SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended ~~August~~February 3129, ~~2011~~2012

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-53101

GALLERY MANAGEMENT HOLDING CORP.

(Exact Name of Small Business Issuer as specified in its charter)

Colorado	26-0811822
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

9093 E. Nassau Ave.
4 Grouse Terrace
Denver, Colorado	80237
Lake Oswego, Oregon	97035
(Address of principal executive offices)	(zip code)

(~~303~~503)~~868~~ 789-~~9494~~0316

(Registrant'’s telephone number, including area code)

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(Section 232.405 of this chapter) during the preceding 12 months(or 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, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small 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 Exchange Act) Yes [ ] No [X]

As of ~~August~~March 3121, ~~2011~~2012, registrant had outstanding 2245,~~210~~380,200 shares of the registrant'’s common stock.

FORM 10-Q

GALLERY MANAGEMENT HOLDING CORP.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended August 31, 2011
Item 1. Financial Statements for the period ended February 29, 2012
Consolidated Balance Sheet (Unaudited)	5
Consolidated Statements of Operations (Unaudited)	6
Consolidated Statement of Shareholders' Equity	7
Consolidated Statement of Shareholders’ Equity	7
Consolidated Statements of Cash Flows (Unaudited)	8
Notes to Unaudited Financial Statements	9
Item 2. Management’s Discussion and Analysis and Plan of Operation	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1413
Item 4. Controls and Procedures	1413
Item 4T. Controls and Procedures	1513
PART II OTHER INFORMATION
Item 1. Legal Proceedings	1514
Item 1A. Risk Factors	1514
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2022
Item 3. Defaults Upon Senior Securities	2022
Item 4. Submission of Matters to a Vote of Security Holders	2122
Item 5. Other Information	2122
Item 6. Exhibits	2123
Signatures	2224

- 2 -

PART I FINANCIAL INFORMATION

References in this document to "“us,"” "“we,"” or "“Company"” refer to GALLERY MANAGEMENT HOLDING CORP. and our ~~subsidiary~~subsidiaries, Gallery Management, Inc. and T5 Operating Corp.

ITEM 1. FINANCIAL STATEMENTS

GALLERY MANAGEMENT HOLDING CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended ~~August~~February 3129, ~~2011~~2012

Gallery Management Holding Corp.

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet	5
Consolidated unaudited statement of operations	6
Consolidated statement of shareholders' equity	7
Consolidated statement of shareholders’ equity	7
Consolidated unaudited statement of cash flows	8
Notes to consolidated financial statements	9

- 4 -

GALLERY MANAGEMENT ~~HOLDINGS~~HOLDING CORP.

Consolidated Balance Sheet

(A Development Stage Company)

	Unaudited			Audited
	August			November
	February			November
		31, 2011			30, 2010
		29, 2012			30, 2011
ASSETS
Cash	$	~~140~~139		$	~~140~~139
Accounts receivable		-			-
Inventory - artwork		4,000			4,000
Total current assets		4,~~140~~139			4,~~140~~139
TOTAL ASSETS	$	4,140		$	4,140
Equipment		6,030			-
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL ASSETS	$	10,169		$	4,139
Current Liabilities:
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable	$	6,423		$	13,326
Liabilities:
Due to officer		2,850			600
Accounts payable	$	271,849		$	10,650
Interest payable		~~10,152~~-			711,~~155~~924
Current portion notes payable - related party		76,000			50,000
Accrued payroll		57,917			-
Total current liabilities		95,425			71,081
Current portion notes payable - related parties		495,000			82,450
TOTAL LIABILITIES		95,425			71,081
Total current liabilities		824,766			105,024
SHAREHOLDERS' EQUITY
Long term debt, net of current maturities-related parties		250,000			-
TOTAL LIABILITIES		1,074,766			105,024
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.10 per share; Authorized
1,000,000 shares; issued and outstanding -0- shares.		-			-
Common Stock, par value $.001 per share; Authorized
50,000,000 shares; issued and outstanding 22,210,200 shares.		22,210			22,210
50,000,000 shares; issued and outstanding 35,880,200 and 22,210,200 shares, respectively.		35,880			22,210
Capital paid in excess of par value		60116,~~729~~449			4263,729
Deficit accumulated during the development stage		(~~174~~1,~~224~~216,926	)		(~~131~~186,~~880~~824	)
TOTAL SHAREHOLDERS' EQUITY		(91,285	)		(66,941	)
TOTAL SHAREHOLDERS’ EQUITY		(1,064,597	)		(100,885	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	4,140		$	4,140
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	10,169		$	4,139
See Accompanying Notes To These Unaudited Financial Statements.

See Accompanying Notes To These Unaudited Financial Statements.

- 5 -

GALLERY MANAGEMENT ~~HOLDINGS~~HOLDING CORP.

