~~UNITED STATES~~U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X] . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~for the quarterly period ~~ended~~ending ~~March~~September 3130, 2010

~~[ ]~~ . TRANSITION REPORT UNDER SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________ to _____________~~_____to_____

Commissions file number 333-53306

LADYBUG RESOURCE GROUP, INC.

(Name of Small Business Issuer in its Charter)


Nevada		26-1973389
(State of Incorporation)		(IRS Employer identification No.)


11630 Slater Ave, N.E., Ste. 1, Kirkland, WA		98034
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number, 425-306-5028

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No .

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

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

APPLICABLE ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes . No .

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of September 30, 2010 we had 131,950,000 shares of common stock issued and outstanding.

LADYBUG RESOURCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-153306	26-1973389
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

Mitchell Trace Ladybug Resource Group, Inc. 11630 Slater Avenue Northeast, Suite 1A Kirkland, WA 98034 (Address of principal executive offices)

425-306-5028 (Issuer's telephone number)

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

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

Large Accelerated Filer [ ] Accelerated Filer [ ]

Non-Accelerated Filer [ ] Smaller Reporting Company [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,320,000 shares of Common Stock, as of April 2, 2010.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes [ ] No [X]

LADYBUG RESOURCE GROUP, INC.

FORM 10-Q

~~March 31~~September 30, 2010

INDEX

PART I-- FINANCIAL INFORMATION


	PART I-- FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Control and Procedures	15

	PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Removed and Reserved	21
Item 5.	Other Information	21
Item 6.	Exhibits	22

		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Control and Procedures	21

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Submission of Matters to a Vote of Security Holders	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Information

LADYBUG RESOURCE GROUP, INC.

Consolidated Balance Sheets

		March 31, 2010			June 30, 2009
		September 30, 2010		June 30, 2010
CURRENT ASSETS:		(Unaudited)
		(Unaudited)
Cash		$	2,314		$	8,213
CURRENT ASSETS:
Accounts receivable			-			850
Cash	$	3,334	$	428
Total Current Assets			2,314			9,063
Prepaid expenses		4,000		4,000
COMPUTER EQUIPMENT – net of accumulated depreciation of $3,000 and $1,725, respectively			2,111			3,386
Note receivable		15,000		-
TOTAL ASSETS		$	4,425		$	12,449
Current assets of discontinued operations		246		65
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Total Current Assets		22,580		4,493
Accounts payable and accrued professional fees		$	83,579		$	74,930
COMPUTER EQUIPMENT – net of accumulated depreciation of $3,854 and $3,429, respectively		1,257		1,682
STOCKHOLDERS' DEFICIT:
Deposit of discontinued operations		3,000		3,000
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding			-			-
TOTAL ASSETS	$	26,837	$	9,175
Common stock: $0.001 par value; 300,000,000 shares authorized; 11,320,000 shares issued and outstanding			11,320			11,320
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Additional paid-in capital			44,820			40,320
CURRENT LIABILITIES:
Accumulated deficit			(135,294	)		(114,121	)
Accounts payable and accrued expenses	$	88,194	$	82,153
Total Stockholders’ Deficit			(79,154	)		(62,481	)
Loan payable – related party		11,000		11,000
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	4,425		$	12,449
Notes payable – related party		25,000		-
Current liabilities of discontinued operations		4,132		3,444
Notes payable of discontinued operations		9,328		8,416
Total		137,654		105,013
STOCKHOLDERS' DEFICIT:
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding		-		-
Common stock: $0.001 par value; 300,000,000 shares authorized; 131,950,000 shares issued and outstanding		131,950		131,950
Additional paid-in capital		(59,060)		(59,060)
Accumulated deficit		(183,707)		(168,728)
Total Stockholders’ Deficit		(110,817)		(95,838)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	26,837	$	9,175

See accompanying notes to the consolidated financial statements.

-3-

LADYBUG RESOURCE GROUP, INC.

Consolidated Statements of Operations

(Unaudited)

		Nine Months Ended March 31, 2010			Nine Months Ended March 31, 2009
		For the Three Months Ended September 30, 2010		For the Three Months Ended September 30, 2009
Revenues		$	9,309		$	41,861
Revenue	$	-	$	3,059
Operating Expenses:
Compensation		-	~~4,500~~	4,500		~~13,500~~
Professional fees		11,040	~~18,370~~	14,352		~~8,913~~
Office and subcontractor costs		486	~~7,612~~	4,658		~~45,122~~
Total operating expenses			30,482			67,535
Travel		2,034		-
Loss before income taxes			(21,173	)		(25,674	)
Total operating expenses		13,560		23,510
Provision for income taxes			-			-
Loss from continuing operations before income taxes		(13,560)		(23,510)
Net Loss		$	(21,173	)	$	(25,674	)
Provision for income taxes		-		-
Net loss per common share – basic and diluted		$	(0.00	)	$	(0.00	)
Loss from continuing operations		(13,560)		(23,510)
Weighted average number of common shares outstanding - basic and diluted			11,320,000			11,320,000
Discontinued operations:
Loss from discontinued operations, net of tax		1,419		-
		1,419		-
Net Loss	$	(14,979)	$	(20,451)
Net loss per common share – basic and diluted
Continuing operations	$	(0.00)	$	(0.00)
Discontinued operations		(0.00)		-
	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding - basic and diluted		131,950,000		113,200,000

See accompanying notes to the consolidated financial statements.

-4-

LADYBUG RESOURCE GROUP, INC.

Consolidated Statements of ~~Operations~~Cash Flows

(Unaudited)

		Three Months Ended March 31, 2010			Three Months Ended March 31, 2009
		For the Quarter Ended September 30, 2010		For the Quarter Ended September 30, 2009
Revenues		$	3,000		$	2,904
CASH FLOWS FROM OPERATING ACTIVITIES:
Operating Expenses:
Net loss	$	(14,979)	$	(20,451)
Compensation			-			4,500
Adjustments to reconcile net loss to net cash used in operating activities:
Professional fees			3,000			1,413
Depreciation		425		425
Office and subcontractor costs			517			6,561
Contribution of services		-		4,500
Total operating expenses			3,517			12,474
Changes in operating assets and liabilities:
Loss before income taxes			(517	)		(9,570	)
Accrued expenses		6,041		8,302
Provision for income taxes			-			-
Net Cash Used in Operating Activities		(8,513)		(7,224)
Net Loss		$	(517	)	$	(9,570	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net loss per common share – basic and diluted		$	(0.00	)	$	(0.00	)
Cash included in discontinued operations		(181)		-
Weighted average number of common shares outstanding - basic and diluted			11,320,000			11,320,000
Increase in loan receivable		(15,000)		-
Net Cash Used in Investing Activities		(15,181)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable		16,600		-
Proceeds from notes payable		10,000		-
Net Cash Provided by Investing Activities		26,600		-
NET CHANGE IN CASH		2,906		(7,224)
CASH AT BEGINNING OF PERIOD		428		8,213
CASH AT END OF PERIOD	$	3,334	$	989

See accompanying notes to the consolidated financial statements.

-5-

LADYBUG RESOURCE GROUP, INC.

~~Statements of~~September ~~Cash~~30, ~~Flows~~2010 and 2009

~~(Unaudited)~~Notes to Interim Consolidated Financial Statements

	Nine Months Ended March 31, 2010			Nine Months Ended March 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,173	)	$	(25,674	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,275			1,500
Contribution of services		4,500			13,500
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		850			(1,200	)
Increase in accrued expenses		8,649			123
Net Cash Used in Operating Activities		(5,899	)		(11,751	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(4,093	)
NET CASH USED IN INVESTING ACTIVITIES		-			(4,093	)
NET CHANGE IN CASH		(5,899	)		(15,844	)
CASH AT BEGINNING OF PERIOD		8,213			25,181
CASH AT END OF PERIOD	$	2,314		$	9,337
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
Cash Paid For:
Interest	$	-		$	-
Income taxes	$	-		$	-

(Unaudited)

~~See accompanying~~NOTE ~~notes~~1 to- ~~the financial statements.~~ORGANIZATION

~~-6-~~Ladybug Resource Group, Inc. (the “Company”) was incorporated in the State of Nevada on November 27, 2007. Its business purpose is to assist in the design of websites and website components that use specific marketing messages or themes to reach target audiences. Its initial marketing focus is the websites of the funeral industry in the Seattle, Washington area.

~~LADYBUG RESOURCE~~New ~~GROUP~~Solar Electricity Corporation (“New Solar”) was incorporated in the State of Nevada on December 15, ~~INC~~2009. New Solar is a Nevada alternative energy corporation formed in 2009 seeking to capitalize on the growing global solar market through the planned development of a low cost solar concentrator.

~~March~~Acquisition ~~31,~~of ~~2010~~New ~~and 2009~~Solar

~~Notes~~ As part of the Company’s plan to ~~Interim~~augment ~~Financial~~its ~~Statements~~financial resources and consider attractive business opportunities, on April 13, 2010, the Company acquired 16,500,000 shares of New Solar Electricity Corporation, a Nevada corporation (“New Solar”). At the time of acquisition these shares represented 36.6% of the issued and outstanding capital stock of New Solar. The balance of the shares were owned by Zhou (Jason) Yu. Mr. Yu had received his New Solar shares for his agreement to transfer intellectual property to New Solar. On May 17, 2010, Mr. Yu and New Solar terminated their relationship, each returning the originally tendered consideration. Mr. Yu resigned as New Solar’s president. Due to the inactivity of New Solar during the period from April 13, 2010 to May 17, 2010, the issuance of the 16,500,000 shares has been treated as an acquisition of 100% of New Solar from the date of issuance.

~~(Unaudited)~~Formation of Inner Path Health Corporation

~~NOTE~~On 1May 27, 2010 Ladybug formed Inner Path Health Corporation (“Inner Path Health”), a wholly- ~~ORGANIZATION~~owned subsidiary in the State of Nevada. Inner Path Health was formed to license formulae from a third party.

~~Ladybug Resource~~NOTE ~~Group,~~2 ~~Inc.~~- ~~(the~~SUMMARY ~~“Company”)~~OF ~~was~~SIGNIFICANT ~~incorporated~~ACCOUNTING in the State of Nevada on November 27, 2007. Its business purpose is to assist in the design of websites and website components that use specific marketing messages or themes to reach target audiences. Its initial marketing focus is the websites of the funeral industry in the Seattle, Washington area.POLICIES

AsBasis ~~part~~ of the Company’s plan to augment its financial resources and consider attractive business opportunities, the Company’s principal stockholders have entered into discussions with an unaffiliated third party with respect to a potential merger transaction which could result in the discontinuance of current operations, change of control/ownership and new management. There can be no assurance that a merger or other significant transaction will be consummated with the third party or, if consummated, that the Company or its stockholders would realize any benefits from it.presentation

~~NOTE~~The 2accompanying interim consolidated financial statements for the three months ended September 30, 2010 and 2009 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10- ~~SUMMARY~~Q OFand ~~SIGNIFICANT~~Article ~~ACCOUNTING~~8 ~~POLICIES~~of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended June 30, 2010 and notes thereto filed as part of the Company’s Annual Report on Form 10-K filed with the SEC on October 12, 2010.

~~Basis of~~Fiscal ~~presentation~~year-end

The ~~accompanying~~ ~~interim~~Company ~~financial~~has ~~statements~~elected for the three and nine-months ended March 31, 2010 and 2009 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ~~ended~~ending ~~June 30, 2009 and notes thereto filed as part of the Company’s Annual Report~~ on ~~Form~~June ~~10-K filed with the SEC on September 28, 2009~~30.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Fiscal year-end~~Business Combination

~~The~~ In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company ~~elected~~allocates ~~June~~the 30purchase asprice ~~its~~of ~~fiscal~~acquired ~~year-end~~entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

~~Cash Equivalents~~6

~~The Company~~Management ~~considers~~makes ~~all~~estimates ~~highly~~of ~~liquid~~fair ~~investments~~values ~~with~~based aupon ~~maturity~~assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of ~~three~~the ~~months or~~acquired ~~less~~companies. ~~when~~These ~~purchased~~estimates toare inherently uncertain and unpredictable. Assumptions may be ~~cash~~incomplete ~~equivalents~~or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

~~-7-~~Cash Equivalents

~~Computer equipment~~The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Computer ~~equipment~~ ~~is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over an estimated useful life of three (3) years.~~equipment

~~Impairment of~~Computer ~~long~~equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-~~lived~~line ~~assets~~basis over an estimated useful life of three (3) years.

~~The Company~~Impairment ~~follows section 360-10-05-4~~ of ~~the FASB Accounting Standards Codification for its~~ long-lived assets. The Company’s reviews it long-lived assets, which includes computer equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company ~~assesses~~follows ~~the~~section ~~recoverability~~360-10-05-4 of ~~its long-lived assets by comparing~~ the ~~projected~~ ~~undiscounted~~FASB ~~net~~Accounting ~~cash~~Standards ~~flows~~Codification ~~associated~~for ~~with~~its ~~the related~~ long-lived ~~asset~~ ~~or group of long-lived~~ assets ~~over their remaining estimated useful lives against their respective carrying amounts~~. ~~Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.~~ ~~Fair~~The ~~value is generally determined using the asset~~Company’s ~~expected future~~reviews ~~discounted~~it ~~cash flows or market value, if readily determinable. If~~ long-lived assets ~~are determined to be recoverable~~, ~~but~~ ~~the~~which ~~newly~~includes ~~determined~~computer ~~remaining~~equipment ~~estimated~~for ~~useful~~impairment ~~lives~~whenever ~~are~~events ~~shorter than originally estimated, the net book values of the long-lived assets are depreciated~~ or ~~amortized~~changes ~~over~~in ~~the~~circumstances ~~newly~~indicate ~~determined remaining estimated useful lives. The Company determined~~ that ~~there~~the ~~were~~carrying noamount ~~impairments~~ of ~~long-lived~~ ~~assets~~an asasset ofmay ~~March~~not ~~31,~~be ~~2010 and 2009~~recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of ~~financial~~the ~~instruments~~long-lived assets are depreciated or amortized over the newly determined remaining estimated useful lives. The Company determined that there were no impairments of long-lived assets as of September 30, 2010 and 2009.

~~The Company~~Fair ~~follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair~~ value of ~~its~~ financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

	Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued professional fees, approximate their fair values because of the short maturity of these instruments.


	Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The ~~Company~~ ~~does~~carrying ~~not~~amounts ~~have~~of ~~any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently,~~ the Company’s ~~did~~financial ~~not have any fair value adjustments for~~ assets and liabilities ~~measured at fair value at March 31~~, ~~2010~~such oras ~~2009~~cash, ~~nor~~accounts ~~gains~~payable orand accrued ~~losses~~professional ~~are~~fees, ~~reported~~approximate intheir ~~the~~fair ~~statement~~values because of ~~operations~~ ~~that are attributable to~~ the ~~change~~short inmaturity ~~unrealized~~of ~~gains~~these ~~or losses relating to those assets and liabilities still held at the reporting date for the interim period ended March 31, 2010 or 2009~~instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-8-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2010 or 2009, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended September 30, 2010 or 2009.

