UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


R	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~ 2009


£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. ~~333~~000-~~132796~~52254

TECHNOLOGY RESOURCES, INC.
	SHAKA SHOES, INC.
~~(Exact name of small business issuer as specified in its charter)~~	(Exact name of small business issuer as specified in its charter)
	~~FLORIDA~~	FLORIDA	~~59-3364116~~	59-3364116
	~~(State or other jurisdiction of~~	(State or other jurisdiction of	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
	~~incorporation or organization)~~	incorporation or organization)
	77-6360 Halawai Place, Kailua Kona, HI, 96740
2507 South 300 West Salt Lake City, Utah 84115
(Address of Principal Executive Offices)	~~(Address of Principal Executive Offices)~~
	(808) 329-4809
801-467-4439
(Registrant’s Telephone Number, Including Area Code)	~~(Registrant’s Telephone Number, Including Area Code)~~
(Former name, former address, if changed since last report)	~~(Former name, former address, if changed since last report)~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes R £ No £R

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if ~~disclosure~~any, ofevery ~~delinquent~~Interactive ~~filers~~ Data File required to be submitted and posted pursuant to ~~Item~~Rule 405 of Regulation S-KT (§ ~~229~~232.405 of this chapter) isduring ~~not contained herein, and will not be contained, to~~ the ~~best~~preceding of12 ~~registrant’s knowledge,~~months ~~in definitive proxy~~ (or ~~information~~such ~~statements~~shorter ~~incorporated~~period ~~by reference~~that inthe ~~Part~~registrant ~~III~~was ofrequired ~~this~~to ~~Form~~submit ~~10-K~~and orpost ~~any~~such ~~amendment~~files).Yes to£ ~~this~~No ~~Form 10-K R~~ £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

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

Large accelerated filer. £ Accelerated filer. £ Non-accelerated filer. £ (Do not check if a smaller reporting company) Smaller reporting company. R

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, ~~2008~~2009: ~~N/A~~$784,122.

Number of the issuer’s Common Stock outstanding as of ~~March~~ 8May 25, ~~2009~~2011: 38177,~~986~~095,200

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check One): Yes £ No R

TABLE OF CONTENTS

		Page
Part I		3
Item 1	Business	3
Item 1A	Risk Factors	45
Item 1B	Unresolved Staff Comments	57
Item 2	Properties	57
Item 3	Legal Proceedings	57
Item 4	~~Submission of Matters to a Vote of Security Holders~~Reserved	57
Part II		67
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	67
Item 6	Selected Financial Data.	68
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	78
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	911
Item 8	Financial Statements and Supplementary Data	1011
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2021
Item 9A	Controls and Procedures	2021
Item 9B	Other Information	2022
Part III		2122
Item 10	Directors and Executive Officers and Corporate Governance.	2122
Item 11	Executive Compensation	23
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13	Certain Relationships and Related Transactions, and Director Independence.	24
Item 14	Principal Accounting Fees and Services	24
Part IV		25
Item 15	Exhibits, Financial Statement Schedules	25
Signatures		26

PART I

ITEM 1. BUSINESS

Background Information

~~Technology~~Shaka ~~Resources~~Shoes, Inc., was originally incorporated ~~in Florida~~ on March 1, 1996, in Florida as Integrated Marketing Technology, Inc. Its name was changed to Technology Resources, Inc., on January 1, 1997. In 2009, a corporate action was approved by the shareholders to change the name of the Company to “Shaka Shoes, Inc.” This name change was effective and filed with the state of Florida as of May 22, 2009.

UpIn ~~until~~January ~~May 20,~~ 2008, the Company ~~provided~~received ~~employee placement~~an ~~services~~unsolicited ~~nationally~~offer ~~and~~to ~~internationally~~do ~~with~~a ~~the~~business ~~immediate~~combination ~~market~~with ~~in the Tampa Bay region. The Company was primarily~~ a ~~permanent~~shoe ~~employment~~and ~~agency; however,~~apparel ~~temporary~~design ~~staff~~and ~~augmentation~~manufacturing ~~provides~~company ~~ancillary~~located ~~revenue. Accordingly, the Company developed a range of services to offer~~ in ~~the consulting industry~~Hawaii. ~~These~~ The ~~included~~Hawaii-based acompany ~~full~~was ~~range~~formed ~~of business services typically found~~ in ~~small~~2005 ~~to large~~and ~~executive~~has ~~placement~~experienced ~~firms~~growth ~~such~~throughout asthe ~~interviewing~~United ~~candidates,~~States ~~performing reference checks,~~ and ~~developing candidate interviewing techniques~~internationally.

In January ~~2008~~2009, the ~~Company~~Hawaii-based ~~received~~manufacturing ancompany ~~unsolicited offer~~assigned toits dorights aunder ~~business~~the ~~combination~~offer ~~with~~to aowners ~~shoe~~ and ~~apparel~~directors ~~design~~to ~~and manufacturing~~carry-out ~~company~~the ~~located~~business inplan ~~Hawaii. The~~to ~~Hawaii-based~~sell, ~~company~~market ~~was formed in 2005~~ and ~~has~~wholesale ~~experienced growth throughout~~ the ~~United~~designed ~~States and internationally~~footwear. In The ~~January~~completion ~~2009,~~of ~~subsequent~~the toassignment ~~this~~occurred ~~report~~on ~~date,~~the ~~we have completed a~~ transfer of 20,000,000 shares of the Company’s common stock, ~~in exchange~~which ~~for~~were then assigned to the ~~stock~~eventual ofmajority holders on May 5, 2009, pursuant to the ~~Hawaii-based~~terms ~~company~~of their Stock Purchase Agreements.

Business Operations

OnShaka ~~May 20~~Shoes, ~~2008,~~Inc. is a ~~change~~sales ofdistribution ~~control~~company of ~~the Company~~specialty ~~occurred,~~footwear ~~pursuant~~made tofrom ~~the~~ethylene ~~transactions~~vinyl ~~completed~~acetate ~~by the Stock Purchase Agreement~~(EVA). ~~The~~Shaka Shoes ~~Company~~footwear ~~has ceased operations as an employee placement service and~~ is ~~awaiting~~made ~~completion~~from ofour ~~the~~proprietary ~~Stock~~resin ~~Purchase~~blend, ~~Agreement~~called ~~to commence new business operations as directed by the new controlling stockholders~~"ShakaZorb"™.

InShaka ~~January 2008~~Shoes, ~~the~~Inc. ~~Company~~was ~~received~~founded anin ~~unsolicited offer~~2005 ~~(the~~by ~~“Stock~~four ~~Purchase~~brothers ~~Agreement”)to~~in do a ~~business~~dive ~~combination~~shop ~~with~~in ~~a shoe and apparel design and manufacturing company~~Kailua-Kona, ~~Shaka Shoes, Inc., located in~~ Hawaii. The ~~Hawaii-based~~diverse ~~company~~geography ~~was~~of ~~formed~~Hawaii ininspired ~~2005~~the ~~and~~founders ~~has~~to ~~experienced growth~~develop ~~throughout~~a ~~the~~shoe ~~United~~that ~~States~~could go anywhere and ~~internationally~~do anything. In Shaka ~~January 2009~~Shoes, ~~subsequent~~Inc. todesigns ~~the~~and ~~year~~distributes ~~end~~EVA ~~report~~footwear. The ~~date,~~Company wehas ~~have~~since ~~completed~~expanded ato ~~transfer~~over ~~of 20,000,000~~100 ~~shares~~dealers ~~of the Company’s common stock~~ in ~~exchange for~~ the ~~stock~~United ofStates ~~the Hawaii-based~~and ~~company~~internationally.

Shaka Shoes aims to produce a top quality shoe at an entry-level price. All products are produced using a proprietary resin, ShakaZorb, which is a break-through, impact-absorbing material that provides the ultimate in comfort and support. Unique features of ShakaZorb include: (i) anti-microbial formulation; (ii) non-marking, anti-slip soles; (iii) a softer resin, with increased density to provide improved support and comfort; (iv) orthopedic footbed that conforms to the unique footbed within hours of initial wear; (v) non-toxic formula.

There are currently four models of Shaka Shoes available for immediate distribution.

Company locations and facilities include:

U.S. distribution headquarters is in Salt Lake City, Utah.

U.S. fulfillment headquarters is in Los Angeles, California, and Salt Lake City, Utah.

International distribution headquarters are in Edmonton, Alberta, Canada, and Toronto, Ontario, Canada.

Manufacturing facilities are located in Fuzhou and JinJiang, China.

Pending U.S. fulfillment centers are in Atlanta, Georgia and Baltimore, Maryland.

Pending International fulfillment centers are in Hamburg, Germany.

The current EVA footwear market is estimated at $1.2 billion annually. The primary manufacturer is Crocs footwear. They sell approximately $700 million annually. This represents approximately 72,000,000 pairs of shoes sold each year at the wholesale price of $15.00 per pair.

The footwear is produced in three factories in the People's Republic of China. These factories have the capacity to increase their production capacity in accordance with demand.

Business Development

ToCollateral ~~meet our need for cash we raised money from a regulation D 506 Offering for U~~Development.~~S. citizens and Regulation S for non-U.S. citizens.~~ WeAll ~~believe we will have sufficient working capital to meet our needs for the next twelve months. If we are unable to generate meaningful revenues~~brochures, ~~through~~print ~~the new business operating plan~~ads, ~~during~~direct ~~the next twelve months~~mails, oretc. ifthat ~~we are unable to make a reasonable profit after twelve months, we may~~ have ~~to raise additional capital or cease operations. At~~ the ~~present time,~~Shaka weShoes ~~have~~name ~~not~~associated ~~made~~with ~~any~~them ~~plans~~will toreflect ~~raise~~the ~~additional~~Shaka ~~cash~~Shoes ~~other~~brand ~~than~~and ~~through~~company ~~our own operations~~image. IfTherefore, wethe ~~need~~image ~~additional~~developed ~~cash~~will ~~and~~make ~~cannot~~Shaka ~~raise~~Shoes ita werecognizable ~~will either~~brand ~~have~~ to ~~suspend~~all ~~operations~~its ~~until we do raise the cash, or cease operations entirely~~collateral.

~~Employees~~Web-site development. The Shaka Shoes website (http://www.ShakaShoes.com) is a virtual business card and portfolio for the company as well as its online "home" page. The website is simple, yet elegant and well designed. The website will stay current with the latest trends and information for the customers and will act as a portal to the programs and products offered.

WeThere ~~presently~~are three ~~have~~primary nofocuses ~~full-time~~for ~~employees~~the Shaka Shoes website: The Shaka Shoes dealer network, Shaka Shoes Sales Representatives, and the end-consumer.

Current management consists of the majority shareholders: Lynae Gambee, Brett Walters, Trent Walters, Cliff Walters and Tiffany Williams. The current management is providing strategic direction and support to the new operating initiatives. No compensation has been declared for services performed.

Prior to the change in control, Mr. William Lee provided necessary labor to support the operation. In the year 2007, Mr. Lee received no compensation for services provided

There are also no key consulting contracts with any individuals or companies at this time. We currently have no other key employees.

A successful marketing strategy to each of these categories is key to the success of the website.

The website will encourage dealer use through the following:

Secure dealer back-end with username and password to place real-time orders.

Dealer incentive programs offered through online order placement.

Promotional material available online - banners, signs, POS displays, etc.

Dealer newsletter for updates on new products, current specials, shipping information, etc.

