing cash inflow rather than
as a reduction of taxes paid.

The Company did not grant any stock options during the period ended January
31, 2011.

40

Comprehensive Income
The Company adopted FASB Topic 220, Reporting Comprehensive Income, which
establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. The Company is disclosing this
information on its Statement of Stockholders' Equity.  Comprehensive income
comprises equity except those resulting from investments by owners and
distributions to owners.

The Company has no elements of "other comprehensive income" during the
period ended January 31, 2011.

New Accounting Standards
Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on
the accompanying financial statements.

NOTE 3- Capital Stock
On October 18, 2009, the Company issued 3,000,000 common shares at $0.001 per
share to the sole director of the Company for the total proceeds of $3,000.

NOTE 4- Related Party Transactions
The Company's sole officer has loaned the company $340 without interest and
fixed term of repayment.




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Vibe Ventures Inc.
(A  Development Stage Company)


We have audited the accompanying balance sheets of Vibe
Ventures Inc.(A development stage company) as of October 31,
2010 and 2009, and the related statements of operations,
stockholders' equity and cash flows for the period October 29,
2009 (date of inception) to October 31, 2010. These financial
statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Vibe
Ventures Inc. as of October 31, 2010 and 2009, and the results of
its operations and its cash flows for the period October 29, 2009
(date of inception) to October 31, 2010 in conformity with
accounting principles generally accepted in the United States of
America.

The financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1
 to the financial statements, the Companys losses from operations
 raise substantial doubt about its ability to continue as a going
 concern.  The financial statements do not include any adjustments
 that might result from the outcome of this uncertainty.




/s/Kenne Ruan, CPA, P.C.

Woodbridge, Connecticut
February 15, 2011

41


                        Vibe Ventures Inc.
                  (A Development Stage Company)
                         Balance Sheets
                AS at October 31, 2010 and October 31, 2009

      
                                                                   
                              October          October
                              31, 2010         31, 2009




Assets

Current Assets - Cash and      $48             $4,083
Cash Equivalents

Website Development Costs      -               -

TOTAL ASSETS                   $48             $4,083

Liabilities

Current Liabilities

             Accounts Payable  -               -
and Accrued Liabilities -
Related Party

             Shareholder Loan  $340            $340

TOTAL CURRENT LIABILITIES      -               -

Stockholders' Equity - Common
Stock

                               $4,000          $4,000
Authorized:4,000,000 common
shares at $0.01 par value

             Deficit           $(4,292)        $(257)
Accumulated during
Development Stage

TOTAL STOCKHOLDERS' EQUITY     $(292)          $3,743

TOTAL LIABILITIES AND          $48             $4,083
STOCKHOLDERS'  EQUITY


                       Statement of Cash Flows
        For the Year Ended October 31, 2010 and October 31,
          2009 and the Period from October 29, 2009 (Inception)
                   to October 31, 2010 (Unaudited)


                                                                 
                            For the Year    For the Year   October 29,2009
                            Ended October   Ended October  (Inception) to
                            31, 2010        31, 2009       October 31, 2010

Cash Flow from Operating
Activities

Net loss for the Period     $(4,035)        $(257)         $  (4,292)

Imputed interest on         -               -              -
related party transactions

Changes in non-cash
working capital items

               Accounts     -               -              -
payable and accrued
liabilities

Net Cash Flow Used in       $(4,035)        $(257)         $  (4,292)
Operating Activities

Financing Activities

               Share        -               $ 4,000        $4,000
Capital Contribution

               Shareholder  -               $340           $340
Loan

Net Cash Flow Provided by   -               $ 4,340        $4,340
Financing Activities

Net Change in Cash          $(4,035)        $4,083         $48

Cash, Beginning of Period   $4,083          -              -

Cash, End of Period         $48             $4,083         $48

The accompanying notes are an integral part of these financial
statements.
                       Statements of Operations
           For the Year Ended October 31, 2010 and October 31, 2009
           and the Period from October 31, 2009 (Inception) to
                          October 31, 2010
42

                                                                  
General and         For the Year  For the Year  October 29,
Administrative      Ended         Ended         2009 (Inception)
Expenses            October 31,   October 31    to October 31,
                    2010          2009          2010






Filing Fees         $2,000        $194          $2,194

Bank Charges        $15           $63           $78

Wiring Fees         -             -             -

Professional Fees   $1,720        -             $1,720

Operating Loss      $(4,035)      $(257)        $(4,292)

Net (loss) for the  $(4,035)      $(257)        $(4,292)
period

Net (loss) per      -             -             -
share - Basic and
Diluted

Weighted Average    4,000,000     4,000,000     4,000,000
Shares Outstanding
- Basic and Diluted

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




                    Statements of Stockholders' Equity
                        (Expressed in U.S. Dollars)
                            October 31, 2010

      
                                                                     
                Common Stock                      Additional       Deficit          Total
                Shares           Amount           Paid-in Capital  Accumulated      Stockholders'
                                                                   During the       Equity
                                                                   Developmental
                                                                   Stage

Common Stock
issued for      4,000,000        $4,000                                             $4,000
cash at $0.001
per share,
October 31,
2009

Net Loss for
the Year End                                                       $(257)           $(257)
October 31,
2009 (Audited)

Balance, as at
October 31, 2009 4,000,000       $4,000           -                $(257)           $3,743


Common stock
issued for cash
at $0.001 per    4,000,000	 $4,000		  -		   -	            -
share, October
31, 2010



Net Loss for                                                       $(4,292)         $(4,292)
the year end
October 31,
2010

Balance, as at  4,000,000        $4,000           -                $(4,292)          $(292)
October 31,
2010



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




43

Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2010

NOTE 1  Nature and Continuance of Operations
The Company is a development stage company, which was incorporated
on October 29, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern
basis. The company has accumulated a deficit of $ 4,292 since its
inception and has yet to achieve profitable operations and further
losses are anticipated in the development of its business, raising
substantial doubt about the Companys ability to continue as a going
 concern. Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations
in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management plans to continue to
provide for its working capital needs by seeking loans from its
shareholders. These financial statements do not include any
adjustments to the recoverability and classification of assets, or
the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.

The Companys year-end is October 31.

NOTE 2 - Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly
 prepared within the framework of the significant accounting
policies summarized below:

Development Stage Company
The Company complies with the FASB Accounting Standards Codification
 (ASC) Topic 915 Development Stage Entities for its characterization
 of the Company as development stage.

Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance ASC
Topic 360, "Accounting for the Impairment or Disposal of Long-
lived Assets". Under ASC Topic 360, long-lived assets are tested
for recoverability whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. An
impairment charge is recognized or the amount, if any, which the
carrying value of the asset exceeds the fair value.

Foreign Currency Translation
The Company is located and operating outside of the United States of
 America. It maintains its accounting records in U.S. Dollars, as
follows:

At the transaction date, each asset, liability, revenue, and expense
 is translated into U.S. dollars by the use of exchange rates in
effect at that date. At the period end, monetary assets and
liabilities are remeasured by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are
included in operations.

44

The Company's currency exposure is insignificant and immaterial and
we do not use derivative instruments to reduce its potential
exposure to foreign currency risk.

