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 will be devoting approximately 20 hours per week of his 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.

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.

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.

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.

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.

 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 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.

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.

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 totaling $4000 or approximately $0.001 per share.

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, even if we fail to raise the minimum amount in this offering. As a result, there is no assurance that your funds will be returned to you if the minimum offering is not reached. Any funds received by us thereafter will immediately used by us. If we do not receive the minimum amount of $4,000 within 270 days of the effective date of our registration statement, all funds will be promptly returned to you without a deduction of any kind. During the 270 day period, no funds will be returned to you. You will only receive a refund of your subscription within the 270 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 we do not raise the minimum amount of the offering or 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 270 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.

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.

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.

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 270 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 

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.

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.

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 29, 2009 was $3,743 or $0.00093575 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 29, 2009, 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 $0.00395 per share to existing stockholders and an immediate and substantial dilution of $0.00605 per share, or approximately 94%, 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 29, 2009, 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.

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: Suite 600 10617 105 Street NW, Edmonton, Alberta T5H 4P7.

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. 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:  Suite 600- 10617 105 Street NW Edmonton, Alberta T5H 4P7.  This is the office of our President, Hong Mei Ma.

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 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

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.

MARKETING

Initially, our services will be promoted by Ms. Ma. She will discuss our

services with his 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 his time to our operations. Once we begin operations Ms.

Ma has agreed to commit more time as required. 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.

OFFICES

Our offices are currently located at Suite 600 10617 105 Street NW, Edmonton, Alberta T5H 4P7 the telephone number is 13700021453

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, Suite 600- 10617 105 Street NW, Edmonton, Alberta, T5H 4P7.

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 2009  Chief Web designer @ Minghui IT Group

                                301-588 Huaqiaocheng, Shenzhen, Guangdon

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."

DESCRIPTION OF PROPERTY

Our Principal executive offices are located at c/o Hong Mei Ma, Suite 600 10617 105 Street NW Edmonton, Alberta, T5H 4P7.  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.

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 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.

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.

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.

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 270 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.

     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.

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, 2009, our total assets were $4,083 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.

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.

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 Companys 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

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, 2009.

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 Companys 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.

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.

 ⁽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.

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.

(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 Companys 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 ratably 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 preemptive 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.

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;

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."