The website will assist sales representatives through remote, secure access to website back-end to track complete history for contracted territories and dealer networks and the ability for representatives to assist their dealers in placing orders online directly for instant approval.

The website will target the end-consumer through a user-friendly shopping cart, a free newsletter for updates, product specials, promotions and contexts, providing encouragement and consumer feedback with online promotions such as "new color" contests, dealer locator to drive traffic to our dealers throughout the country, and online contests for free trips to Hawaii, free products and other prizes.

As Shaka Shoes grows internationally, a series of international websites will be developed and launched in the necessary languages to further increase brand awareness and sales throughout the world.

We believe we will have sufficient working capital to meet our needs for the next twelve months. If we are unable to generate meaningful revenues, through the new business operating plan, during the next twelve months, or if we are unable to make a reasonable profit after twelve months, we may have to raise additional capital or cease operations. At the present time, we have not made any plans to raise additional cash other than through our own operations. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Employees

We presently have one full-time employee and one part-time employee.

On October 1, 2009 the Board of Directors of the Company accepted the resignations of Trent Walters as Chief Executive Officer and Director of the Company, Seth Gambee as Chief Financial Officer and Director of the Company, Lynae Gambee as Director of the Company, and Brett Walters as Director of the Company. The resignations of Trent Walters, Seth Gambee, Lynae Gambee, and Brett Walters are not due to any disagreements with the Company and none of these individuals have any claims against the Company.

On October 1, 2009, the Board of Directors of the Company elected Mr. Steven R. Wilmarth to serve sole Director of the Company. That same day, the Board of Directors appointed Mr. Wilmarth to serve as the Chief Executive Officer and the Chief Financial Officer.

On January 31, 2011, the Board of Directors of the Company accepted the resignation of Mr. Steve Wilmarth as Chief Executive Officer, Chief Financial Officer, Director and any and all other positions held with the Company. The resignation of Mr. Wilmarth was not due to any disagreements with the Company and Mr. Wilmarth has no adverse claims against the Company.

On January 31, 2011, the Board of Directors of the Company appointed Mr. James Scott to serve as the sold Director of the Company. That same day, the Board of Directors of the Company appointed Mr. James Scott as the Chief Executive Officer and Chief Financial Officer of the Company.

Mr. James Scott James, age 37, graduated from Liberty University in 1997 with a BS in English literature and a minor in Asian history. Upon graduation Mr. Scott moved to Korea to work as an independent consultant where he assisted Korean and Chinese executives to enhance their communication skills. Since returning to the United States in 2002, Mr. Scott has been working as an independent consultant with American companies assisting with corporate structuring, scalability concepts and strategic alliance.

The Company has a consulting agreement with Diamond Conversions, Inc., Chienn Consulting and Vincent Rees for consulting services through which the Company pays each $10,000 per month for their consulting services.

We currently have no other key employees and do not maintain employment agreements with any officers of the Company.

ITEM 1A. RISK FACTORS

The statements contained in Item 1A that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words "expects," "intends," "plans," "projects," "believes," "estimates," "likely," "possibly," "probably," "goal," "objective," "target," "assume," "outlook," "guidance," "predicts," "appears," "indicator" and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, Technology Resources, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our current expectations, estimates and projections. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) changes in general economic conditions; (ii) regulatory environmental developments and possible adverse application of various federal, state and local regulations; (iii) the effectiveness of our sales and marketing efforts; and (iv) changes in the competitive environment in the industry, including the entrance of new competitors and our ability to advance existing technology. These factors are discussed in detail in our 2007 annual report on Form 10-K/A under "Factors That May Affect Future Results and the Market Price of Common Stock. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

There have been no material changes in market risk since the filing of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. The following are certain market risks identified by management.

We have not identified operations or a date of commencement of these operations as of December 31, 2008, and therefore there is limited information that can be used to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small business. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.

Our ability to achieve and maintain profitability and positive cash flow will be dependent upon:

Management’s ability to establish a successor operating business and plan;

The Company’s ability to keep abreast of the changes by the government agencies and law;

Our ability to attract customers who require the product and services we will offer; and

Our ability to generate revenues through the sale of our product and services to potential customers who desire our products or need our services.

We cannot be sure that we will be successful in generating revenues in the future to cover our expenses. Failure to generate sufficient revenues will cause us to go out of business and any investment in our Company would be lost.

Managing a small public company involves a high degree of risk. Few small public companies ever reach market stability and we will be subject to oversight from governing bodies and regulations that will be costly to meet. Our present officers and directors do not have limited experience in managing a fully reporting public company so we may be forced to obtain outside consultants to assist with our meeting these requirements. These outside consultants are expensive and can have a direct impact on our ability to be profitable. This will make an investment in our Company a highly speculative and risky investment.

While the Company is attempting to disclose all of the potential risks associated with an investment in the Company, there can be no assurance that all of the risks are visible to management. Events occurring in the future may be additional risks to an investment in the Company which are currently unforeseen.

We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.

We may need to raise additional funds through public or private debt or sale of equity to achieve our plan of operations, as defined by new management. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. These funds may not be available or, if available, will be on commercially reasonable terms satisfactory to us. We may not be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans. In addition, such inability to obtain financing on reasonable terms may delay the execution of our plan to expand our operations.

We have no operating history for the new business plan that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small enterprise. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.

Currently we have no significant assets. The likelihood of our success must be considered in light of the expenses and difficulties in developing or merging operating companies and obtaining financing to meet the needs of our plan.

Failure to comply with government regulations will severely limit our sales opportunities and future revenue

Failure to comply with federal and state regulatory and environmental requirements, could affect our abilities to market and sell our products and could substantially reduce the value of your investment and the market price of our common stock.

Because we are smaller and have fewer financial and other resources than many companies, we may not be able to successfully compete in the very competitive industry, as will be defined in the new business operating plan.

Our Competitors have greater financial, marketing and distribution resources than we do and if we are unable to compete effectively with our competitors, we will not be able to increase revenues or generate profits. These other producers may be substantially more profitable than us, which may make it more difficult for us to raise any financing necessary for us to achieve our business plan and may have a materially adverse effect on the market price of our common stock.

We have a Limited Operating History.

Shaka Shoes was organized in 2005, and has spent the past few years testing and proving its business concept in the U.S. and International markets. While this experience suggests the ability to roll out successful locations in neighboring markets, Shaka Shoes will continue to face the difficulties of any new business including lack of financial history, need for additional capital, potential existing and new competition, changing economic conditions, and the challenges of expansion.

We face a Need for Additional Capital.

Shaka Shoes will likely need more investor capital in the future and there is no assurance that it will be able to raise such capital on reasonable terms, if at all.

We are an expansion stage company.

Shaka Shoes has experienced limited success in its initial endeavors. This initial success does not assure success in additional markets or with additional products or offerings.

We are Dependent on Management Personnel.

Shaka Shoes’ future success is largely dependent upon its existing management team, which includes directors and key consultants. The loss of one or more of these officers and directors through injury, death or termination of employment, could result in the investment of significant time and resources for recruiting and replacement. There is no assurance that Shaka Shoes could find the right mix of talent and experience to replace its existing team. There is also no assurance that as Shaka Shoes grow, the existing team can successfully manage the growth of the Company or that Shaka Shoes can attract new talent to the Company as needed.

We face Potential Liability in our business practices.

Shaka Shoes faces potential liability in its business including product liability in the development, manufacturing, and use of Shaka products. Shaka Shoes mitigates the potential liability by remaining knowledgeable of relevant rules and regulations, providing training to its members and employees, and carefully managing the development, manufacturing and use of Shaka products, including complaints and problems related to Shaka products. Shaka Shoes will seek appropriate levels of liability insurance.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

ITEM 2. PROPERTIES

Our principal executive offices are located at ~~77-6360 Halawai~~2507 ~~Place,~~South ~~Kailua~~300 ~~Kona~~West, HISalt Lake City, ~~96740~~Utah 84115. Our phone number is (~~808~~801) ~~329~~467-~~4809~~4439. The Company has had limited need for use of office space or equipment during the current period. Any use of office space or equipment supplied by the shareholders or parties related to the shareholders has, thus far, been immaterial.

ITEM 3. LEGAL PROCEEDINGS

We are not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation. We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

ITEM 4. ~~SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS~~RESERVED

~~None~~This item was removed and reserved pursuant to SEC Release No. 33-9089A issued on February 23, 2010.

5PART II

PART II

Price Range of Common Stock

The Company’s common stock is listed on the Over the Counter Bulletin Board ("OTC: BB") under the symbol “~~MNGA~~SHKZ”. The Company received its "Notice of Effectiveness" on December 12, 2007 from the SEC. The Company's stock commenced trading on the exchange in the first quarter of 2008.

	High	Low
Fiscal Year 2009
Fourth quarter ended December 31, 2009	$ .06	$ .06
Third quarter ended September 30, 2009	.06	.06
Second quarter ended June 30, 2009	.06	.06
First quarter, ended March 31, 2009	1.01	.06
Fiscal Year 2008
Fourth quarter ended December 31, 2008	$ 1.01	$ 1.01
Third quarter ended September 30, 2008	1.01	1.01
Second quarter ended June 30, 2008	1.01	.45
First quarter, ended March 31, 2008	.75	.45
Fiscal Year 2007
Fourth quarter ended December 31, 2007	NA	NA
Third quarter ended September 30, 2007	NA	NA
Second quarter ended June 30, 2007	NA	NA
First quarter, ended March 31, 2007	NA	NA

Approximate Number of Equity Security Holders

On ~~March~~May 612, ~~2009~~2011 the Company's common stock had a closing price quotation of $0.0602. As of ~~March~~May 612, ~~2009~~ 2011, there were approximately ~~436~~54,986,200 shares issued and outstanding with 442 certificate holders of record of the Company’s common stock.

Dividends

We have not declared or paid cash dividends on our common stock.

ITEM 6. SELECTED FINANCIAL DATA

The following financial data is derived from, and should be read in conjunction with, the “Financial Statements” and notes thereto. Information concerning significant trends in the financial condition and results of operations is contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Selected Historical Data
	December 31,
	2008	2007
	2009	2008
Total Assets	$ ~~883,792~~---	$ ~~799~~883,871
Total Liabilities	$ ~~108~~1,~~543~~440,482	$ 56108,~~518~~543
Total Stockholders' Equity	$ ~~775~~(1,~~328~~440,482)	$ ~~(55~~775,~~719)~~328
Net Working Capital	$ ~~775~~(1,~~249~~440,482)	$ ~~(55~~775,~~719)~~328
Revenues	$ ---	$ ~~56,583~~---
Operating Expenses	$ 555,~~175~~181,840	$ 54,~~073~~173
Net income (Loss)	$ (555,~~175~~181,840)	$ 2(55,~~519~~175)

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use GAAP financial measures in the section of this report captioned "Management’s Discussion and Analysis or Plan of Operation" (“MD&A”). All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.

Overview

This subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

General

We were incorporated in Florida on March 1, 1996, as Integrated Marketing Technology, Inc. Our name was changed to Technology Resources, Inc., on January 1, 1997.

