UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2012~~2013

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

For the transition period from __________ to __________

Commission File No. 000-54454

Trophy Hunting Unlimited, Inc.

(Name of registrant in its charter)


Nevada	20-5250993
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

7500 Saddle Mountain Rd.

Bozeman, MT 59715

(Address of principal executive offices)

Issuer’s telephone number: 406-587-5933

Securities Registered pursuant to Section 12(b) of the Act: None.

Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001 par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X . No .

~~Yes~~ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. NoYes X . No .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes . No X .

Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 X . No .

Yes X . No .

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

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


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

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

~~Yes~~State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. XOur common stock is not traded on any market or listed on any exchange. There No was not an active market and no trading volume during fiscal 2013 and there has been no trading volume in 2013, therefore the aggregate market value of the issuer’s common stock held by non-affiliates at March 28, 2014 is deemed to be $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Our common stock is not traded on any market or listed on any exchange. There was not an active market and no trading volume during fiscal 2012 and there has been no trading volume in 2012, therefore the aggregate market value of the issuer’s common stock held by non-affiliates at March 19, 2013 is deemed to be $-0-.

Note. – If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No .

Yes . No .

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Class	Outstanding as of March 1928, ~~2013~~2014
Common Stock, $.001 par value	51,991,000

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

PART I

ITEM 1. BUSINESS.

Business Development

Trophy Hunting Unlimited, Inc. (“the Company”) was originally incorporated in the State of Nevada on June 26, 2006 for the purpose of engaging in the business of providing guided deer and bird hunts in Texas. The Company encountered a lack of a market willing to purchase the product and determined to seek a different business opportunity. We have no full-time employees and own no real estate or personal property. Currently the Company is seeking other business opportunities. The Company is considered a development stage company. The Company is seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity. The Company has not yet identified any potential merger or acquisition candidates.

Since ceasing its operations, the Company has focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.

The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity. We are not restricting our search to any particular industry or geographical area. We may therefore engage in essentially any business in any industry. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.

Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.

Sources of Opportunities

We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.

We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.

Criteria

We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.

In analyzing prospective business opportunities, management will consider the following factors:

available technical, financial and managerial resources;

working capital and other financial requirements;

the history of operations, if any;

prospects for the future;

the nature of present and expected competition;

the quality and experience of management services which may be available and the depth of the management;

the potential for further research, development or exploration;

the potential for growth and expansion;

the potential for profit;

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.

Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.

Methods of Participation of Acquisition

Management will review specific businesses and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.

Procedures

As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.

We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:

descriptions of product, service and company history; management resumes;

financial information;

available projections with related assumptions upon which they are based;

an explanation of proprietary products and services;

evidence of existing patents, trademarks or service marks or rights thereto;

present and proposed forms of compensation to management;

a description of transactions between the prospective entity and its affiliates;

relevant analysis of risks and competitive conditions;

a financial plan of operation and estimated capital requirements;

and other information deemed relevant.

Competition

We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.

Employees

We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business. We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf. ~~Additionally, we accrued deferred compensation in the amount of $3,000 per year. This is expected to be paid to the director upon the Company completing a merger and becoming profitable.~~

Principal Products or Services and Their Markets

None; not applicable

Competition, Competitive Position in the Industry and Methods of Competition

None; not applicable

Dependence on One or a Few Major Customers

None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

None; not applicable

Need For Any Government Approval of Principal Products or Services

None; not applicable

Effect of Existing or Probable Governmental Regulations on Business

None; not applicable

Time Spent During the Last Two Fiscal Years on Research and Development Activities

None; not applicable

Costs and Effects of Compliance with Environmental Laws (federal, state and local)

None; not applicable

Number of Total Employees and Number of Full-Time Employees

None

ITEM 1A. RISK FACTORS.

The Company’s business is subject to numerous risk factors, including the following.

The Company has had very limited operating history and no revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company can identify such a target company and consummate such a business combination.

Our proposed business plan is speculative in nature. The success of the Company’s proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company’s operations will be dependent upon management of the target company and numerous other factors beyond the Company’s control.

The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates.

The Company has no current arrangement, agreement or understanding with respect to engaging in a merger with or acquisition of a specific business entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by the Company. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.

Our management has limited time to devote to our business. While seeking a business combination, management anticipates devoting only a limited amount of time per month to the business of the Company. The Company’s sole officer has not entered into a written employment agreement with the Company and heshe is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations.

The Company’s officer and director participates in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future. Management has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest.

Reporting requirements may delay or preclude an acquisition. Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide certain information about significant acquisitions including certified financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. Even in the event demand exists for a merger or acquisition of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

The Company’s proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business entity. Consequently, the Company’s activities will be limited to those engaged in by the business entity which the Company merges with or acquires. The Company’s inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.

Potential for being classified an Investment Company. Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject the Company to material adverse consequences.

A business combination involving the issuance of the Company’s common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require shareholders of the Company to sell or transfer all or a portion of the Company’s common stock held by them. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of ~~his~~her participation in the future affairs of the Company. Currently, there are no pending acquisitions, business combinations or mergers.