~~Revenue Recognition~~7

~~The Company~~Revenue applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.Recognition

~~Income Taxes~~The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

~~The Company accounts for income taxes under Section 740~~Stock-~~10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined~~ based ~~upon~~compensation ~~differences~~for ~~between~~obtaining ~~the~~employee financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.services

The Company ~~adopted~~accounts ~~section~~for ~~740-10-25~~equity ofinstruments ~~the~~issued ~~FASB~~to ~~Accounting~~parties ~~Standards~~other ~~Codification (“Section~~than ~~740-10-25”). Section~~employees ~~740-10-25~~for ~~addresses~~acquiring ~~the~~goods ~~determination of whether tax benefits claimed~~ or ~~expected~~services tounder beguidance ~~claimed~~of onsection a505-50-30 ~~tax~~of ~~return~~the ~~should be~~FASB ~~recorded~~Accounting inStandards ~~the~~Codification. ~~financial~~Pursuant ~~statements. Under~~to ~~Section~~paragraph ~~740~~718-10-~~25,~~30-6 ~~the Company~~of ~~may recognize~~ the ~~tax~~FASB ~~benefit~~Accounting ~~from~~Standards anCodification, ~~uncertain~~all ~~tax~~transactions ~~position~~in ~~only~~which ifgoods ~~it is~~or ~~more~~services ~~likely~~are ~~than not that~~ the ~~tax~~consideration ~~position~~received ~~will~~for bethe ~~sustained~~issuance onof ~~examination by~~equity ~~the~~instruments ~~taxing~~are ~~authorities,~~accounted for based on the ~~technical~~fair ~~merits~~value of the ~~position. The~~ ~~tax~~consideration ~~benefits~~received ~~recognized~~or in the ~~financial~~fair ~~statements from~~value ~~such~~of athe ~~position~~equity ~~should~~instrument beissued, ~~measured~~whichever ~~based~~is onmore ~~the~~reliably ~~largest~~measurable. The ~~benefit~~measurement ~~that~~date ~~has~~used ~~a greater~~to ~~than~~determine ~~fifty~~the ~~percent~~fair ~~(50%)~~value ~~likelihood~~ of ~~being~~the ~~realized~~equity ~~upon~~instrument ~~ultimate settlement. Section~~issued ~~740-10-25~~is ~~also~~the ~~provides~~earlier ~~guidance~~of ~~on de-recognition,~~the ~~classification,~~date ~~interest and penalties~~ on ~~income~~which ~~taxes, accounting~~the inperformance ~~interim~~is ~~periods~~complete ~~and~~or ~~requires~~the ~~increased~~date ~~disclosures. The Company~~on ~~had~~which noit ~~material~~is ~~adjustments~~probable tothat ~~its~~performance ~~liabilities~~will ~~for unrecognized income tax benefits according to the provisions of Section 740-10-25~~occur.

~~Net Loss~~The ~~per~~fair ~~Common~~value ~~Share~~of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

~~Net~~The ~~loss per~~Company ~~common~~uses ~~share~~historical isdata ~~computed pursuant~~ to ~~section~~estimate ~~260-10-45~~employee oftermination ~~the FASB Accounting Standards Codification~~behavior. ~~Basic~~ The ~~net~~expected ~~loss~~life ~~per share is computed by dividing net loss by the weighted average number~~ of ~~shares~~options ofgranted ~~common stock outstanding during the period. Diluted net loss per share~~ is ~~computed~~ byderived ~~dividing~~from ~~net~~paragraph ~~loss~~718-10-S99-1 byof the ~~weighted~~FASB ~~average~~Accounting ~~number~~Standards ofCodification ~~shares of common stock~~ and ~~potentially~~represents ~~outstanding~~the ~~shares~~period of ~~common~~time ~~stock~~the ~~during~~options ~~each period. There~~are ~~were~~expected noto ~~potentially~~be ~~dilutive shares~~ outstanding ~~as of March 31, 2010 or 2009~~.

~~Recently Issued~~The ~~Accounting~~expected ~~Standards~~volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.

The ~~Securities~~ ~~and Exchange Commission has adopted final rules under Section 404 of the Sarbanes~~risk-~~Oxley~~free ~~Act~~interest ofrate ~~2002, as amended by SEC Release No. 33-9072 on October 19, 2009. Commencing with the Company’s Annual Report for the fiscal year ended June 30, 2010, the Company~~ is ~~required~~based ~~to include a report of management~~ on the ~~Company’s~~ ~~internal control over financial reporting~~U.S. ~~The~~Treasury ~~internal~~yield ~~control~~curve ~~report must~~in ~~include~~effect aat ~~statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for~~ the ~~Company; of~~time ~~management’s assessment~~ of ~~the~~grant effectiveness of the Company’s internal control over financial reporting as of year-end; of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting; and beginning with its Annual Report for ~~the~~periods ~~fiscal~~within ~~year ended June 30, 2011,~~ the ~~Company~~contractual islife ~~required to include a statement that the Company’s independent accounting firm has issued an attestation report on management’s assessment~~ of the ~~Company’s internal control over financial reporting, which report is also required to be filed as part of the Annual Report on Form 10-K for the year ended June 30, 2011~~option.

In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP which went in effect on July 1, 2009. The ~~Codification~~expected ~~does not~~dividend ~~change~~yield ~~current U.S. GAAP, but~~ is ~~intended~~based toon ~~simplify user access to all authoritative U.S. GAAP by providing all~~ the ~~authoritative~~Company’s ~~literature~~current ~~related~~dividend ~~to a~~yield ~~particular~~as ~~topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in~~ the ~~Codification~~best ~~will~~estimate beof ~~considered~~projected ~~non-authoritative.~~dividend ~~The~~yield ~~Codification is effective~~ for ~~interim and annual~~ periods ~~ending~~within ~~after September 15, 2009. The adoption did not have a material impact on~~ the ~~Company’s financial~~contractual ~~position,~~life ~~results~~ of ~~operations~~the ~~or cash flows~~option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-9-line basis over the requisite service period for the entire award.

~~In August 2009,~~Equity ~~the~~instruments ~~FASB~~ issued ~~the~~to ~~FASB~~parties ~~Accounting~~other ~~Standards~~than ~~Update~~employees ~~No. 2009-04, Accounting~~ for ~~Redeemable~~ ~~Equity~~acquiring ~~Instruments~~goods - Amendment to Section 480-10-S99, which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or ~~cash flows.~~services

~~In August 2009,~~The ~~the~~Company ~~FASB~~accounts ~~issued~~for ~~the~~equity ~~FASB~~instruments ~~Accounting~~issued ~~Standards~~to ~~Update~~parties ~~No. 2009-05,~~other ~~Fair~~than ~~Value Measurement~~employees ~~and~~for ~~Disclosures~~acquiring ~~Topic~~goods ~~820~~or –services ~~Measuring~~under ~~Liabilities~~guidance atof ~~Fair Value,~~section ~~which provides amendments to subtopic 820~~505-~~10,~~50-30 ~~Fair~~of ~~Value Measurements~~the ~~and~~FASB ~~Disclosures~~Accounting –Standards ~~Overall,~~Codification ~~for~~(“FASB ~~the~~ASC ~~fair~~Section ~~value~~505-50-30”). Pursuant ~~measurement~~to ~~of liabilities. This~~FASB ~~Update~~ASC ~~provides~~Section ~~clarification~~505-50-30, ~~that~~all intransactions ~~circumstances~~ in which agoods ~~quoted~~or ~~price~~services inare anthe ~~active~~consideration ~~market~~received for the ~~identical~~issuance ~~liability~~of isequity ~~not available,~~instruments aare ~~reporting~~accounted ~~entity~~for isbased ~~required~~on tothe ~~measure~~ fair value ~~using one or more~~ of the ~~following~~consideration ~~techniques:~~received 1.or Athe ~~valuation~~fair ~~technique~~value ~~that uses: a. The quoted price~~ of the ~~identical~~equity ~~liability~~instrument when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approachissued, ~~such~~whichever ~~as a present value technique, or a market approach, such as a technique that~~ is ~~based~~more onreliably ~~the~~measurable. The ~~amount at the~~ measurement date ~~that~~used ~~the reporting entity would pay~~ to ~~transfer~~determine the ~~identical liability or would receive to enter into the identical liability. The amendments in this Update also clarify that when estimating the~~ fair value of athe ~~liability, a~~equity ~~reporting~~instrument ~~entity~~issued is ~~not required to include a separate input or adjustment to other inputs relating to~~ the ~~existence~~earlier of ~~a restriction that prevents~~ the ~~transfer~~ ofdate ~~the~~on ~~liability.~~which ~~The amendments in this Update also clarify that both a quoted price in an active market for~~ the ~~identical~~performance ~~liability~~is ~~when~~complete ~~traded~~or ~~as an asset in an active market when no adjustments to~~ the ~~quoted~~date ~~price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact~~ on ~~its consolidated~~which ~~financial~~it ~~position,~~is ~~results~~probable ofthat ~~operations~~performance orwill ~~cash flows~~occur.

~~In September 2009,~~Income the FASB issued the FASB Accounting Standards Update No. 2009-08, Earnings Per Share – Amendments to Section 260-10-S99, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.Taxes

~~In September 2009,~~The ~~the~~Company ~~FASB~~accounts ~~issued~~for income taxes under Section 740-10-30 of the FASB Accounting Standards ~~Update No~~Codification. ~~2009-09,~~ Deferred ~~Accounting~~income ~~for Investments-Equity~~tax ~~Method~~assets and ~~Joint~~liabilities ~~Ventures~~are determined based upon differences between the financial reporting and ~~Accounting~~tax ~~for~~bases ~~Equity-Based Payments~~of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to ~~Non-Employees~~reverse. ~~This~~Deferred ~~Update~~tax ~~represents~~assets are reduced by a ~~correction~~ valuation allowance to ~~Section~~the ~~323-10-S99-4,~~extent ~~Accounting~~management byconcludes anit ~~Investor~~is ~~for Stock-Based~~more ~~Compensation~~likely ~~Granted~~than tonot ~~Employees~~that ofthe anassets ~~Equity~~will ~~Method Investee~~not be realized. Deferred ~~Additionally,~~tax itassets ~~adds~~and ~~observer~~liabilities ~~comment~~are ~~Accounting~~measured ~~Recognition~~using ~~for~~enacted ~~Certain Transactions~~tax ~~Involving~~rates ~~Equity~~expected ~~Instruments~~to ~~Granted~~apply to ~~Other~~taxable ~~Than~~income ~~Employees to~~in the ~~Codification~~years in which those temporary differences are expected to be recovered or settled. The ~~Company~~effect ~~does~~on ~~not~~deferred ~~expect~~tax ~~the~~assets ~~adoption~~and toliabilities ~~have~~of a ~~material impact~~change onin ~~its~~tax ~~consolidated~~rates ~~financial~~is ~~position,~~recognized ~~results~~in the statements of operations orin ~~cash flows~~the period that includes the enactment date.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12, Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent), which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.8

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

InNet ~~January 2010,~~Loss ~~the~~per ~~FASB~~Common issued the FASB Accounting Standards Update No. 2010-01 Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

InNet ~~January 2010,~~loss ~~the~~per ~~FASB~~common ~~issued~~ share is computed pursuant to section 260-10-45 of the FASB Accounting Standards ~~Update No~~Codification. Basic ~~2010-02~~net ~~Consolidation~~loss ~~Topic~~per ~~810~~common –share ~~Accounting and~~is ~~Reporting~~computed ~~for~~by ~~Decreases~~dividing innet ~~Ownership~~loss by the weighted average number of ashares ~~Subsidiary~~of –common astock ~~Scope Clarification,~~outstanding ~~which~~during ~~provides~~the ~~amendments~~period. Diluted tonet ~~Subtopic~~loss ~~810-10~~per ~~and~~common ~~related guidance~~share ~~within~~is ~~U.S.~~computed ~~GAAP~~by todividing ~~clarify~~net ~~that~~loss by the ~~scope~~weighted average number of ~~the~~shares ~~decrease~~of incommon ~~ownership provisions~~stock and potentially outstanding shares of common stock during the ~~Subtopic~~period. There ~~and~~were ~~related~~no ~~guidance~~potentially ~~applies~~dilutive toshares ~~the following:~~outstanding as of September 30, 2010 or 2009.

1	A subsidiary or group of assets that is a business or nonprofit activity;
2	A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and
3	An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

Commitment and Contingencies

The ~~amendments~~Company infollows ~~this~~subtopic ~~Update~~450-20 ~~also clarify~~of ~~that~~ the ~~decrease~~FASB inAccounting ~~ownership~~Standards ~~guidance~~Codification into ~~Subtopic~~report ~~810-10~~accounting ~~does~~for ~~not apply~~contingencies. Liabilities tofor loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the ~~following~~amount ~~transactions~~of ~~even~~the ifassessment ~~they~~can ~~involve businesses:~~be reasonably estimated.

1	Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
2	Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

Cash Flows Reporting

IfThe aCompany ~~decrease~~adopted inparagraph ~~ownership~~230-10-45-24 ~~occurs~~of inthe ~~a subsidiary~~FASB ~~that~~Accounting isStandards ~~not~~Codification afor ~~business~~cash orflows ~~nonprofit activity~~reporting, anclassifies ~~entity~~cash ~~first~~receipts ~~needs to~~and ~~consider~~payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the ~~substance~~indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the ~~transaction~~FASB ~~causing~~Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the ~~decrease~~effects ~~in ownership~~of is(a) ~~addressed~~all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in ~~other~~net Uincome that do not affect operating cash receipts and payments.S. The ~~GAAP,~~Company ~~such~~reports asthe ~~transfers~~reporting currency equivalent of ~~financial assets,~~foreign ~~revenue~~currency ~~recognition~~cash flows, ~~exchanges~~using the current exchange rate at the time of ~~nonmonetary~~the ~~assets,~~cash ~~sales~~flows and the effect of exchange rate changes on cash held in ~~substance~~ ~~real~~foreign ~~estate,~~currencies oris ~~conveyances~~reported as a separate item in the reconciliation of ~~oil~~beginning and ~~gas~~ending ~~mineral~~balances ~~rights,~~of cash and ~~apply that~~cash ~~guidance~~equivalents asand ~~applicable.~~separately Ifprovides noinformation ~~other~~about ~~guidance~~investing ~~exists,~~and anfinancing ~~entity~~activities ~~should~~not ~~apply the~~resulting ~~guidance~~in cash receipts or payments in ~~Subtopic~~the ~~810~~period pursuant to paragraph 830-10230-45-1 of the FASB Accounting Standards Codification.