Up until May 20, 2008, we provided employee placement services nationally and internationally with our immediate market in the Tampa Bay region. ~~In conjunction with our current Tampa Bay operation, we developed a website presence to allow us to be competitive nationally. Our website address is www.technologyresourcesinc.com.~~ Permanent employment staffing, technical and functional, was our emphasis, however, temporary staff augmentation provided ancillary revenue. ~~Accordingly, we developed a range of services to offer in the consulting industry~~. These included a full range of business services typically found in small to large executive placement firms such as interviewing candidates, performing reference checks, and developing candidate interviewing techniques. We believed the development of these services allows us to deliver the right candidate for the right position to companies in business today.

On May 20, 2008, a change of control in the Company occurred. We ceased operations as an employee placement service and are awaiting direction from the new controlling stockholders. The targeted direction has been, since May 20, 2008, to place the shoe manufacturer, Shaka Shoes, as the operating company.

~~Prior~~ Sources of Revenue

UpSince ~~until~~ May 20, 2008, ~~our source of revenue was~~ the ~~placement~~ ofCompany ahas ~~candidate~~not ingenerated aany ~~permanent~~revenue, oras ~~temporary~~our ~~position. We~~business ~~did~~model ~~this on~~is ~~our~~being ~~own~~developed orand oncertain aconditions ~~fee-splitting~~are ~~basis~~being ~~with~~finalized ~~another~~in ~~placement agency. While~~ the ~~basic~~acquisition ~~method~~ of ~~operation remained constant in our business and~~ the ~~personnel~~operating ~~placement business in general, we refined our operation to provide more detailed services required by our clients~~company. We ~~believed~~believe that itfinalization ~~was~~will ~~our personal~~be ~~attention~~completed toby ~~clients’ needs that has allowed us to penetrate~~ the ~~technology~~ ~~market.~~second Wehalf ~~further~~of believed that it was this refinement that would have allowed us to expand our operations successfully based on concentrated efforts at specializing in technology positions and the candidates needed for them2011.

We had such a fee-splitting agreement in writing with Maki & Company. This is a company owned by one of our Officers, who has since resigned.

Economic and Industry Wide Factors Relevant to our Company

During economic slow-down it was anticipated that there would be a slow-down in permanent placements, as the companies that we service tend to down-size their personnel. Management anticipated this slow-down and entered into an agreement to sell a majority interest in the Company that would bring a more recession-proof business into the company.

Alternative Business Strategy

Since our Registration Statement has been declared effective, the Company has actively been seeking capital from Investment Banks and Private and Venture Capitalists. As of the date of the filing of this report, the Company has not been able to secure additional capital on terms favorable to the Company and its stockholders. The Officers and Directors have determined that it must consider alternative methods of maintaining and increasing company revenues as well as shareholder value. They have determined that strategic alliances, joint ventures, roll-ups, or acquisitions should be considered as a part of a prudent business plan for the future. The Company has begun considering these latter approaches as all efforts at seeking capital have been unsuccessful. The Officers and Director believe they are responsible for maintaining the Company operations as well as increasing shareholder value and are in process of completing transaction for the control of a new operating company.

Plan of Operation (Successor Strategy)

In January 2008, the Company received an unsolicited offer to do a business combination with a shoe and apparel design and manufacturing company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally. In January 2009, ~~subsequent~~we have assigned the operations of the Company to ~~this~~a ~~report~~sales ~~date~~and marketing wholesale distribution company, ~~we have~~effected ~~completed~~by completing a transfer of 20,000,000 shares of the Company’s common stock in exchange for the stock, subsequently assigned to the management of the ~~Hawaii-based~~sales ~~company~~and marketing of our designer footwear.

The plan of operation is being designed for the new business model. In the next twelve months the Company is seeking additional capital investments and or financing for:

·-

expansion of ~~production~~ operation facilities

·-

additional production equipment to meet global demand

increase in sales and marketing efforts

Results of Operations

For the twelve months ended December 31, ~~2008~~2009 and ~~2007~~ 2008

Revenues. For the years ended December 31, ~~2008~~ 2009 and ~~2007~~2008 revenues were $0 and $560,~~583~~ respectively. Since the business experienced a drop in opportunities, due to economic conditions, resulting in the decision to cease operations in the second quarter of 2008, no revenue was earned for 2008.

Operating Expenses. Due to limitations the Company ceased operations, until such time to initiate new operating company, therefore costs ~~decreased. Operation~~represented ~~expenses were~~are ~~$55,175~~professional in nature for the ~~year~~continued ~~ended~~reporting ~~December~~and ~~31,~~due ~~2008,~~diligence ~~compared~~required toin the assessment and merger of targeted operating company. Operation expenses were $5,181,840 and $54,~~073~~173 for the ~~year~~ years ended December 31, ~~2007~~2009 and 2008, respectively. Operating expenses incurred for the majority of ~~2008~~2009 have been for the continued support of the entity’s ~~and~~ reporting requirements, due diligence in the acquisition of the targeted operating company and marketing and business development planning. ~~These~~Included in the operating expenses for 2009 is an impairment charge for the acquisition of Shaka Shoes, the operating company, in the amount of $1,176,403. The impairment was considered based on the value paid and the assumption of debt. There were no operating assets, only the rights to manufacture and distribute the product. Due to the lack of revenue, valuation considerations were challenging and although management considers the product design and rights as valuable, quantifying the valuation of these rights are impractical. Other expenses included in operating expenses are primarily professional fees for legal, ~~and~~ accounting and consulting services.

Net (Loss~~) Income~~. The Company incurred a net ~~loss~~ losses of $555,~~175~~536,198 and ~~net income of~~ $255,~~519~~175 for the years ended December 31, ~~2008~~2009 and ~~2007~~ 2008, respectively. The Company has found the current year economic environment challenging in its efforts to establish the Shaka product line and procure production, resulting in losses due to the difficulty in ~~placing potential~~completing ~~employees~~the acquisition of the target Company. The Company ceased its ~~current~~prior operations in the second quarter of 2008; noand ~~revenue~~has ~~was~~not established any earned asrevenue ofthrough ~~December~~2009 ~~31,~~and 2008. The Company is diligently working towards marketing and sales orders and procuring production and distribution operations.

Liquidity and Capital Resources

As of December 31, ~~2008~~2009, we had no cash ~~and~~or cash equivalents ~~of $70~~. Liabilities at December 31, ~~2008~~2009 totaled $~~108~~1,~~543~~ 440,482 and consisted of $481,~~203~~091,807 in ~~Accounts~~accrued ~~Payable~~liabilities (payables and ~~Accrued~~accrued ~~Expenses~~expense) and ~~$60,340~~a innote ~~Loans~~payable ~~from previous~~of ~~shareholders~~$348,675.

~~Due to the new operating company, the Company may seek additional capital investments for support and expansion of the new operations and its working capital needs~~. ~~To achieve this objective, the Company may sell shares of common stock.~~ However, completion of our operating plan is subject to attaining adequate revenue and profits. We cannot assure investors that adequate revenues or profits will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without achieving projected revenue and profit results within the next twelve months, we anticipate being able to continue with our present activities, but we may require financing to achieve our goal of profit, revenue and growth.

Upon the installation of the new operating company, the Company may seek additional capital investments for support and expansion of the new operations and its working capital needs. To achieve this objective, the Company may sell shares of common stock. However, completion of our operating plan is subject to attaining adequate revenue and profits. We cannot assure investors that adequate revenues or profits will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without achieving projected revenue and profit results within the next twelve months, we anticipate being able to continue with our present activities, but we may require financing to achieve our goal of profit, revenue and growth.

Inflation

Inflation does not materially affect our business or the results of our operations.

Subsequent Events

InBusiness ~~January~~Combination ~~2008, the Company received an unsolicited offer to do a business combination with a shoe~~ and ~~apparel~~Share ~~design~~Exchange ~~and manufacturing~~Agreement company located in Hawaii. The Hawaii-based company was formed in 2005 and has experienced growth throughout the United States and internationally. In January 2009, subsequent to this report date, we have completed a transfer of 20,000,000 shares of the Company’s common stock in exchange for the stock of the Hawaii-based company.

OnThe ~~January~~Company ~~21,~~received ~~2009~~an ~~the~~unsolicited ~~Board~~offer ofto ~~Directors~~do ofa ~~the~~business ~~Company received~~combination ~~and~~with ~~accepted~~a ~~the~~Hawaii-based ~~resignation~~manufacturing offirm, ~~Cliff~~related ~~Walters~~party asto ~~Chief~~the ~~Executive Officer~~Majority ~~and~~Purchasers ~~Director~~(See ofNote ~~the~~H), ~~Company~~in ~~and~~the ~~David~~latter ~~Rees~~part ~~as Director~~ of ~~the Company~~2007,. On ~~January~~December 2114, ~~2009,~~2007 the ~~Board~~Company ofreceived ~~Directors~~a formal Letter of ~~the~~Intent ~~Company~~from ~~elected Trent~~this ~~Walters~~entity to ~~serve~~obtain as the ~~Chief~~controlling ~~Executive~~portion ~~Officer~~ of ~~the~~Technology ~~Company. Trent Walters will also continue his duties as Senior Vice President~~Resources, ~~Manufacturing-Product~~ ~~Development for the Company~~Inc.

On November 13, 2008, the Company entered into an Agreement for Share Exchange with Shaka Shoes, Inc., the Hawaii company (“SHAKA”) and Lynae Gambee, Brett Walters, Trent Walters, Steve Wilmarth and Tiffany Williams, individually, the owners and shareholders of SHAKA (the “Shareholders”)

Pursuant to the terms of the Agreement, the Company shall acquire a 100% ownership interest in SHAKA from the Shareholders. Consideration to be paid by Technology Resources, Inc. to the Shareholders shall be a total of 20,000,000 shares of its common stock (the “Exchange Shares”) in exchange for 100% of the ownership interests in SHAKA. According to the terms of the Agreement, Lynae Gambee, Brett Walters, Trent Walters, Steve Wilmarth and Tiffany Williams shall each receive 4,000,000 shares of common stock in the Company. The Exchange shall take place according to the terms of the Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through the issuance of the Exchange Shares, Technology Resources, Inc. shall have a total of approximately 38,930,200 shares of its common stock issued

and outstanding. The Agreement will close subject to the provisions and conditions of the Agreement and the discretion of the parties. Exchange of shares occurred on January 21, 2009.

On January 21, 2009, the original parties to in the Agreement for Share Exchange, assigned their agreement to Steve Wilmarth and a group which will make efforts to market and sell the Shaka designed footwear through distribution channels. The share assignment was completed on May 9, 2009 pursuant to their agreement.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

The Company’s significant accounting policies are presented in the Company’s notes to financial statements for the period ended December 31, ~~2008~~2009 and ~~2007~~2008, which are contained in this filing, the Company’s 2008 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

Recent Accounting Pronouncements

The Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.

ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

~~Technology~~Shaka ~~Resources~~Shoes, Inc.

(Formerly Technology Resources, Inc.)