Financial Instruments
The carrying value of the Company's financial instruments consisting
 of cash equivalents and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
 instruments. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or
 credit risks arising from these financial instruments.

Income Taxes
The Company uses the assets and liability method of accounting for
income taxes in accordance with FASB Topic 740 "Accounting for
Income Taxes".  Under this method, deferred tax assts and
liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
 in the years in which those temporary differences are expected to
be recovered or settled.

Basic and Diluted Net Loss Per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic
net loss per common share is computed by dividing net loss available
 to common stockholders by the weighted average     number of common
 shares outstanding. Diluted net loss per common share is computed
similar to basic net loss per common share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. As at October 31, 2010, diluted net loss per share is
equivalent to basic net loss per share.

Stock Based Compensation
The Company accounts for stock options and similar equity instruments
 issued in accordance with ASC Topic 718, " Compensation- Stock
Compensation".  Accordingly, compensation costs attributable to
stock options or similar equity instruments granted are measured at
the fair value at the grant date, and expensed over the expected
vesting period.   Transactions in which goods or services are
received in exchange for the issuance of equity instruments are
accounted for based on the fair value of the consideration received
 or the fair value of the equity instruments issued, whichever is
more reliably measurable. ASC Topic 718, requires excess tax
benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

The Company did not grant any stock options during the period ended
October 31, 2010.

Comprehensive Income
The Company adopted FASB Topic 220, Reporting Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The
Company is disclosing this information on its Statement of
Stockholders' Equity.  Comprehensive income comprises equity except
those resulting from investments by owners and distributions to
owners.

The Company has no elements of "other comprehensive income" during
the period ended October 31, 2010.

New Accounting Standards
Management does not believe that any recently issued, but not yet
effective accounting standards if currently adopted could have a
material effect on the accompanying financial statements.

NOTE 3- Capital Stock
On October 18, 2009, the Company issued 3,000,000 common shares at
$0.001 per share to the sole director of the Company for the total
proceeds of $3,000.

NOTE 4- Related Party Transactions
The Companys sole officer has loaned the company $340 without
interest and fixed term of repayment.


45


                       Vibe Ventures Inc.
                  (A Development Stage Company)
                         Balance Sheets
                    As of October  31, 2009 and July 31, 2010

      
                                                                   
                             As of July       As of April,   As of January,  As of October,
                             31, 2010         30, 2010        31, 2010       31, 2009
                            (Unaudited)      (Unaudited)     (unaudited)    (Audited)



Assets

Current Assets - Cash and      $568            $568            $2,568          $ 4,083
Cash Equivalents

Website Development Costs      -               -               -               -

TOTAL ASSETS                   $568            $568            $2,568          $ 4,083

Liabilities

Current Liabilities

             Accounts Payable  -               -               -               -
and Accrued Liabilities -
Related Party

             Shareholder Loan  $340            $340            $340            $340

TOTAL CURRENT LIABILITIES      -               -               $340            $340

Stockholders' Equity - Common
Stock

                               $4,000          $4,000          $4,000          $4,000
Authorized:4,000,000 common
shares at $0.01 par value

             Deficit           $(3,772)        $(3,772)        $(1,772)        $(257)
Accumulated during
Development Stage

TOTAL STOCKHOLDERS' EQUITY     $228            $228            $2,228          $3,743

TOTAL LIABILITIES AND          $568            $568            $2,568          $4,083
STOCKHOLDERS'  EQUITY


                       Statement of Cash Flows
         For the Period from October 29,2009 (Inception) to
                  October 31, 2009 and July 31, 2010


                                                                 
                            As of July 31,  As of April    As of  January    As of October 31,
                            2010            30, 2010       31, 2010          2009 (Audited)
                            (Unaudited)     (Unaudited)    (Unaudited)

Cash Flow from Operating
Activities

Net loss for the Period     -               $(2,000)       $  (1,515)        $(257)

Imputed interest on         -               -              -                 -
related party transactions

Changes in non-cash
working capital items

               Accounts     -               -              -                 -
payable and accrued
liabilities

Net Cash Flow Used in       -               $(2,000)       $(1,515)          $(257)
Operating Activities

Financing Activities

               Share        -               -              -                 $4,000
Capital Contribution

               Shareholder  -               -              -                 $340
Loan

Net Cash Flow Provided by   -               -              -                 $4,340
Financing Activities

Net Change in Cash          -               $(2,000)       $(1,515)          $4,083

Cash, Beginning of Period   $568            $2,568         $4,083            -

Cash, End of Period         $568            $568           $2,568            $4,083

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

46
                       Statements of Operations
           For the Period from October 29, 2009 (Inception)
               to October 31, 2009 and January 31, 2010


                                                                  
General and         For the Nine  For the       For the     For the     For the     For the
Administrative      Months Ended  Three Months  Three       Three       Year Ended  Period From
Expenses            July 31,      Ended July    Months      Months      October     Inception
                    2010          31, 2010      Ended       Ended       31, 2009    (October
                    (Unaudited)   (Unaudited)   April 30,   January     (Unaudited) 29, 2006)
                                                2010        31, 2010                to July 31,
                                                (Unaudited) (Unaudited)             2010
                                                                                    (Audited)


Filing Fees         -             -             $2,000      -           $194        $2,194

Bank Charges        -             -             -           $15         $20         $35

Wiring Fees         -             -             -           -           $43         43

Professional Fees   -             -             -           $1,500      -           $1,500

Operating Loss      -             -             $(2,000)    $(1,515)    $(257)      $(3,772)

Net (loss) for the  -             -             $(2,000)    $(1,515)    $(257)      $(3,772)
period

Net (loss) per      -             -             -           -           -           -
share - Basic and
Diluted

Weighted Average    4,000,000     4,000,000     4,000,000   4,000,000   4,000,000   4,000,000
Shares Outstanding
- Basic and Diluted

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




                    Statements of Stockholders' Equity
                        (Expressed in U.S. Dollars)
                    October 31, 2009 and July 31, 2010

      
                                                                     
                Common Stock                      Additional       Deficit          Total
                Shares           Amount           Paid-in Capital  Accumulated      Stockholders'
                                                                   During the       Equity
                                                                   Developmental
                                                                   Stage

Common Stock
issued for      4,000,000        $4,000                                             $4,000
cash at $0.001
per share,
October 31,
2009

Net Loss for
the Year End                                                       $(257)           $(257)
October 31,
2009 (Audited)

Net Loss for
the period End                                                     $(1,515)         $(1,515)
January 31,
2010

Balance, as at
January 31,     4,000,000        $4,000           -                $(1,772)         $2,228
2009
(Unaudited)

Net Loss for                                                       $(2,000)         $(2,000)
the Period
Ended April
30, 2010

Balance, as at  4,000,000        $4,000           -                $3,772           $228
April 30, 2010
(Unaudited)

Net Loss for    -                -                -                -                -
the Period
Ended July 31,
2010

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


47

                        Vibe Ventures Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
               For the Year Ended October 31, 2009 to
                the nine months ended July 31, 2010



   1.       Nature and Continuance of Operations
 The Company is a development stage company, which was
 incorporated on October 29, 2009.
 Operations started on that Date.