Consolidated Unaudited Statement Ofof Operations

(A Development Stage Company)

	3 Months			3 Months
	Unaudited 3 Months Ended February			Unaudited 3 Months Ended February			Unaudited August 15,2007 (inception) through February
	Ended			Ended
		29, 2012			28, 2011			29, 2012
	August			August
Revenue	$	-		$	-		$	14,037
		31, 2011			31, 2010
Operating expenses
Revenue:	$	-		$	-
Accounting		-			3,000			37,580
General & Administrative Expenses
Advertising & promotion		406			-			2,456
Accounting		1,500			1,500
Bad debt		-			-			350
Beneficial conversion expense		18,000			-
Bank charges		-			-			60
Office		583			512
Beneficial conversion expense		-			-			21,000
Total G & A		20,083			2,012
Consulting		-			-			3,105
(Loss) before other expenses		(20,083	)		(2,012	)
Office		3,353			-			16,886
Other (expenses)
Legal		132,296			-			172,996
Interest		(7,766	)		(822	)
Salaries & wages		57,917			-			66,945
Total other expenses		(7,766	)		(822	)
Stock transfer fees		-			-			15,607
Net (Loss)	$	(27,849	)	$	(2,834	)
Taxes – payroll		-			-			762
Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)
Business development		706,000			-			706,000
Weighted Average Common Shares
Travel		83,620			-			83,620
Outstanding		22,210,200			22,210,200
Meals and entertainment		8,141			-			8,141
Telephone		10,955			-			10,955
Contract labor		18,000			-			18,000
Meeting expenses		207			-			207
Operating supplies		8,841			-			8,841
Total General and administrative expenses		1,029,736			3,000			1,173,511
(Loss) before other expenses		(1,029,736	)		(3,000	)		(1,159,474	)
Other (expenses)
Interest		(366	)		(893	)		(40,452	)
Write down of inventory		-			-			(17,000	)
Total other expenses		(366	)		(893	)		(57,452	)
Net (Loss)	$	(1,030,102	)	$	(3,893	)	$	(1,216,926	)
Basic (Loss) Per Share	$	(0.05	)	$	(0.00	)	$	(0.05	)
Weighted Average Common Shares
Outstanding		22,362,398			22,210,200			22,210,200

See Accompanying Notes To These Unaudited Financial Statements.

- 6 -

GALLERY MANAGEMENT ~~HOLDINGS~~HOLDING CORP.

Consolidated Unaudited Statement Of Operations

(A Development Stage Company)

	Unaudited 9 Months Ended August			Unaudited 9 Months Ended August			Unaudited August 15,2007 (inception) through August
		31, 2011			31, 2010			31, 2011
Revenue	$	-		$	-		$	14,037
Operating expenses
Accounting		10,000			6,250			36,480
Advertising & promotion		-			-			2,050
Bad debt		-			350			350
Bank charges		-			25			60
Beneficial conversion expense		18,000						18,000
Consulting		-			-			3,105
Office		1,447			1,046			11,297
Legal		-			-			40,700
Salaries & wages		-			-			9,028
Stock transfer fees		-			3,190			14,620
Taxes - payroll		-			-			762
Total General and administrative expenses		29,447			10,861			136,452
(Loss) before other expenses		(29,447	)		(10,861	)		(122,415	)
Other (expenses)
Interest		(12,897	)		(8,588	)		(34,809	)
Write down of inventory		-			-			(17,000	)
Total other expenses		(12,897	)		(8,588	)		(51,809	)
Net (Loss)	$	(42,344	)	$	(19,449	)	$	(174,224	)
Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted Average Common Shares
Outstanding		22,210,200			22,210,200			22,210,200

Consolidated Statement of Shareholders’ Equity

	Number Of						Retained
	Common				Capital Paid
	Shares Issued		Common Stock		in Excess of Par Value		Earnings (Deficit)			Total
Balance at August 15, 2007 (Inception)		-	$	-	$	-	$	-		$	-

August 15, 2007 issued 100,000 shares
for services valued at $100 or $.001 per share		100,000		100				-			100

August 16, 2007 issued 33,000
shares of par value $.001 common stock
for cash of $33 or $.001 per share.		33,000		33		-					33

August 16, 2007 issued 1,006,000
shares of par value $.001 common stock
for services valued at $1,006 or $.001 per share		1,006,000		1,006		-					1,006

August 16, 2007 Issuance of shares to founder
for art work inventory valued at $21,000		20,900,000		20,900		100					21,000

October 2007 issued 4,200
shares of par value $.001 common stock
for cash of $1,050 or $.25 per share		4,200		4		1,046					1,050

November 2007 issued 167,000
shares of par value $.001 common stock
for cash of $41,750 or $.25 per share		167,000		167		41,583					41,750

Net (Loss)		-		-		-		(49,924	)		(49,924	)