As of December 31, 2008 and December 31, 2007

And for the Years Ended December 31, 2008, and 2007

Contents

Financial Statements
Financial Statements:
Report of Independent Registered Public Accounting Firm	1112
Balance Sheets	1213
Statements of Operations	1314
Statements of Changes in Stockholders’ Equity	14
Statements of Changes in Stockholders’ (Deficit) Equity	15
Statements of Cash Flows	1516
Notes to Financial Statements	1617 - 1920

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders ofTechnology Resources, Inc.Kailua Kona, HI

We have audited the accompanying balance sheet of Technology Resources, Inc. as of December 31, 2008, and the related statement of income, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2008. Technology Resources, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Technology Resources, Inc. as of December 31, 2008, and the results of its operations and its cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in note C to the financial statements, the Company has incurred net losses since inception, which 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/ Hawkins Accounting Hawkins Accounting April 14, 2009 Los Angeles, CA

Technology Resources, Inc.
Balance Sheet
As of December 31, 2008 and 2007
			2008		2007
ASSETS
Current Assets
Cash	$		70	$	127
Accounts receivable, related party			883,722		-
Total current assets			883,792		127
Furniture and equipment			19,954		19,954
Accumulated depreciation			(19,954)		(19,361)
Furniture and equipment, net			-		593
Investment in wholly-owned subsidiary			79		79
TOTAL ASSETS	$		883,871	$	799
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable and accrued expenses		$	48,203	$	21,798
Due to shareholder			60,340		-
Line of credit					34,720
Total current liabilities			108,543		56,518
Stockholders' Equity
Common stock, $.001 par value,
50,000,000 shares authorized,
18,986,200 and 15,360,000 issued
and outstanding			18,986		15,360
Paid in capital			1,018,648		115,664
Stock subscription receivable			(20,388)
Accumulated deficit			(241,918)		(186,743)
			775,328		(55,719)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$		883,871	$	799
See accompanying notes to the financial statement and accountant's report.

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado 80014

Telephone (303)306-1967

Fax (303)306-1944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Shaka Shoes, Inc.

Salt Lake City, Utah

I have audited the accompanying balance sheet of Shaka Shoes, Inc. (a development stage company) as of December 31, 2009, and the related statements of operations, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The financial statements of Shaka Shoes, Inc. as of December 31, 2008, were audited by other auditors whose report dated April 14, 2009, on those financial statements included an explanatory paragraph describing going concern issues as discussed in Note C to the financial statements.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shaka Shoes, Inc. as of December 31, 2009, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements the Company has suffered a loss from operations and has a stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado

Ronald R. Chadwick, P.C.

May 17, 2011

RONALD R. CHADWICK, P.C.

Technology Resources, Inc.
Shaka Shoes, Inc.
Statement of Operations
(Formerly Technology Resources, Inc.)
For the Years Ended December 31, 2008 and 2007
Balance Sheet
		2008		2007
								December 31,
Revenue	$	-	$	56,583
								2009				2008
Operating Expenses
ASSETS
Computer and Internet Expenses		409		2,122
Current Assets
Contract labor		-		27,257
Cash						$		--		$		70
Depreciation Expense		593		200
Receivable, related party								--				883,722
Interest Expense		1,002		3,495
Total current assets								--				883,792
Office Supplies and Miscellaneous		205		7,093
Furniture and equipment, net of accumulated depreciation of $0 and $19,954							--				--
Professional Fees		52,516		12,594
Investment in wholly-owned subsidiary								--				79
Telephone		450		1,312
TOTAL ASSETS						$		--		$		883,871
Total Expenses		55,175		54,073
LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY
Net Income (Loss) from Operations		(55,175)		2,510
Liabilities
Other Income (Expenses)
Current Liabilities
Interest Income		-		59
Accounts payable and accrued expenses					$		1,091,807		$		48,203
Provision for Income Taxes		-		(50)
Due to related parties								--				60,340
Total Other Income (Expenses)		-		9
Notes Payable								348,675				--
Net Income (Loss)	$	(55,175)	$	2,519
Total current liabilities								1,440,482				108,543
Earnings per Common Share	$	(0.00)	$	0.00
Stockholders' (Deficit) Equity
Weighted Average Common Shares		17,575,381		15,360,000
Common stock, $.001 par value, 200,000,000 shares
See accompanying notes to the financial statement and accountant's report.
authorized, 38,986,200 and 18,986,200 issued and outstanding								38,986				18,986
Paid in capital								3,998,648				1,018,648
Stock Subscription Receivable								--				(20,388)
Accumulated deficit								(5,478,116)				(241,918)
								(1,440,482)				775,328
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY						$		--		$		883,871
See accompanying notes to the financial statement.

Technology Resources, Inc.
	Shaka Shoes, Inc.
Statement of Changes in Stockholders’ Equity
	(Formerly Technology Resources, Inc.)
For the Twelve Months Ended December 31, 2008 and 2007
	Statements of Operations
				Stock
			December 31,			December 31,
	Common Stock		Contributed	Subscription	Accumulated
			2009	2008		2009		2008
	Shares	Amount	Capital	Receivable	Deficit	Total
Revenue			$ -	$ -	$	--	$	--
Balances at January 1, 2007	1,024,000	$ 1,024	$ 130,000	$ -	$ (189,262)	$ (58,238)
Operating Expenses
Stock Split 15:1
Consulting						710,000		--
September 3, 2007 (Note F)	14,336,000	14,336	(14,336)	-	-	-
Depreciation Expense			-	-		--		593
Net Income	--	-	-	-	2,519	2,519
Office Supplies and Miscellaneous						70		1,064
Balances at December 31, 2007	15,360,000	15,360	115,664	-	(186,743)	(55,719)
Professional Fees						295,367		52,516
Stock issued	3,626,200	3,626	902,984	(20,388)		886,222
Stock-based payments for services 320,000				-		3,000,000		--
Net loss	-	-	-	-	(55,175)	(55,175)
Impairment of assets						1,176,403		--
Balances at December 31, 2008	18,986,200	$ 18,986	1,018,648	$ (20,388)	$ (241,918)	$ 775,328
Total Expenses						5,181,840		54,173
See accompanying notes to the financial statement and accountant's report.
Net Income (Loss) from Operations						(5,181,840)		(54,173)
Other Income (Expenses)
Interest Income (Expense)						(54,358)		(1,002)
Total Other Income (Expenses) (65,244)						(54,358)		(1,002)
Net (Loss)					$	(5,236,198)	$	(55,175)
Earnings per Common Share					$	(0.14)	$	(0.01)
Weighted Average Common Shares 38,986,200						37,887,299		17,591,508
See accompanying notes to the financial statement.

Technology Resources, Inc.
Shaka Shoes, Inc.
Statement of Cash Flows
(Formerly Technology Resources, Inc.)
For the Years Ended December 31, 2008 and 2007
Condensed Statement of Changes in Stockholders’ Equity
			2008		2007
For the Years Ended December 31, 2009 and 2008
OPERATING ACTIVITIES:
	Common Stock				`	Accumulated
Net (Loss) Income	$		(55,175)	$	2,519
	Shares		Amount		Capital	Deficit	Total
Adjustments to reconcile net loss to cash used in
Balances at January 1, 2008	15,360,000		$ 15,360		$ 115,664	$ (186,743)	$ (55,719)
and provided by operating activities
Stock issued	3,626,200		3,626		902,984	--	906,610
Depreciation			593		200
Net Income	--		--		--	(55,175)	(55,175)
Changes in:
Balances at December 31, 2008	18,986,200		18,986		1,018,648	(241,918)	795,716
Receivable from related party			(883,772)		-
Stock issued for services	20,000,000		20,000		2,980,000	--	3,000,000
Accounts payable and accrued expenses			26,405		18,311
Net loss	--		--		--	(5,236,198)	(5,236,198)
Net Cash (used in) provided by operating activities			(911,899)		21,030
Balances at December 31, 2009	38,986,200		38,986		3,998,648	(5,478,116)	(1,440,482)
INVESTMENT ACTIVITIES:
See accompanying notes to the financial statement.
Investment in Wholly-Owned Subsidiary			-		79
Net Cash provided by investment activities			-		79
FINANCING ACTIVITIES:
Repayment of Line of Credit			(34,720)		(85)
Shareholder Loans			60,340		(21,914)
Sale of Common Stock			886,222		-
Net provided by (used in) Financing Activities			911,842		(21,999)
NET CASH (DECREASE) INCREASE FOR THE PERIOD			(57)		(890)
BEGINNING CASH			127		1,017
ENDING CASH DECEMBER 31, 2008 AND 2007		$	70	$	127
See accompanying notes to the financial statement and accountant's report.

Technology Resources, Inc.


Shaka Shoes, Inc.
(Formerly Technology Resources, Inc.)
Statement of Cash Flows


		December 31,
		2009		2008
OPERATING ACTIVITIES:
Net (Loss)	$	(5,236,198)	$	(55,175)
Adjustments to reconcile net loss to cash used in
and provided by operating activities:
Depreciation		--		593
Impairment of assets		1,138,037		-
Stock based payments		3,000,000
Changes in:
Receivable from related party		--		(883,722)
Accounts payable and accrued expense		1,098,091		26,405
Net Cash (used in) Operating Activities		(70)		(911,899)

FINANCING ACTIVITIES:
Repayment of Line of Credit		--		(34,720)
Shareholder Loans		--		60,340
Sale of Common Stock		--		886,222
Net provided by Financing Activities		--		911,842

NET CASH (DECREASE) INCREASE FOR THE PERIOD		(70)		(57)
BEGINNING CASH		70		127
ENDING CASH AS OF DECEMBER 31, 2009 and 2008	$	--	$	70


Supplemental cash flow information:
Interest paid	$	--	$	--
Taxes paid	$	--	$	--

Non-cash transactions:
Notes payable assumed in acquisition	$	342,554	$	--
Related party debt, assumed in acquisition	$	60,340	$	--
Payments for equity transfer	$	883,722	$	--
\

*See accompanying notes to the condensed financial statement.*

Shaka Shoes, Inc.

(Formerly Technology Resources, Inc.)

Notes to Financial Statements

December 31, ~~2008~~2009 and ~~2007~~2008

NOTE A – ORGANIZATION AND NATURE OF BUSINESS

~~The~~Background ~~Company was incorporated March 1, 1996 in the State of Florida. The Company is in the business of providing placement services in the field of technical and executive personnel.~~ Information

UpShaka ~~until May 20~~Shoes, ~~2008~~Inc., ~~the~~was ~~Company~~originally ~~provided~~incorporated ~~employee placement~~on ~~services~~March ~~nationally~~1, ~~and~~1996 ~~internationally~~in ~~with~~Florida ~~the~~as ~~immediate~~Integrated ~~market~~Marketing ~~in the~~Technology, ~~Tampa Bay region~~Inc. Its ~~The~~name ~~Company~~ was ~~primarily~~changed ato ~~permanent~~Technology ~~employment~~Resources, ~~agency; however~~Inc., ~~temporary~~on ~~staff~~January ~~augmentation~~1, ~~provides ancillary revenue~~1997. In ~~Accordingly~~2009, ~~the~~ ~~Company developed~~ a ~~range~~corporate ofaction ~~services~~was toapproved ~~offer~~by in the ~~consulting~~shareholders ~~industry. These~~to ~~included~~change athe ~~full~~name ~~range~~ of ~~business~~the ~~services~~Company ~~typically~~to ~~found~~“Shaka inShoes, ~~small~~Inc.” This ~~to large~~name ~~executive~~change ~~placement~~was ~~firms~~effective ~~such~~and asfiled ~~interviewing~~with ~~candidates,~~the ~~performing reference~~state ~~checks,~~of ~~and~~Florida ~~developing~~as ~~candidate~~of ~~interviewing~~May ~~techniques.~~22, 2009.