~~-11-~~Subsequent Events

~~Management does~~The ~~not~~Company ~~believe~~follows ~~that~~the ~~any~~guidance ~~other~~in ~~recently~~Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued,. Pursuant ~~but~~to ~~not~~ASU ~~yet~~2010-09 ~~effective accounting~~of ~~pronouncements,~~the ifFASB ~~adopted~~Accounting Standards Codification, ~~would~~the ~~have~~Company aas ~~material~~an ~~effect~~SEC onfiler ~~the accompanying~~considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

~~NOTE~~Recently 3Issued ~~- GOING~~Accounting ~~CONCERN~~Standards

~~The accompanying~~In ~~financial~~January 2010, ~~statements~~the ~~have~~FASB ~~been~~issued ~~prepared~~the ~~assuming~~FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the ~~Company will~~stock ~~continue~~portion asof a ~~going~~distribution ~~concern. As~~to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25-14 and 260-10-45-45 through 45-47 of the ~~accompanying financial~~FASB ~~statements,~~Accounting Standards codification. The amendments in this Update also provide a technical correction to the ~~Company~~Accounting ~~had~~Standards anCodification. The ~~accumulated~~correction ~~deficit~~moves guidance that was previously included in the Overview and Background Section to the definition of ~~$135,294~~a ~~at March~~stock ~~31,~~dividend ~~2010,~~in the Master Glossary. That guidance indicates that a ~~net~~stock ~~loss~~dividend takes nothing from ~~operations~~the property of ~~$21,173,~~the corporation and ~~net~~adds ~~cash~~nothing ~~used~~to ~~in operations~~the interests of ~~$5,899,~~the ~~respectively~~stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend. The amendments in this Update are effective for ~~the~~interim ~~nine~~and ~~months~~annual ~~ended~~periods ~~March~~ending 31on or after December 15, ~~2010~~ 2009, and should be applied on a retrospective basis.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. The Company intends to seek business aggressively through the business contacts of its management and investors. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise funds if necessary, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate increased levels of revenues.9

~~The financial~~In ~~statements~~January 2010, dothe ~~not~~FASB ~~include~~issued ~~any~~the ~~adjustments~~FASB ~~that~~Accounting ~~might~~Standards beUpdate ~~necessary~~No. ~~if the~~2010-02 ~~Company~~“Consolidation isTopic ~~unable~~810 to– ~~continue~~Accounting asand Reporting for Decreases in Ownership of a ~~going~~Subsidiary ~~concern~~– a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

~~NOTE 4 - RELATED PARTY TRANSACTIONS~~1.

~~The Company’s~~A ~~former~~subsidiary ~~President,~~or ~~who~~group ~~resigned in October 2009 because~~ of ~~health issues,~~assets ~~performed~~that ~~work~~is ~~and~~a ~~permitted~~business ~~the~~or ~~Company~~nonprofit to use facilities and equipment owned by her without charge. The estimated cost of this service ($4,500 for the nine months ended March 31, 2010 and $13,500 for the nine months ended March 31, 2009) was recorded as an expense and as a contribution to paid-in-capital.activity

~~NOTE 5 - SUBSEQUENT EVENTS~~2.

~~The Company~~A ~~has~~subsidiary ~~evaluated all events~~ that ~~occurred~~is ~~after~~a ~~the~~business ~~balance~~or ~~sheet~~nonprofit ~~date~~activity ~~of March 31, 2010 through April 3, 2010, the date these financial statements were issued. The Management of the Company determined~~ that ~~there~~is ~~were~~transferred ~~no reportable~~to ~~events~~an ~~that~~equity ~~occurred~~method ~~during~~investee ~~that~~or ~~subsequent~~joint ~~period to be disclosed or recorded.~~venture

~~-12-~~3.

~~ITEM 2~~An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

~~MANAGEMENT’S DISCUSSION~~The ~~AND~~amendments ~~ANALYSIS~~in OFthis Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~1.

~~Safe Harbor~~Sales ~~Statement~~of ~~under~~in ~~the~~substance ~~Private~~real ~~Securities~~estate. Entities ~~Litigation~~should ~~Reform~~apply ~~Act~~the sale of ~~1995~~ real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy2. No assurance can be given that the future results covered by the forward-looking statements will be achieved. Ladybug Resource Group, Inc. (sometimes referred to herein as “Ladybug,” the “Company,” “we,” or “us”) cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.

~~The following~~Conveyances ~~discussion~~of oil and ~~analysis~~gas ~~provides~~mineral ~~information~~rights. Entities ~~which~~should ~~the~~apply ~~Company’s management believes to be relevant to an assessment and understanding of~~ the ~~Company's~~ ~~results~~mineral ofproperty ~~operations~~conveyance and ~~financial~~related ~~condition.~~transactions ~~This~~guidance ~~discussion~~in ~~should be~~Subtopic ~~read~~932-360 ~~together~~(Oil ~~with~~and ~~the~~Gas-Property, ~~Company's~~Plant, ~~financial statements~~ and ~~the~~Equipment) ~~notes~~ to ~~financial~~ ~~statements,~~such ~~which are included in this report~~transactions.

~~This management's~~If ~~discussion~~a ~~and~~decrease ~~analysis~~in ownership occurs in a subsidiary that is not a business or ~~plan~~nonprofit activity, an entity first needs to consider whether the substance of ~~operation~~the ~~should~~transaction becausing ~~read~~the decrease in ~~conjunction~~ ~~with~~ownership ~~the~~is addressed in other U.S. GAAP, such as transfers of financial ~~statements~~assets, ~~and~~revenue ~~notes~~recognition, ~~thereto~~exchanges of ~~the~~nonmonetary ~~Company~~assets, ~~for the~~sales ~~three~~of ~~and~~in ~~nine~~substance ~~months~~real ~~ended~~estate, ~~March~~or 31conveyances of oil and gas mineral rights, ~~2010~~and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10. The ~~reported~~amendments ~~results~~in ~~may~~this ~~not necessarily~~Update ~~reflect~~are effective beginning in the ~~future~~first interim or annual reporting period ending on or after December 15, 2009.

~~BUSINESS~~In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:

~~Ladybug Resource Group, Inc~~1. was incorporated in the State of Nevada on November 27, 2007 by Molly S. Ramage, our former President and Director. Ms. Ramage resigned from us in October 2009 because of health reasons; however, she will be available to consult with us on a limited basis moving forward. Our business purpose is to assist in the design of websites and website components that use specific marketing messages or themes to reach target audiences. Our initial marketing focus is the websites of the funeral industry in the Seattle, Washington area.

~~Ladybug has~~Transfers ~~extremely~~in ~~limited~~and ~~financial~~out ~~resources~~of Levels 1 and ~~has~~2. ~~not~~A ~~established~~reporting aentity ~~source~~should disclose separately the amounts of ~~equity~~ orsignificant ~~debt~~transfers ~~financing~~in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

As part of the Company’s plan to augment its financial resources and consider attractive business opportunities, the Company’s principal stockholders have entered into discussions with an unaffiliated third party with respect to a potential merger transaction which could result in the discontinuance of our current operations, change of control/ownership and new management2. There can be no assurance that a merger or other significant transaction will be consummated with the third party or, if consummated, that the Company or its stockholders would realize any benefits from it.

~~Operations~~Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

~~Ladybug designs~~This ~~the~~Update ~~message~~provides oramendments ~~marketing theme included on Internet Websites. We will accept engagements for the development of entire Websites in which case we will work with other contractors~~ to ~~code~~Subtopic ~~complex~~820-10 ~~portions of the project and design portions~~ that ~~are~~clarify ~~not~~existing ~~theme~~disclosures oras ~~marketing~~follows: ~~related.~~

~~-13-~~1.

WeLevel ~~refer to~~of ~~our~~disaggregation. ~~approach~~A asreporting ~~“Smart~~entity ~~Design”~~should ~~which~~provide isfair ~~about~~value ~~carefully~~measurement ~~planning~~disclosures ~~the~~for ~~work that~~each ~~needs~~class toof beassets ~~done~~and ~~before~~liabilities. ~~starting~~A ~~the~~class ~~project.~~is Weoften ~~make~~a ~~sure~~subset aof ~~customer’s website~~assets isor liabilities within a ~~good~~line ~~fit~~item ~~for~~in ~~its~~the ~~business~~statement ~~and~~of ~~customers~~financial position. WeA ~~design~~reporting ~~our~~entity ~~websites based~~needs onto ~~what~~use itjudgment ~~means~~in ~~for~~determining the ~~customer~~appropriate classes of assets and liabilities.

~~We will also resell Website hosting space for the Websites of customers~~2. ~~In this case, the Website is hosted on the server of a Website hosting company, but we manage all changes to the Website.~~

~~Marketing~~Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

~~Ladybug obtains~~This ~~customer~~Update ~~leads~~also ~~from~~includes conforming amendments to the ~~business~~guidance ~~and~~on ~~personal~~employers' ~~contacts~~disclosures ofabout ~~investors~~postretirement ~~in the~~benefit ~~Company,~~plan ~~Molly~~assets S(Subtopic 715-20). ~~Ramage,~~The ~~our~~conforming ~~former~~amendments ~~President~~to ~~and~~Subtopic ~~Director,~~715-20 ~~and~~change bythe ~~word~~terminology from major categories of ~~mouth.~~ Weassets ~~work~~to ~~with~~classes ~~each~~of ~~customer~~assets toand ~~understand~~provide ~~the~~a ~~nature~~cross ofreference to the ~~business~~guidance ~~and the~~in ~~theme~~Subtopic ~~that~~820-10 ~~the~~on ~~customer~~how ~~wants~~to determine appropriate classes to ~~convey~~present fair value disclosures. WeThe ~~then~~new ~~work~~disclosures ~~with~~and ~~subcontractors~~clarifications ~~to develop~~of ~~the~~existing ~~image~~disclosures are effective for interim and ~~written~~annual ~~portion~~reporting ofperiods ~~the~~beginning ~~theme.~~after InDecember ~~most~~15, ~~cases~~2009, weexcept ~~code~~for the ~~HyperText~~ ~~Markup~~disclosures ~~Language~~about ~~portions~~purchases, ofsales, issuances, and settlements in the ~~package~~roll toforward beof ~~placed~~activity onin ~~the~~Level ~~customer’s Website~~3 fair value measurements. InThose ~~certain~~disclosures ~~cases,~~are weeffective ~~will~~for ~~engage~~fiscal ~~the~~years ~~assistance~~beginning ofafter ~~independent subcontractors~~December to15, ~~assist~~2010, usand ~~with~~for ~~complex~~interim ~~coding~~periods ~~requirements~~within those fiscal years.

~~Ladybug bills~~In ~~for~~February 2010, ~~engagements~~the ~~after~~FASB issued the ~~work~~FASB ~~has~~Accounting ~~been~~Standards ~~completed~~Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and ~~accepted~~Disclosure byRequirements”, ~~the customer.~~which provides amendments to Subtopic 855-10 as follows:

~~Competition~~1.

~~The~~An ~~Web applications~~entity ~~markets~~that ~~are~~either ~~highly~~(a) ~~competitive~~is ~~and~~an ~~have~~SEC ~~low~~filer ~~barriers~~or(b) ofis ~~entry, which~~a ~~could~~conduit ~~hinder~~bond ~~our~~obligor ~~ability~~for toconduit ~~successfully~~debt ~~market~~securities ~~our~~that ~~products~~are ~~and~~traded ~~services. We~~in ~~may~~a ~~not~~public ~~have~~market ~~the~~(a ~~resources,~~domestic ~~expertise~~ or ~~other~~foreign ~~competitive~~stock ~~factors~~exchange toor ~~compete successfully~~an in over-the-counter ~~future. Because there are few substantial barriers to entry~~market, we ~~expect~~including ~~that~~local weor ~~will~~regional ~~face~~markets) ~~additional~~is ~~competition~~required ~~from~~to ~~existing~~evaluate ~~competitors~~subsequent ~~and new~~events ~~market~~through ~~entrants in~~ the ~~future.~~date ~~Some~~that ofthe ~~these~~financial ~~competitors~~statements are ~~part-time contractors willing to provide services at low rates to enter the industry or earn extra money~~issued. OnIf ~~the~~an ~~other~~entity ~~hand,~~meets ~~many~~neither of ~~our~~those ~~current~~criteria, ~~and~~then ~~potential competitors~~it ~~have~~should ~~greater~~evaluate ~~name~~subsequent ~~recognition~~events ~~and~~through ~~more~~the ~~established~~date ~~relationships in~~ the ~~industry~~financial ~~and~~statements ~~greater~~are ~~resources.~~available Asto ~~a result, these competitors may~~ be ~~able to:~~issued.

~~· Develop and expand their network infrastructures and service offerings more rapidly;~~2.

·An ~~Adapt~~entity that is an SEC filer is not required to ~~new~~disclose orthe ~~emerging~~date ~~technologies~~through ~~and~~which ~~changes~~subsequent inevents ~~customer~~have ~~requirements~~been ~~more~~evaluated. ~~quickly;~~This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.

~~· Devote greater resources to the marketing and sale of their services and adopt more aggressive pricing policies than we can.~~10

Current and potential competitors in the market include Web hosting service providers, applications hosting providers, Internet service providers, telecommunications companies, large information technology firms and computer hardware suppliers3.

~~Our ability~~The toscope ~~compete~~of isthe ~~based~~reissuance ondisclosure ~~our~~requirements ~~ability~~is refined to ~~meet~~include ~~customers~~revised ~~through~~financial ~~our~~statements ~~other contacts~~only. ~~and~~The term revised financial statements is added to ~~convince~~the ~~those~~glossary ~~prospective~~of ~~customers~~Topic ~~that~~855. weRevised ~~provide~~financial ~~quality personalized~~statements ~~services~~include atfinancial ~~very~~statements ~~competitive~~revised ~~prices.~~either Weas ~~cannot~~a ~~provide~~result ~~assurances that~~of ~~our~~correction ~~strategy~~of ~~will~~an ~~succeed~~error or retrospective application of U.S. generally accepted accounting principles.

~~Operations~~All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

~~The Company~~In ~~was~~April 2010, ~~incorporated~~the onFASB ~~November~~issued 27the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, ~~2007~~which ~~and~~provides ~~began~~guidance ~~operating~~on ~~activities~~the ~~in early~~criteria ~~2008~~that should be met for determining whether the milestone method of revenue recognition is appropriate. ItA ~~has~~vendor ~~very~~can ~~limited~~recognize ~~financial~~consideration ~~resources~~that ~~and~~is nocontingent ~~committed~~upon ~~sources~~achievement of ~~debt~~ ora ~~equity~~milestone ~~financing~~in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

~~Results~~ Determining whether a milestone is substantive is a matter of ~~Operations~~judgment ~~for~~made at the ~~Three~~inception ~~Months~~of ~~Ended~~the ~~March~~arrangement. ~~31,~~The ~~2010~~following ~~and~~criteria ~~2009~~must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

~~-14-~~1.

~~Operations for~~Be ~~the~~commensurate ~~three~~with ~~months~~either ~~ended March 31, 2010 and 2009 consisted~~ of the following ~~(changes between the periods on a dollar and percentage basis are also provided below)~~:

	2010			2009			Change ($)			Change (%)
Revenue	$	3,000		$	2,904		$	96			3.3
Expenses:
Compensation		-			4,500			(4,500	)		(100	)
Professional fees		3,000			1,413			1,587			112.3
Office and subcontractor costs		517			6,561			(6,044	)		(92.1	)
Total Expenses		3,517			12,474			(8,957)			(71.8)
Net Loss	$	(517	)	$	(9,570	)	$	(9,053)			(94.6	)

Substantially all the revenue in both periods was referred by or related to a Director or major shareholder. Our revenue during the three months ended March 31, 2009 was adversely impacted by health issues affecting our former President, Molly Ramage, which reduced the number of hours that she was able to work each week and ultimately caused her to resign in October 2009 because of health issues. The ~~Company’~~vendor's ~~revenues~~performance ~~were also impacted by the overall economic recession and the fact that fewer customers are willing~~ to ~~spend~~achieve ~~funds on advertising expenses, such as~~ the creation of websites. These factors, particularly the loss of Ms. Ramage, has caused the Company to undertake a project to consider the likelihood of being able to achieve its business plan without her and to determine other options available to it, if any.milestone

~~Molly S~~b. Ramage, our former President, performed work for us and permitted us to use facilities and equipment owned by her without charge to us during the three months ended March 31, 2009. The estimated cost of this service, $4,500, was recorded as an expense and as a contribution to paid-in-capital in each period.