The Company’s primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in the Company issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by the present shareholders of the Company and would most likely result in a change in control or management of the Company.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

Management of the Company will request that any potential business opportunity provide audited financial statements. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company rather than incur the expenses associated with preparing audited financial statements. In such case, the Company may choose to obtain certain assurances as to the target company’s assets, liabilities, revenues and expenses prior to consummating a business combination, with further assurances that audited financial statements would be provided after closing of such a transaction. Closing documents relative thereto may include representations that the audited financial statements will not materially differ from the representations included in such closing documents.

Our stock is subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock. Our stock is subject to Penny Stock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:

is not listed on a national securities exchange or ~~NASDAQ~~Nasdaq;

is listed in “pink sheets” or on the NASD OTC Bulletin Board;

has a price per share of less than $5.00; and

is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:

determination of the purchaser’s investment suitability;

delivery of certain information and disclosures to the purchaser; and

receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.

Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis. When our common stock becomes subject to the penny stock trading rules,

such rules may materially limit or restrict the ability to resell our common stock, and

the liquidity typically associated with other publicly traded equity securities may not exist.

It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock. There is no assurance a market will be made in our stock. If no market exists, you will not be able to sell your shares publicly, making your investment of little or no value.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We do not currently own any property. We utilize office space in the residence of our President at no cost. We will not seek independent office space until we pursue a viable business opportunity and recognize income.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

Market Information

There was not an active market and no trading volume during fiscal ~~2012~~2013 and there has been no active market or trading volume in ~~2012~~2013.

Holders

As of March 1928, ~~2013~~2014, there were approximately 36 shareholders of record holding 51,991,000 shares of common stock. This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

We have not paid, nor declared, any cash dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by Nevada law. Under Nevada law, cash dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales or Purchases of Unregistered Securities

~~In December 2010 the Company issued 40,000,000 shares of common stock for cash of $40,000 at $0~~None.001 per share. The shares were sold to accredited investors, not involving any public offering without registration and pursuant to an exemption under Regulation D, Rule 506 and Section 4(2) of the Securities Act of 1933, as amended. No brokers or commissions were paid on the transaction.

ITEM 6. SELECTED FINANCIAL DATA.

Since we are a “smaller reporting company,” as defined by SEC regulation, we are not required to provide the information required by this Item.

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

FORWARD-LOOKING STATEMENTS

The statements made below with respect to our outlook for fiscal ~~2012~~2013 and beyond represent “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, whether we will be able to generate sufficient cash flow from our operations or other sources to fund our working capital needs, maintain existing relationships with our lender, successfully introduce and attain market acceptance of any new products, and attract and retain qualified personnel both in our existing markets and in new territories in an extremely competitive environment~~, and potential obsolescence of our technologies~~.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

Plan of Operation

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this annual report. The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

The Company’s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.

Liquidity and Capital Resources

The Company’s balance sheet as of December 31, ~~2012~~2013, reflects total assets of $~~526~~1,593 in cash. As of December 31, ~~2012~~2013, our liabilities were $4572,~~692~~538 which included $98,~~737~~818 in accounts payable, $2749,~~802~~852 in a note payable to a related party, $69,125 for deferred compensation and $24,~~028~~743 in accrued interest payable to a related party. We anticipate our expenses for the next twelve months will be approximately $1520,000. In the past we have relied on advances from our president to cover our operating costs.

OnWe ~~February~~anticipate 4our expenses to be limited to accounting, ~~2013~~auditing, legal and filing fees associated with continuing our reporting status with the ~~Company~~Securities ~~received~~and aExchange ~~loan~~Commission ~~from~~along awith miscellaneous expenses related ~~party~~to inour corporate existence. We estimate our ongoing expenses to be $20,000 per year. We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments. As of the ~~amount~~date of this report we only have $5539 in cash and we will need additional funds to cover our expenses for the next twelve months. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months. However,~~000~~ there can be no assurances to that effect. ~~The~~Our ~~loan~~need ~~accrues~~for capital may change dramatically if we acquire an interest atin a ~~rate~~business ofopportunity 8%during ~~and~~that isperiod. At ~~due~~present, ~~when~~we ~~called~~have byno understandings, commitments or agreements with respect to the ~~holder~~acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the ~~note~~future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.

We anticipate our expenses to be limited to accounting, auditing, legal and filing fees associated with continuing our reporting status with the Securities and Exchange Commission along with miscellaneous expenses related to our corporate existence. We estimate our ongoing expenses to be $15,000 per year. We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments. As of the date of this report we only have $526 in cash and we will need additional funds to cover our expenses for the next twelve months. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.

The Company has no other assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.

Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.

Results of Operations

Years Ended December 31, ~~2012~~2013 and ~~2011~~2012

We have $~~526~~1,593 cash on hand ~~as of December 31, 2012~~ and have experienced losses since inception. We did not generate any revenues from operations during the years ended December 31, ~~2012~~2013 and ~~2011~~2012. Expenses during the year ended December 31, ~~2012~~2013 were $2225,~~544~~779 for a net loss of $2225,~~544~~779 compared to expenses of $3122,~~660~~544 for a net loss of $3122,~~660~~544 for the year ended December 31, ~~2011~~2012. Expenses for both years consisted entirely of general and administrative expenses and interest expense. These ~~general and administrative~~ expenses were due to professional, legal and accounting fees relating to our reporting requirements.