OnIn ~~May~~January ~~20,~~ 2008, athe ~~change~~Company ofreceived ~~control~~an ofunsolicited ~~the Company~~offer ~~occurred, pursuant~~ to ~~the~~do ~~transactions~~a ~~completed~~business bycombination ~~the~~with ~~Stock~~a ~~Purchase Agreement~~shoe ~~(see~~and ~~Note~~apparel ~~H). The~~design ~~Company~~and ~~has~~manufacturing ~~ceased~~company ~~operations~~located asin anHawaii. The ~~employee placement~~Hawaii-based ~~service~~company ~~and~~was isformed ~~awaiting~~in ~~current~~2005 ~~business~~and ~~operations~~has ~~directed~~experienced bygrowth throughout the ~~new~~ ~~controlling~~United ~~stockholders~~States ~~(See~~and ~~Note J)~~internationally.

In January ~~2008~~2009, the ~~Company~~Hawaii-based ~~received~~manufacturing ancompany ~~unsolicited offer~~assigned toits dorights aunder ~~business~~the ~~combination~~offer ~~with~~to ~~Shaka~~owners ~~Shoes, Inc. (SHAKA), a shoe~~ and ~~apparel~~ ~~design~~directors ~~and~~to ~~manufacturing company located in Hawaii. The Hawaii~~carry-~~based~~out ~~company~~the ~~was~~business ~~formed~~plan into ~~2005~~sell, market and ~~has~~wholesale ~~experienced growth throughout~~ the ~~United~~designed ~~States and internationally~~footwear. In The ~~January~~completion ~~2009,~~of ~~subsequent to~~the ~~this~~assignment ~~report~~occurred ~~date,~~on wethe ~~have completed a~~ transfer of 20,000,000 shares of the Company’s common stock, inwhich ~~exchange~~were ~~for~~then assigned to the ~~stock~~eventual ofmajority holders on May 5, 2009, pursuant to the ~~Hawaii-based~~terms ~~company. (See~~of ~~Note~~their J)Stock Purchase Agreements.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the years ended December 31, ~~2008~~2009 and ~~2007~~2008; (b) the financial position at December 31, 2008, and (c) cash flows for the years ended December 30, 2008 and 2007, has been made.

Certain reclassifications have been made to prior reported amounts. These reclassifications were made for the purpose of comparability to the current information presented and any reclassifications are considered immaterial.

Use of Estimates

Financial Instruments

~~The~~Effective ~~Company’s~~January 1, ~~balance~~2008, ~~sheets~~the ~~include~~Company ~~the~~adopted ~~following financial~~FASB ~~instruments:~~ASC ~~cash~~820, ~~receivable~~“Fair ~~from~~Value ~~related~~Measurements ~~party~~and Disclosures” (“ASC 820”), ~~accounts~~for ~~payable~~assets and ~~amounts~~ ~~due~~liabilities tomeasured ~~stockholder.~~at ~~The~~fair ~~carrying~~value ~~amounts~~on ofa ~~current~~recurring ~~assets~~basis. ~~and~~ASC ~~current liabilities~~820 ~~approximate~~establishes ~~their~~a common definition for fair value ~~because~~to ofbe ~~the~~applied ~~relatively~~to ~~short~~existing ~~period of~~generally ~~time~~accepted ~~between~~accounting principles that require the ~~origination~~use of ~~these~~fair ~~instruments~~value measurements, establishes a framework for measuring fair value and ~~their~~expands ~~expected realization. Due~~disclosure toabout ~~the~~such ~~demand~~fair ~~nature~~value measurements. The adoption of ~~the~~ASC 820 ~~temporary~~did ~~agreements, receivable~~not ~~form~~have ~~related~~an ~~party~~impact ~~and~~on ~~amounts~~the ~~due~~Company’s tofinancial ~~stockholder,~~position ~~the~~or ~~carrying values~~operating ~~approximate~~results, ~~their~~but ~~fair~~did ~~value~~expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:


	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Accounting Standards Codification

The issuance by the FASB of the Accounting Standards Codification^TM (the “Codification”) on July 1, 2009 (effective for interim or annual reporting periods ending after September 15, 2009), changes the way that GAAP is referenced. Beginning on that date, the Codification officially became the single source of authoritative nongovernmental GAAP; however, SEC registrants must also

consider rules, regulations, and interpretive guidance issued by the SEC or its staff. The change affects the way the Company refers to GAAP in financial statements and in its accounting policies. All existing standards that were used to create the Codification became superseded. Instead, references to standards consist solely of the number used in the Codification’s structural organization.

Subsequent Events

In May 2009, the FASB issued ASC Topic 855: Subsequent Events (“ASC855”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. For purposes of determining whether a post-balance sheet event should be evaluated to determine whether it has an effect on the financial statements for the year ended December 31, 2009, subsequent events were evaluated by the Company through the date on which the financial statements have been filed with the Securities and Exchange Commission.

Cash and Cash Equivalents

The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Furniture and Equipment

Furniture and equipment is stated at cost. Depreciation is computed using accelerated methods over the estimated useful lives of the assets (five years for furniture and equipment). Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. ~~Based~~Due ~~upon~~to ~~its analysis,~~ the ~~Company~~change ~~believes~~in ~~that no~~ownership ~~impairment~~and ofrelocation, ~~furniture~~the ~~and~~Company ~~equipment~~disposed ~~existed~~or asabandoned ofall ~~December~~fixtures ~~31,~~and ~~2007~~equipment. Furniture and equipment were fully depreciated as of December 31, 2008, therefore the carrying value of the equipment was $0 and no charge to expenses was recognized upon abandonment.

Revenue Recognition

The Company ~~generated~~will be generating revenue by ~~providing placement~~shipping ~~services~~merchandise into ~~the~~its ~~field~~customers. Upon shipment of ~~technical~~orders, ~~and~~revenue ~~executive~~will ~~personnel. Permanent~~be ~~employment~~recognized, ~~staffing~~according ~~and~~to ~~staff~~the ~~augmentation~~terms ~~was another avenue~~ of ~~revenue.~~ ~~The~~the ~~Company~~shipping ~~provided~~agreement, ~~these~~normally ~~services~~FOB ~~and~~shipping ~~billed~~point, ~~for~~at ~~them~~which ~~when~~time ~~a candidate~~title ~~was~~and ~~placed. The~~risk ~~Company~~of ~~recognized~~loss ~~its~~passes ~~revenue~~to ~~when~~the ~~a candidate was placed and customers were billed~~purchaser. At that point in time the price had been determined and collectability reasonably assured. ~~The~~and ~~Company~~revenue ~~developed relationships~~is ~~with other companies within the industry with whom the Company worked on a fee-splitting basis~~recognized. ~~When fee splitting occurred it was done equally between the two companies. Revenues were being reported net of any fee-splitting arrangements.~~

~~Major~~Related ~~Customers~~Party Transactions and Loans

~~Historically,~~Shareholder loans consist of amounts advanced to the Company ~~has~~for ~~been~~the ~~reliant on~~purpose ~~three~~of ~~major~~financing ~~customers~~the tocash ~~provide~~requirements ~~seventy~~of ~~five~~the ~~percent~~Company. Related party receivables and payables have occurred for the specific purposes of ~~its~~transactions ~~revenue~~(target acquisition). Advances are considered demand loans and is interest bearing at a reasonably determined interest rate. Advances are intended to be temporary, however payment is dependent on the lenders demand.

Shareholder Loans

Shareholder loans consist of amounts advanced to the Company. These advances are non-interest bearing and payable on demand. Advances are intended to be temporary; therefore no interest is imputed on the amounts advanced by shareholders.

NOTE C – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has a material net loss, negative cash flows from operations and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the company’s ability to raise additional funds and implement its new business plan. Based on management’s viable plan, the financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.

NOTE D – ~~LINE-OF-CREDIT~~DEBT

~~The~~Line ~~Company cancelled a $35,000 renewable line-~~of~~-credit~~ with Wachovia Bank. The line-of-credit was secured by the personal guarantee of the company shareholders. Interest was payable monthly at a rate of 11.50% per annum. The line-of –credit was closed effective June 11, 2008. The total unused credit line available at December 30, 2008 is $0.Credit

The Company cancelled a $35,000 renewable line-of-credit with Wachovia Bank. The line-of-credit was secured by the personal guarantee of the company shareholders. Interest was payable monthly at a rate of 11.50% per annum. The line-of –credit was closed effective June 11, 2008. The total unused credit line available at December 31, 2008 is $0.

Note Payable

The Company entered into a promissory note payable with an unrelated party on February 26, 2006 in the amount of $100,000 United States dollars and on September 17, 2007 in the amount of $242,554 United States dollars. Each note was payable in Canadian dollars one year from issuance, with interest accrued at 4%. The Company has not made payment on the note or the accrued interest. The note is payable on demand. The Company has recognized the change in the revaluation of the note at the exchange rate at the balance sheet and included the change, in the amount of $6,121, included in interest expense. The amount due in United States dollars, as of December 31, 2009 is $348,675. Accrued expenses include the accrued interest in the amount of $37,652 and amounts accrued are charged to interest expense.

Due to Related Parties

The Company has several agreement with lenders related to the Company, primarily shareholders. There are no formal repayment agreements or terms, as the amounts have resulted from temporary loans to the Company. Amounts are considered to be demand notes. The Company has accrued a reasonable interest rate (6%), until such time that the debt can be formalized into promissory notes. The amount due to related parties was $0 and $60,340 for the years ended December 31, 2009 and 2008, respectively.

NOTE E - INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The company fully utilized all available net operating losses at December 31, 2007. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses since 2008 and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.


	2009	2008
Current Provision (Benefit):
Federal	$ (1,780,300)	$ (18,800)
State, net of federal benefit	(188,500)	(2,000)
Total	(1,968,800)	(20,800)
Valuation Allowance	1,968,800	20,800
Net Current Provision (Benefit)	$ -	$ -

Deferred Tax Asset:
Net Operating Loss	$ 1,547,300	$ 20,800
Goodwill	442,400
Deferred Tax Asset	1,989,700	20,800
Valuation Allowance	(1,989,700)	(20,800)
Net Deferred Tax Asset	$ -	$ -

The Company has recorded a 100% valuation allowance against the net deferred tax asset at December 31, 2009 and 2008 due to the uncertainty of its ultimate realization. As time passes, management will be able to better assess the amount of tax benefit it will realize from using the net deferred tax asset resulting from the loss carry forwards. At December 31, 2009, the Company has available unused federal net operating losses of approximately $4,115,000 that may be used against future taxable income and if not utilized, will expire between 2028 and the end of 2029.

NOTE F – EARNINGS PER COMMON SHARE

The Company follows SFAS No. 128, “Earnings Per Share.” Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no share equivalents and, thus, anti-dilution issues are not applicable. For comparative purposes, the weighted average shares were restated from prior periods to reflect subsequent stock splits.

NOTE G – RECENT ACCOUNTING PRONOUNCEMENTS

InWe ~~December~~have ~~2007,~~reviewed the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141(revised 2007), Business Combinations, which replaces SFAS No. 141. The statement retains the purchase method of accounting ~~for acquisitions,~~pronouncements ~~but~~and ~~requires~~interpretations athereof ~~number~~that ofhave ~~changes,~~effectiveness ~~including~~dates ~~changes~~during in the ~~way assets~~periods reported and ~~liabilities are recognized~~ in ~~the~~future ~~purchase accounting~~periods. ~~It also~~ ~~changes~~We ~~the~~believe ~~recognition~~that ~~of assets acquired and liabilities assumed arising from contingencies, requires~~ the ~~capitalization~~following ofimpending ~~in-process~~standards ~~research~~may ~~and development~~have atan ~~fair~~impact ~~value,~~on ~~and~~our ~~requires~~future ~~the~~filings. The ~~expensing~~applicability of ~~acquisition-related costs~~any asstandard ~~incurred. SFAS No. 141(R)~~ is ~~effective~~subject ~~for~~to the ~~Company beginning~~formal ~~January~~review 1,of ~~2009~~our ~~and~~financial ~~will~~management ~~apply~~and ~~prospectively~~certain tostandards ~~business~~are ~~combinations completed~~under ~~on or after that date~~consideration.