Balance at November 30, 2007		22,210,200	$	22,210	$	42,729	$	(49,924	)	$	15,015

Net (Loss)		-		-		-		(33,160	)		(33,160	)

Balance at November 30,2008		22,210,200	$	22,210	$	42,729	$	(83,084	)	$	(18,145	)

Net (Loss)		-		-		-		(19,876	)		(19,876	)

Balance at November 30,2009		22,210,200	$	22,210	$	42,729	$	(102,960	)	$	(38,021	)

Net (Loss)		-		-		-		(28,965	)		(28,965	)

Balance at November 30,2010		22,210,200	$	22,210	$	42,729	$	(131,925	)	$	(66,986	)

Beneficial conversion feature						21,000					21,000

Net (Loss)		-		-		-		(54,899	)		(54,899	)

Balance at November 30,2011		22,210,200	$	22,210	$	63,729	$	(186,824	)	$	(100,885	)

Adjustment to number of shares		2,000	$	2	$	(2)

February 29, 2012 issued 13,668,000 shares of par		13,668,000	$	13,668	$	52,722				$	66,390
value $.001 common shares for debt relief of
$66,390 or $.004857 per share

Net (Loss)							$	(1,030,102	)	$	(1,030,102	)
Balance at February 29, 2012 (Unaudited)		35,880,200	$	35,880	$	116,449	$	(1,216,926	)	$	(1,064,597	)

See Accompanying Notes To These Unaudited Financial Statements.

~~GALLERY MANAGEMENT HOLDINGS CORP.~~7

GALLERY MANAGEMENT HOLDING CORP.

Consolidated Unaudited Statement of Cash Flows

(A Development Stage Company)

Consolidated Statement of Shareholders' Equity

	Unaudited			Unaudited			Unaudited
	3 Months			3 Months			August 15,
	Ended			Ended			2007 (inception)
	February			February			through February
		29, 2012			28, 2011			29, 2012

Net (Loss)	$	(1,030,102	)	$	(3,893	)	$	(1,216,926	)

Adjustments to reconcile decrease in net assets to net cash
provided by operating activities:


Stock issued for services		-			-			22,106
Increase in inventory		-			-			(4,000	)
Beneficial conversion feature on notes payable		-			-			21,000
Accreted interest		-			-			22,750
(Increase) Decrease in accounts receivable		-			-			-
Increase (Decrease) in accounts payable		261,199			3,000			271,849
Increase (Decrease) in payroll taxes payable		-			-			-
Increase (Decrease) in interest payable		(11,924	)		893			-
Notes issued to related parties for current period expenses		706,000			-			706,000
Increase in accrued payroll		57,917			-			57,917
Net cash (used) in operating activities		(16,910	)		-			(119,304	)
					-
Cash flows from investing activities:					-
Investment in fixed assets – Machinery and equipment		(6,030	)		-			(6,030	)
					-
Net cash (used) in investing activities		(6,030	)		-			(6,030	)

Cash flows from financing activities:
Issuance of common stock		66,390			-			109,223
Payment on notes payable		(43,450	)		-			16,250
Net cash provided from financing activities		22,940			-			125,473

Net increase in cash		-			-			139
Cash at beginning of period		139			140			-
Adjustment to cash balance		-			(1	)		-
Cash at end of period	$	139		$	139		$	139

Supplemental disclosure information:
Stock issued for services and art work	$	-		$	-		$	22,106
Cash paid for interest	$	12,290		$	-		$	12,290
Cash paid for income taxes	$	-		$	-		$	-

Supplemental disclosure of noncash financing activities
Fixed asset purchases included in accounts payable at end of period	$	6,030		$	-		$	6,030

	Number Of				Capital Paid		Retained
	Common		Common		in Excess		Earnings
	Shares Issued		Stock		of Par Value		(Deficit)			Total
Balance at August 15, 2007 (Inception)		-	$	-	$	-	$	-		$	-
August 15, 2007 issued 100,000 shares
for services valued at $100 or $.001 per share		100,000		100				-			100
August 16, 2007 issued 33,000
shares of par value $.001 common stock
for cash of $33 or $.001 per share.		33,000		33		-					33
August 16, 2007 issued 1,006,000
shares of par value $.001 common stock
for services valued at $1,006 or $.001 per share		1,006,000		1,006		-					1,006
August 16, 2007 Issuance of shares to founder
for art work inventory valued at $21,000		20,900,000		20,900		100					21,000
October 2007 issued 4,200
shares of par value $.001 common stock
for cash of $1,050 or $.25 per share		4,200		4		1,046					1,050
November 2007 issued 167,000
shares of par value $.001 common stock
for cash of $41,750 or $.25 per share		167,000		167		41,583					41,750
Net (Loss)		-		-		-		(49,924	)		(49,924	)
Balance at November 30, 2007		22,210,200	$	22,210	$	42,729	$	(49,924	)	$	15,015
Net (Loss)		-		-		-		(33,160	)		(33,160	)
Balance at November 30,2008		22,210,200	$	22,210	$	42,729	$	(83,084	)	$	(18,145	)
Net (Loss)		-		-		-		(19,876	)		(19,876	)
Balance at November 30,2009		22,210,200	$	22,210	$	42,729	$	(102,960	)	$	(38,021	)
Net (Loss)		-		-		-		(28,920	)		(28,920	)
Balance at November 30,2010		22,210,200	$	22,210	$	42,729	$	(131,880	)	$	(66,941	)
Beneficial ownership feature on notes payable						18,000					18,000
Net (Loss)		-		-		-		(42,344	)		(42,344	)
Balance at August 31, 2011 (Unaudited)		22,210,200	$	22,210	$	60,729	$	(174,224	)	$	(91,285	)