The company has incurred a deficit of $ 3,772.00 since its
 inception. The nine months ended interim financial statements have
are unaudited.

 The Company's year-end is October 31.

 2.       Capital Stock
 On October 18, 2009, the Company issued 4,000,000 common
 shares at $0.001 per share to the sole director of the Company
 for the total proceeds of $4,000.

 3.       Related Party Transactions
 The Company's sole officer has loaned the company $340.00
 without interest and fixed term of repayment.

 4.       Summary of Significant Accounting Policies
 The financial statements of the Company have been prepared in
 accordance with accounting principles generally accepted in
 the United States of America. Because a precise determination
 of many assets and liabilities is dependent upon future
 events, the preparation of financial statements for a period
 necessarily involves the use of estimates, which have been
 made using careful judgment. Actual results may vary from
 these estimates.

 The financial statements have, in management's opinion, been
 properly prepared within the framework of the significant
 accounting policies summarized below:

 Development Stage Company
 The Company complies with the FASB Accounting Standards
Codification (ASC)
 Topic 915 Development Stage Entities and the Securities and Exchange
 Commission Exchange Act 7 for its characterization of the
 Company as development stage.

 Impairment of Long Lived Assets
 Long-lived assets are reviewed for impairment in accordance
 with ASC Topic 360, "Accounting for the Impairment or Disposal
 of Long- lived Assets". Under ASC Topic 360, long-lived assets
 are tested for recoverability whenever events or changes in
 circumstances indicate that their carrying amounts may not be
 recoverable.  An impairment charge is recognized or the amount,
 if any, which the carrying value of the asset exceeds the fair
 value.

48
 Foreign Currency Translation
 The Company is located and operating outside of the United
 States of America. It maintains its accounting records in U.S.
 Dollars, as follows:

 At the transaction date, each asset, liability, revenue, and
 expense is translated into U.S. dollars by the use of exchange
 rates in effect at that date. At the period end, monetary
 assets and liabilities are re-measured by using the exchange
 rate in effect at that date. The resulting foreign exchange
 gains and losses are included in operations.

 The Company's currency exposure is insignificant and
 immaterial and we do not use derivative instruments to reduce
 its potential exposure to foreign currency risk.
 Financial Instruments

 The carrying value of the Company's financial instruments
 consisting of cash equivalents and accounts payable and
 accrued liabilities approximates their fair value because of
 the short maturity of these instruments. Unless otherwise
 noted, it is management's opinion that the Company is not
 exposed to significant interest, currency or credit risks
 arising from these financial instruments.

 Income Taxes
 The Company uses the assets and liability method of accounting
 for income taxes in accordance with FASB Topic 740 (Income Tax).
 Under this method, deferred tax assts and
 liabilities are recognized for the future tax consequences
 attributable to temporary differences between the financial
 statements carrying amounts of existing assets and liabilities
 and their respective tax bases. Deferred tax assets and
 liabilities are measured using enacted tax rates expected to
 apply to taxable income in the years in which those temporary
 differences are expected to be recovered or settled.

 Basic and Diluted Net Loss Per Share
 In accordance with FASB No. 260, "Earnings Per Share', the
 basic net loss per common share is computed by dividing net
 loss available to common stockholders by the weighted average
    number of common shares outstanding. Diluted net loss per
 common share is computed similar to basic net loss per common
 share except that the denominator is increased to include the
 number of additional common shares that would have been
 outstanding if the potential common shares had been issued and
 if the additional common shares were dilutive. As at October
 31, 2009, diluted net loss per share is equivalent to basic
 net loss per share.

 Stock Based Compensation
 The Company accounts for stock options and similar equity
 instruments issued in accordance with ASC Topic 718 Compensation
 Stock Compensation. Accordingly, compensation costs attributable
 to stock options or similar equity instruments granted are measured
 at the fair value at the grant date, and expensed over the expected
 vesting period.   Transactions in which goods or services are
 received in exchange for the issuance of equity instruments are
 accounted for based on the fair value of the consideration received
 or the fair value of the equity instruments issued, whichever is
more
 reliably measurable.   ASC Topic 718 Compensation Stock Compensation
 requires excess tax benefits be reported as a financing cash inflow
 rather than as a reduction of taxes paid.

 The Company did not grant any stock options during the period
 ended July 31, 2010.

 Comprehensive Income
 The Company adopted FASB Topic 220, Comprehensive Income,
 which establishes standards for reporting and display of
 comprehensive income, its components and accumulated balances.
 The Company is disclosing this information on its Statement of
 Stockholders' Equity.  Comprehensive income comprises equity
 except those resulting from investments by owners and
 distributions to owners.
 The Company has no elements of "other comprehensive income"
 during the period ended July 31, 2010.

 New Accounting Standards
 Management does not believe that any recently issued, but not
 yet effective accounting standards if currently adopted could
 have a material effect on the accompanying financial statements.

49

 In February 2007, the FASB issued SFAS No. 159, The Fair Value
 Option for Financial Assets and Financial Liabilities -
 Including an Amendment of FASB Statement No. 115, which
 permits entities to choose to measure many financial
 instruments and certain other items at fair value that are not
 currently required to be measured at fair value. An entity
 would report unrealized gains and losses on items for which
 the fair value option has been elected in earnings at each
 subsequent reporting date. The objective is to improve
 financial reporting by providing entities with the opportunity
 to mitigate volatility in reported earnings caused by
 measuring related assets and liabilities differently without
 having to apply complex hedge accounting provisions. The
 decision about whether to elect the fair value option is
 applied instrument by instrument, with a few exceptions; the
 decision is irrevocable; and it is applied only to entire
 instruments and not to portions of instruments. SFAS No. 159
 requires disclosures that facilitate comparisons (a) between
 entities that choose different measurement attributes for
 similar assets and liabilities and (b) between assets and
 liabilities in the financial statements of an entity that
 selects different measurement attributes for similar assets
 and liabilities. SFAS No. 159 is effective for financial
 statements issued for fiscal years beginning after November
 15, 2007. Early adoption is permitted as of the beginning of a
 fiscal year provided the entity also elects to apply the
 provisions of SFAS No. 157. Upon implementation, an entity
 shall report the effect of the first re-measurement to fair
 value as a cumulative-effect adjustment to the opening balance
 of retained earnings. Since the provisions of SFAS No. 159 are
 applied prospectively, any potential impact will depend on the
 instruments selected for fair value measurement at the time of
 implementation. The management of the Company does not expect
 the adoption of this pronouncement to have a material impact
 on its financial statements.