In ~~September~~August ~~2006~~2009, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued ~~Statement of Financial~~ Accounting Standards Update (“~~SFAS~~ASU”) No. ~~157~~2009-04, ~~“Fair~~ ~~Value~~Accounting ~~Measurements.”~~for ~~SFAS~~Redeemable ~~No.~~Equity ~~157~~Instruments ~~clarifies~~— ~~the~~Amendment ~~principle~~to ~~that~~Section ~~fair value~~480-10-S99. ~~should~~This beASU ~~based~~represents ~~on the assumptions market participants would use when pricing~~ an ~~asset~~update ~~or liability and establishes a fair value hierarchy that prioritizes the information used~~ to ~~develop~~Section ~~those assumptions. Under the standard~~480-10-S99, ~~fair~~Distinguishing ~~value~~Liabilities ~~measurements~~from ~~would~~Equity, beper ~~separately~~Emerging ~~disclosed~~Issues byTask ~~level~~Force ~~within the~~Topic ~~fair hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15~~D-98, ~~2007~~“Classification and ~~interim~~Measurement ~~periods~~of ~~within those~~Redeemable ~~fiscal years, with early adoption permitted~~Securities.” The adoption of ~~SFAS~~ASU ~~No.~~2009-04 ~~157 did~~will not have a material impact on ~~the~~our ~~Company's~~ financial ~~condition or results of its operations~~statements.

17In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value. This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, to provide guidance on the fair value measurement of liabilities. The adoption of ASU 2009-05 is not expected to have a material impact on our financial statements.

In ~~February~~September ~~2007~~2009, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued ~~Statement of Financial~~ Accounting Standards Update (“~~SFAS~~ASU”) No. ~~159~~2009-06, ~~“The~~ ~~Fair~~Implementation ~~Value~~Guidance ~~Option~~on Accounting for ~~Financial~~Uncertainty Assets and Financial Liabilities.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in ~~reported~~ ~~earnings~~Income ~~caused~~Taxes ~~by measuring related assets~~ and ~~liabilities~~Disclosure ~~differently without~~Amendments ~~having to apply complex hedge accounting provisions. SFAS No. 159 is effective~~ for ~~financial~~Nonpublic ~~statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, with early adoption permitted~~Entities. ~~The~~This ~~adoption~~Accounting ofStandards ~~SFAS No. 159 did not have a material impact on the Company's financial condition or results of its operations.~~

In December 2007, the FASB issued SFAS No. 160; Noncontrolling Interest in Consolidated Financial Statements, and amendment of ARB 51, which changes the accounting and reporting for minority interest. Minority interest will be recharacterized as noncontrolling interest and will be reported as component of equity separate from the parent's equity, and purchases or sales of equity interests that do not result in change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the date of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective for the Company beginning January 1, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively. The Company is not part of a consolidating group and currently is not affected by this pronouncement.19

InUpdate ~~March~~provides ~~2008,~~additional ~~the~~implementation ~~Financial~~guidance ~~Accounting~~on ~~Standards~~accounting ~~Board issued~~for ~~SFAS~~uncertainty ~~No.~~in ~~161,~~income ~~Disclosures~~taxes ~~about Derivative Instruments~~ and ~~Hedging Activities. SFAS~~eliminates ~~No.~~the ~~161 requires additional~~ disclosures ~~related to~~required ~~the~~by ~~use~~paragraph of740-10-50-15(a) ~~derivative~~through ~~instruments,~~(b) ~~the accounting~~ for ~~derivatives~~nonpublic ~~and the financial statement impact of derivatives~~entities. ~~SFAS~~ ~~No. 161 is effective for fiscal years beginning after November 15, 2008.~~ The adoption of ~~SFAS~~ ~~No.~~ASU ~~161~~2009-06 will not have material impact ~~the~~on ~~Company's~~our financial statements.

In ~~May 2008~~September 2009, the FASB issued ~~SFAS~~Accounting Standards Update (“ASU”) No. ~~162~~ 2009-08, ~~“The Hierarchy~~Earnings ofPer ~~Generally~~Share ~~Accepted~~Amendments ~~Accounting~~to ~~Principles”~~Section ~~(“SFAS 162”)~~260-10-S99. ~~SFAS 162~~ ~~identifies~~This ~~the~~Codification ~~sources~~Update ofrepresents ~~accounting~~technical ~~principles~~corrections ~~and~~to ~~the~~Topic ~~framework for~~260-10-S99, ~~selecting~~Earnings ~~the~~per ~~principles~~Share, ~~used~~based inon ~~the~~EITF ~~preparation~~Topic ofD-53, ~~financial~~Computation ~~statements~~ of ~~nongovernmental~~ ~~entities~~Earnings ~~that~~Per ~~are~~Share ~~presented~~for ina ~~conformity~~Period ~~with~~that ~~generally accepted~~Includes ~~accounting~~a ~~principles~~Redemption ~~(the~~or ~~GAAP hierarchy).~~an ~~SFAS~~Induced ~~162~~Conversion ~~will~~of ~~become effective~~a ~~60 days~~Portion ~~following~~of ~~the~~a ~~SEC’s~~Class ~~approval~~ of ~~the~~Preferred ~~Public~~Stock ~~Company Accounting~~and ~~Oversight~~EITF ~~Board~~Topic ~~amendments to AU Section 411~~D-42, “The ~~Meaning~~ Effect of ~~Present~~the ~~Fairly~~Calculation inof ~~Conformity~~Earnings ~~With~~per ~~Generally~~Share ~~Accepted~~for ~~Accounting~~the ~~Principles.” The~~Redemption ~~Company~~or ~~does~~Induced ~~not~~Conversion ~~currently~~of ~~expect~~Preferred ~~the~~Stock. The adoption of ~~SFAS 162~~ASU to2009-08 will not have a material ~~effect~~impact on our ~~results of operations and~~ financial ~~condition.~~statements

In ~~May 2008~~September 2009, the FASB issued ~~FSP~~ Accounting ~~Principles~~ ~~Board~~Standards Update (“~~APB~~ASU”) 14No. 2009-112, ~~“Accounting~~Fair ~~for~~Value ~~Convertible~~Measurements ~~Debt~~and ~~instruments~~Disclosures ~~That May~~(Topic Be820), ~~Settled~~Investments in ~~Cash~~Certain ~~upon~~Entities ~~Conversion~~that ~~(Including~~Calculate ~~Partial~~Net ~~Cash~~Asset ~~Settlement)” (“FSP~~Value ~~APB 14-1”).~~per ~~FSP~~Share ~~APB 14-1~~(or ~~requires~~Its ~~the~~Equivalent). ~~issuer~~This ofAccounting ~~certain convertible~~Standards ~~debt~~Update ~~instruments~~amends ~~that~~Subtopic ~~may~~820-10, beFair ~~settled~~Value inMeasurements ~~cash~~and ~~(or~~Disclosures ~~other~~> ~~assets)~~Overall, ~~on conversion~~ to ~~separately~~provide ~~account~~guidance ~~for~~on the ~~liability~~fair ~~(debt) and~~value ~~equity (conversion~~measurement ~~option) components~~ of ~~the~~investments ~~instrument~~ in acertain ~~manner~~entities that ~~reflects~~calculate ~~the issuer’s~~net ~~non-convertible~~asset ~~debt~~value ~~borrowing~~per ~~rate.~~share ~~FSP~~(or ~~APB 14-1~~its ~~is effective for fiscal years beginning after December 15, 2008 on a retroactive basis~~equivalent). ~~As we~~The ~~do not have convertible debt at this time, we currently believe the~~ adoption of ~~FSP~~ASU ~~APB 14~~2009-112 will not have nomaterial ~~effect~~impact on our ~~results of operations and~~ financial ~~condition~~statements.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other applicable accounting literature. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not anticipate that the adoption of FSP FAS 142-3 will have an impact on its results of operations or financial condition.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”), which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, Earnings per Share. FSP EITF 03-6-1 is effective retrospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of FSP EITF 03-6-1 will not materially impact the Company’s financial condition and results of operations.

NOTE H – EQUITY TRANSACTIONS

Completion of Disposition of Assets and Change of Control

On May 20, 2008, the Company’s majority shareholders, Emily Lee and William S. Lee, completed the transaction set forth in the Majority Stock Purchase Agreement entered into on January 4, 2008 with certain Majority Purchasers, related parties to the Hawaii-based manufacturing company ~~(see Note J)~~. Pursuant to the terms of the Majority Stock Purchase Agreement, the Majority Purchasers have transferred to Emily and William S. Lee a total consideration of $422,360 to purchase an aggregate of 7,940,000 shares personally owned by Emily and William S. Lee. A change of control of the Company has occurred. 51.69% of the issued and outstanding shares of the Company have been transferred at an average purchase price of $.053 per share. Pursuant to the transactions completed by the Stock Purchase Agreement above, there has been a change of control in the Company.

In January 21, 2009, the Company completed a transfer of 20,000,000 shares of its common stock in exchange for services related to the due diligence of the Hawaii-based company. Shares were issued for prior services, therefore the value of those shares were expensed for the year ended December 31, 2009. Shares were valued at the fair market value of the stock at the date of issuance.

NOTE I – RELATED PARTY TRANSACTIONS

~~The~~In 2008, the Company advanced funds totaling $883,722 to Shaka Shoes, Inc. (“Shaka”), an entity related by common interests ~~(See Note J)~~. The advanced funds are of a short-term and temporary in nature. In 2009, the receivable and the stated value of other assumed liabilities, normally includable as capitalized goodwill, was impaired in the amount of $1,138,037.

The Company borrowed $60,340 from the prior controlling shareholders of the Company for working capital purposes as of December 31, 2008. The Company is accrued interest at 6% for the year ended December 31, 2009 and 2008, included in accrued liabilities, as the debt to the prior shareholder is considered an informal demand note with no repayment terms. In 2009 this amount was off-set against amounts included in the impairment of its assets.

During the transition period, the Company has minimal needs for office space. The current shareholders have provided, as necessary, any minimal use of office and office equipment at no charge.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

~~NOTE J – SUBSEQUENT EVENT~~20

Business Combination and Share Exchange Agreement

The Company received an unsolicited offer to do a business combination with a Hawaii-based manufacturing firm, related party to the Majority Purchasers (See Note H), in the latter part of 2007,. On December 14, 2007 the Company received a formal Letter of Intent from this entity to obtain the controlling portion of Technology Resources, Inc.