- 7 -

GALLERY MANAGEMENT HOLDINGS CORP.

Consolidated Unaudited Statement Of Cash Flows

(A Development Stage Company)

	Unaudited			Unaudited			Unaudited
	9 Months			9 Months			August 15,
	Ended			Ended			2007 (inception)
	August			August			through August
		31, 2011			31, 2010			31, 2011
Net (Loss)	$	(42,344	)	$	(19,449	)	$	(174,224	)
Adjustments to reconcile decrease in net assets to net cash
provided by operating activities:
Stock issued for services		-			-			22,106
Increase in inventory		-			-			(4,000	)
Beneficial conversion feature on notes payable		18,000			-			18,000
Acreted interest		9,901			1,500			20,651
(Increse) Decrease in accounts receivavble		-			350			-
Increase (Decrease) in accounts payable		(6,903	)		4,238			6,423
Increase (Decrease) in due to officer		-			200			600
Increase (Decrease) in payroll taxes payable		-			(226	)		-
Increase in interest payable		2,997			2,338			10,152
Net cash (used) in operation activities		(18,349	)		(11,049	)		(100,292	)
Cash flows from investing activities:
		-			-			-
Net cash (used) in investing activities		-			-			-
Cash flows from financing activities:
Issuance of common stock		-			-			42,833
Notes payable		16,099			11,000			55,349
Expenses paid by shareholder		2,250			-			2,250
Net cash provided from financing activities		18,349			11,000			100,432
Net increase in cash		-			(49	)		140
Cash at beginning of period		140			189			-
Cash at end of period	$	140		$	140		$	140
Supplemental disclosure information:
Stock issued for services and art work	$	-		$	-		$	22,106
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

See Accompanying Notes To These Unaudited Financial Statements.

- 8 -

GALLERY MANAGEMENT HOLDING CORP.

Notes To Unaudited Financial Statements

For The ~~Nine~~Three Month Period Ended ~~August~~February 3129, ~~2011~~2012

Note 1 - Unaudited Financial Information

The unaudited financial information included for the three month interim period ended ~~August~~February 3129, ~~2011~~2012 was taken from the books and records without audit. However, such information reflects all adjustments, consisting ~~only~~ of normal recurring adjustments, and those necessary to record non-recurring events which in the opinion of management are necessary to reflect properly the results of the interim periods presented. The results of operations for the three month period ended ~~August~~February 3129, ~~2011~~2012 are not necessarily indicative of the results expected for the fiscal year ended November 30, ~~2011~~2012.

Note 2 - Financial Statements

~~For~~The afollowing ~~complete~~footnotes ~~set~~are ofspecific ~~footnotes,~~to ~~reference~~the isinterim ~~made~~periods presented and are in addition to those included in the ~~Company’~~company's ~~Report~~report on Form 10-K for the year ended November 30, ~~2010~~2011 as filed with the Securities and Exchange Commission and the audited financial statements included therein. Accordingly, the following notes and those included in the 10-K for the year ended November 30, 2011 should be considered together as being a complete set of footnotes.

-Note 93 - Organization and Summary of Significant Accounting Policies

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION~~Equipment

~~The~~Equipment ~~following~~is ~~discussion~~stated ofat ~~our~~cost. Inasmuch ~~financial~~as ~~condition and results of~~ operations ~~should~~have benot ~~read in conjunction with~~commenced, ~~and~~depreciation ishas ~~qualified~~not inbeen ~~its~~provided ~~entirety~~for ~~by,~~during the ~~consolidated~~interim ~~financial~~period. Once ~~statements~~operations ~~and~~have ~~notes thereto included in~~commenced, ~~Item~~depreciation 1will inbe ~~this~~computed ~~Quarterly~~using ~~Report~~the ~~on Form 10~~straight-Q.line ~~This~~method ~~item~~over ~~contains~~the ~~forward-looking~~estimated ~~statements~~useful ~~that~~lives ~~involve~~for ~~risks~~financial ~~and~~reporting ~~uncertainties~~purposes. Estimated ~~Actual~~useful ~~results~~lives ~~may~~to ~~differ~~be ~~materially~~used range from ~~those~~five ~~indicated~~to inseven ~~such forward-looking statements~~years.