For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

Off-Balance Sheet Arrangements

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

Need For Additional Financing

Based upon current management’s willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Since we have no assets and do not have any investments in eligible portfolio companies there is no quantitative information, as of the end of December 31, ~~2012~~2013, about market risk that has any impact on our present business. Once we begin making investments in eligible portfolio companies there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time .

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The required financial statements are included following the signature page of this Form 10-K.

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

The Company has had no disagreements with its certified ~~and independent~~ public accountants with respect to accounting practices or procedures or financial disclosure.

ITEM 9A(T). CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2012, our internal control over financial reporting was effective.10

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2013, our internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter ~~2012~~2013 has been disclosed.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Identification of Directors and Executive Officers

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.

Name	~~Age~~	~~Position~~Age	~~Director or Officer Since~~	Position		Director or Officer Since
Debra Arkell	56	~~Sole Officer and Director~~57	~~December 2010~~	Sole Officer and Director		December 2010

All officers hold their positions at the will of the Board of Directors. All directors hold their positions for one year or until their successors are elected and qualified.

Set forth below is certain biographical information regarding the Company’s executive officer and director:

On December 13, 2010, the Company appointed Ms. Debra Arkell to serve on the board of directors and to fill the positions of President, Secretary, Treasurer and sole Director of the Company. From September 1999 to September 2012,, Ms. Arkell has been the Director of Public Services for the City of Bozeman, MT. In this position, Ms. Arkell was the director of six departments and hundreds of employees. Her responsibilities included budgeting for the six departments, supervision of the employees and public relations. Ms. Arkell retired from this position in September 2012. She is a graduate from the North Dakota State School of Science.

The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.

Term of Office

The term of office of the current directors shall continue until new directors are elected or appointed.

Involvement in Certain Legal Proceedings

During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:

(1) ~~Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;~~

~~(2)~~ Was ~~convicted~~a ingeneral apartner ~~criminal~~or ~~proceeding~~executive officer of any business by or ~~named~~against ~~the~~which ~~subject~~any ofbankruptcy petition awas ~~pending~~filed, ~~criminal~~whether ~~proceeding~~at ~~(excluding~~the ~~traffic~~time ~~violations~~of ~~and~~such ~~other~~filing ~~minor~~or ~~offenses)~~two years prior thereto;

(32) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

~~(4)~~ Was ~~the~~convicted ~~subject~~in ofa ~~any~~criminal ~~order,~~proceeding ~~judgment~~ or ~~decree,~~named ~~not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days~~ the ~~right~~subject of ~~such~~a ~~person~~pending tocriminal ~~engage~~proceeding in(excluding ~~any~~traffic ~~activity~~violations ~~described~~and ~~above~~other ~~under~~minor ~~this Item, or to be associated with persons engaged in any such activity~~offenses);

(53) Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and

(4)

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

(5)

Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Financial Expert

Code of Ethics

The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller. The Company will provide, at no cost, a copy of the Code of Ethics to any shareholder of the Company upon receiving a written request sent to the Company’s address shown on Page 1 of this report.

ITEM 11. EXECUTIVE COMPENSATION

No current or prior officer or director has received any remuneration or compensation from the Company in the past three years, nor has any member of the Company’s management been granted any option or stock appreciation right. However, the Company does accrue deferred compensation for the director in the amount of $3,000 per year. This is expected to be paid to the director upon the Company completing a merger and becoming profitable. Accordingly, no tables relating to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has any officer received a cash salary since our founding.

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary (deferred) ($)	Bonus ($)	Stock Awards ($) (4)	Option Awards ($) (4)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Debra Arkell, President, Treasurer and Secretary	2012 2011 2010	3,000 3,000 125	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Ben Peay, President, Treasurer and Secretary (resigned 12-10-10)	2010	2,875	-0-	-0-	-0-	-0-	-0-	-0-	-0-


SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (4)	Option Awards ($) (4)	Non- Equity Incentive Plan Compen- sation ($)	Nonquali- fied Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)

Debra Arkell, President, Treasurer and Secretary	2013 2012 2011	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-

Compensation of Directors

There are no agreements to compensate any of the directors for their services.

Our officers and directors are reimbursed for expenses incurred on our behalf. Our officers and directors will not receive any finder’s fee as a result of their efforts to implement the business plan outlined herein. However, our officers and directors anticipate receiving benefits as beneficial shareholders of our common stock.

We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our employees.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

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

The following table sets forth as of March 1928, ~~2013~~2014, the number and percentage of the 51,991,000 shares of outstanding common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Title of	Name and Address of	Amount and Nature of	Percentage of
Title ofClass	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Class	Beneficial Owner	Beneficial Ownership	Class
Common	Debra H. Arkell	5,000,000	9.6%
Common	Debra H. Arke ll7500 Saddle Mountain Rd. Bozeman, MT 59715	5,000,000	9.6%
	7500 Saddle Mountain Rd.
Common	Jackson Robert Fitzgerald 4 South Hillside Drive Elk Ridge, UT 84651	35,000,000	67.3%
	Bozeman, MT 59715
	Total Officers and Directors As a Group (1 Person)	5,000,000	9.6%
Common	Jackson Robert Fitzgerald	35,000,000	67.3%
	4 South Hillside Drive
	Elk Ridge, UT 84651
Total Officers and Directors As a Group (1 Person)		5,000,000	9.6%

(1) ~~Officer and/or director~~

Officer and/or director

There are no contracts or other arrangements that could result in a change of control of the Company.