On November 13, 2008, the Company entered into an Agreement for Share Exchange with Shaka Shoes, Inc., the Hawaii company (“SHAKA”) and Lynae Gambee, Brett Walters, Trent Walters, Cliff Walters and Tiffany Williams, individually, the owners and shareholders of SHAKA (the “Shareholders”)

Pursuant to the terms of the Agreement, the Company shall acquire a 100% ownership interest in SHAKA from the Shareholders. Consideration to be paid by TGYR to the Shareholders shall be a total of 20,000,000 shares of its common stock (the “Exchange Shares”) in exchange for 100% of the ownership interests in SHAKA. According to the terms of the Agreement, Lynae Gambee, Brett Walters, Trent Walters, Cliff Walters and Tiffany Williams shall each receive 4,000,000 shares of common stock in the Company. The Exchange shall take place according to the terms of the Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through the issuance of the Exchange Shares, TGYR shall have a total of approximately 38,930,200 shares of its common stock issued and outstanding. The Agreement will close subject to the provisions and conditions of the Agreement and the discretion of the parties

In January 2009, subsequent to this report date, we have completed a transfer of 20,000,000 shares of the Company’s common stock in exchange for the stock of the Hawaii-based company.

Change in Directors

On January 21, 2009 the Board of Directors of the Company received and accepted the resignation of Cliff Walters as Chief Executive Officer and Director of the Company and David Rees as Director of the Company.

On January 21, 2009, the Board of Directors of the Company elected Trent Walters to serve as the Chief Executive Officer of the Company. Trent Walters will also continue his duties as Senior Vice President, Manufacturing-Product Development for the Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On ~~August~~April 209, ~~2008~~2010 the Company filed, on Form 8-K notice of change in our principal auditor. There have been no disagreements with our successor or predecessor auditor regarding accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

~~Evaluation of~~ Disclosure Controls and Procedures .

~~The~~We ~~President~~maintain ~~(Principal~~“disclosure ~~Executive~~controls ~~Officer),~~and ~~Director~~procedures, ~~and~~” ~~Chief~~as ~~Financial~~such ~~Officer~~term ~~(Principal~~is ~~Accounting~~defined ~~and~~in ~~Financial~~Rules ~~Officer~~13a-15(e) ~~has evaluated~~and 15d-15(e) under the ~~effectiveness~~Securities Exchange Act of 1934 (the ~~Company’s~~“Exchange ~~disclosure~~Act”), ~~controls~~that ~~and~~are ~~procedures (as~~designed ~~defined~~to ensure that information required to be disclosed by us in ~~Rules~~reports ~~13a-15(e)~~that ~~and~~we ~~15d-15(e)~~file or submit under the Exchange Act) asis ofrecorded, processed, summarized, and reported within the ~~fiscal~~ ~~period ending~~time ~~December~~periods ~~31,~~specified ~~2008~~in ~~covered~~Securities byand ~~this~~Exchange ~~Annual~~Commission ~~Report~~rules ~~on Form~~and ~~10-K.~~forms, ~~Based~~and ~~upon~~that such ~~evaluation~~information is accumulated and communicated to our management, ~~the~~including ~~President~~our ~~(Principal~~Chief Executive Officer), ~~Director~~to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and ~~Chief~~procedures, ~~Financial~~no ~~Officer~~matter ~~(Principal~~how ~~Accounting~~well conceived and ~~Financial~~ ~~Officer)~~operated, ~~has~~can ~~concluded~~provide ~~that~~only reasonable, asnot ofabsolute, assurance that the ~~end~~objectives of ~~such~~the ~~period~~disclosure controls and procedures are met. Additionally, ~~the Company’s~~in designing disclosure controls and procedures, ~~were~~our ~~not~~management ~~effective~~necessarily aswas required ~~under~~ ~~Rules~~to ~~13a-15(e)~~apply ~~and~~its ~~15d-15(e)~~judgment ~~under~~in evaluating the ~~Exchange~~cost-benefit ~~Act~~relationship of possible disclosure controls and procedures. ~~This~~The ~~conclusion~~design by of any disclosure controls and procedures also is based in part upon certain assumptions about the ~~Company’s President~~likelihood ~~(Principal~~of ~~Executive~~future ~~Officer)~~events, ~~Director,~~ and ~~Chief Financial~~there ~~Officer~~can ~~(Principal~~be ~~Accounting~~no ~~and~~assurance ~~Financial~~that ~~Officer) does~~any ~~not relate~~design ~~to reporting~~will ~~periods~~succeed ~~after~~in ~~December~~achieving ~~31,~~its ~~2008~~stated goals under all potential future conditions.

~~Management~~With respect to the fiscal year ending December 31, 2009, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s ~~Report~~management onhas ~~Internal~~concluded ~~Control~~that ~~Over Financial~~its ~~Reporting~~disclosure controls and procedures were not effective as of December 31, 2009 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

Management is ~~responsible~~in ~~for~~the ~~establishing~~process of determining how best to change our current system and ~~maintaining~~ ~~adequate~~implement ~~internal~~a ~~control~~more ~~over~~effective ~~financial~~system ~~reporting~~to ~~(as~~insure ~~defined~~that information required to be disclosed in ~~Rules~~ ~~13a~~this annual report on Form 10-~~15(f)~~K has been recorded, processed, summarized and ~~15d-15(f)~~reported ofaccurately. Our ~~the~~management ~~Exchange~~acknowledges ~~Act)~~the existence of this problem, and intends to developed procedures to address them to the ~~Company.~~extent ~~Internal control~~possible ~~over~~given limitations in financial ~~reporting~~and manpower resources. While management is aworking ~~process~~on ~~designed~~a toplan, ~~provide~~no ~~reasonable~~ assurance ~~regarding~~can ~~the~~be ~~reliability~~made ofat ~~financial~~this ~~reporting~~point ~~and~~that the ~~preparation~~ implementation of ~~financial~~such ~~statements~~controls ~~for~~and ~~external~~procedures ~~purposes~~will be completed in ~~accordance~~a ~~with~~timely ~~accounting principles~~manner ~~generally~~or ~~accepted~~that inthey ~~the~~will ~~United~~be ~~States~~adequate ofonce ~~America~~implemented.

~~The Company’~~Management's ~~internal~~Report ~~control~~on ~~over~~Internal ~~financial~~Control ~~reporting includes~~Over ~~those~~Financial policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Reporting

~~Because~~Our ofmanagement ~~its~~is ~~inherent~~responsible ~~limitations,~~for establishing and maintaining adequate internal control over financial reporting ~~may~~as ~~not~~such ~~prevent~~term oris ~~detect~~defined ~~misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes~~ in ~~conditions, or~~Rule ~~that~~13a-15(f) ~~the~~under ~~degree of compliance with~~ the ~~policies~~Exchange ~~or procedures may deteriorate~~Act.

~~Management,~~With ~~under~~respect ~~the~~to ~~supervision of~~ the ~~Company’s President~~fiscal ~~(Principal~~year ~~Executive~~ending ~~Officer)~~December 31, ~~Director~~2009, ~~and~~under ~~Chief~~the ~~Financial~~supervision ~~Officer (Principal~~and ~~Accounting~~with ~~and~~the ~~Financial~~participation ~~Officer)~~of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal ~~control~~controls over financial reporting, and based on the ~~framework~~ criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based onupon ~~this~~ our evaluation, ~~management~~regarding ~~concluded~~the ~~that~~fiscal year ending December 31, 2009, the Company’s management, including its Chief Executive Officer, has concluded that its internal ~~control~~controls over financial reporting ~~was~~were not effective asdue ofto ~~December~~the ~~31,~~Company’s ~~2008~~limited ~~under~~internal ~~the~~resources ~~criteria set~~and ~~forth~~lack inof ~~the~~ability into ~~Internal~~have ~~Control—Integrated~~multiple ~~Framework~~levels of transaction review.

AManagement ~~material weakness~~ is ain ~~deficiency,~~the orprocess ~~combination~~ of ~~deficiencies,~~determining inhow ~~internal~~best ~~control~~to ~~over~~change ~~financial~~our ~~reporting~~current ~~such~~system ~~that~~and ~~there~~implement is a ~~reasonable~~more ~~possibility~~effective system to insure that ainformation ~~material~~required ~~misstatement~~to be disclosed in this Annual Report on Form 10-K has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the ~~Company's~~extent ~~annual~~possible ~~or interim~~given ~~financial~~limitations ~~statements~~in ~~will~~financial ~~not~~and bemanpower ~~prevented~~resources. While ormanagement ~~detected~~is working on a ~~timely basis. Management~~plan, ~~has~~no ~~determined~~assurance can be made at this point that ~~material~~the ~~weaknesses~~implementation ~~exist due~~of tosuch controls and procedures will be completed in a ~~lack~~timely ofmanner ~~segregation~~or ofthat ~~duties,~~they ~~resulting~~will ~~from~~be ~~the~~adequate ~~Company's~~once ~~limited resources~~implemented.

~~This~~All ~~annual~~internal ~~report~~control ~~does~~systems, ~~not~~no ~~include~~matter anhow ~~attestation~~well ~~report~~ designed, have inherent limitations including the possibility of human error and the ~~Company’s~~circumvention ~~registered~~or ~~public~~overriding ~~accounting~~of ~~firm~~controls. ~~regarding~~Further, because of changes in conditions, the effectiveness of internal ~~control over~~controls ~~financial~~may ~~reporting~~vary over time. ~~Management’s~~Projections ~~report~~of ~~was~~any ~~not~~evaluation of effectiveness to future periods are subject to ~~attestation~~the ~~by our~~risk ~~registered~~that ~~public~~controls ~~accounting~~may ~~firm~~become ~~pursuant~~inadequate tobecause ~~temporary~~of ~~rules~~changes in conditions, or that the degree of compliance with the ~~SEC that~~policies ~~permit~~or usprocedures may deteriorate. Accordingly, even those systems determined to be effective can provide us only ~~management’s~~with ~~report~~reasonable inassurance ~~this~~with ~~Annual~~respect ~~Report~~to onfinancial ~~Form 10-K~~statement preparation and presentation.

~~Changes in Internal Control Over Financial Reporting~~21

~~There~~This ~~were~~Annual noReport ~~significant~~on ~~changes~~Form in10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal ~~controls,~~control orover ~~other~~financial ~~factors,~~reporting. Management’s ~~that~~report ~~could~~was ~~significantly~~not ~~affect~~subject to attestation by the Company’s ~~controls~~independent ~~subsequent~~registered topublic ~~the~~accounting ~~date~~firm ofpursuant ~~the~~to ~~evaluations~~temporary ~~performed~~rules byof the ~~executive~~ ~~officers~~SEC ofthat permit the Company~~. No~~ ~~deficiencies~~to orprovide ~~material~~only ~~weaknesses were~~management’s ~~found~~report ~~that~~in ~~would~~this ~~require~~Annual ~~corrective~~Report ~~action~~on Form 10-K.