 In December 2007, the FASB issued SFAS No. 160, Non-controlling
 Interests in Consolidated Financial Statements An Amendment of
 ARB No. 51, which establishes accounting and reporting
 standards to improve the relevance, comparability, and
 transparency of financial information in its consolidated
 financial statements. This is accomplished by requiring all
 entities, except not-for-profit organizations, that prepare
 consolidated financial statements to (a) clearly identify,
 label, and present ownership interests in subsidiaries held by
 parties other than the parent in the consolidated statement of
 financial position within equity, but separate from the
 parents equity, (b) clearly identify and present both the
 parents and the non-controlling interest attributable
 consolidated net income on the face of the consolidated
 statement of income, (c) consistently account for changes in
 parents ownership interest while the parent retains it
 controlling financial interest in subsidiary and for all
 transactions that are economically similar to be accounted for
 similarly, (d) measure of any gain, loss or retained
 non-controlling equity at fair value after a subsidiary is
 deconsolidated, and (e) provide sufficient disclosures that
 clearly identify and distinguish between the interests of the
 parent and the interests of the non-controlling owners. This
 Statement also clarifies that a non-controlling interest in a
 subsidiary is an ownership interest in the consolidated entity
 that should be reported as equity in the consolidated
 financial statements. SFAS No. 160 is effective for fiscal
 years, and interim periods on or after December 15, 2008. The
 management of the Company does not expect the adoption of this
 pronouncement to have a material impact on its financial
 statements.

  In December 2007, the FASB issued SFAS 141R, Business
 Combinations - Revised 2007, which replaces FASB Statement No.
 141, Business Combinations. SFAS 141R establishes principles
 and requirements intending to improve the relevance,
 representational faithfulness, and comparability of
 information that a reporting entity provides in its financial
 reports about a business combination and its effects. This is
 accomplished through requiring the acquirer to recognize
 assets acquired and liabilities assumed arising from
 contractual contingencies as of the acquisition date, measured
 at their acquisition-date fair values. This includes
 contractual contingencies only if it is more likely than not
 that they meet the definition of an asset or a liability in
 FASB Concepts Statement No. 6, Elements of Financial
 Statements - a replacement of FASB Concepts Statement No. 3.
 This statement also requires the acquirer to recognize
 goodwill as of the acquisition date, measured as a residual.
 However, this statement improves the way in which an acquirers
 obligations to make payments conditioned on the outcome of
 future events are recognized and measured, which in turn
 improves the measure of goodwill. This statement also defines
 a bargain purchase as a business combination in which the
 total acquisition-date fair value of the consideration
 transferred plus any non-controlling interest in the acquiree,
 and it requires the acquirer to recognize that excess in
 earnings as a gain attributable to the acquirer. This
 therefore improves the representational faithfulness and
 completeness of the information provided about both the
 acquirers earnings during the period in which it makes a
 bargain purchase and the measures of the assets acquired in
 the bargain purchase. The Company does not expect the adoption
 of this pronouncement to have a material impact on its
 financial statements.



50


                       Vibe Ventures Inc.
                  (A Development Stage Company)
                         Balance Sheets
                 As of  October  31, 2009 and January 31, 2010

                                                                   
                                                                            
                                                            For the Three Months  For the Year
                                                                                  Ended October,
                                                                        Ended     31, 2009
                                                                                  (Unaudited)
                                                                    January 31,
                                                                2010 (Unaudited)

Assets

Current Assets - Cash and Cash Equivalents                       $2,568           $ 4,083

Website Development Costs                                        -                -

TOTAL ASSETS                                                     $2,568           $ 4,083

Liabilities

Current Liabilities

             Accounts Payable and Accrued Liabilities - Related  -                -
Party

             Shareholder Loan                                    $340             $340

TOTAL CURRENT LIABILITIES                                        $340             $340

Stockholders' Equity - Common Stock

             Authorized:4,000,000 common shares at $0.01 par     $4,000           $4,000
value

             Deficit Accumulated during Development Stage        $(1,772)         $(257)

TOTAL STOCKHOLDERS' EQUITY                                       $2,228           $3,743

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                      $2,568           $4,083


                       Statement of Cash Flows
         For the Period from October 29,2009 (Inception) to
                October 31, 2009 and January 31, 2010


                                                                          
                                                           For the Three        For the Year Ended
                                                           Months Ended         October 31, 2009
                                                           January 31, 2010     (Unaudited)
                                                           (Unaudited)

Cash Flow from Operating Activities

               Net loss for the Period                     $  (1,515)           $(257)

            Imputed interest on related party transactions -

Changes in non-cash working capital items

               Accounts payable and accrued liabilities    -

Net Cash Flow Used in Operating Activities                 $(1,515)             $(257)

Financing Activities

               Share Capital Contribution                  -                    $4,000

               Shareholder Loan                            -                    $340

Net Cash Flow Provided by Financing Activities             -                    $4,340

Net Change in Cash                                         $(1,515)             $4,083

Cash, Beginning of Period                                  $4,083               -

Cash, End of Period                                        $2,568               $4,083

The accompanying notes are an integral part of these financial
statements.
                       Statements of Operations
           For the Period from October 29, 2009 (Inception)
               to October 31, 2009 and January 31, 2010

51


                                                                          
General and Administrative Expenses                         For the Three       For the Year Ended
                                                            Months Ended        October 31, 2009
                                                            January 31, 2010    (Unaudited)
                                                            (Unaudited)


Filing Fees                                                 -                   $194

Bank Charges                                                $15                 $20

Wiring Fees                                                 -                   $43

Professional Fees                                           $1,500              -

Operating Loss                                              $(1,515)            $(257)

Net (loss) for the period                                   $(1,515)            $(257)

Net (loss) per share - Basic and Diluted                    -                   -

Weighted Average Shares Outstanding - Basic and Diluted     4,000,000           4,000,000

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




                    Statements of Stockholders' Equity
                        (Expressed in U.S. Dollars)
                   October 31, 2009 and January 31, 2010

      
                                                                     
                Common Stock                      Additional       Deficit          Total
                Shares           Amount           Paid-in Capital  Accumulated      Stockholders'
                                                                   During the       Equity
                                                                   Developmental
                                                                   Stage

Common Stock
issued for      4,000,000        $4,000                                             $4,000
cash at $0.001
per share,
October 31,
2009

Net Loss for
the Year End                                                       $(257)           $(257)
October 31,
2009

Net Loss for
the period End                                                     $(1,515)         $(1,515)
January 31,
2010

Balance, as at
October 31,     4,000,000        $4,000           -                $(1,772)         $2,228
2009

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

52
                        Vibe Ventures Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
               For the Year Ended October 31, 2009 to
                the three months ended January 31, 2010



   1.       Nature and Continuance of Operations
 The Company is a development stage company, which was
 incorporated on October 29, 2009.
 Operations started on that Date.

The company has incurred a deficit of $ 1,515.00 since its
 inception. The six months ended interim financial statements have
are unaudited

 The Company's year-end is October 31.

 2.       Capital Stock
 On October 18, 2009, the Company issued 4,000,000 common
 shares at $0.001 per share to the sole director of the Company
 for the total proceeds of $4,000.

 3.       Related Party Transactions
 The Company's sole officer has loaned the company $340.00
 without interest and fixed term of repayment.

 4.       Summary of Significant Accounting Policies
 The financial statements of the Company have been prepared in
 accordance with accounting principles generally accepted in
 the United States of America. Because a precise determination
 of many assets and liabilities is dependent upon future
 events, the preparation of financial statements for a period
 necessarily involves the use of estimates, which have been
 made using careful judgment. Actual results may vary from
 these estimates.