~~Professional fees~~The ~~increased~~enhancement ~~for~~of the ~~three~~value ~~months~~of ~~ended~~the ~~March~~item ~~31,~~delivered ~~2010~~as ~~compared~~a toresult ~~the~~of ~~three months~~a ~~ended~~specific ~~March~~outcome ~~31,~~resulting ~~2009~~from ~~principally~~the ~~because~~vendor's ofperformance ~~fees relating~~ to ~~being~~achieve ~~a public~~the ~~company.~~milestone

~~Office and subcontractor costs decreased for the three months ended March 31, 2010, compared to the three months ended March 31, 2009, mainly because more work was performed in-house~~2.

~~Our~~Relate ~~net loss~~solely ~~decreased for the three months ended March 31, 2010, compared~~ to ~~the~~past ~~three months ended March 31, 2009, mainly due to the $4,500 reduction in compensation and the $6,044 reduction in office and subcontractor costs.~~performance

~~Other - As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below~~3.

~~Results of~~Be ~~Operations~~reasonable ~~for~~relative ~~the~~to ~~Nine~~all ~~Months~~deliverables ~~Ended~~and ~~March~~payment ~~31,~~terms ~~2010~~in ~~and~~the ~~2009~~arrangement.

~~Operations for~~A ~~the~~milestone ~~nine~~should ~~months~~be ~~ended~~considered ~~March~~substantive ~~31,~~in ~~2010~~its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and ~~2009~~each ~~consisted~~milestone ofshould ~~the~~be ~~following (changes~~evaluated ~~between~~separately to determine whether the ~~periods~~milestone onis asubstantive. ~~dollar~~Accordingly, ~~and~~an ~~percentage~~arrangement ~~basis~~may ~~are~~contain ~~also~~both ~~provided below):~~substantive and nonsubstantive milestones.

	2010			2009			Change ($)			Change (%)
Revenue	$	9,309		$	41,861		$	(32,522	)		(77.8	)
Expenses:
Compensation		4,500			13,500			(9,000	)		(66.7	)
Professional fees		18,370			8,913			9,457			1,06.1
Office and subcontractor costs		7,612			45,122			(37,510	)		(83.1	)
Total Expenses		30,482			67,535			(37,053)			(54.9)
Net Loss	$	(21,173	)	$	(25,674	)	$	(4,501	)		(17.5	)

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

~~-15-~~A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

~~Substantially all the revenue in both periods was referred by or related to a Director or major shareholder~~1. Our revenue during the nine months ended March 31, 2010 was adversely impacted by health issues affecting our former President, Molly Ramage, which reduced the number of hours that she was able to work each week and ultimately caused her to resign in October 2009 because of health issues. The Company’s revenues were also impacted by the overall economic recession and the fact that fewer customers are willing to spend funds on advertising expenses, such as the creation of websites. These factors, particularly the loss of Ms. Ramage, has caused the Company to undertake a project to consider the likelihood of being able to achieve its business plan without her and to determine other options available to it, if any.

~~Molly~~A ~~S. Ramage,~~description ~~our~~of ~~former President, performed work for us and permitted us to use facilities and equipment owned by her without charge to us during~~ the ~~three months~~overall ~~ended~~arrangement September 30, 2009 (prior to her resignation) and the nine months ended March 31, 2009. The estimated cost of this service, $4,500 in 2010 and $13,500 in 2009, was recorded as an expense and as a contribution to paid-in-capital in each period.

~~Professional fees increased for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 principally because of fees relating to being a public company~~2.

~~Office and~~A ~~subcontractor~~description ~~costs decreased for the nine months ended March 31, 2010, compared to the nine months ended March 31, 2009, mainly as a result~~ of ~~the decrease~~each inmilestone ~~revenues~~and ~~for~~related ~~the~~contingent ~~same~~consideration ~~period. The Company previously subcontracted out the majority of its work to third parties.~~

Our net loss decreased for the nine months ended March 31, 2010, compared to the nine months ended March 31, 2009, mainly due to the decrease in revenue and the decrease in office and subcontractor costs3.

~~Other~~A -determination ~~As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources,~~ of ~~which~~whether ~~there~~each ~~are~~milestone ~~currently~~is ~~none~~considered ~~except~~substantive ~~as described in “Liquidity” below.~~

~~Liquidity~~4.

~~Ladybug had~~The ~~$4,425~~factors inthat ~~total~~the ~~assets~~entity asconsidered ~~of March 31, 2010, consisting of $2,314~~ in ~~cash and~~determining ~~$2,111~~whether ofthe ~~long-term~~milestone ~~assets~~or ~~consisting~~milestones ofare ~~computer~~substantive ~~equipment, net of accumulated depreciation.~~

~~-16-~~5.

~~Ladybug had~~The ~~total~~amount ~~liabilities~~ of ~~$83,579~~consideration asrecognized ofduring ~~March~~the ~~31,~~period ~~2010~~for ~~consisting~~the ~~principally~~milestone ~~of accrued~~or ~~professional fees~~milestones.

~~Ladybug had~~The ~~negative~~amendments ~~working~~in ~~capital~~this ofUpdate ~~$81~~are effective on a prospective basis for milestones achieved in fiscal years,~~265~~ and aninterim ~~accumulated~~periods ~~deficit~~within ofthose ~~$135~~years,~~294 as~~ ofbeginning ~~March~~on 31or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

~~Ladybug had net cash used in operating activities of $5,899 for the nine months ended March 31, 2010, consisting of net loss of $21,173, offset by $4,500 of contributed services, $~~1~~,275 of depreciation, $850 decrease in accounts receivable and the $8,649 increase in accounts payable and accrued professional fees~~.

~~Ladybug does~~Revenue not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We do not believe that we need funding to cover current operations because we do not have a capital intensive business plan and can also use independent contractors to assist in many projects. We will use funding, if obtained, to cover the salary of our President and to pay for marketing materials and proposal efforts. We currently have no formal salary arrangements with our President. While no annual salary or length of employment has been determined to date, we anticipate providing an annual salary not to exceed $100,000 commencing after the successful completion of several engagements. The salary will be paid out of revenues, if any, or accrued if sufficient cash is not available to make payments. The accrual will begin after we generate annual revenue of at least $100,000 per year.

~~We may seek private capital at some time in the future~~2. Such funding, which we anticipate would not exceed $100,000, will, if obtained, be used to pay salaries and for the production of marketing materials. However, we will conduct operations and seek client engagements even if no funding is obtained. The private capital will be sought from former business associates of our President or private investors referred to us by those associates. If a market for our shares ever develops, of which there can be no assurances and which is unlikely in the foreseeable future, we will use shares to compensate employees/consultants wherever possible. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf.

WeIncome ~~are subject~~before toincome ~~the~~taxes periodic reporting requirements of the Securities Exchange Act of 1934, as amended and as such will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs may range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensating independent contractors who provide services for us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.

To meet commitments that become due more than 12 months in the future, we will have to obtain engagements in sufficient number and at sufficient levels of profitability, of which there can be no assurance3. There does not currently appear to be any other viable source of long-term financing except that management may consider various sources of debt and/or equity financing if the same financing can be obtained on terms deemed reasonable to management.

~~Recently Issued~~Net ~~Accounting~~income ~~Pronouncements~~

~~The SEC has adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002~~4. Commencing with our annual report for the year ended June 30, 2010, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement.

§Earnings ofper ~~management’s~~share ~~responsibility for establishing and maintaining adequate internal control over our financial reporting;~~

~~§ of management’s assessment of the effectiveness of our internal control over financial reporting as of year end; and~~5.

§The effect of the ~~framework~~change ~~used~~for ~~by management to evaluate~~ the ~~effectiveness~~captions ~~of our internal control over financial reporting~~presented.

~~-17-~~A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

~~In June 2009,~~Management ~~the~~does ~~FASB~~not ~~approved~~believe ~~the~~that ~~FASB~~any ~~Accounting~~other ~~Standards Codification~~recently ~~(the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP went into effect on July 1~~issued, ~~2009. The Codification does not change current U.S. GAAP,~~ but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not ~~included~~yet ~~in the Codification will be considered non-authoritative. The Codification is~~ effective ~~for~~accounting ~~interim~~pronouncements, ~~and~~if ~~annual periods ending after September 15~~adopted, ~~2009. The~~would ~~adoption did not~~ have a material ~~impact~~effect on the ~~Company’s~~accompanying financial ~~position, results of operations or cash flows~~statements.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04, Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99 which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.11

~~In August 2009,~~NOTE ~~the~~3 ~~FASB issued the FASB Accounting Standards Update No. 2009~~-~~05,~~ ~~Fair~~GOING Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques:CONCERN

1.The Aaccompanying ~~valuation~~consolidated ~~technique~~financial statements have been prepared assuming that ~~uses:~~ the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $183,707 at September 30, 2010, a net loss from continuing operations of $13,560, and net cash used in operations of $8,513 for the interim period then ended, respectively.

a.While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. The ~~quoted~~Company ~~price~~intends to seek business aggressively through the business contacts of its management and investors. While the ~~identical liability~~Company ~~when~~believes ~~traded~~in asthe anviability ~~asset;~~of its strategy to increase revenues and in its ability to raise funds if necessary, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to generate increased levels of revenues.

b.The ~~Quoted~~consolidated ~~prices~~financial ~~for~~statements ~~similar liabilities~~do ornot ~~similar~~include ~~liabilities~~any ~~when~~adjustments ~~traded~~that might be necessary if the Company is unable to continue as ~~assets;~~a ~~and/or~~going concern.

2.NOTE ~~Another~~4 ~~valuation~~– ~~technique~~NOTE that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability.RECEIVABLE

~~The~~On ~~amendments~~July in19, ~~this~~2010, ~~Update also clarify that when estimating~~ the ~~fair~~Company ~~value~~loaned ~~of a liability~~$15,000 ~~a reporting entity is not required~~ to ~~include~~an aindependent ~~separate~~third ~~input~~party orfor ~~adjustment to other inputs relating to the existence of~~ a ~~restriction~~promissory ~~that prevents the transfer of the liability~~note. The ~~amendments~~note inbears ~~this~~interest ~~Update~~at ~~also~~5% ~~clarify~~per ~~that~~annum, ~~both~~and ais ~~quoted~~payable ~~price in~~by anJuly active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position19, ~~results of operations or cash flows~~2011.

~~In September 2009,~~NOTE ~~the~~5 ~~FASB~~– ~~issued~~LOAN ~~the~~PAYABLE ~~FASB Accounting Standards Update No. 2009-08, Earnings Per Share~~ – ~~Amendments~~ toRELATED Section 260-10-S99, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.PARTY

~~-18-~~Loan payable related party for $11,000 is from a company affiliated with a stockholder of the Company. The loan bears no interest and is due on demand.

~~In September 2009,~~NOTE ~~the~~6 ~~FASB~~– ~~issued~~NOTES ~~the~~PAYABLE ~~FASB~~– ~~Accounting~~RELATED Standards Update No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees. This Update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.PARTY

~~In September 2009,~~On ~~the~~July ~~FASB issued the FASB Accounting Standards Update No. 2009-12~~15, ~~Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)~~2010, ~~which~~companies ~~provides amendments~~owned to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by ~~major category~~stockholders of ~~investment about~~ the ~~attributes of investments within the scope of the amendments in this Update~~Company, ~~such~~loaned as the ~~nature~~Company ~~of any restrictions on the investor’s ability to redeem its investments at the measurement date~~$25, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees000. The ~~major~~loans ~~category~~are ofdue ~~investment is required to be determined~~ on ~~the~~ ~~basis~~or ofbefore ~~the~~December ~~nature~~31, ~~and~~2010 ~~risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt~~ and ~~equity~~ ~~securities~~bear ininterest ~~paragraph~~at ~~320-10-50-1B.~~5% ~~The~~per ~~disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient~~annum. ~~The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.~~

InNOTE ~~January 2010,~~7 ~~the FASB issued the FASB Accounting Standards Update No. 2010-01 Equity Topic 505~~ – ~~Accounting~~NOTES ~~for Distributions~~PAYABLE toOF ~~Shareholders~~DISCONTINUED with Components of Stock and Cash, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary. That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.OPERATIONS

InNotes ~~January 2010,~~payable ~~the~~of ~~FASB~~New ~~issued the~~Solar ~~FASB~~Electricity ~~Accounting~~Corporation, ~~Standards~~of ~~Update~~$9,328, ~~No.~~accrues ~~2010-02~~interest ~~Consolidation~~at ~~Topic~~5% ~~810~~per ~~– Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification~~annum, ~~which~~are ~~provides~~due ~~amendments~~on todemand ~~Subtopic 810-10~~ and ~~related guidance~~are ~~within~~payable ~~U.S. GAAP~~ to ~~clarify that the scope of the decrease in ownership provisions of the Subtopic and~~ related ~~guidance applies to the following:~~parties.

1	A subsidiary or group of assets that is a business or nonprofit activity
2	A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture
3	An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

NOTE 8 – DISCONTINUED OPERATIONS

~~-19-~~Effective June 30, 2010, the Company discontinued the operations of its two wholly owned subsidiaries, Inner Path Health and New Solar. As a result, the 2010 operations of these subsidiaries are treated as discontinued operations in the consolidated financial statements.

The ~~amendments~~ infollowing ~~this~~table ~~Update~~summarizes ~~also clarify that~~ the ~~decrease~~operating inresult ~~ownership~~of ~~guidance in~~the ~~Subtopic~~discontinued ~~810-10~~operations ~~does~~for ~~not apply to~~ the ~~following~~three ~~transactions~~months ~~even~~ended ifSeptember ~~they involve~~30, ~~businesses~~2010:

1	Sales of in substance real estate. Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
New Solar
2	Conveyances of oil and gas mineral rights. Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.
Professional fees		$	425
Office			994
			(1,419	)
Inner Path Health
			-
Loss from discontinued operations		$	(1,419	)

IfNOTE ~~a decrease~~9 in- ~~ownership~~RELATED ~~occurs~~PARTY in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.TRANSACTIONS

~~Management~~Free ~~does~~office ~~not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.~~space

~~Critical Accounting~~The ~~Policies~~Company had been provided office spaces by its majority stockholder at no cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.12

~~An accounting~~NOTE ~~policy~~10 is- ~~considered~~SUBSEQUENT to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.EVENTS

~~Financial Reporting~~The ~~Release~~Company ~~No. 60~~has ~~requires~~evaluated all ~~companies~~events tothat ~~include~~occurred aafter ~~discussion of critical accounting policies or methods used in~~ the ~~preparation~~balance ofsheet ~~financial statements.~~date ~~There~~through ~~are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at~~ the ~~time~~ ~~the~~date ~~estimate~~when ~~is made. Note 2 to~~ the financial statements, ~~included~~were inissued ~~our Annual~~to ~~Report~~determine ~~filed~~if ~~with~~they ~~the~~must ~~Securities~~be ~~and~~reported. The ~~Exchange~~Management ~~Commission on Form 10-K for the fiscal year ended June 30, 2009, includes a summary~~ of the ~~significant accounting~~Company ~~policies~~determined ~~and~~that ~~methods~~there ~~used~~were inreportable ~~the~~subsequent ~~preparation~~events ofto ~~our~~be ~~financial statements~~disclosed.