Transactions with Management and Others

We utilize office space at the residence of our President to conduct our activities at no charge.

As of December 31, ~~2012~~2013 and ~~2011~~2012, the Company has notes payable to shareholders/directors totaling $2749,~~802~~852 and $827,~~752~~802, respectively. The notes have an interest rate of 8.0% and are due when called by the shareholders/directors. Accrued interest related to these notes is $14,~~865~~180 and $~~447~~1,865 as of December 31, ~~2012~~2013 and December 31, ~~2011~~2012, respectively.

Included in the payroll expense are amounts for services rendered by the President, estimated at $3,000 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012. Deferred compensation in aged in excess of one year accrues interest at a rate of 8.0% per year. Interest expense related to deferred compensation is $~~160~~400 and $3160 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. Accrued interest related to deferred compensation is $~~163~~563 and $3163 as of December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Certain Business Relationships

Our policy is that a contract or transaction between the Company and another entity in which our director, has a financial interest is not necessarily void or voidable if the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the contract or transaction, or if it is fair and reasonable to our Company.

We utilize office space provided by our President at no cost to the Company.

Indebtedness of Management

None; not applicable.

Conflicts of Interest

None of our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities. In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Each officer and director is, so long as heshe is an officer or director, subject to the restriction that all opportunities contemplated by our plan of operation that come to ~~his~~her attention, either in the performance of ~~his~~her duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that heshe is affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies to which the officer or director is affiliated each desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity. However, the officer or director may still take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy in connection with these types of transactions.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of Trophy Hunting Unlimited, Inc. annual financial statements and review of financial statements included in Trophy Hunting’s 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $89,~~509~~882 for fiscal year ended ~~2012~~2013 and $128,~~800~~909 for fiscal year ended ~~2011~~2012.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Trophy Hunting Unlimited, Inc. financial statements that are not reported above were $0 for fiscal year ended ~~2012~~2013 and $0 for fiscal year ended ~~2011~~2012.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for fiscal year ended ~~2012~~2013 and $0 for fiscal year ended ~~2011~~2012.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal year ended ~~2012~~2013 and $0 for fiscal year ended ~~2011~~2012.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

Exhibit #	~~Description~~	~~Location~~Description	Location
Exhibit 3(i)	~~Articles of Incorporation~~	*Articles of Incorporation
Exhibit 3(ii)	~~Bylaws~~	*Bylaws
Exhibit 31	~~Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~	~~Attached~~Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
Exhibit 32	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**	~~Attached~~Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**	Attached
101.INS	~~XBRL Instance Document~~	~~Attached~~	Attached
101.SCH	~~XBRL Taxonomy Extension Schema Document~~	~~Attached~~	Attached
101.CAL	~~XBRL Taxonomy Calculation Linkbase Document~~	~~Attached~~	Attached
101.DEF	~~XBRL Taxonomy Extension Definition Linkbase Document~~	~~Attached~~	Attached
101.LAB	~~XBRL Taxonomy Label Linkbase Document~~	~~Attached~~	Attached
101.PRE	~~XBRL Taxonomy Presentation Linkbase Document~~	~~Attached~~XBRL Instance Document	Attached
		XBRL Taxonomy Extension Schema Document
		XBRL Taxonomy Calculation Linkbase Document
		XBRL Taxonomy Extension Definition Linkbase Document
		XBRL Taxonomy Label Linkbase Document
		XBRL Taxonomy Presentation Linkbase Document

* Incorporated by reference. Filed as exhibit to 10SB12G Amendment 1 filed August 24, 2011

** The Exhibit attached to this Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(b) Reports on Form 8-K

None.

SIGNATURES

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

TROPHY HUNTERS UNLIMITED, INC.


		TROPHY HUNTERS UNLIMITED, INC.

Date: March 28, 2014		/s/ Debra Arkell
		Debra Arkell
		Chief Executive Officer and
		Chief Financial Officer

Date: March 28, 2013

/s/ Debra Arkell

Debra Arkell

Chief Executive Officer and

Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 28, 2013


Date: March 28, 2014		/s/ Debra Arkell
		Debra Arkell
		Director

~~/s/ Debra Arkell~~ 16

Debra Arkell

Director

TROPHY HUNTING UNLIMITED, INC.

(A Development Stage Company)

Financial Statements and ~~Independent~~Auditor’s ~~Auditors'~~ Report

December 31, ~~2012~~2013 and ~~2011~~2012

F-1

TROPHY HUNTING UNLIMITED, INC.

(A DEVELOPMENT STAGE COMPANY)

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-3
Balance Sheets	F-4
Statements of Operations	F-5
Statement of Stockholders' Equity	F-6
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

Index


		Page
Report of Independent Registered Public Accounting Firm		F-3
Balance Sheets		F-4
Statements of Operations		F-5
Statement of Stockholders' Equity (Deficit)		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8

F-2

[f10k123113_10k001.jpg]

REPORT OF INDEPENDENT REGISTERED ~~PUBIC~~PUBLIC ACCOUNTING FIRM

ToThe ~~the~~ Board of Directors and Shareholders

Trophy Hunting Unlimited, Inc.