Expenditures for the development of equipment are capitalized. Expenditures for repairs and maintenance are to be charged to expense as incurred.

Note 4 - Related Party Events

As more fully described below in Note number 5 as regards contingent obligations, an obligation was incurred to a related party in the amount of $50,000. The obligation does not bear interest and is payable based on the existence of certain future events. For reasons stated below, in Note number 5, this obligation is not reflected in the financial statements.

Additionally, the company incurred two notes payable to related parties in the amount of $706,000 during the interim period. The notes do not bear interest. One note requires a payment of $25,000 on or before March 31, 2012. The remaining balance of the note, $81,000, is payable according to the terms of an underlying financial instrument. The full amount of this note, $106,000, is included in the current portion of notes payable. The other note requires payments as follows: $100,000 is payable on or before March 26, 2012; $250,000 is payable on or before December 31, 2012 with the remaining, $250,000 payable on or before December 31, 2013. $250,000 of this note is included in long term liabilities with the remaining, $350,000, in the current portion of notes payable.

Note 5 - Contingent Obligations

An obligation was incurred during the period to a related party in the amount of $50,000 the payment of which is contingent on certain future events. The events in question involve the raising of not less than $1,000,000 in gross proceeds from the sale of debt or equity securities. As of February 29, 2012, this amount had not been raised. Accordingly, a liability has not been reflected in the financial statements. At the time that events materialize that give rise to the reflection in the financial statements, the recognized amount of the obligation, $50,000, will result in current period general and administrative expenses.

Note 6 - Capital Stock

On February 29, 2012 the company issued 13,668,000 shares of $.001 par value common stock for $66,390 or $.004857 per share for the payment of the following company obligations: 1) Accounts payable in the amount of $10,650; 2) Interest on notes payable in the amount of $12,290 and 3) Liquidation of certain notes payable in the amount of $43,450.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "“anticipates",” "“expects",” "“intends",” "“plans",” "“believes",” "“seeks",” "“estimates",” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any of such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking ~~statements~~statement, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and ~~any~~ Current Reports on Form 8-K.

Narrative Description of the Business

Gallery Management Holding Corp. was organized as a corporation under the laws of the State of Colorado on August 15, 2007. Until March 2012, we conducted two lines of business. We provided consulting services in the management of art galleries in the Denver, Colorado metropolitan area. We also planned to market fine art, antiques and collectibles on a retail consignment basis, on the internet through our subsidiary, Gallery Management, Inc. Our primary outlet was anticipated to be eBay.com where we believed that we would receive maximum marketing exposure with minimal expense. In March 2012 the Company underwent a change in control and in connection therewith we have adopted a new business plan, engaged new employees and management and have determined not to pursue our former business plans.

We On ~~have~~March ~~two~~1, ~~lines~~2012, ofwe ~~business.~~created Wea ~~provide~~new ~~consulting services in the management of art galleries in the Denver~~subsidiary, ~~Colorado~~T5 ~~metropolitan~~Operating ~~area~~Corp., Wea ~~also~~Colorado ~~plan to market fine art~~corporation, ~~antiques~~pursuant ~~and~~to ~~collectibles~~which onwe aintend ~~retail~~to ~~consignment~~conduct ~~basis,~~some onof ~~the internet through~~ our ~~subsidiary, Gallery Management, Inc~~operations. ~~Our primary~~ ~~outlet~~We isanticipate ~~anticipated to be Ebay, where we believe~~ that we will ~~receive maximum~~change ~~marketing~~the ~~exposure~~name ~~with~~of ~~minimal~~the ~~expense.~~Company ~~Our subsidiary plans~~ to ~~acquire~~T5 ~~fine art~~Corp., ~~antiques~~upon ~~and~~approval ~~collectibles~~of ~~to be marketed on~~ the ~~internet solely~~shareholders onand acompliance ~~consignment~~with ~~basis.~~the Werequirements doof ~~not~~Schedule ~~plan~~14C, anticipated to ~~carry~~occur anin ~~inventory~~April 2012. We ~~have~~anticipate nothat ~~definitive~~our ~~plans~~trading tosymbol bealso ~~involved~~will inchange. ~~any~~The ~~other~~Company’s ~~activities~~Common atStock ~~the~~currently ~~present~~is ~~time~~traded ~~other~~on ~~than~~the ~~our~~OTCBB ~~present~~under ~~proposed~~the ~~business~~symbol “GMHC”.