~~Seasonality~~On October 14, The Company signed an Exchange Agreement with MAG INTERNATIONAL, INC., a California corporation on October 15, 2010 and on October 29, 2010; acquired control of MAG International, Inc. The Company purchased Eric and MaryAnn Baron's majority interest in MAG International, Inc. This purchase represents 60% of the issued and outstanding capital stock of MAG International, Inc.

WeMr. doBaron ~~not yet~~was ~~have~~appointed ato ~~basis~~the Board of Directors and replaced Mitchell Trace as President of Ladybug. On November 5, 2010, the Ladybug Board of Directors appointed Thomas F. Krucker as Chief Executive Officer. Mr. Krucker replaces Mitchell Trace as Chief Executive Officer. Mr. Krucker was also appointed to ~~determine~~the ~~whether~~Ladybug ~~our~~Board ~~business~~of ~~will~~Directors ~~be seasonal~~and named Chairman of the Board.

~~Off-Balance Sheet Arrangements~~13

~~We have no off-balance sheet arrangements, as defined in~~ Item ~~303(a)(4)(ii)~~ ~~of Regulation S-K, obligations under any guarantee contracts or contingent obligations~~2. WeManagement’s ~~also~~Discussion ~~have~~and noAnalysis ~~other~~of ~~commitments,~~Financial ~~other~~Condition ~~than~~and ~~the~~Results ~~costs~~ of ~~being a public company that will increase our operating costs or cash requirements in the future.~~Operation

When used in this Form 10-20Q and in our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

~~ITEM 3~~Background

~~QUANTITATIVE AND~~Additional ~~QUALITATIVE~~details ~~DISCLOSURES~~about ~~ABOUT~~our ~~MARKET~~business ~~RISK~~are set forth in our Annual Report on Form 10-K for the year ending June 30, 2010. The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q.

~~Pursuant~~ The purpose of this section is to ~~Item~~discuss ~~305(e)~~and ofanalyze ~~Regulation~~our ~~S-K~~financial (§condition, ~~229~~liquidity and capital resources and results of operations.~~305(e)),~~ ~~the~~You ~~Company~~should isread ~~not~~this ~~required~~analysis ~~to provide~~in conjunction with the ~~information~~financial ~~required~~statements byand notes that appear elsewhere in this ~~Item~~Quarterly ~~because~~Report iton isForm a10-Q. ~~“smaller~~This ~~reporting company~~section contains certain "forward-looking statements" within the meaning of federal securities laws that involve risks and uncertainties,” asincluding ~~defined~~statements byregarding ~~Rule~~our ~~229~~plans, objectives, goals, strategies and financial performance. The Company’s actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under "Disclosure Regarding Forward-Looking Statements" in this Quarterly Report on Form 10~~(f)(1)~~-Q.

~~ITEM 4~~Plan of Operations

~~CONTROLS AND~~During ~~PROCEDURES~~the quarter ended September 31, 2010 our officers and interested shareholders devoted substantial time to identify new opportunities in the energy, health, and intellectual property sectors. We continued to focus our attention on niche technologies or technology that lends themselves to marketing through licensing or sublicensing but we extended our efforts in the energy sector to include energy efficient electric and flex fuel off-road vehicles.

~~(a)~~For ~~Evaluation~~the ofthree ~~Disclosure~~months ~~Controls~~ended September 30, 2010 and ~~Procedures.~~2009, our operations were as follows:

An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") (in this case the same person), of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2010. Based on that evaluation, the CEO/CFO has concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that:


REVENUES	$	-	$	3,059

EXPENSES
Professional fees		11,040		14,352
Compensation		-		4,500
Office and subcontractor costs		486		4,658
Travel		2,034		-
TOTAL OPERATING EXPENSES		13,560		23,500

LOSS FROM OPERATIONS		1,419		0

PROVISION FOR INCOME TAXES		0		0

NET LOSS	$	(14,979)	$	(20,451)

~~(i)~~During ~~information~~the ~~required~~period toended beSeptember ~~disclosed~~30, by2010 ~~the~~our ~~Company~~expenses indecreased ~~reports~~primarily ~~that~~because itwe ~~files~~did ornot ~~submits~~require ~~under~~outside ~~the~~contractors ~~Securities~~to ~~Exchange~~maintain ~~Act~~our ofweb ~~1934~~sites isand ~~accumulated~~we ~~and~~did ~~communicated~~not topay ~~the~~any ~~Company's~~compensation. ~~management,~~Shareholders ~~including~~voluntarily ~~the~~maintained ~~CEO/CFO,~~our assubsidiaries’ ~~appropriate~~web tosites. ~~allow~~The ~~timely~~loss ~~decisions~~from ~~regarding~~operations ~~required~~is ~~disclosure~~attributable byto ~~the~~our ~~Company;~~subsidiary, ~~and~~New Solar Electricity Corporation.

~~(ii)~~LIQUIDITY ~~information~~AND ~~required~~CAPITAL to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.RESOURCES

~~(b) Changes in~~Ladybug ~~Internal~~had ~~Controls~~total liabilities of $137,654 as of September 30, 2010 consisting principally of accrued professional fees and notes payable.

~~During the~~Ladybug ~~quarter~~had ~~ended~~negative ~~March~~working ~~31,~~capital ~~2010~~of $115,074 ~~there~~and ~~were~~an noaccumulated ~~changes~~deficit inof ~~the Company's internal control over financial reporting that have materially affected~~$183,707 oras ~~are reasonably~~of ~~likely~~September ~~to materially affect~~30, ~~its internal control over financial reporting~~2010.

~~-21-~~14

~~PART II—OTHER~~Ladybug ~~INFORMATION~~had net cash used in operating activities of $8,513 for the three months ended September 30, 2010, consisting of net loss of $14,979, offset by $426 of depreciation, and the $6,041 increase in accounts payable and accrued professional fees.

~~ITEM 1~~Ladybug does not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We do not believe that we need funding to cover current operations because we do not have a capital intensive business plan can also use independent contractors to assist in many projects, and currently have shareholder who volunteer services at no cost to us. We will use funding, if obtained, to cover the salary of our President and to pay for marketing materials and proposal efforts. We currently have no formal salary arrangements with our President. While no annual salary or length of employment has been determined to date, we anticipate providing an annual salary not to exceed $100,000, the accrual of which will begin after we generate annual revenue of at least $100,000 per year.

~~LEGAL PROCEEDINGS~~We may seek private capital at some time in the future. If a market for our shares develops, of which there can be no assurance, we will use shares to compensate employees/consultants wherever possible. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf.

~~From~~We ~~time~~ are subject to ~~time~~the periodic reporting requirements of the Securities Exchange Act of 1934, weas ~~may~~amended ~~become~~and ~~party~~as tosuch ~~litigation~~will orincur ~~other~~ongoing expenses associated with professional fees for accounting, legal ~~proceedings~~and a host of other expenses for annual reports and proxy statements. We estimate that ~~we consider~~these costs may range up to be$50,000 aper ~~part~~year offor the ~~ordinary~~next ~~course~~few ofyears and will be higher if our business volume and activity increases. WeThese ~~are~~obligations ~~not currently~~may ~~involved~~reduce inour ~~legal~~ability ~~proceedings~~and ~~that~~resources ~~could~~to ~~reasonably~~fund other aspects of our business. We hope to be ~~expected~~able to ~~have~~ use our status as a ~~material~~public ~~adverse~~company ~~effect~~to onincrease our ~~business,~~ability ~~prospects~~to use noncash means of settling obligations and compensating independent contractors who provide services for us, ~~financial~~although ~~condition or~~there ~~results~~can be no assurances that we will be successful in any of ~~operations~~those efforts. We ~~may~~will ~~become~~reduce ~~involved~~the incompensation ~~material~~levels ~~legal~~paid ~~proceedings in~~to ~~the~~management ~~future~~if there is insufficient cash generated from operations to satisfy these costs.

~~ITEM 1A~~To meet commitments that become due more than 12 months in the future, we will have to achieve sufficient levels of profitability, of which there can be no assurance. There does not currently appear to be any viable source of long-term financing except that management may consider various sources of debt and/or equity financing if the same financing can be obtained on terms deemed reasonable to management.

~~RISK FACTORS~~Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~You should~~Not beapplicable ~~aware that there are various risks~~ to anSmaller ~~investment~~Reporting ~~in our common stock. You should carefully consider these risk factors, together with all of the other information included in this Report, before you decide to invest in shares of our common stock.~~Companies

IfPursuant ~~any~~to ~~of the~~Item ~~following~~305(e) ~~risks~~of ~~develop~~Regulation ~~into~~S-K ~~actual~~(§ ~~events~~229.305(e)), ~~then~~the ~~our~~Company ~~business,~~is ~~financial condition,~~not ~~results~~required ofto ~~operations~~provide ~~and/or~~the ~~prospects~~information ~~could~~required beby ~~materially~~this ~~adversely affected.~~Item Ifbecause ~~that~~it ~~happens,~~is ~~the~~a ~~market~~“smaller ~~price~~reporting ~~of our common stock~~company,” ifas ~~any,~~defined ~~could decline,~~by ~~and~~Rule ~~investors may lose all or part of their investment~~229.10(f)(1).

~~Risks Related~~Item to4. ~~the~~Controls ~~Business~~and Procedures.

~~Ladybug’s founder~~Evaluation ~~and former President resigned in October 2009 because~~ of ~~health~~Disclosure ~~issues. It~~Controls ~~is unclear whether our current officers~~ and ~~Directors can implement successfully the business plan that she created.~~Procedures

~~Ladybug’s current~~We ~~business~~maintain ~~strategy~~disclosure ~~was~~controls ~~developed~~ and ~~dependent~~procedures ~~upon~~(as ~~the~~defined ~~knowledge, reputation~~in ~~and~~Rules ~~business~~13a-15(e) ~~contacts~~and 15d-15(e) of ~~Molly~~the S.Securities ~~Ramage,~~Exchange ~~its~~Act ~~founder~~of ~~and former President~~1934, ~~who~~as ~~resigned~~amended in(the ~~October~~“Exchange ~~2009~~Act”) ~~because~~that ofare ~~health~~designed ~~issues.~~to ~~She will~~ be ~~available~~ toeffective usin onproviding areasonable ~~limited~~assurance ~~consulting~~that ~~basis~~information ~~moving~~required ~~forward.~~to Webe ~~can~~disclosed ~~provide~~in ~~no assurances~~our ~~that~~reports ~~Ms.~~under ~~Ramage’s~~the ~~successors~~Exchange ~~will~~Act beis ~~able~~recorded, toprocessed, ~~implement~~summarized ~~her~~and ~~business plan~~reported ~~successfully. If~~within ~~they~~the ~~are~~time ~~unable~~periods tospecified ~~successfully~~in ~~implement~~the ~~her business~~rules ~~plan,~~and weforms ~~may~~of bethe ~~forced~~Securities toand ~~scale~~Exchange ~~back~~Commission ~~our~~(the ~~business~~“ ~~plan~~SEC”), and~~/or~~ ~~seek additional~~that ~~funding,~~such ~~which~~information ~~may~~is ~~have~~accumulated aand ~~materially~~communicated ~~adverse~~to ~~effect~~our onmanagement ~~the~~to ~~value~~allow ~~of our~~timely ~~common~~decisions ~~stock~~regarding required disclosure.

AsIn ~~part of~~designing ~~the~~and ~~Company’s~~evaluating ~~plan~~disclosure tocontrols ~~augment~~and ~~its~~procedures, ~~financial~~management ~~resources~~recognizes that any controls and ~~consider~~procedures, ~~attractive business~~no ~~opportunities~~matter how well designed and operated, ~~the~~can ~~Company’s~~provide ~~principal~~only ~~stockholders~~reasonable, ~~have~~not ~~entered~~absolute ~~into discussions~~assurance ~~with~~of anachieving ~~unaffiliated~~the ~~third~~desired ~~party~~objectives. ~~with~~Also, ~~respect~~the todesign of a ~~potential~~control ~~merger transaction~~system ~~which~~must ~~could~~reflect ~~result~~the infact that there are resource constraints and the ~~discontinuance~~benefits of ~~our~~controls ~~current~~must ~~operations~~be considered relative to their costs. Because of the inherent limitations in all control systems, ~~change~~ no evaluation of controls can provide absolute assurance that all control~~/ownership~~ issues and ~~new~~instances ~~management~~of fraud, if any, have been detected. ~~There~~These inherent limitations include the realities that judgments in decision-making can be nofaulty ~~assurance~~and that ~~a merger~~breakdowns can occur because of simple error or ~~other~~mistake. ~~significant~~The ~~transaction~~design ~~will~~of beany ~~consummated~~system ~~with~~of ~~the~~controls ~~third~~is ~~party or~~based, ifin ~~consummated~~part, ~~that~~upon certain assumptions about the ~~Company~~likelihood orof ~~its~~future ~~stockholders~~events ~~would~~and ~~realize~~there can be no assurance that any ~~benefits~~ ~~from~~design itwill succeed in achieving its stated goals under all potential future conditions.