We have audited the accompanying balance sheets of Trophy Hunting Unlimited, Inc. [a development stage company] (the Company) as of December 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, stockholders’ ~~equity (~~deficit), and cash flows for each of the years ~~in the years~~ ended December 31, ~~2012~~2013 and ~~2011~~2012, and the period from inception on June 26, 2006 through December 31, ~~2012~~2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trophy Hunting Unlimited, Inc. [a development stage company] as of December 31, ~~2012~~2013 and ~~2011~~2012, and the results of their operations and their cash flows for the years then ended and for the period from inception on June 26, 2006 through December 31, ~~2012~~2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has incurred losses since its inception, has negative working capital, and has not established profitable operations. These issues raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 7. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/ Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, Utah

March 28, ~~2013~~2014

[f10k123113_10k002.jpg]

F-3

TROPHY HUNTING UNLIMITED, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 2012 and 2011
December 31, 2013 and 2012
					December 31, 2012		December 31, 2011
					December 31, 2013		December 31, 2012
ASSETS
	Current Assets
		Cash		$	~~526~~1,593	$	~~465~~526
			Total Current Assets		~~526~~1,593		~~465~~526
	Total Assets			$	~~526~~1,593	$	~~465~~526
LIABILITIES AND STOCKHOLDERS' DEFICIT
	Current Liabilities
		Accounts Payable		$	98,~~737~~818	$	109,~~760~~737
		Notes Payable - Related Party			2749,~~802~~852		827,~~752~~802
		Deferred Compensation			69,125		36,125
		Accrued Interest Payable - Related Party			24,~~028~~743		~~450~~2,028
			Total Current Liabilities		4572,~~692~~538		2345,~~087~~692
	Total Liabilities				4572,~~692~~538		2345,~~087~~692
	Stockholders' Deficit
		Preferred Stock, $0.001 par value, 10,000,000 shares authorized. No shares issued or outstanding
		Preferred Stock, $0.001 par value,
					-		-
			10,000,000 shares authorized.
		Common Stock, $0.001 par value, 200,000,000 shares authorized. 51,991,000 shares issued and outstanding
			No shares issued or outstanding		-		-
					51,991		51,991
		Common Stock, $0.001 par value,
			200,000,000 shares authorized.
			51,991,000 shares issued and outstanding		51,991		51,991
		Paid in Capital			101,544		101,544
		Deficit Accumulated During Development Stage			(~~198~~224,~~701~~480)		(~~176~~198,~~157~~701)
	Total Stockholders' Deficit				(4570,~~166~~945)		(2245,~~622~~166)
	Total Liabilities and Stockholders' Deficit			$	~~526~~1,593	$	~~465~~526
See accompanying notes to financial statements

F-4

TROPHY HUNTING UNLIMITED, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2012 and 2011
For the Years Ended December 31, 2013 and 2012
and from inception (June 26, 2006) through December 31, 2012
and from inception (June 26, 2006) through December 31, 2013
			December 31, 2012		December 31, 2011		From Inception Through December 31, 2012
			December 31, 2013		December 31, 2012		From Inception Through December 31, 2013
Sales		$	-	$	-	$	84,400
Cost of Goods Sold			-		-		11,500
	Gross Profit		-		-		72,900
General and Administrative Costs			3,~~030~~000		3,030		~~183~~186,343
Professional Fees			1719,~~770~~208		2717,~~286~~770		7493,~~552~~760
Loss from operations			(2022,~~800~~208)		(3020,~~316~~800)		(~~184~~207,~~995~~203)
Interest expense			13,~~744~~571		1,~~344~~744		1317,~~706~~277
Loss from Continuing Operations Before Income Taxes			(2225,~~544~~779)		(3122,~~660~~544)		(~~198~~224,~~701~~480)
Income Tax - Current			-		-		-
Net Loss		$	(2225,~~544~~779)	$	(3122,~~660~~544)	$	(~~198~~224,~~701~~480)
Net Loss per Common Share - Basic and Diluted		$	(0.00)	$	(0.00)
Weighted Average Shares Outstanding - Basic and Diluted			51,991,000		51,991,000
See accompanying notes to financial statements