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their ages as of December 31, 2008 is as follows:

NAME	AGE	POSITION
Cliff Walters	59	Chief Executive Officer
Steve Wilmarth	46	Chief Executive Officer and Director
Seth Gambee	37	Chief Financial Officers and Senior Vice President, Global Distribution
John Garcia	54	Director
Trent Walters	38	Senior Vice President, Manufacturing-Product Development
Brett Walters	35	Senior Vice President, Global Sales & Marketing
Lynae Gambee	33	Controller of the Company

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

OnMr. ~~June 16~~Wilmarth, ~~2008~~age 46, graduated from the ~~Board~~University of ~~Directors~~Phoenix ~~appointed~~with a Bachelor of Science in Business Administration and minor in Marketing. Following his graduation from college, Mr. Wilmarth attended Westminster College where he graduated with a Master’s in Business Administration. From 1984-1994, Mr. Wilmarth worked at US West/Quest Dex Yellow Pages where he worked as a Sales Account Manager. From 1995-2003, Mr. Wilmarth worked at Yahoo Concepts as a Partner/Sales Consultant in the ~~following~~ ~~individuals~~Operations and Marketing Divisions. From 2003-present, Mr. Wilmarth has worked at Parker International, Inc. as ~~officers~~the Vice President of Import Sales and Operations where he has been responsible for the ~~Company:~~operations and sales of multiple import businesses

Lynae Gambee, 33, graduated from Howard College with an Associates Degree of Applied Science, Dental Hygiene and is Dental Hygiene Board Certified in Western Regional, Central Regional, and Alberta, Canada. Lynae worked as a dental hygienist for seven years. Since 2003, she has worked in customer service and accounting for several Hawaii-based businesses

Seth Gambee, 37, graduated from Brigham Young University in Provo, UT with a B.S. in Physical Therapy in 1997, and graduated from Palmer College of Chiropractic in Davenport, IA in 2001. Seth has served in numerous leadership positions including serving as the National Marketing Director for Legacy for Life, an International Direct Sales Company, where his responsibilities included regional promotions and sales, and training of an organization of sales representatives from over 20 different states. Seth has also founded a number of companies within Hawaii including Manta Ray Snorkel & Dive, Kealakekua Kayak & Dive, Shaka Discount Activities, and ISpyUSA.com.

John Garcia, 54, has backed or helped “incubate“ early stage investments for the past 18 years in such sectors as life sciences, technology, air travel, and most recently media and the emerging Latino markets. Mr. Garcia has been a senior executive with several biotech companies and other large companies including Boehringer-Mannheim Diagnostics, Hitachi, and Coulter Electronics. He co-founded Sierra Medical Supply in Sacramento, California. In 1983, Mr. Garcia co-founded ATEK/Sierra Medical Systems, later acquired by Alcon Labs. Prior to his corporate career, Mr. Garcia had an accomplished career as a psychotherapist and author. He is a member of several corporate Boards of Directors, including HeathLink and POW! Entertainment, Inc. Additionally, Mr. Garcia serves on think tanks at Stanford University and is a Member of the Board of Governors and a Member of the Executive Fellows of Chapman University.

Brett Walters, 35, graduated from Olds College with a Degree in Land Management. He also attended Brigham Young University where he studied Public Relations and Marketing. Brett has worked with several companies in various sales and marketing capacities, including Midwest Surveys where he served as a Marketing and Sales Manager, Challenger Geomatics, were he served as Vice President of Marketing and Sales, and AT&T Canada. Brett has also founded a number of companies within Hawaii including Manta Ray Snorkel & Dive, Kealakekua Kayak & Dive, Shaka Discount Activities, and ISpyUSA.com

Cliff Walters, 59, has over 35 years of experience in administration. He graduated from Brigham Young University with a BA in Political Science in 1970, and Graduated from University of Lethbridge B. of Ed one year later. He then spent the next 32 years as an award and title-winning a coach, teacher, administrator, and counselor. Prior to Shaka, Cliff was an owner-operator of Manta Ray Dive shops in Kona, Hawaii, and Lamina Maui, Hawaii. Cliff is also Co-Owner operator of Kona Sunset Pools, Kona, Hawaii, one of the largest pool construction companies on the Island of Hawaii.

Trent Walters, 38, holds a BS in Chemistry from Donnelly College as well a Land Agent Degree. He worked in the Chemical Industry as a lab Manager for Exxon and Hampshire Chemicals and later worked for Pioneer Land, where he gained a wealth of knowledge in the Oil and Gas industry. Trent was the former President of Avalanche Acquisitions, a company that was instrumental in implementing wireless telecommunication service in Western Canada. Trent's entrepreneurial desire took him to Hawaii where he proceeded to open and operate four dive shops in the Hawaiian Islands, a wholesale activity business, and an internet business directory.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer as well as our employees. Our standards are in writing and are to be posted on our website at a future time. The following is a summation of the key points of the Code of Ethics we adopted:

Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company;

Full compliance with applicable government laws, rules and regulations;

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

Accountability for adherence to the code.

Corporate Governance

We are a small reporting company, not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted special Board of Director meetings almost every month since inception. Each of our directors has attended all meetings either in person or via telephone conference. We have no standing committees regarding audit, compensation or other nominating committees. In addition to the contact information in private placement memorandum, each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual shareholders meetings. All communications from shareholders are relayed to the members of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation of our Officers and the most highly compensated employees who served at the end of the fiscal year December 31, ~~2008~~2009 and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2008 for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the "Named Executive Officers." There has been no compensation paid to any officer, director or other employee for the year ended December 31, ~~2008~~2009 except as listed below.

SUMMARY COMPENSATION TABLE

Annual Compensation
Name and Principal Position	Year	Salary	Bonus	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Totals ($)
Cliff Walters,, Chief Executive Officer
Steve Wilmarth Chief Executive Officer	2009 2008 2007	$ 15,000 $ - $ -	$ 60,000 - -	- - -	- - -	- - -	- - -	- - -	$ - $ - $ -
	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
Seth Gambee, Chief Financial Officers and Senior Vice President, Global Distribution	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
John Garcia, Senior Vice President, Manufacturing-Product Development	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
Trent Walters, Director	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
Brett Walters, Se. VP, Global Sales and Marketing	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0
Lynae Gambee, Controller and Senior Vice President, Global Sales and Marketing	2008 2007	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0

The stock awards set forth on this table were issued for services rendered to the Company by the Mr. Wilmarth. This dollar estimate is based on the fair market value at the date of grant at the close of business in accordance with ASC 718-20 (formerly SFAS No. 123R, Share-Based Payment).

Additional Compensation of Directors

All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.

Board of Directors and Committees

Currently, our Board of Directors consists of ~~Cliff Walters,~~Steve ~~Seth Gambee, John Garcia, Trent Walters, Bret Walters, and Lynae Gambee~~Wilmarth. We are actively seeking additional board members with industry experience..

Employment Agreements

Currently, we have no employment agreements with any of our Directors or Officers.

Director Compensation

We have provided no compensation to our directors for services provided as directors.

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of ~~December~~April 318, ~~2008~~2010, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	~~Lynae~~Steven D.Wilmarth ~~Gambee~~190 ~~75-6132~~East ~~Lea~~2100 ~~Place~~North ~~Kailua-Kona~~Centerville, HIUtah ~~96740~~84014	1,972,500	53.66%
Common Stock	~~Trent~~Deveney Ann Walters 77-6360 Halawai Place Kailua-Kona, HI 96740	1,972,500	53.66%
Common Stock	~~Brett~~Clifton Trent Walters 7677-~~832~~6360 ~~Kalana~~Halawai ~~‘IO~~ Place Kailua-Kona, HI 96740	14,~~912~~000,~~500~~000	57.437%
Common Stock	Zachary L. Evans	26,000,000	48.339%

* LessThe ~~than~~percent ~~one~~of ~~(1%)~~class ~~percent~~is based on 53,786,200 shares of common stock issued and outstanding as of April 11, 2010.

The percent of class is based on 38,986,200 shares of common stock issued and outstanding as of March 5, 2008.

The Company has had limited need for use of office space or equipment. Any use of office space or equipment supplied by related parties has, thus far, been immaterial.

There have been no other material related party transactions.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by Randall N. Drake, CPA, PA and Hawkins Accounting for professional services rendered for the audit of the Company’s financial statements for the fiscal years ended December 31, ~~2008~~2009 and ~~2007~~ 2008, for the review of the Company’s financial statements for the periods ended March 31, ~~2008~~2009, June 30, ~~2008~~2009, and September 30, ~~2008~~2009. Audit fees bywere ~~year~~$6,500 ~~were:~~and $15,000 for the years ended December 31, 2009 and 2008, respectively.

	Total	Randall N. Drake	Hawkins
2008	$ 11,500	6,500	5,000
2007	$ 6,500	6,500	-
2006	$ 4,000	4,000	-

Audit Related Fees

For our fiscal years ended December 31, ~~2008~~2009 and ~~2007~~2008 we did not incur any audit related fees.

Tax Fees

For our fiscal years ended December 31, ~~2008~~2009 and ~~2007~~2008, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, ~~2008~~ 2009 and ~~2007~~2008.

Audit and Non-Audit Service Pre-Approval Policy

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated there under, the Audit Committee has adopted an informal approval policy that it believes will result in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.

Audit Services. Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our financial statements. The Audit Committee pre-approves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically pre-approved by the Audit Committee. The Audit Committee monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope or other items.

Audit-Related Services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements which historically have been provided to us by the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence. The Audit Committee pre-approves specified audit-related services within pre-approved fee levels. All other audit-related services must be pre-approved by the Audit Committee.

Tax Services. The Audit Committee pre-approves specified tax services that the Audit Committee believes would not impair the independence of the independent registered public accounting firm and that are consistent with SEC rules and guidance. The Audit Committee must specifically approve all other tax services.

All Other Services. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related and tax services categories. The Audit Committee pre-approves specified other services that do not fall within any of the specified prohibited categories of services.

Procedures. All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the Chairman of the Audit Committee and the Chief Financial Officer. The Chief Financial Officer authorizes services that have been pre-approved by the Audit Committee. If there is any question as to whether a proposed service fits within a pre-approved service, the Audit Committee chair is consulted for a determination. The Chief Financial Officer submits requests or applications to provide services that have not been pre-approved by the Audit Committee, which must include an affirmation by the Chief Financial Officer and the independent registered public accounting firm that the request or application is consistent with the SEC’s rules on auditor independence, to the Audit Committee (or its Chair or any of its other members pursuant to delegated authority) for approval.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~Item 6.~~ Exhibits and Reports of Form 8-K.

(a)	During the quarter ending December 31, 2008, the Company filed the following Exhibits and Form 8Ks: · January 21, 2009, filed an 8K for: o Item 1.01, Entry into a Material Definitive Agreement o Item 2.01, Completion or of Acquisition or Disposition of Assets · August 20, 2008, item 4.01, the Company filed a form 8K for change in auditor. · June 16, 2008, filed an 8K for: o Item 5.01, Change in Control of Registrant. o Item 9.01, Stock Purchase Agreement
	01/27/2009	Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)	Exhibits
	05/05/2009	Item 1.01 Item 2.01 Item 5.01		Entry Into a Material Definitive Agreement Completion of Acquisition or Disposition of Assets Change in Control of the Registrant
	Exhibit Number	Exhibit Title
	10/01/2009	Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	31.1	Certification of Cliff Walters pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	04/12/2010	Item 4.01		Changes in Registrant’s Certifying Accountant
	31.2	Certification of Seth Gambee, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Exhibit Number		Exhibit Title
	32.1	Certification of Cliff Walters pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	31.1		Certification of James Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Seth Gambee, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	31.2		Certification of James Scott, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of James Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification of James Scott, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

		Technology Resources, Inc.
		Shaka Shoes, Inc.
		By:	/s/ ~~Trent~~James ~~Walters~~Scott
			Trent Walters
			James Scott
			Chief Executive Officer
Dated: April 15, 2009
Dated:	June 7, 2011

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Name	Title	Date
/s/ Trent Walters Trent Walters	Chief Executive Officer	April 15, 2009
/s/ James Scott James Scott	Chief Executive Officer	June 7, 2011
/s/ Seth Gambee Seth Gambee	Chief Financial Officer	April 15, 2009
/s/ James Scott James Scott	Chief Financial Officer	June 7, 2011

Filing Compare · SHAKA SHOES, INC.