~~Our~~ The ~~headquarters~~Company’s ~~are~~new ~~located~~address atis ~~9093~~4 E.Grouse ~~Nassau Ave.~~Terrace, ~~Denver~~Lake Oswego, ~~Colorado~~Oregon ~~80237~~97035. ~~Our~~The ~~phone~~Company’s telephone number ~~at our headquarters~~ is (~~303~~503) ~~868~~789-~~9494~~0316. ~~Our fiscal year end is November 30.~~

~~Our~~ The ~~plan~~Company ~~for~~currently ~~the~~conducts ~~twelve~~business ~~months~~through ~~beginning~~its ~~January~~newly-formed 1subsidiary, ~~2011~~T5 Operating Corp. The Company’s principal business is tothe ~~make~~recycling aof ~~profit~~waste byproduced ~~December~~in ~~31,~~the ~~2011~~drilling and production of oil and natural gas wells. ~~Our~~Through ~~company~~more ~~has~~than a120 ~~limited history~~years of ~~operations~~ ~~with~~combined ~~respect~~experience toin ~~our~~oil ~~consulting~~and ~~business~~gas ~~and~~ field recycling, the new management of the Company has nodeveloped ~~history~~unique, ~~operating~~industry anleading, ~~Internet~~thermal ~~gallery~~remediation and recycling technologies. These technologies include indirect thermal desorption units, volatilization chambers and produced water treatment systems.

We The ~~are~~Company awill ~~development~~utilize ~~stage~~these ~~company~~technologies to create project alliances worldwide. WeThis ~~act~~model asallows ~~both~~the aCompany ~~management~~to ~~consultant~~focus on technology advancements and technical support while its strategic partners bear the project operational and infrastructure expenses. The Company’s revenue is expected to ~~art~~derive ~~galleries~~primarily from long-term equipment leases combined with royalties and/or ~~plan~~profit splits. The model is expected to ~~develop~~provide anthe ~~Internet~~Company ~~gallery~~with a monthly revenue stream and a performance incentive. WeBased ~~earn~~on ~~income~~this bymodel, ~~selling~~the ~~our~~Company ~~products~~anticipates that it will be able to operate on numerous project locations worldwide with minimal overhead and infrastructure requirements.

1. When ~~Cease~~referring ~~operations~~to the Company and gousing ~~out~~phrases ofsuch ~~business;~~as “we” and “us,” our intent is to refer to Gallery Management Holding Corp. and its subsidiaries as a whole.

~~2. Continue to seek alternative and acceptable sources of capital;~~10

3. Bring in additional capital that may result in a change of control; or

4. Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

- 10 -

Currently, we believe that we have sufficient capital to implement our proposed business operations or to sustain them through December 31, 2011. If we can become profitable, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

We plan to operate out of one office in Colorado. We have no specific plans at this point for additional offices.

Results of Operations

The following discussion involves our results of operations for the three ~~ending~~months ~~August~~ended 31February 29, ~~2011~~2012 and ~~2010~~February ~~and for the nine months ending August 31~~28, 2011 ~~and 2010~~.

For the fiscal quarter ended ~~August~~February 3129, ~~2011~~2012 we had $ -0- in revenue, compared to $~~-0-in~~ ~~revenue for the three months ended August 31, 2010. For the nine months ended August 31, 2011 we had $~~-0- in revenue, ~~compared to $-0- in revenue~~ for the ~~nine~~three months ended ~~August~~February 3128, ~~2010.~~2011

General and administrative expenses for the three months ended ~~August~~February 3129, ~~2011~~2012 were $201,~~083~~029,736, compared to $23,~~012~~000 for the three months ended ~~August~~February 3128, ~~2010~~2011, an increase of $1,026,736 or 3,422.45% ~~General~~The increase in general and administrative expenses ~~for~~is ~~the~~largely ~~nine~~attributable ~~months~~to ~~ended~~a ~~August~~substantial 31increase of $706,000 ~~2011~~in ~~were~~business ~~$29~~development expenses,~~447~~ ~~compared~~an toincrease of $10132,~~861~~296 ~~for~~in ~~the~~legal ~~nine~~fees, ~~months~~an ~~ended~~increase ~~August~~of 31$83,620 ~~2010. The~~in ~~major~~travel ~~components~~expenses, an increase of ~~these~~$57,917 ~~general~~in salaries and ~~administrative~~wages ~~expenses~~and ~~were~~an ~~payments~~increase toin ~~independent~~contract ~~contractors,~~labor ~~professional~~of ~~fees~~$18,000, ~~and~~all ~~prepaid~~associated ~~expenses.~~with ~~While~~the ~~our~~engagement ~~general~~of ~~and~~new ~~administrative~~management ~~expenses~~and ~~will~~the ~~continue~~commencement toof be our ~~largest~~new ~~expense~~business ~~item,~~strategy. We weexpect ~~believe~~ that ~~this~~our ~~expense~~general ~~will~~and ~~stabilize~~administrative inexpenses ~~the~~will ~~coming~~continue ~~fiscal~~to ~~year~~increase as we ~~reduce~~add ~~independent~~additional ~~contractors, professional fees, and prepaid expenses~~personnel.