 The financial statements have, in management's opinion, been
 properly prepared within the framework of the significant
 accounting policies summarized below:

 Development Stage Company
 The Company complies with the FASB Accounting Standards
 Codification (ASC)
 Topic 915 Development Stage Entities and the Securities and Exchange
 Commission Exchange Act 7 for its characterization of the
 Company as development stage.

 Impairment of Long Lived Assets
 Long-lived assets are reviewed for impairment in accordance
 with ASC Topic 360, "Accounting for the Impairment or Disposal
 of Long- lived Assets". Under ASC Topic 360, long-lived assets
 are tested for recoverability whenever events or changes in
 circumstances indicate that their carrying amounts may not be
 recoverable. An impairment charge is recognized or the amount,
 if any, which the carrying value of the asset exceeds the fair
 value.

 53

 Foreign Currency Translation
 The Company is located and operating outside of the United
 States of America. It maintains its accounting records in U.S.
 Dollars, as follows:

 At the transaction date, each asset, liability, revenue, and
 expense is translated into U.S. dollars by the use of exchange
 rates in effect at that date. At the period end, monetary
 assets and liabilities are re-measured by using the exchange
 rate in effect at that date. The resulting foreign exchange
 gains and losses are included in operations.

 The Company's currency exposure is insignificant and
 immaterial and we do not use derivative instruments to reduce
 its potential exposure to foreign currency risk.
 Financial Instruments

 The carrying value of the Company's financial instruments
 consisting of cash equivalents and accounts payable and
 accrued liabilities approximates their fair value because of
 the short maturity of these instruments. Unless otherwise
 noted, it is management's opinion that the Company is not
 exposed to significant interest, currency or credit risks
 arising from these financial instruments.


 Income Taxes
 The Company uses the assets and liability method of accounting
 for income taxes in accordance with FASB Topic 740 (Income Tax).
 Under this method, deferred tax assts and
 liabilities are recognized for the future tax consequences
 attributable to temporary differences between the financial
 statements carrying amounts of existing assets and liabilities
 and their respective tax bases. Deferred tax assets and
 liabilities are measured using enacted tax rates expected to
 apply to taxable income in the years in which those temporary
 differences are expected to be recovered or settled.

 Basic and Diluted Net Loss Per Share
 In accordance with FASB No. 260, "Earnings Per Share', the
 basic net loss per common share is computed by dividing net
 loss available to common stockholders by the weighted average
    number of common shares outstanding. Diluted net loss per
 common share is computed similar to basic net loss per common
 share except that the denominator is increased to include the
 number of additional common shares that would have been
 outstanding if the potential common shares had been issued and
 if the additional common shares were dilutive. As at October
 31, 2009, diluted net loss per share is equivalent to basic
 net loss per share.

 Stock Based Compensation
 The Company accounts for stock options and similar equity
 instruments issued in accordance with ASC Topic 718 Compensation
 Stock Compensation. Accordingly, compensation costs attributable to
 stock options or similar equity instruments granted are measured at
 the fair value at the grant date, and expensed over the expected
 vesting period.   Transactions in which goods or services are
 received in exchange for the issuance of equity instruments are
 accounted for based on the fair value of the consideration received
 or the fair value of the equity instruments issued, whichever is
more
 reliably measurable.   ASC Topic 718 Compensation  Stock Compensation
 requires excess tax benefits be reported as a financing cash inflow
 rather than as a reduction of taxes paid.

 The Company did not grant any stock options during the period
 ended January 31, 2010.

54

 Comprehensive Income
 The Company adopted FASB Topic 220, Comprehensive Income,
 which establishes standards for reporting and display of
 comprehensive income, its components and accumulated balances.
 The Company is disclosing this information on its Statement of
 Stockholders' Equity.  Comprehensive income comprises equity
 except those resulting from investments by owners and
 distributions to owners.

 The Company has no elements of "other comprehensive income"
 during the period ended January 31, 2010.

 New Accounting Standards
 Management does not believe that any recently issued, but not
 yet effective accounting standards if currently adopted could
 have a material effect on the accompanying financial statements.

 In February 2007, the FASB issued SFAS No. 159, The Fair Value
 Option for Financial Assets and Financial Liabilities -
 Including an Amendment of FASB Statement No. 115, which
 permits entities to choose to measure many financial
 instruments and certain other items at fair value that are not
 currently required to be measured at fair value. An entity
 would report unrealized gains and losses on items for which
 the fair value option has been elected in earnings at each
 subsequent reporting date. The objective is to improve
 financial reporting by providing entities with the opportunity
 to mitigate volatility in reported earnings caused by
 measuring related assets and liabilities differently without
 having to apply complex hedge accounting provisions. The
 decision about whether to elect the fair value option is
 applied instrument by instrument, with a few exceptions; the
 decision is irrevocable; and it is applied only to entire
 instruments and not to portions of instruments. SFAS No. 159
 requires disclosures that facilitate comparisons (a) between
 entities that choose different measurement attributes for
 similar assets and liabilities and (b) between assets and
 liabilities in the financial statements of an entity that
 selects different measurement attributes for similar assets
 and liabilities. SFAS No. 159 is effective for financial
 statements issued for fiscal years beginning after November
 15, 2007. Early adoption is permitted as of the beginning of a
 fiscal year provided the entity also elects to apply the
 provisions of SFAS No. 157. Upon implementation, an entity
 shall report the effect of the first re-measurement to fair
 value as a cumulative-effect adjustment to the opening balance
 of retained earnings. Since the provisions of SFAS No. 159 are
 applied prospectively, any potential impact will depend on the
 instruments selected for fair value measurement at the time of
 implementation. The management of the Company does not expect
 the adoption of this pronouncement to have a material impact
 on its financial statements.

55

 In December 2007, the FASB issued SFAS No. 160, Non-controlling
 Interests in Consolidated Financial Statements An Amendment of
 ARB No. 51, which establishes accounting and reporting
 standards to improve the relevance, comparability, and
 transparency of financial information in its consolidated
 financial statements. This is accomplished by requiring all
 entities, except not-for-profit organizations, that prepare
 consolidated financial statements to (a) clearly identify,
 label, and present ownership interests in subsidiaries held by
 parties other than the parent in the consolidated statement of
 financial position within equity, but separate from the
 parents equity, (b) clearly identify and present both the
 parents and the non-controlling interest attributable
 consolidated net income on the face of the consolidated
 statement of income, (c) consistently account for changes in
 parents ownership interest while the parent retains it
 controlling financial interest in subsidiary and for all
 transactions that are economically similar to be accounted for
 similarly, (d) measure of any gain, loss or retained
 non-controlling equity at fair value after a subsidiary is
 deconsolidated, and (e) provide sufficient disclosures that
 clearly identify and distinguish between the interests of the
 parent and the interests of the non-controlling owners. This
 Statement also clarifies that a non-controlling interest in a
 subsidiary is an ownership interest in the consolidated entity
 that should be reported as equity in the consolidated
 financial statements. SFAS No. 160 is effective for fiscal
 years, and interim periods on or after December 15, 2008. The
 management of the Company does not expect the adoption of this
 pronouncement to have a material impact on its financial
 statements.