F-5

TROPHY HUNTING UNLIMITED, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
		Common Stock				Additional Paid in		Deficit Accumulated During the Development
For the Years Ended December 31, 2013 and 2012
		Shares		Amount		Capital		Stage		Total
and from inception (June 26, 2006) through December 31, 2013
Inception, June 26, 2006		-	$	-	$	-	$	-	$	-
						December 31, 2013		December 31, 2012		From Inception Through December 31, 2013
Issuance of Common Stock		11,800,000		11,800		39,200		-		51,000
Cash Flows from Operating Activities:
~~Net Loss~~	Net Loss	-		-	$	-(25,779)	$	(6522,~~302~~544)	$	(65224,~~302~~480)
Balance at December 31, 2006		11,800,000		11,800		39,200		(65,302)		(14,302)
	Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Issuance of Common Stock		191,000		191		47,559		-		47,750
		Depreciation Expense				-		-		19,322
Net Loss		-		-		-		(30,125)		(30,125)
		Loss on Sale of Fixed Assets				-		-		3,693
Balance at December 31, 2007		11,991,000	$	11,991	$	86,759	$	(95,427)	$	3,323
		Contributed Services				-		-		14,785
Net Loss		-		-		-		(10,085)		(10,085)
	Increase (Decrease) in:
Balance at December 31, 2008		11,991,000		11,991		86,759		(105,512)		(6,762)
		Accounts Payable				(919)		(1,023)		8,818
Net Loss		-		-		-		(10,956)		(10,956)
		Accrued Interest Payable				2,715		1,578		4,743
Balance at December 31, 2009		11,991,000		11,991		86,759		(116,468)		(17,718)
		Deferred Compensation				3,000		3,000		9,125
Sale of Stock		40,000,000		40,000		-		-		40,000
	Net Cash Used by Operating Activities					(20,983)		(18,989)		(163,994)
Services Contributed by President		-		-		14,785		-		14,785
Cash Flows from Investing Activities:
Net Loss		-		-		-		(28,029)		(28,029)
	Purchase of Fixed Assets					-		-		(28,015)
Balance at December 31, 2010		51,991,000		51,991		101,544		(144,497)		9,038
	Proceeds on the Sale of Fixed Assets					-		-		5,000
Net Loss		-		-		-		(31,660)		(31,660)
	Net Cash Used by Investing Activities					-		-		(23,015)
Balance at December 31, 2011		51,991,000	$	51,991	$	101,544	$	(176,157)	$	(22,622)
Cash Flows from Financing Activities:
Net Loss		-		-		-		(22,544)		(22,544)
	Proceeds from Sale of Common Stock					-		-		138,750
Balance at December 31, 2012		51,991,000	$	51,991	$	101,544	$	(198,701)	$	(45,166)
	Proceeds from Notes Payable - Related Parties					32,850		19,050		99,400
	Payments on Notes Payable - Related Parties					(10,800)		-		(49,548)
	Net Cash Provided by Financing Activities					22,050		19,050		188,602
			Net Increase in Cash			1,067		61		1,593
Cash, Beginning of Period						526		465		-
Cash, End of Period					$	1,593	$	526	$	1,593
Supplemental Disclosures of Cash Flow Information:
	Cash Paid During the Period for:
		Interest			$	856	$	-	$	10,708
		Income Taxes				-		-		-
See accompanying notes to financial statements

F-6

TROPHY HUNTING UNLIMITED, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 2012 and 2011
		Common Stock				Additional Paid in		Deficit Accumulated During the Development
and from inception (June 26, 2006) through December 31, 2012
		Shares		Amount		Capital		Stage		Total
						December 31, 2012		December 31, 2011		From Inception Through December 31, 2012
Inception, June 26, 2006		-	$	-	$	-	$	-	$	-
Cash Flows from Operating Activities:
Issuance of Common Stock		11,800,000		11,800		39,200		-		51,000
Net Loss	~~Net Loss~~	-		-	$	~~(22,544)~~-	$	(3165,~~660~~302)	$	(~~198~~65,~~701~~302)
	Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Balance at December 31, 2006		11,800,000		11,800		39,200		(65,302)		(14,302)
		Depreciation Expense				-		-		19,322
Issuance of Common Stock		191,000		191		47,559		-		47,750
		Loss on Sale of Fixed Assets				-		-		3,693
Net Loss		-		-		-		(30,125)		(30,125)
		Contributed Services				-		-		14,785
Balance at December 31, 2007		11,991,000	$	11,991	$	86,759	$	(95,427)	$	3,323
	Increase (Decrease) in:
Net Loss		-		-		-		(10,085)		(10,085)
		Accounts Payable				(1,023)		4,279		9,737
Balance at December 31, 2008		11,991,000		11,991		86,759		(105,512)		(6,762)
		Accrued Interest Payable				1,578		(6,929)		2,028
Net Loss		-		-		-		(10,956)		(10,956)
		Deferred Compensation				3,000		3,000		6,125
Balance at December 31, 2009		11,991,000		11,991		86,759		(116,468)		(17,718)
	Net Cash Used by Operating Activities					(18,989)		(31,310)		(143,011)
Sale of Stock		40,000,000		40,000		-		-		40,000
Cash Flows from Investing Activities:
Services Contributed by President		-		-		14,785		-		14,785
	Purchase of Fixed Assets					-		-		(28,015)
Net Loss		-		-		-		(28,029)		(28,029)
	Proceeds on the Sale of Fixed Assets					-		-		5,000
Balance at December 31, 2010		51,991,000		51,991		101,544		(144,497)		9,038
	Net Cash Used by Investing Activities					-		-		(23,015)
Net Loss		-		-		-		(31,660)		(31,660)
Cash Flows from Financing Activities:
Balance at December 31, 2011		51,991,000	$	51,991	$	101,544	$	(176,157)	$	(22,622)
	Proceeds from Sale of Common Stock					-		-		138,750
Net Loss		-		-		-		(22,544)		(22,544)
	Proceeds from Notes Payable - Related Parties					19,050		-		66,550
Balance at December 31, 2012		51,991,000	$	51,991	$	101,544	$	(198,701)	$	(45,166)
	Payments on Notes Payable - Related Parties					-		(14,228)		(38,748)
Net Loss		-		-		-		(25,779)		(25,779)
	Net Cash Provided (Used) by Financing Activities					19,050		(14,228)		166,552
Balance at December 31, 2013		51,991,000	$	51,991	$	101,544	$	(224,480)	$	(70,945)
			Net Increase (Decrease) in Cash			61		(45,538)		526
Cash, Beginning of Period						465		46,003		-
Cash, End of Period					$	526	$	465	$	526
Supplemental Disclosures of Cash Flow Information:
	Cash Paid During the Period for:
		Interest			$	-	$	8,272	$	9,852
		Income Taxes				-		-		-
See accompanying notes to financial statements