~~We have been contacted in connection with various merger and acquisition opportunities and may choose to enter into a merger and/or acquisition transaction in the future.~~15

WeAs ~~have been~~of ~~contacted~~the byend ~~parties~~of ~~seeking~~the toperiod ~~merge~~covered ~~and/or~~by ~~acquire~~this ~~us.~~report, ~~While~~ we ~~have~~carried ~~not entered~~out ~~into~~an ~~any definitive agreements or understandings to merge with or acquire any entity~~evaluation, inunder the ~~event~~supervision ~~that we do enter into a merger~~ and~~/or acquisition~~ with athe ~~separate~~participation ~~company~~of ~~in the future~~management, including our ~~majority~~Chief ~~shareholders will~~Executive ~~likely~~Officer ~~change~~ and ~~new~~Principal ~~shares~~Financial ofOfficer ~~common~~(Chairman ~~stock~~of ~~could~~the ~~be issued resulting in substantial dilution to our then current shareholders. As a result~~Board), ~~our~~of ~~new majority~~the ~~shareholders~~effectiveness ~~will~~of ~~likely~~the ~~change~~design ~~the~~and ~~composition~~operation of our ~~Board~~disclosure ~~of Directors~~controls and ~~replace~~procedures. ~~our~~Based ~~current~~upon ~~management.~~that ~~The~~evaluation, ~~new~~ management ~~will~~concluded ~~likely change~~that our ~~business~~disclosure ~~focus~~controls and weprocedures ~~can~~are ~~make~~effective noas ~~assurances~~of ~~that~~September ~~our~~30, ~~new~~2010 ~~management will be able~~ to ~~properly~~cause ~~manage~~the ~~our~~information ~~direction~~required orto ~~that~~be ~~this~~disclosed ~~change~~by us in ~~our business~~reports ~~focus~~that ~~will~~we befile ~~successful.~~or Ifsubmit weunder dothe ~~enter~~Exchange ~~into~~Act ais ~~merger~~recorded, ~~or acquisition~~processed, ~~and~~ ~~our~~summarized ~~new~~and ~~management~~reported ~~fails~~within tothe ~~properly~~time ~~manage~~periods ~~and~~prescribed ~~direct~~by ~~our operations~~SEC, ~~we may~~and bethat ~~forced~~such toinformation ~~scale~~is ~~back~~accumulated orand ~~abandon~~communicated ~~our~~to ~~operations~~management, ~~which~~including ~~will cause the value of~~ our ~~common~~Chief ~~stock~~Executive toOfficer ~~decline~~and orPrincipal ~~become~~Financial ~~worthless.~~Officer We(Chairman ~~have~~of ~~not~~the ~~entered into~~Board), ~~any~~as ~~merger~~appropriate, orto ~~acquisition~~allow ~~agreements~~timely asdecisions ofregarding ~~the~~required ~~date of this filing~~disclosure.

~~-22-~~Changes in Internal Control over Financial Reporting

~~Ladybug has~~There awas ~~very~~no ~~limited~~change ~~operating~~in ~~history~~our ~~and~~internal ~~anticipates~~controls ~~generating~~over ~~losses~~financial ~~for~~reporting identified in connection with the ~~foreseeable~~ ~~future~~requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Ladybug was formed in November 2007. Therefore, we have insufficient operating history upon which an evaluation of our future performance and prospects can be made. Ladybug’s future prospects must be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business. An investor in our common stock must consider the risks and difficulties frequently encountered by early stage companies operating in new and competitive markets such as ours. These risks include:Limitations

·Our ~~competition~~management, ~~from~~including ~~entities~~our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are ~~much~~resource ~~more~~constraints, ~~established~~and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have ~~greater~~been ~~financial~~detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and ~~technical~~that ~~resources~~breakdowns ~~than~~can dooccur ~~we;~~because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

·PART ~~the~~II ~~need~~- toOTHER ~~develop corporate infrastructure;~~INFORMATION

·Item ~~the~~1. ~~ability~~Legal ~~to access and obtain capital when required; and~~Proceedings.

·From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ~~dependence~~ordinary ~~upon~~course ~~key~~of ~~personnel~~our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

~~Ladybug cannot~~Item ~~be certain that its business strategy will be successful or that it will ever have profitable business activities or generate sustainable revenues~~1A. ~~Furthermore,~~ ~~Ladybug~~Risk ~~believes that it is probable that it will incur operating losses and negative cash flow for the foreseeable future.~~Factors

~~Ladybug~~You ~~has~~should ~~limited~~be ~~financial resources,~~aware ~~and~~that ~~its~~there ~~independent~~are ~~registered~~various ~~auditors’~~risks ~~report~~to ~~includes~~ an ~~explanatory~~ ~~paragraph~~investment ~~stating~~in ~~that~~our ~~there~~common isstock. ~~substantial~~You ~~doubt~~should ~~about~~carefully ~~its~~consider ~~ability~~ these risk factors, together with all of the other information included in this Report, before you decide to ~~continue~~invest asin ashares ~~going~~of ~~concern~~our common stock.

~~Ladybug has~~If ~~very~~any ~~limited~~of ~~financial~~the ~~resources~~following ~~and~~risks ~~had~~develop ~~negative~~into ~~working~~actual ~~capital of $81~~events,~~265 and~~ anthen ~~accumulated~~our ~~deficit of $135~~business,~~294~~ atfinancial ~~March 31~~condition, ~~2010.~~results ~~Our~~of ~~independent registered~~operations ~~auditors~~and/or ~~included~~prospects ancould ~~explanatory~~be ~~paragraph~~materially inadversely ~~their~~affected. ~~opinion~~If ~~on Ladybug’s~~that ~~financial statements as of June 30~~happens, ~~2009~~the ~~that~~market ~~states~~price ~~that this lack~~ of ~~resources~~ ~~causes substantial doubt about~~ our ~~ability~~common tostock, ~~continue~~if asany, acould ~~going concern.~~decline, Noand ~~assurances~~investors ~~can~~may belose ~~given~~all ~~that we will generate sufficient revenue~~ or ~~obtain~~ ~~necessary~~part ~~financing~~of totheir ~~continue as a going concern~~investment.

~~Ladybug is~~Risks ~~and~~Related ~~will continue~~ to ~~be significantly dependent on~~ the ~~services of its President, Mitchell Trace, and its Secretary, Patricia Barton, the loss of whose services would likely cause its business operations to cease.~~Business

~~Ladybug’s current business strategy is completely dependent upon the knowledge, reputation and business contacts of Mitchell Trace, its President, and Patricia Barton, its Secretary~~1. ~~If we were to lose the services of either one or both for any reason, it is unlikely that we would be able to continue conducting our business plan even if financing is obtained.~~

~~Our President,~~LADYBUG ~~Mitchell~~has ~~Trace~~virtually ~~and our Secretary Patricia Barton, are principally responsible for the execution of our business. They are under~~ no ~~contractual obligation~~financial ~~to remain employed by us~~resources. IfOur ~~they~~independent ~~should~~registered ~~choose~~auditors’ toreport ~~leave~~includes usan ~~for~~explanatory ~~any reason~~paragraph ~~before~~stating wethat ~~have~~there ~~hired~~is ~~qualified~~substantial ~~additional~~doubt ~~personnel,~~about our ~~operations~~ability ~~are likely~~ to ~~fail.~~continue ~~Even~~as ifa wegoing ~~are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines with our business plan~~concern.

LADYBUG has virtually no financial resources. We ~~depend~~ onhave negative working capital of negative working capital of $115,074 and a ~~very~~net ~~limited~~stockholder’s ~~number~~deficit of ~~customers~~$110,817 at September 30, 2010. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended June 30, 2010 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

During the nine months ended March 31, 2010, all revenue was derived from five entities related to our Secretary and Director, Patricia Barton. During the fiscal year ended June 30, 2009, the Company derived 34% of its revenues from two companies, VOF (23.95%) and Seattle Cremations (10.45%). The work done for VOF related to politically oriented websites and is not expected to result in recurring engagements. We do not have long-term agreements with any customer and cannot predict the likelihood of getting additional engagements from them.16

~~-23-~~2.

~~We operate~~LADYBUG inis aand ~~highly~~will ~~competitive~~continue ~~industry~~to ~~with~~be ~~low~~completely ~~barriers~~dependent on the services of our officers and directors the loss of whose services may cause our business operations to ~~entry~~cease, and we ~~may be~~will ~~unable~~need to ~~compete~~engage ~~successfully~~and ~~against~~retain ~~existing~~qualified oremployees ~~new competitors~~and consultants to further implement our strategy.

~~The~~LADYBUG’s ~~Web applications~~operations ~~markets are highly competitive~~ and ~~have~~business ~~low~~strategy ~~barriers~~are ofcompletely ~~entry, which~~dependent ~~could~~upon ~~hinder~~the ~~our~~knowledge ~~ability~~and tobusiness ~~successfully~~connections ~~market~~of our ~~products~~officers and ~~services~~directors. We ~~may~~They ~~not~~are ~~have~~under ~~the~~no ~~resources,~~contractual ~~expertise~~obligation ~~or other competitive factors~~ to ~~compete successfully~~remain inemployed ~~the~~by ~~future~~us. ~~Because~~If ~~there~~they, ~~are~~or ~~few~~any ~~substantial~~one ~~barriers~~of ~~to entry~~them, we ~~expect~~should ~~that~~choose weto ~~will~~leave ~~face~~us ~~additional~~for ~~competition~~any ~~from~~reason, ~~existing~~our ~~competitors~~operations ~~and new~~may ~~market~~likely ~~entrants in the future~~fail. ~~Some~~Even ofif ~~these~~we ~~competitors~~ are ~~part-time contractors~~able ~~willing~~ to ~~provide~~find ~~services~~additional atpersonnel, ~~low~~it ~~rates~~is touncertain ~~enter~~whether ~~the~~we ~~industry~~could ~~or earn~~find ~~extra~~someone ~~money.~~who Oncould ~~the~~develop ~~other hand, many of~~ our ~~current~~business ~~and~~along ~~potential competitors~~the ~~have~~lines ~~greater~~described ~~name recognition and more established relationships~~ in ~~the~~ ~~industry~~this ~~and greater resources~~prospectus. ~~As a result, these competitors may be able to:~~

~~· Develop and expand their network infrastructures and service offerings more rapidly;~~3.

·Most ~~Adapt~~of toour ~~new~~competitors or ~~emerging~~potential ~~technologies~~competitors ~~and~~may ~~changes~~include inlarge ~~customer~~firms ~~requirements~~that ~~more~~have ~~quickly;~~significantly greater financial and marketing resources than do we.

·Most ~~Devote~~of our competitors, which include large energy, intellectual property, or medical firms, have significantly greater financial and marketing resources than do we. Many have sophisticated Websites and the ability to advertise in a wide variety of media. We will principally depend on the ~~marketing~~business contacts of our officers and ~~sale~~directors and word of ~~their~~mouth. ~~services~~There ~~and~~are ~~adopt~~no ~~more~~assurances ~~aggressive~~that ~~pricing~~our ~~policies~~approach ~~than~~will webe ~~can~~successful.

~~Our success~~There ~~depends on our ability to maintain our professional reputation and name. If we~~ are ~~unable~~significant topotential doconflicts ~~so,~~of ~~our business would be significantly and negatively impacted.~~interest

WeOur ~~depend on~~key ~~our~~personnel ~~overall~~are ~~reputation~~required ~~and~~to ~~name~~commit ~~recognition~~significant time to ~~secure~~our ~~new~~affairs ~~engagements.~~and, ~~We expect~~accordingly, tothese ~~obtain~~individual(s) ~~and~~(particularly ~~are~~our ~~likely~~Chief toOperating ~~continue~~Officer, ~~obtaining~~Dr. ~~many~~Craig ofBarton) ~~our~~may ~~new engagements~~have ~~from~~conflicts ~~existing~~of ~~clients~~interest orin ~~from~~allocating ~~referrals~~management bytime ~~those~~among ~~clients~~various business activities. AIn ~~client who~~the iscourse ~~dissatisfied~~of ~~with~~other ~~our~~business ~~work~~activities, ~~can~~certain ~~adversely~~key ~~affect~~personnel (particularly our ~~ability~~president) tomay ~~secure~~become ~~new engagements.~~aware Ifof ~~any~~business ~~factor~~opportunities ~~hurts~~which ~~our~~may ~~reputation,~~be ~~including~~appropriate ~~poor~~for ~~performance~~presentation to us, ~~we may~~as ~~experience~~well ~~difficulties~~as inthe ~~competing~~other ~~successfully~~entities ~~for~~with ~~new~~which ~~engagements~~they are affiliated. ~~Failure~~ toAs ~~maintain~~such, ~~our~~there ~~professional~~may ~~reputation~~have ~~and~~conflicts ~~brand~~of ~~name~~interest ~~could~~in ~~seriously harm~~determining ~~our~~to ~~business,~~which ~~financial~~entity ~~condition~~a ~~and~~particular ~~results~~business ofopportunity ~~operations.~~ should be presented.

~~We currently~~In ~~are~~an ~~likely~~effort to ~~complete~~resolve asuch ~~limited~~potential ~~number~~conflicts of ~~engagements~~interest, inwe ahave ~~year~~entered into an agreement with Dr. ~~Our revenues~~Barton ~~and~~specifying ~~operating~~that ~~results~~any ~~will~~business ~~fluctuate~~opportunities ~~significantly~~that ~~from~~he ~~quarter~~may become aware of independently or directly through his association with us (as opposed to ~~quarter,~~ ~~which~~disclosure ~~may~~to ~~cause~~him ~~our~~of ~~stock~~such ~~price,~~business ifopportunities ~~one~~by ~~exists,~~management or consultants associated with other entities) would be presented by him solely to ~~decline~~ us.

~~Our current~~We ~~limited~~cannot ~~sources~~provide ofassurances ~~resources~~that ~~permit~~our usefforts to ~~perform~~eliminate ~~a limited number of engagements in any one financial reporting period. Performance of a small number of engagements in any one financial reporting quarter compared with~~ the ~~number of~~potential ~~engagements performed in other surrounding periods will have a significant percentage~~ impact ~~on that quarter compared to the other quarters. As a result~~ of ~~these~~ ~~and~~conflicts ~~other factors, we believe that period-to-period comparisons~~ of ~~our operating~~interest ~~results~~ will ~~not~~ be ~~meaningful in the short term and that you should not rely upon our performance in a particular period as an indication of our performance in any future period~~effective.

~~We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and will incur audit fees and legal fees in connection with the preparation of such reports~~5. ~~These additional costs could reduce or eliminate our ability to earn a profit.~~

WeMitchell ~~are required~~Trace, toour ~~file~~Chief ~~periodic~~Executive ~~reports with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934~~Officer, ~~as amended,~~ and ~~the rules~~Chief ~~and~~Financial ~~regulations promulgated thereunder. In order to comply with these requirements~~Officer, ~~our~~has ~~independent~~no ~~registered~~meaningful ~~public~~ accounting ~~firm~~or ~~has to review our~~ financial ~~statements~~reporting oneducation aor ~~quarterly~~experience ~~basis~~ and ~~audit our financial statements on an annual basis. Moreover~~, our legal counsel has to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. Howeveraccordingly, ~~the incurrence of such costs will obviously be an expense to~~ our ~~operations and thus have a negative effect on our~~ ability to meet ~~our~~Exchange ~~overhead~~Act reporting requirements ~~and~~on ~~earn~~ a ~~profit.~~timely Webasis ~~may~~will be ~~exposed~~ dependent to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a ~~market~~significant ~~ever develops,~~degree ~~could~~upon ~~drop significantly~~others.

~~-24-~~Mitchell Trace, our Chief Executive Officer and Chief Accounting Officer, has no meaningful financial reporting education or experience. Consequently he is heavily dependent on advisors and consultants. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required, beginning with our fiscal year ending June 30, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year ended June 30, 20106. Furthermore, in the following fiscal year, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

We ~~currently~~ ~~have~~are ~~only~~subject ~~one employee. We may be unable~~ to ~~afford~~ the ~~cost~~periodic ~~of increasing~~reporting ~~our~~requirements ~~staff or engaging outside consultants or professionals to overcome our lack~~ of ~~employees. During~~ the ~~course~~Securities ofExchange ~~our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley~~ Act ~~for compliance with the requirements~~ of ~~Section~~1934 ~~404.~~which Inrequire ~~addition,~~us ifto weincur ~~fail~~audit tofees ~~achieve~~ and ~~maintain adequate~~legal ~~internal~~fees controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in ~~accordance~~connection with ~~Section~~the ~~404~~preparation of ~~the~~such ~~Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial~~ reports ~~and are important to help prevent financial fraud~~. IfThese wecosts ~~cannot~~could ~~provide~~reduce ~~reliable financial reports~~ or ~~prevent~~ ~~fraud,~~eliminate our ~~business~~ability ~~and~~to ~~operating~~earn ~~results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if~~ a ~~market ever develops, could drop significantly~~profit.