  In December 2007, the FASB issued SFAS 141R, Business
 Combinations - Revised 2007, which replaces FASB Statement No.
 141, Business Combinations. SFAS 141R establishes principles
 and requirements intending to improve the relevance,
 representational faithfulness, and comparability of
 information that a reporting entity provides in its financial
 reports about a business combination and its effects. This is
 accomplished through requiring the acquirer to recognize
 assets acquired and liabilities assumed arising from
 contractual contingencies as of the acquisition date, measured
 at their acquisition-date fair values. This includes
 contractual contingencies only if it is more likely than not
 that they meet the definition of an asset or a liability in
 FASB Concepts Statement No. 6, Elements of Financial
 Statements - a replacement of FASB Concepts Statement No. 3.
 This statement also requires the acquirer to recognize
 goodwill as of the acquisition date, measured as a residual.
 However, this statement improves the way in which an acquirers
 obligations to make payments conditioned on the outcome of
 future events are recognized and measured, which in turn
 improves the measure of goodwill. This statement also defines
 a bargain purchase as a business combination in which the
 total acquisition-date fair value of the consideration
 transferred plus any non-controlling interest in the acquiree,
 and it requires the acquirer to recognize that excess in
 earnings as a gain attributable to the acquirer. This
 therefore improves the representational faithfulness and
 completeness of the information provided about both the
 acquirers earnings during the period in which it makes a
 bargain purchase and the measures of the assets acquired in
 the bargain purchase. The Company does not expect the adoption
 of this pronouncement to have a material impact on its
 financial statements.

 56
                      FINANCIAL STATEMENTS
                       Vibe Ventures Inc.
                  (A Development Stage Company)

                       Vibe Ventures Inc.
                  (A Development Stage Company)
                    Statements of Operations
              For the Year Ending October 31, 2009



                                                            
General and Administrative Expenses

Filing Fees                                                    $194

Bank Charges                                                   $20

Wiring Fees                                                    $43

Operating Loss                                                 $(257)

Net (loss) for the period                                      $(257)

Net (loss) per share - Basic and Diluted                       $-

Weighted Average Shares Outstanding - Basic and Diluted        4,000,000




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

37


                       Vibe Ventures Inc.
                  (A Development Stage Company)
                     Statement of Cash Flows
              For the Year Ending October 31, 2009



                                                                        
                                                                           October 31, 2009

Cash Flow from Operating Activities

       Net loss for the Period                                             $(257)

            Imputed interest on related party transactions                 -

Changes in non-cash working capital items

       Accounts payable and accrued liabilities                            -

Net Cash Flow Used in Operating Activities                                 (257)

Financing Activities

       Share Capital Contribution                                          $4,000

       Shareholder Loan                                                    $340

Net Cash Flow Provided by Financing Activities                             $4,340

Net Change in Cash                                                         $4,083

Cash, Beginning of Period                                                  -

Cash, End of Period                                                        $4,083


The accompanying notes are an integral part of these financial
statements


58


                       Vibe Ventures Inc.
                  (A Development Stage Company)
                         Balance Sheets
                    As at October  31, 2009
                                                                   
                                                                        
                                                                 October 31, 2009

Assets

Current Assets - Cash and Cash Equivalents                                 $4,083

Website Development Costs                                                  -

TOTAL ASSETS                                                               $4,083

Liabilities

Current Liabilities

             Accounts Payable and Accrued Liabilities - Related Party      -

             Shareholder Loan                                              $340

TOTAL CURRENT LIABILITIES                                                  $340

Stockholders' Equity - Common Stock

             Authorized:4,000,000 common shares at $0.01 par value         $4,000

             Deficit Accumulated during Development Stage                  $(257)

TOTAL STOCKHOLDERS' EQUITY                                                 $3,743

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                                $4,083


The accompanying notes are an integral part of these financial
statements







                       Vibe Ventures Inc.
                  (A Development Stage Company)
               Statements of Stockholders' Equity
                   (Expressed in U.S. Dollars)
                        October 31, 2009

                                                                   
                                                                     
                Common Stock                      Additional       Deficit          Total
                Shares           Amount           Paid-in Capital  Accumulated      Stockholders'
                                                                   During the       Equity
                                                                   Developmental
                                                                   Stage

Common Stock
issued for      4,000,000        $4,000                                             $4,000
cash at $0.001
per share,
October 31,
2009

Net Loss for
the Year End                                                       (257)            (257)
October 31,
2009

Balance, as at
October 31,     4,000,000        $4,000           -                (257)            $3,743
2009



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




 59

                      Vibe Ventures Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
               For the Year Ended October 31, 2009

 NOTE 1   Organization and Nature or Business
 Vibe Ventures Inc.  ("the  company") was incorporated on
 October ,29 2009. The Company  is in the development stage as
 defined under the FASB Accounting Standards Codification (ASC)
 Topic 915 Development Stage Entities.



 NOTE 2   Going Concern
 The  financial  statements  have been  prepared on a going
 concern  basis which assumes  the  Company  will be able to
 realize  its assets  and  discharge  its liabilities  in the
 normal course of business for the  foreseeable  future.  The
 Company has incurred losses since inception  resulting in an
 accumulated deficit of $257.00 as of October 31, 2009 and
 further  losses are  anticipated  in the development  of its
 business  raising  substantial  doubt  about the  Company's
 ability to  continue  as a going  concern.  The ability to
 continue as a going concern is dependent upon the Company
 generating  profitable  operations in the future  and/or to
 obtain the  necessary  financing to meet its obligations  and
 repay its  liabilities  arising from normal  business
 operations when they come due.  Management intends to finance
 operating costs over the next twelve months with existing cash
 on hand and loans from directors and or private placement of
 common stock.


 NOTE 3 - Summary of Significant Accounting Policies
 BASIS OF PRESENTATION

 The financial statements of the Company have been prepared in
 accordance with accounting principles generally accepted in
 the United States of America and are presented in US dollars.


 USE OF ESTIMATES AND ASSUMPTIONS
 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 revenues
 and expenses during the reporting period. Actual results could
 differ from those estimates.

 Development Stage Company
 The Company complies with the FASB Accounting Standards
Codification (ASC)
 Topic 915 Development Stage Entities and the Securities and Exchange
 Commission Exchange Act 7 for its characterization of the
 Company as development stage.

 Impairment of Long Lived Assets
 The Company continually  monitors events and changes in
 circumstances that could indicate carrying amounts of
 long-lived assets may not be recoverable. When such events or
 changes  in  circumstances  are  present,  the  Company
 assesses  the recoverability of long-lived assets by
 determining whether the carrying value of such assets will be
 recovered through  undiscounted  expected future cash flows.
 If the total of the future cash flows is less than the
 carrying amount of those assets, the Company  recognizes an
 impairment  loss based on the excess of the carrying amount
 over the fair value of the assets.  Assets to be disposed of
 are reported  at the lower of the  carrying  amount or the
 fair  value less costs to sell.


 Foreign Currency Translation
 The Company's functional currency is the Canadian dollar and
 its reporting currency is the U.S. dollar.