F-7

TROPHY HUNTING UNLIMITED, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and Summary of Significant Accounting Policies

Organization

Trophy Hunting Unlimited, Inc., (“the Company”) was incorporated under the laws of the State of Nevada on June 26, 2006. The Company's business activities consisted of providing guided deer and bird hunts in Texas. Currently the Company is seeking other business opportunities. The Company is considered a development stage company.

Revenue Recognition

The Company recognizes revenues in accordance with ASC 605, which clarifies application of the U. S. generally accepted accounting principles to revenue transactions. Revenue is recognized when (1) there is persuasive evidence of an agreement (2) delivery has occurred or services rendered (3) price is fixed or determined and (4) collectability is reasonably assured.

Use of Estimates

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. If the underlying estimates and assumptions, upon which the financial statements are based, change in future periods, actual amounts may differ from those included in the accompanying ~~Financial~~financial ~~Statements~~statements.

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Trade receivables are carried at original invoiced amounts less an allowance for doubtful accounts. Accounts receivable are determined to be delinquent when the account has become 30 days past due. The allowance for doubtful accounts is calculated on an account by account basis. Management will occasionally review accounts receivable and determined if the account should be written off.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value of assets to be used and fair value less disposal cost for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset's market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued loss associated with assets used to generate revenue. The Company has no long-lived assets as of December 31, ~~2012~~2013 and ~~2011~~2012.

Income Taxes

The Company applies ASC 740, Income Taxes, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred income taxes are provided for items reported in different periods for income tax purposes than for financial reporting purposes. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

~~The~~Loss ~~Company~~Per adopted ASC 740, Accounting for Uncertainty in Income Taxes on January 1, 2007. This interpretation requires recognition and measurement of uncertain tax positions using a "more-likely-than-not" approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company's financial statements. (See Note 3 below)Share

F-8

Earnings (Loss) Per Share

The basic computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC 260, "Earnings Per Share" [See note 6].

F-8

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive. The Company has not granted any stock options or warrants since inception.

Recently Enacted Accounting Standards

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Note 2 - Related Party Transactions

Included in the payroll expense are amounts for services rendered by the President, estimated at $3,000 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012. Deferred compensation in aged excess of one year accrues interest at a rate of 8.0% per year. Interest expense related to deferred compensation is $~~160~~400 and $3160 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. Accrued interest related to deferred compensation is $~~163~~563 and $3163 as of December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Note 3 - Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

The Company ~~adopted~~recognizes ~~the~~interest ~~provisions~~accrued ofrelated ~~ASC~~to ~~740,~~unrecognized ~~Accounting~~tax ~~for~~benefits ~~Uncertainty~~ in ~~Income~~interest ~~Taxes,~~expense onand ~~January~~penalties 1,in ~~2007~~operating expenses. During Asthe ~~result~~years ofended ~~the~~December ~~implementation~~31, of2013 ~~ASC~~and ~~740~~2012, the Company recognized no ~~increase~~interest inand ~~the liability for unrecognized tax benefits~~penalties. The Company ~~has~~had no ~~tax~~accruals ~~positions~~for interest and penalties at December 31, ~~2012~~2013 and ~~2011 for which the ultimate deductibility is highly uncertain~~2012.

The ~~Company~~provision ~~recognizes~~for ~~interest~~income ~~accrued~~taxes ~~related~~consists toof ~~unrecognized tax benefits in interest expense and penalties in operating expenses. During~~ the ~~years~~following ~~ended~~as ~~December~~of ~~31, 2012 and 2011, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at~~ December 31, ~~2012,~~2013 and ~~2011.~~2012:

The provision for income taxes consists of the following as of December 31, 2012 and 2011:


		December 31, 2013		December 31, 2012
Current Tax
Federal	$	-	$	-
State		-		-
Deferred Taxes
Federal		(8,764)		(6,454)
Benefits of operating loss carryforwards		8,764		6,454
State		-		-
Total Provision		-		-

		12/31/2012		12/31/2011
Current Tax
Federal	$	-	$	-
State		-		-
Deferred Taxes
Federal		(6,454)		(9,245)
Benefits of operating loss carryforwards		6,454		9,245
State		-		-
Total Provision		-		-

F-9

Net deferred tax assets (liabilities) consist of the following components as of December 31, ~~2012~~2013 and ~~2011~~2012:

				Current		Noncurrent		Total
For the Year Ended December 31, 2012
For the Year Ended December 31, 2013
Deferred Tax Asset			$		$		$
	Net Operating Loss		$	-	$	5764,~~683~~670	$	5764,~~683~~670
	Accrued Interest			~~593~~1,214		-		~~593~~1,214
	Deferred Compensation			23,~~138~~294		-		23,~~138~~294
		Total Deferred Tax Asset		24,~~731~~508		5764,~~683~~670		6069,~~414~~178
		Valuation Allowance		(24,~~731~~508)		(5764,~~683~~670)		(6069,~~414~~178)
		Net Deferred Tax Asset		-		-		-
		Net Deferred Tax Liability		-		-		-
Net Deferred Tax				-		-		-

				Current		Noncurrent		Total
For the Year Ended December 31, 2011
For the Year Ended December 31, 2012
Deferred Tax Asset
	Net Operating Loss		$	-	$	4857,~~815~~683	$	4857,~~815~~683
	Accrued Interest			~~456~~593		-		~~456~~593
	Deferred Compensation			12,~~064~~138		-		12,~~064~~138
		Total Deferred Tax Asset		12,~~520~~731		4857,~~815~~683		5060,~~335~~414
		Valuation Allowance		(12,~~520~~731)		(4857,~~815~~683)		(5060,~~335~~414)
		Net Deferred Tax Asset		-		-		-
		Net Deferred Tax Liability		-		-		-
Net Deferred Tax				-		-		-

The Valuation allowance has increased $108,~~078~~764 from $5060,~~335~~414 during the year ended December 31, ~~2012~~2013.

The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, ~~2012~~2013 and ~~2011~~2012 due to the following:

		December 31, 2012		December 31, 2011
		December 31, 2013		December 31, 2012
Book income (statutory rate)	$	(78,~~665~~764)	$	(107,~~764~~665)
Extinguishment of debt		-		-
Valuation allowance		108,~~078~~764		10,~~764~~078
Other, net		~~(2,413)~~-		-(2,413)
Tax at effective rate	$	-	$	-

At December 31, ~~2012~~2013 and ~~2011~~2012, the Company had net operating loss carryforwards of approximately $~~169~~190,~~655~~207 and $~~150~~169,~~673~~655, respectively, that ~~may~~will beexpire ~~offset~~beginning ~~against~~with ~~future taxable income from~~ the year 2026 through ~~2032~~2033. No tax benefit has been reported in the December 31, ~~2012~~2013 and ~~2011~~2012 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

The company has the following carryforwards available as of the date of the report:

~~Operating Losses~~	Operating Losses
~~Amount~~	~~Expires~~Amount	Expires
$62,036	2026
$	62,036	2026
$24,294	2027
$	24,294	2027
$ 4,041	2028
$	4,041	2028
$ 7,956	2029
$	7,956	2029
$25,029	2030
$	25,029	2030
$27,317	2031
$	27,317	2031
$18,982	2032
$	18,982	2032
$	20,522	2033

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

F-10

The tax years 2012, 2011, 2010, 2009, 2008, 2007 and 2006 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject.

Note 4 - Capital Stock

The Company has authorized 10,000,000 shares of $0.001 par value preferred stock with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at December 31, ~~2012~~2013 and ~~2011~~2012.

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. During 2006 the Company issued 11,000,000 shares of common stock for cash of $11,000 at $0.001 per share and 800,000 shares of common stock for cash of $40,000 at $0.05 per share. During 2007 the Company issued 191,000 shares of common stock for cash of $47,750 at $0.25 per share. In December 2010 the Company issued 40,000,000 shares of common stock for cash of $40,000 at $0.001 per share. This resulted in change of control of the Company.

The Company has 51,991,000 shares issued and outstanding as of December 31, ~~2012~~2013.

Note 5 – Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items.

Note 6 - Loss per Share

The following data shows the amounts used in computing loss per share for the periods presented:

		For the year ended December 31,
		For the years ended December 31,
		2012		2011
		2013		2012
Income (Loss) available to common
Stockholders (numerator)	$	(2225,~~544~~779)	$	(3122,~~660~~544)
Weighted average number of common
shares outstanding during the period
used in loss per share (denominator)		51,991,000		51,991,000

Dilutive loss per share is equivalent to basic loss per share for the years ended December 31, ~~2012~~2013 and ~~2011~~2012.

Note 7 - Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has recently re-entered the development stage and has no current operations. The Company is currently focusing its efforts on finding a well-capitalized merger candidate to recommence its operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard management is proposing to raise any necessary funds through loans or additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 8 - Subsequent Events

OnThe ~~February 4, 2013, the~~ Company ~~received~~has aevaluated ~~loan~~subsequent ~~from~~events aas ~~related~~of ~~party in~~ the ~~amount~~financial ofstatement ~~$5,000. The~~date ~~loan~~according ~~accrues~~to ~~interest~~the atrequirements ~~a rate~~ of 8%ASC 855 and isconcluded ~~due~~there ~~when~~are ~~called~~no byadditional ~~the~~events ~~shareholders/directors~~to disclose.

F-11

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