~~Mitchell Trace,~~We ~~our~~are ~~Chief~~required ~~Executive~~to ~~Officer~~file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 and ~~Chief~~the ~~Financial~~rules ~~Officer~~and regulations promulgated thereunder. In order to comply with these requirements, ~~has~~our ~~no meaningful~~independent registered public accounting orfirm will have to review our financial ~~reporting~~statements ~~education~~on ora ~~experience~~quarterly basis and audit our financial statements on an annual basis. Moreover, ~~accordingly,~~ our ~~ability~~legal counsel will have to ~~meet~~review ~~Exchange~~and ~~Act~~assist ~~reporting~~in ~~requirements~~the onpreparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a ~~timely basis~~major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be ~~dependent~~an expense to our operations and thus have a ~~significant~~negative ~~degree~~effect ~~upon~~on ~~others~~our ability to meet our overhead requirements and earn a profit.

~~Mitchell Trace,~~We ~~our~~do ~~Chief~~not ~~Executive~~have ~~Officer~~a sufficient number of employees to segregate responsibilities and ~~Chief~~may ~~Accounting~~be ~~Officer,~~unable ~~has~~to ~~no meaningful~~afford ~~financial~~increasing ~~reporting~~our ~~education~~staff or ~~experience.~~engaging Heoutside isconsultants ~~heavily~~or ~~dependent on~~professionals ~~advisors~~to ~~and~~overcome ~~consultants~~our lack of employees. AsMoreover, ~~such~~effective internal controls, ~~there~~particularly isthose ~~risk~~related ~~about~~to ~~our~~revenue ~~ability~~recognition, are necessary for us to ~~comply with~~produce ~~all~~reliable financial ~~reporting~~reports ~~requirements~~and ~~accurately~~are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and onoperating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a ~~timely basis~~market ever develops, could drop significantly.

~~Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~17

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~7. As defined in the Securities Exchange Act of 1934, as amended, Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·Our ~~pertain~~internal tocontrols ~~the~~may ~~maintenance~~be ofinadequate, ~~records~~which ~~that~~could incause ~~reasonable~~our ~~detail~~financial ~~accurately~~reporting ~~and~~to ~~fairly~~be ~~reflect~~unreliable ~~the transactions~~ and ~~dispositions~~lead ofto ~~the~~misinformation ~~assets~~being ofdisseminated to the ~~Company;~~public.

·Our ~~provide~~management ~~reasonable~~is ~~assurance~~responsible ~~that~~for ~~transactions~~establishing ~~are~~and ~~recorded~~maintaining asadequate ~~necessary~~internal tocontrol ~~permit~~over ~~preparation~~financial ofreporting. ~~financial~~As ~~statements~~defined in ~~accordance~~Exchange ~~with~~Act ~~generally~~Rule ~~accepted~~13a-15(f), ~~accounting~~internal ~~principles~~control over financial reporting is a process designed by, or under the supervision of, the principal executive and ~~that~~principal ~~receipts~~financial officer and ~~expenditures~~effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the ~~Company~~reliability ~~are~~of ~~being~~financial ~~made~~reporting ~~only~~and the preparation of financial statements for external purposes in accordance with ~~authorizations~~generally ofaccepted ~~management~~accounting principles and~~/or~~ ~~directors~~includes ofthose ~~the~~policies ~~Company;~~ and procedures that:

· 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.

~~-25-~~pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.·

~~Having~~provide ~~only~~reasonable ~~two~~assurance ~~Directors~~that ~~limits~~transactions ~~our~~are ~~ability~~recorded as necessary to ~~establish~~permit ~~effective~~preparation ~~independent corporate~~of ~~governance~~financial ~~procedures~~statements in accordance with generally accepted accounting principles, and ~~increases~~that receipts and expenditures of the ~~control~~Company are being made only in accordance with authorizations of ~~our President~~management and/~~Director.~~or directors of the Company; and

We have only two Directors, one of whom is also our Chief Executive Officer. Accordingly, we cannot establish Board committees comprised of independent members to oversee functions like compensation or audit issues.·

~~Until~~provide ~~we have~~reasonable aassurance ~~larger~~regarding ~~Board~~prevention ofor ~~Directors~~timely ~~that~~detection ~~would~~of ~~include~~unauthorized ~~some independent members~~acquisition, ~~if ever,~~use ~~there~~or ~~will~~disposition ~~be limited oversight~~ of ~~our~~the ~~President’~~Company's ~~decisions~~assets ~~and activities~~that ~~and~~could ~~little~~have ~~ability~~a ~~for~~material ~~minority~~effect ~~shareholders~~on ~~to challenge or reverse those activities and decisions, even if they are not in~~ the ~~best~~financial ~~interests of minority shareholders~~statements.

~~Risks Related~~Our internal controls may be inadequate or ineffective if our operations expand, which could cause our financial reporting to ~~Our~~be ~~Common~~unreliable ~~Stock~~and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

~~Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock~~8.

WeThe ~~have no~~costs ~~committed source~~ of ~~financing.~~being ~~Wherever~~a ~~possible,~~public ~~our~~company ~~Board~~could ofresult ~~Directors~~in ~~will attempt~~us tobeing ~~use~~unable ~~non-cash consideration~~ to ~~satisfy~~continue obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. We have authorized 300,000,000 shares of common stock, and as ~~of April 2, 2010, 288,680,000 shares remain unissued. In addition, if~~ a ~~trading~~going ~~market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market~~concern. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of Ladybug because the shares may be issued to parties or entities committed to supporting existing management.

~~Nevada law~~As a public company, we have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our ~~Articles~~revenues do not increase and/or we cannot satisfy many of ~~Incorporation~~these ~~authorize~~costs usthrough tothe ~~issue~~issuance of our shares, we may be unable to satisfy these costs in the normal course of ~~stock,~~ business which ~~shares~~would ~~may~~result ~~cause~~in ~~substantial~~our ~~dilution~~being unable to ~~our~~continue ~~existing shareholders~~as a going concern.

~~We have authorized capital stock consisting of 300,000,000 shares of common stock, $0~~9.001 par value per share and 20,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of the date of this report, we have 11,320,000 shares of common stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders. Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than the shares of common stock currently outstanding. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and Preferred Stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any Preferred Stock, which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or Preferred Stock may cause the value of our securities to decrease and/or become worthless.

~~-26-~~Having only two directors limits our ability to establish effective independent corporate governance procedures and increases the control of our president.

~~Our~~We ~~Articles~~have ofonly ~~Incorporation provide~~two ~~for~~directors, ~~indemnification~~Mitchell ofTrace ~~officers~~ and ~~Directors~~Patricia atBarton. Accordingly, ~~our~~we ~~expense~~cannot ~~and~~establish ~~limit their~~board ~~liability.~~committees ~~These~~comprised ~~provisions~~of ~~may~~independent ~~result~~members into aoversee ~~major~~functions ~~cost~~like tocompensation usor ~~and~~audit ~~hurt~~issues. ~~the interests~~In ofaddition, ~~our~~a ~~shareholders~~tie ~~because~~vote ~~corporate~~of ~~resources~~board ~~may~~members beis ~~expended~~decided ~~for the~~in ~~benefit~~favor of ~~officers~~the ~~and/or~~chairman, ~~Directors~~which gives him significant control over all corporate issues.

~~Our Articles~~Until ofwe ~~Incorporation~~have ~~and~~a ~~applicable~~larger ~~Nevada~~board ~~law~~of ~~provide~~directors ~~for~~that ~~the indemnification~~would ofinclude ~~our~~some ~~Directors,~~independent ~~officers~~members, ~~employees,~~if ~~and agents~~ever, ~~under~~there ~~certain circumstances,~~will ~~against~~be ~~attorney's~~limited ~~fees~~oversight ~~and~~of ~~other~~our ~~expenses~~president’s ~~incurred~~decisions byand ~~them in any litigation to which they become a party arising from their association with or~~ activities onand ~~our~~little ~~behalf.~~ability ~~We will also bear the expenses of such litigation~~ for ~~any~~minority ofshareholders ~~our~~to ~~Directors,~~challenge ~~officers, employees,~~ or ~~agents,~~reverse ~~upon~~those ~~such~~activities ~~person's written~~and ~~promise~~decisions, ~~to repay us~~ even if itthey isare ~~ultimately determined that any such person shall~~ not ~~have been entitled to indemnification. This indemnification policy could result~~ in ~~substantial~~the ~~expenditures~~best byinterests usof ~~that~~minority ~~we may be unable to recoup~~shareholders.

WeRisks ~~have been~~Related advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a Director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a Director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a ~~court~~Our ofCommon appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.Stock

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading, and even if quoted, it is likely to be subject to significant price fluctuations10.

~~There~~Shareholders ~~has not~~may ~~been~~be ~~any~~diluted ~~established~~significantly ~~trading~~through ~~market for~~ our ~~common~~efforts ~~stock.~~to ~~The~~obtain ~~Financial Industry~~financing ~~Regulatory~~and ~~Authority~~satisfy ~~("FINRA")~~obligations ~~has~~through ~~assigned~~issuance usof aadditional ~~trading symbol (“LBRG”) which enables a market maker to quote the~~ shares of our common stock ~~on the OTCBB maintained by FINRA~~. ~~There can be no assurances as to whether:~~

1We have no committed source of financing. ~~any~~Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. We have authorized 300,000,000 shares of common stock and 20,000,000 of preferred stock. As of June 30, 2010, 168,050,000 common shares and 20,000,000 preferred shares remain unissued. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will ~~ever~~result ~~develop;~~in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of Ladybug because the shares may be issued to parties or entities committed to supporting existing management.

~~2. the prices at which our common stock will trade; or~~18

311. the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

~~In addition,~~The ininterests ~~the event a market develops, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either~~ of ~~these~~shareholders factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be ~~influenced~~hurt bybecause ~~many~~we ~~factors,~~can ~~including the~~issue ~~depth and liquidity of the market for~~ shares of our common stock~~, developments~~ ~~affecting our business, including the impact of the factors referred~~ to ~~elsewhere~~individuals inor ~~these~~entities ~~Risk~~that ~~Factors,~~support ~~investor~~existing ~~perception~~management ofwith ~~us and general~~such ~~economic~~issuances ~~and~~serving ~~market~~to ~~conditions.~~enhance Noexisting ~~assurances~~management’s ~~can~~ability beto ~~given~~maintain ~~that~~control ~~an orderly or liquid market will ever develop for the shares~~ of our ~~common stock~~Company.

~~-27-~~Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.

~~Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities~~12. ~~Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.~~

~~Any market~~Our ~~that~~articles ~~develops~~of inincorporation ~~shares~~provide for indemnification of officers and directors at our ~~common~~expense ~~stock~~and ~~will~~limit betheir ~~subject~~liability tothat ~~the~~may ~~penny stock~~result ~~regulations~~in ~~and~~a ~~restrictions~~major ~~pertaining~~cost to ~~low~~us ~~priced~~and ~~stocks~~hurt ~~that~~the ~~will create~~interests aof ~~lack~~our ofshareholders ~~liquidity~~because ~~and~~corporate ~~make~~resources ~~trading~~may ~~difficult~~be expended for the benefit of officers and/or ~~impossible~~ directors.

~~The trading~~Our Articles of ~~our~~Incorporation ~~securities,~~at ifArticle ~~any,~~VII ~~will~~provide ~~likely~~for indemnification as follows: No director or officer of the Corporation shall be onpersonally liable to the ~~OTCBB~~Corporation asor ~~maintained~~any ~~by FINRA.~~of Asits stockholders for damages for breach of fiduciary duty as a ~~result~~director or officer; provided, anhowever, ~~investor~~that ~~may~~the ~~find~~foregoing itprovision ~~difficult~~shall tonot ~~dispose~~eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or ~~to obtain~~knowing ~~accurate~~violation ~~quotations~~of aslaw; toor (ii) the ~~price~~payment of ~~our~~dividends ~~securities~~in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

~~Rule 3a51-1~~We have been advised that, in the opinion of the ~~Securities~~SEC, ~~Exchange~~indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of ~~1934~~1933 ~~establishes~~and is, therefore, unenforceable. In the ~~definition~~event ofthat a ~~"penny~~ ~~stock,"~~claim for ~~purposes~~indemnification ~~relevant~~for toliabilities usarising under federal securities laws, asother ~~any~~than ~~equity~~the ~~security~~payment ~~that~~by ~~has~~us of expenses incurred or paid by a ~~minimum~~ ~~bid~~director, ~~price~~officer or controlling person in the successful defense of ~~less~~any ~~than~~action, ~~$4.00~~suit ~~per~~or ~~share~~proceeding, is asserted by a director, officer or controlling person in connection with anour ~~exercise~~activities, ~~price~~we ofwill ~~less than~~(unless ~~$4.00~~in ~~per~~the ~~share~~opinion of our counsel, ~~subject~~the matter has been settled by controlling precedent) submit to a ~~limited~~court ~~number~~ of ~~exceptions~~appropriate ~~which~~jurisdiction, ~~are~~the ~~not available~~question towhether ~~us.~~indemnification Itby us is ~~likely~~against ~~that~~public ~~our~~policy ~~shares~~as ~~will~~expressed bein ~~considered~~the toSecurities Act and will be ~~penny stocks~~governed ~~for~~by the ~~immediately~~final ~~foreseeable~~adjudication ~~future~~of such issue. ~~This~~The ~~classification~~legal ~~severely~~process relating to this matter if it were to occur is likely to be very costly and ~~adversely~~ ~~affects~~may ~~any~~result in us receiving negative publicity, either of which factors is likely to materially reduce the market ~~liquidity~~and price for our ~~common~~shares, ~~stock~~if such a market ever develops.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased13. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~The broker~~Any ormarket ~~dealer~~that ~~must~~develops ~~also~~in ~~deliver,~~shares ~~prior~~of toour ~~any~~common ~~transaction~~stock inwill abe subject to the penny stock, ~~a disclosure~~regulations ~~schedule~~and ~~prepared~~restrictions bypertaining ~~the~~to ~~SEC~~low ~~relating~~priced tostocks ~~the~~that ~~penny~~will ~~stock~~create ~~market, which,~~a inlack ~~highlight~~of ~~form,~~liquidity ~~sets~~and ~~forth:~~make trading difficult or impossible.

·The trading of our securities will be in the ~~basis~~over-the-counter onmarket which is commonly referred to as the ~~broker~~OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or ~~dealer~~to ~~made~~obtain accurate quotations as to the ~~suitability~~price ~~determination,~~of ~~and~~our securities.