We had a net loss of $271,~~849~~030,102 for the three months ended ~~August~~February 3129, ~~2011~~2012, compared to a net loss of $23,~~834~~893 for the three months ended ~~August~~February 3128, ~~2010~~2011. The Weincrease ~~had~~in a net loss ~~for~~is attributable to the ~~nine~~increase ~~months~~in ~~ended~~general ~~August~~and ~~31,~~administrative ~~2011~~expenses arising from the implementation of ~~$42,344~~our ~~compared~~new business strategy. We expect net losses to ~~$19,449~~increase ~~for~~substantially during the ~~nine~~fiscal ~~months~~year ~~ended~~ending ~~August~~November 3130, ~~2010~~2012 as we anticipate significant capital expenditures and expenses before the realization of any material amounts of revenue.

We Included ~~believe~~in ~~that~~the ~~overhead~~net ~~cost~~loss inof ~~current~~$1,030,102 ~~operations~~for ~~should~~the ~~remain~~three ~~fairly~~months ~~constant~~ended February 29, 2012 as ~~revenues~~referenced ~~develop~~above is an expense entitled Business Development Expense in the amount of $706,000. This ~~Each~~expense ~~dollar~~resulted from the acquisition of ~~revenue~~business ~~will~~related ~~have~~technology, ~~minimal~~trademarks ~~offsetting~~and ~~overhead~~customer ~~cost~~relationships from related parties for consideration totaling $706,000 in the form of notes. The Ifdetails weof ~~can~~the ~~develop~~notes ~~sufficient~~are ~~revenues~~more fully described in note number 4, weRelated Party Events, to the financial statements for the period ended February 29, 2012. The amount, $706,000, was considered as a current period expense under Generally Accepted Principles of Accounting primarily due to an absence of funding to enable the economic actuation of current customer agreements. Upon receipt of adequate funding, the amount of that expense , $706,000, could be ~~profitable~~reversed byas a related offset to current period expenses at the ~~end~~date of ~~our~~the funding event. The effect of this would be to reduce current ~~fiscal~~period ~~year~~losses or increase current period net income amounts (net of taxes, if any) by this amount, $706,000.

Liquidity and Capital Resources

As of ~~August~~February 3129, ~~2011~~2012, we had cash orand cash equivalents of $~~140~~139. .

Net cash used in operating activities was $1816,~~349~~910 for the ~~nine~~three months ended ~~August~~February 3129, ~~2011~~2012, compared to $~~11,049~~ -0- for the ~~nine~~three months ended ~~August~~February 3128, ~~2010~~2011. ~~We anticipate that overhead costs in current operations will remain fairly constant as we develop revenue.~~

Cash ~~flows~~flow used in investing activities ~~were~~was $~~-0-~~6,030 for the ~~nine~~three months ended ~~August~~February 3129, ~~2011~~2012, compared to $ -0- for the ~~nine~~three months ended ~~August~~February 3128, ~~2010~~2011.

Cash ~~flows~~flow provided byfrom financing ~~activities~~activity ~~were~~was $1822,~~349~~940 for the ~~nine~~three months ended ~~August~~February 3129, ~~2011~~2012, compared to $~~11,000~~ -0- for the ~~nine~~three months ended ~~August~~February 3128, ~~2010~~2011.

~~Over~~ Subsequent to the ~~next~~end ~~twelve~~of ~~months~~the fiscal quarter, on March 15, 2012, we doraised ~~not~~$250,000 ~~plan~~through ~~any~~the ~~material~~sale of common stock at a purchase price of $1.75 per share. We anticipate that we will require substantial additional capital ~~costs~~to implement our new business strategy.

We ~~believe~~currently ~~that~~do not have sufficient capital resources to conduct our ~~recent~~business. We ~~offering~~have no commitments for capital and there can be no assurance that we will ~~provide~~have ~~sufficient~~access to capital markets in the ~~short~~future ~~term~~or ~~for~~that ~~our~~the ~~current~~costs ~~level~~ of ~~operations,~~capital ~~which~~will ~~includes~~be ~~becoming~~acceptable ~~profitable~~to us. As ~~Additional~~a ~~resources~~result, ~~will~~there beis ~~needed~~substantial doubt about our ability to ~~expand~~continue ~~into~~operations. See ~~additional~~Item ~~locations~~1A - Risk Factors.

~~Otherwise, we do not anticipate needing to raise additional capital resources in the next twelve months.~~11

- 11 -

Until the current operations become cash flow positive, our officers and directors will fund the operations to continue the business. At this time we have no other resources on which to get cash if needed without their assistance.