60

 Financial Instruments
 The carrying value of the Company's financial instruments
 approximates their fair value because of the short maturity of
 these instruments.

 Income Taxes
 Income taxes are accounted for under the assets and liability
 method.  Deferred tax  assets  and  liabilities  are
 recognized  for  the  estimated  future  tax consequences
 attributable  to  differences  between  the  financial
 statement carrying  amounts of existing assets and
 liabilities  and their  respective tax bases and operating
 loss and tax credit carry forwards.  Deferred tax assets and
 liabilities are measured using enacted tax rates in effect for
 the year in which those temporary differences are expected to
 be recovered or settled.

 Basic Income (Loss) Per Share Basic income  (loss) per share
 is  calculated by dividing the Company's net loss applicable
 to common  shareholders  by the  weighted  average  number of
 common shares during the period.  Diluted  earnings per share
 is calculated by dividing the  Company's  net  income
 available  to common  shareholders  by the  diluted weighted
 average number of shares  outstanding  during the year.  The
 diluted weighted average number of shares outstanding is the
 basic weighted  number of shares adjusted for any potentially
 dilutive debt or equity.  There are no such common stock
 equivalents outstanding as of October 31, 2009.

 Basic and Diluted Net Loss Per Share
 In accordance with FASB No. , "Earnings Per Share', the
 basic net loss per common share is computed by dividing net
 loss available to common stockholders by the weighted average
    number of common shares outstanding.  Diluted net loss per
 common share is computed similar to basic net loss per common
 share except that the denominator is increased to include the
 number of additional common shares that would have been
 outstanding if the potential common shares had been issued and
 if the additional common shares were dilutive. As at October
 31 , 2009 diluted net loss per share is equivalent to basic
 net loss per share.

 Stock Based Compensation
 Stock-based compensation is accounted for at fair value in
 accordance with ASC Topic 718 Compensation - Stock Compensation. To
 date,the Company has not adopted a stock option plan and has not
 granted any stock options.

 Comprehensive Income
 The Company adopted FASB Topic 220, Comprehensive Income,
 which establishes standards for reporting and display of
 comprehensive income, its components and accumulated balances.
 The Company is disclosing this information on its Statement of
 Stockholders' Equity.  Comprehensive income comprises equity
 except those resulting from investments by owners and
 distributions to owners.

61

The Company has no elements of "other comprehensive income"
 during the period ended October 31, 2010.

 Accounting Basis
 The Company  uses the accrual  basis of  accounting  and
 accounting  principles generally  accepted in the United
 States of America  ("GAAP"  accounting).  The Company has
 adopted a October 31 fiscal year end.

 Dividends
 The  Company  has not  adopted any policy  regarding  payment
 of  dividends.  No dividends have been paid during any of the
 periods shown.

 Revenue Recognition
 The Company  recognizes  revenue when  products are fully
 delivered or services have been provided and collection is
 reasonably assured.

 New Accounting Standards
 Management does not believe that any recently issued, but not
 yet effective accounting standards if currently adopted could
 have a material effect on the accompanying financial statements.

 Recent Accounting Pronouncements
 In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled
 "Subsequent Events". Companies are now required to disclose
 the date through which subsequent  events have been evaluated
 by management. Public entities (as defined) must conduct the
 evaluation  as of the date the  financial  statements  are
 issued,  and provide disclosure  that such date was used for
 this  evaluation.  SFAS 165 (ASC 855-10)provides that
 financial  statements are considered "issued" when they are
 widely distributed for general use and reliance in a form and
 format that complies with GAAP.  SFAS 165 (ASC 855-10) is
 effective for interim and annual  periods ending after June
 15, 2009 and must be applied prospectively.

 In  June  2009,  the  FASB  issued  SFAS  168,  The  FASB
 Accounting  Standards Codification  and the  Hierarchy of
 Generally  Accepted  Accounting  Principles. ("SFAS 168" or
 ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification
 as the sole source of authoritative accounting principles
 recognized by the FASB to be applied by all  nongovernmental
 entities  in the  preparation  of  financial statements  in
 conformity  with GAAP.  SFAS 168 (ASC 105-10) was
 prospectively effective  for financial  statements  issued for
 fiscal years ending on or after September 15, 2009 and interim
  periods within those fiscal years.  The adoption of SFAS 168
 (ASC 105-10) on July 1, 2009 did not impact the Company's
 results of operations  or  financial  condition.  The
 Codification  did not  change  GAAP, however, it did change the
 way GAAP is organized and presented.

 As a  result,  these  changes  impact  how  companies
 reference  GAAP in  their financial statements and in their
 significant  accounting policies.  The Company implemented
 the  Codification  in this Report by  providing  references
 to the Codification topics alongside references to the
 corresponding standards.

62

 With the exception of the pronouncements  noted  above,  no
 other  accounting standards or  interpretations  issued or
 recently adopted are expected to have a material impact on the
 Company's financial position, operations or cash flows.

 NOTE 4   Common Stock
 In October 29 2009, the Company issued 4,000,000 shares of
 common stock at a price of $0.001 per share for total cash
 proceeds of $4,000.

 There were 4,000,000  shares of common  stock  issued  and
 outstanding  as of October 31, 2009.


 .NOTE 5- Commitments And Contingencies
 The Company  neither owns nor leases any real or personal
 property.  An officer has provided  office  services  without
 charge.  There is no obligation for the officer to continue
 this arrangement. Such costs are immaterial to the financial
 statements and accordingly are not reflected herein.  The
 officers and directors are involved in other business
 activities and most likely will become  involved in other
 business activities in the future.

 NOTE 6   Subsequent Events
 In accordance with SFAS 165 (ASC 855-10) the Company has
 analyzed its operations subsequent to October 31, 2009 has
 determined  that it does not have any material subsequent
 events to disclose in these financial statements.


 NOTE 7- Loan From Shareholder
 On October 29, 2009, the sole Director and  President Hong Mai
 Ma loaned the Company $340. The loan is unsecured,
 non-interest bearing, and due on demand.
 The balance due to the shareholder is $340 as of October 31,
 2009.





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



63
                             PART II

 INFORMATION NOT REQUIRED IN PROSPECTUS
  Item 24. Indemnification of Directors and Officers

 Our Certificate of Incorporation, as amended, provides to the
 fullest extent permitted by Nevada law, our Directors, or
 officers shall not be personally liable to us or our
 stockholders for damages for breach of such Director's or
 officer's fiduciary duty. The effect of this provision of our
 Articles of Incorporation, as amended, is to eliminate our
 right and our stockholders (through stockholders' derivative
 suits on behalf of our Company) to recover damages against a
 Director or officer for breach of the fiduciary duty of care
 as a Director or officer (including breaches resulting from
 negligent or grossly negligent behavior), except under certain
 situations defined by statute. We believe that the
 indemnification provisions in our Certificate of
 Incorporation, as amended, are necessary to attract and retain
 qualified persons as Directors and officers.

 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 defence 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.