·Rule ~~that~~3a51-1 of the ~~broker~~Securities orExchange ~~dealer~~Act ~~received~~of 1934 establishes the definition of a ~~signed~~"penny stock," ~~written~~for ~~agreement~~purposes ~~from~~relevant ~~the~~to ~~investor~~us, ~~prior~~as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the ~~transaction~~immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

~~Disclosure also~~For ~~has~~any totransaction beinvolving ~~made~~a ~~about~~penny ~~the~~stock, ~~risks~~unless ofexempt, ~~investing~~the in penny stock inrules ~~both~~require ~~public offerings~~that ~~and~~a inbroker ~~secondary~~or ~~trading~~dealer ~~and~~approve ~~commissions~~a ~~payable~~person's toaccount ~~both~~for transactions in penny stocks and the broker- or dealer ~~and~~receive from the ~~registered~~investor ~~representative,~~a ~~current~~written ~~quotations~~agreement ~~for~~to the ~~securities~~ ~~and~~transaction setting forth the ~~rights~~identity and ~~remedies~~quantity ~~available~~of the penny stock to anbe ~~investor~~purchased. inIn ~~cases~~order ~~of fraud~~to inapprove ~~penny~~a ~~stock~~person's account for transactions. ~~Finally,~~in ~~monthly~~penny ~~statements~~stocks, ~~have~~the tobroker beor ~~sent disclosing~~dealer ~~recent~~must ~~price~~obtain financial information ~~for~~and investment experience and objectives of the ~~penny~~person ~~stock~~and ~~held~~make ina reasonable determination that the ~~account~~transactions in penny stocks are suitable for that person and ~~information~~ onthat that person has sufficient knowledge and experience in financial matters to be capable of evaluating the ~~limited~~risks ~~market~~of transactions in penny stocks.

~~Because of~~The ~~these regulations,~~ broker~~-dealers~~ ~~may not wish to engage in the above-referenced necessary paperwork and disclosures and/~~or ~~may~~dealer ~~encounter difficulties~~must inalso ~~their attempt to sell shares of our common stock~~deliver, ~~which~~prior ~~may affect the ability of selling shareholders or other holders~~ to ~~sell~~any ~~their~~transaction ~~shares~~ in ~~any~~a ~~secondary market. Our common stock’s~~ penny stock, ~~status~~a ~~may also have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and~~ disclosure ~~requirements~~schedule ~~could~~prepared ~~impede~~by the ~~sale~~SEC ~~of our~~relating ~~securities,~~to ~~if and when our securities become publicly traded. In addition,~~ the ~~liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, if they trade at all, will be subject to such~~ penny stock ~~rules for the foreseeable future~~market, ~~and our shareholders will~~which, in ~~all~~highlight ~~likelihood~~form, ~~find~~sets itforth: ~~difficult to sell their securities.~~

~~The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.~~·

~~Company management~~the ~~believes~~basis ~~that~~on which the ~~market~~broker ~~for~~or ~~penny~~dealer ~~stocks~~made ~~has~~the ~~suffered~~suitability ~~from~~determination, ~~patterns of fraud~~ and ~~abuse. Such patterns include:~~

· ~~Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;~~

~~-28-~~that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

·Disclosure ~~Manipulation~~also ofhas ~~prices~~to ~~through~~be ~~prearranged~~made ~~matching~~about the risks of ~~purchases~~investing in penny stock in both public offerings and ~~sales~~in secondary trading and ~~false~~commissions payable to both the broker-dealer and ~~misleading~~the ~~press~~registered ~~releases;~~representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~· "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;~~19

·Because ~~Excessive~~of ~~and~~these ~~undisclosed~~regulations, ~~bid~~broker-~~ask~~dealers ~~differentials~~may not wish to engage in the above-referenced necessary paperwork and ~~markups~~disclosures byand/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling ~~broker-dealers;~~shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

· Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses14.

~~State securities~~The ~~laws~~market ~~may~~for ~~limit~~penny ~~secondary~~stocks ~~trading,~~has ~~which~~experienced ~~may~~numerous ~~restrict~~frauds ~~the~~and ~~states~~abuses ~~in which~~that ~~and~~could ~~conditions~~adversely ~~under~~impact ~~which~~investors ~~you~~in ~~can~~our ~~sell shares~~stock.

~~Secondary trading~~Company inmanagement ~~our~~believes ~~common~~that ~~stock will not be possible in any state until~~ the ~~common stock~~market ~~is qualified~~ for ~~sale~~penny ~~under~~stocks ~~the~~has ~~applicable~~suffered ~~securities~~from ~~laws~~patterns of ~~the~~fraud ~~state~~and ~~or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state~~abuse. IfSuch wepatterns ~~fail to~~include: register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

~~The ability of our majority shareholder to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.~~·

~~Our largest~~Control ~~shareholder, Patricia Barton, also our Secretary and Director, beneficially owns 66.3%~~ of our outstanding common stock. Because of this level of beneficial stock ownership, she is and will be in a position to continue to elect our Board of Directors, decide all matters requiring stockholder approval and determine our policies. Her interests may differ from the ~~interests~~market offor ~~other shareholders with respect to~~ the ~~issuance~~security of shares, business transactions with or sales to other companies, selection of officers and Directors and other business decisions. The minority shareholders would have no way of overriding decisions made by ~~such~~one ~~principal shareholder. This level of control may also have an adverse impact on the market value of our shares because she may institute~~ or ~~undertake~~a ~~transactions,~~few ~~policies~~broker-dealers ~~or programs~~ that ~~result~~are inoften ~~losses, may~~related ~~not take any steps~~ to ~~increase our visibility in~~ the ~~financial~~promoter ~~community and/~~or ~~may~~issuer; ~~sell sufficient numbers of shares to significantly decrease our price per share.~~

~~Future sales of common stock by our existing shareholders could adversely affect our stock price.~~·

AsManipulation of ~~April~~ 2,prices ~~2010,~~through ~~Ladybug~~prearranged ~~has~~matching ~~11,320,000~~of ~~issued~~purchases and ~~outstanding shares of common stock. Sales of substantial amounts of common stock in the public market, or the perception that such~~ sales ~~will~~and ~~occur,~~false ~~could~~and ~~have~~misleading apress ~~materially~~releases; negative effect on the market price of our common stock if a market ever develops. This problem would be exacerbated if we issue common stock in exchange for services or in connection with fund raising transactions.

~~We do not expect to pay cash dividends in the foreseeable future~~·

We"Boiler ~~have never~~room" ~~paid~~practices ~~cash~~involving ~~dividends~~high onpressure ~~our~~sales ~~common~~tactics stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and ~~other~~unrealistic ~~factors~~price ~~that~~projections ~~our~~by ~~Board~~sales ~~of Directors~~persons; will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

~~-29-~~·

~~Because we~~Excessive ~~are~~and ~~not~~undisclosed ~~subject~~bid-ask todifferentials ~~compliance~~and ~~with~~markups ~~rules~~by ~~requiring~~selling ~~the~~broker-dealers; ~~adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest~~ and ~~similar matters.~~

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.·

~~Because our~~Wholesale ~~Directors~~dumping ~~are~~of ~~not~~the ~~independent~~same ~~directors,~~securities weby dopromoters ~~not~~and ~~currently~~broker-dealers ~~have independent~~after ~~audit~~prices orhave ~~compensation~~been ~~committees.~~manipulated Asto a ~~result,~~desired ~~our Directors have the ability to~~level, ~~among~~along ~~other things, determine their own level of compensation. Until we comply~~ with ~~such corporate governance measures, regardless of whether such compliance is required,~~ the ~~absence~~inevitable ofcollapse ~~such standards~~ of ~~corporate governance~~those ~~may~~prices ~~leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us~~ with ~~funds~~consequent ~~necessary~~investor ~~to expand our operations~~losses.

~~We intend to comply with all corporate governance measures relating to director independence as and when required~~15. However, we may find it very difficult or be unable to attract and retain qualified officers, Directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

~~We are~~Any ~~required~~trading tomarket ~~remain~~that ~~current~~may indevelop ~~our~~may ~~filings~~be ~~with~~restricted ~~the~~by ~~SEC~~virtue ~~and~~of ~~our~~state securities ~~will~~ ~~not~~“Blue beSky” ~~eligible~~laws ~~for~~that ~~quotation~~prohibit iftrading weabsent ~~are~~compliance ~~not~~with ~~current~~individual instate ~~our~~laws. ~~filings~~These ~~with~~restrictions ~~the SEC~~may make it difficult or impossible to sell shares in those states.

AsThere ~~our shares~~is ~~are~~ currently ~~quoted~~no onestablished ~~the~~public ~~OTCBB~~market for our common stock, we ~~are~~and ~~required~~there tocan ~~remain~~be ~~current in~~no ~~our~~assurance ~~filings~~that ~~with~~any ~~the~~established ~~SEC~~public market will develop in ~~order~~the ~~for~~foreseeable ~~shares~~future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to ~~remain eligible~~as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities recently registered have not been registered for ~~quotation~~resale onunder the ~~OTCBB.~~blue Insky laws of any state, the ~~event~~holders ~~that~~of wesuch ~~become~~shares ~~delinquent~~and persons who desire to purchase them in ~~our~~ ~~required~~any ~~quarterly~~trading ~~and~~market ~~annual~~that ~~filings~~might ~~with~~develop in the ~~SEC~~future, ~~quotation~~should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. ~~will~~We currently do not intend to and may not be ~~terminated~~able ~~following~~to aqualify 30securities ~~day~~for ~~grace~~resale ~~period~~in ifat weleast 17 states which do not ~~make~~offer ~~our required~~manual ~~filing~~exemptions ~~during~~(or ~~that~~may ~~time.~~offer Ifmanual ~~our~~exemptions ~~shares~~but ~~are~~may not ~~eligible~~to ~~for~~offer ~~quotation on~~one to us if we are considered to be a shell company at the ~~OTCBB~~time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors inshould ~~our~~consider ~~common~~the ~~stock~~secondary ~~may~~market ~~find~~for itour ~~difficult~~securities to ~~sell~~be ~~their shares~~a limited one.

Additionally, pursuant to OTCBB rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three times during any 24 month period is automatically de-listed from the OTCBB16. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. Furthermore, any issuer delisted from the OTCBB more than one (1) time in any 24 month period for failure to file a periodic report would be ineligible to be re-listed for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. As such, if we are late in our filings three times in any 24 month period and are de-listed from the OTCBB, or if our securities are de-listed from the OTCBB two times in any 24 month period for failure to file a periodic report, our securities may become worthless and we may be forced to curtail or abandon our business plan.

~~You may~~Our ~~have~~board ~~limited~~of ~~access~~directors has the authority, without stockholder approval, to ~~information~~issue ~~regarding~~preferred ~~our~~stock ~~business~~with ~~because~~terms ~~our obligations~~that may not be beneficial to ~~file~~common ~~periodic~~stockholders ~~reports~~and with the ~~SEC~~ability ~~could~~to beaffect ~~automatically suspended~~adversely ~~under~~stockholder ~~certain~~voting ~~circumstances~~power and perpetuate their control over us.

AsOur ofarticles ~~the effectiveness date~~ of ~~our~~incorporation ~~Registration~~allow ~~Statement,~~us ~~September 19, 2008, we were required~~ to ~~file~~issue ~~periodic~~shares ~~reports~~of ~~with~~preferred ~~the~~stock ~~SEC~~without ~~which~~any ~~are~~vote ~~immediately~~or ~~available to~~further ~~the~~action ~~public~~by ~~for~~our ~~inspection and copying~~stockholders. ~~Except~~Our ~~during~~board ~~the~~of ~~year~~directors ~~following~~has the ~~date~~ onauthority ~~which~~to ~~our~~fix ~~Registration~~and ~~Statement~~determine ~~became~~the ~~effective,~~relative ~~these~~rights ~~reporting obligations~~and ~~may~~preferences ~~(in our discretion) be automatically suspended under Section 15(d)~~ of ~~the~~preferred ~~Securities~~stock. ~~Exchange~~Our ~~Act~~board of ~~1934~~directors ifalso wehas ~~have~~the ~~less~~authority ~~than~~to ~~300 shareholders.~~issue Ifpreferred ~~this~~stock ~~condition~~without isfurther ~~present~~stockholder ~~(as it was at March 31~~approval, ~~2010),~~including ~~we will~~large noblocks ~~longer~~of bepreferred ~~obligated~~stock. toAs ~~file~~a ~~periodic~~result, ~~reports with the SEC and your access to~~ our ~~business~~board ~~information~~of ~~would~~directors ~~then~~could beauthorize ~~even~~the ~~more~~issuance ~~restricted.~~of ~~Although we~~a ~~are~~series ~~currently~~of ~~required~~preferred tostock ~~deliver~~that ~~periodic~~would ~~reports~~grant to ~~security~~ holders, ~~we will~~the ~~not~~preferred beright ~~required~~ to ~~furnish~~our ~~proxy~~assets ~~statements~~upon ~~to security holders and our Directors~~liquidation, ~~officers~~the ~~and~~right ~~principal~~to ~~beneficial~~receive ~~owners~~dividend ~~will~~payments ~~not~~before bedividends ~~required~~are distributed to ~~report~~ ~~their~~the ~~beneficial~~holders ~~ownership~~ of ~~securities~~common tostock and the ~~SEC~~right ~~pursuant~~ to ~~Section 16 of~~ the ~~Securities~~redemption ~~Exchange Act~~ of ~~1934,~~the ~~as amended~~shares, ~~until~~together wewith ~~have~~a ~~both~~premium, ~~500~~prior ~~or more security holders and greater than $10 million in assets. This means that your access~~ to ~~information~~the ~~regarding~~redemption of our ~~business~~common ~~will be limited~~stock.

~~For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk~~17.

~~-30-~~We do not expect to pay cash dividends in the foreseeable future.

~~ITEM 2~~We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~20

~~None~~18.

~~ITEM 3~~Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

~~DEFAULTS UPON~~The ~~SENIOR~~Sarbanes-Oxley ~~SECURITIES~~Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

~~None~~Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

~~ITEM 4~~We intend to comply with all corporate governance measures relating to director independence when and as required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~19.

~~None~~You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

~~ITEM 5~~We are required to file periodic reports with the SEC which will be immediately available to the public for inspection. Except during the year following when our registration statement became effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Securities Exchange Act of 1934 if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement became effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. We will also not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Securities Exchange Act of 1934 until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

~~OTHER INFORMATION~~For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

~~None~~Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

~~ITEM 6~~None

~~EXHIBITS~~Item 3. Defaults upon Senior Securities.

~~(a) Exhibits~~None.

Exhibit Number	Description
31*	Section 302 Certification Of Chief Executive And Chief Financial Officer
32*	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive And Chief Financial Officer

Item 4. Removed and Reserved.

*Item ~~Filed herewith~~5. Other Information.

~~-31-~~None

~~Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~21

	Ladybug Resource Group, Inc.
	(Registrant)
	/s/ Mitchell Trace
	Mitchell Trace
Title:	President (Principal Executive Officer) and
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
Date:	April 5, 2010

Item 6. Exhibits

~~-32-~~(a) Exhibits

Exhibit No.

Description

31.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 15, 2010

Ladybug Resource Group, Inc.

(Registrant)

/s/ Thomas F. Krucker

By: Thomas F. Krucker

Title: CEO/CFO

Filing Compare · LADYBUG RESOURCE GROUP, INC.