  Item 25. Other Expenses of Issuance and Distribution

 The following table sets forth an itemization of all estimated
 expenses, all of which we will pay, in connection with the
 issuance and distribution of the securities being registered:
 
 
 
 Nature of Expense                    Amount

 SEC Registration Fee                 $223.20

 Accounting Fees and Expenses         $2,500

 Legal Fees and Expenses              $2,500

 Total                                $5,223.20
 

 Item 26. Recent Sales of Unregistered Securities

64

  The following sets forth information regarding all sales of
 our unregistered securities during the past three years. None
 of the holders of the shares issued below have subsequently
 transferred or disposed of their shares and the list is also a
 current listing of the Company's stockholders.

 On October 29, 2009 we issued a total of 4,000,000 shares of
 our common stock to our Principal Executive Officer and
 Treasurer,Hong Mei Ma. The purchase price for such
 shares was equal to their par value, $0.001 per share,
 amounting in the aggregate for all 4,000,000 shares to $4,000.
 None of these transactions involved any underwriters,
 underwriting discounts or commissions or any public offering,
 and we believe these issuances were exempt under Regulation S
 of the Securities Act. No advertising or general solicitation
 was employed in offering the securities. The offering and sale
 were made in an offshore transaction and only to the following
 individuals who are all non-U.S. citizens, all in accordance
 with the requirements of Regulation S of the Securities Act.

 CAPITAL STOCK
 On October 29, 2009, the Company issued 4,000,000 common
 shares at $0.001 per share to the sole director of the Company
 for the total proceeds of $4,000.

 RELATED PARTY TRANSACTIONS
 The Company's sole officer has loaned the company $340.00
 without interest and fixed term of repayment

 EXHIBITS
 The following Exhibits are filed as part of this Registration
 Statement:
 
              
 Exhibit No.     Document Description

 3.1             Articles of Incorporation


 4.1             Specimen Stock Certificate to be attached to  final
                 S-1

 5.1              Opinion of Fletcher A. Robbe of F. Robbe
                 International

 23.1            Consent of Kenne Ruan, Certified Public Accountant.

 99.b            Bylaws

 99.1            Subscription Agreement
 

 Item 27. Undertakings

 The undersigned Registrant hereby undertakes to:

65

 (a)(1) File, during any   period in which it offers or sells
 securities, a post-effective amendment to this registration
 statement to:

 (i) Include any prospectus required by Section 10(a)(3) of the
 Securities Act;

 (ii) Reflect in the prospectus any facts or events which,
 individually or together, represent a fundamental change in
 the information in the registration statement. Notwithstanding
 the foregoing, any increase or decrease in volume of
 securities offered (if the total dollar value of securities
 offered would not exceed that which was registered) and any
 deviation from the low or high end of the estimated maximum
 offering range may be reflected in the form of prospectus
 filed with the Commission pursuant to Rule 424(b) if, in the
 aggregate, the changes in volume and price represent no more
 than a 20 percent change in the maximum aggregate offering
 price set forth in the "Calculation of Registration Fee" table
 in the effective registration statement;

 (iii) Include any additional or changed material information
 on the plan of distribution.

 (2) For determining liability under the Securities Act, each
 post-effective amendment shall be deemed to be a new
 registration statement of the securities offered, and the
 offering of the securities at that time shall be deemed to be
 the initial bona fide offering.

 (3) File a post-effective amendment to remove from
 registration any of the securities that remain unsold at the
 end of the offering.

 (4) For determining liability of the undersigned Registrant
 under the Securities Act to any purchaser in the initial
 distribution of the securities, the undersigned Registrant
 undertakes that in a primary offering of securities of the
 undersigned Registrant pursuant to this registration
 statement, regardless of the underwriting method used to sell
 the securities to the purchaser, if the securities are offered
 or sold to such purchaser by means of any of the following
 communications, the undersigned Registrant will be a seller to
 the purchaser and will be considered to offer or sell such
 securities to such purchaser:

 (i) Any preliminary prospectus or prospectus of the
 undersigned Registrant relating to the offering required to be
 filed pursuant to Rule 424;
  (ii) Any free writing prospectus relating to the offering
 prepared by or on behalf of the undersigned Registrant or used
 or referred to by the undersigned Registrant;

 (iii) The portion of any other free writing prospectus
 relating to the offering containing material information about
 the undersigned Registrant or its securities provided by or on
 behalf of the undersigned Registrant; and

 (iv) Any other communication that is an offer in the offering
 made by the undersigned Registrant to the purchaser.

  (b) Insofar as indemnification for liabilities arising under
 the Securities Act of 1933 (the "Act") 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 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 defence
 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.

 (c) That, for the purpose of determining liability under the
 Securities Act to any purchaser:

 (2) If the Registrant is subject to Rule 430C,

 Each prospectus filed pursuant to Rule 424(b) as part of a
 registration statement relating to an offering, other than
 registration statements relying on Rule 430B or other than
 prospectuses filed in reliance on Rule 430A, shall be deemed
 to be part of and included in the registration statement as of
 the date it is first used after effectiveness. Provided,
 however, that no statement made in a registration statement or
 prospectus that is part of the registration statement or made
 in a document incorporated or deemed incorporated by reference
 into the registration statement or prospectus that is part of
 the registration statement will, as to a purchaser with a time
 of contract of sale prior to such first use, supersede or
 modify any statement that was made in the registration
 statement or prospectus that was part of the registration
 statement or made in any such document immediately prior to
 such date of first use.

66

  SIGNATURES
   In accordance with the requirements of the Securities Act of
 1933, the registrant certifies that it has reasonable grounds
 to believe that it meets all of the requirements of filing on
 Form S-1 and authorized this amendment to this registration
 statement to be signed on our behalf by the undersigned, in
 the City of Changchun, China on March__ ,2011.

                                             Vibe Ventures Inc.

                                               /s/ Hong Mei Ma
                                               Name:Hong Mei Ma

                            Title:   Principal Executive Officer,
                                     President,
                                     Chief Executive Officer,
                                     Principal Accounting Officer,
                                     Principal Financial Officer




 POWER OF ATTORNEY

 Know all men by these presents, that each person whose
 signature appears below constitutes and appoints, his true and
 lawful attorney-in-fact and agent, with full power of
 substitution and re-substitution, for him and in his place and
 stead, in any and all capacities, to sign any and all further
 amendments to this Registration Statement and to file the
 same, with all exhibits thereto, and other documents in the
 connection therewith, with the Securities and Exchange
 Commission, granting unto said attorney-in-fact and agent full
 power and authority to do and perform each and every act and
 thing requisite and necessary to be done in and about the
 premises, as fully to all intents and purposes as he might or
 could do in person, hereby ratifying and confirming all that
 said attorney-in-fact and agent, or his substitute or
 substitutes, may lawfully do or cause to be done by virtue
 hereof.

 Pursuant to the requirements of the Securities Act of 1933,
 this amendment to this registration statement has been signed
 by the following persons in the capacities and on the dates
 indicated:
  
                                                              
 Person                Capacity
Date

 /s/ Hong Mei Ma       Principal Executive Officer
 April 4, 2011
                       President, Chief Executive Officer,

                       Principal Financial Officer and Director

 /s/ Hong Mei Ma       Secretary, Treasurer and Director
 April 4, 2011


 




 67