Our principal source of liquidity is our operations. Our variation in sales is based upon the level of our catering event activity and will account for the difference between a profit and a loss. Also business activity is closely tied to the economy of Denver and the U.S. economy. A slow down in entertaining activity will have a negative impact to our business. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to expand the number of catering events and, consequently, our sales. If we succeed in expanding our customer base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our Company in any manner which will be successful.

Plan of Operation

Our plan for the twelve months beginning ~~January~~March 1, 2012 is to ~~make~~raise asubstantial ~~profit~~capital bythrough ~~December~~the 31sale of common stock, ~~2012.~~preferred stock, convertible notes or secured debt in order to construct and purchase equipment necessary to perform service agreements that we anticipate entering into with prospective customers. Our company has a limited history of operations ~~with~~and ~~respect~~has tono ~~our~~history ~~consulting~~exclusive ~~business~~of ~~and has~~its nonew ~~history~~management ~~operating~~team in conducting an ~~Internet~~environmental ~~gallery~~remediation business.

We are a development stage company. ~~Our plan is to act as both a management consultant to art galleries and an Internet gallery. We plan to earn income by selling our products.~~

If we are not successful in our operations we will be faced with several options:

1. Cease operations and go out of business;

2. Continue to seek alternative and acceptable sources of capital;

3. Bring in additional capital that may result in a change of control; or

4. Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

- 12 -

We plan to operate out of one office in Colorado. We have no specific plans at this point for additional offices.

Proposed Milestones to Implement Business Operations

At Initially, the ~~present~~intent ~~time,~~is weto ~~plan~~raise to$5.0 ~~operate~~million ~~from~~in ~~one~~debt ~~location~~or inequity ~~Denver,~~which ~~Colorado~~is necessary to undertake pending customer agreements. These ~~Our~~funds ~~plan~~are isto be used to ~~make~~construct ~~our~~and ~~operation~~mobilize ~~profitable~~equipment byand ~~December~~to ~~31,~~provide ~~2012.~~working Wecapital ~~estimate~~until ~~that~~sufficient wecash ~~must~~flows ~~generate~~are ~~approximately~~generated ~~$35,000~~from inplanned ~~revenues~~operations. Further ~~per~~amounts ~~year~~of debt or equity are intended to be ~~profitable~~raised once initial operations have commenced and are intended to further expand equipment construction and mobilization under plans as related to project agreements currently under discussion.

We believe that we can be profitable or at break even by the end of our next fiscal year, assuming sufficient revenues. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $35,000 in revenue per year. However, if our forecasts are inaccurate, we may need to raise additional funds. Our resources consist of our available cash. In addition, Ms. Nelson agreed to loan such additional funds as may be necessary through December 31, 2011 for working capital purposes. On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $35,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based ~~upon~~on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

- The 13accounting -policies that we follow are set forth in Note 2 to our financial statements as included in this Report. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in this prospectus. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("“SFAS"”) No. 123R "“Share Based Payment."” This statement is a revision of SFAS No. 123, "“Accounting for Stock-Based Compensation"” and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R addresses all forms of share based payment ("“SBP"”) awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will be measured at fair value on the awards'’ grant date, based on the estimated number of awards that are expected to vest. This statement is effective for public entities that file as small business issuers, as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. We adopted this pronouncement ~~during~~at ~~the first quarter of 2005~~inception.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for non-monetary exchanges of similar productive assets and replace it with a broader exception for exchanges of non-monetary assets that do not have "“commercial substance."” SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. ~~The adoption of SFAS No. 153 on its effective date did not have a material effect on our consolidated financial statements.~~

In March 2005, the FASB issued Financial Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an Interpretation of FASB Statement No. 143", which specifies the accounting treatment for obligations associated with the sale or disposal of an asset when there are legal requirements attendant to such a disposition. We adopted this pronouncement in 2005, as required, but there was no impact as there are no legal obligations associated with the future sale or disposal of any assets.12

In ~~May~~March 2005, the FASB issued ~~SFAS~~Financial Interpretation No. ~~154~~47, "“Accounting ~~Changes~~for ~~and~~Conditional ~~Error~~Asset ~~Corrections~~Retirement —Obligations A- ~~Replacement~~an Interpretation of ~~APB~~FASB ~~Opinion No. 20 and SFAS~~ Statement No. ~~3".~~143,” ~~SFAS~~which ~~No.~~specifies ~~154 changes~~ the ~~requirements for the~~ accounting ~~and~~treatment ~~reporting~~for ofobligations aassociated ~~change~~with inthe ~~accounting~~sale ~~principle~~or bydisposal ~~requiring retrospective application to prior periods' financial statements~~ of ~~the~~an ~~change~~asset inwhen ~~accounting~~there ~~principle,~~are ~~unless~~legal itrequirements isattendant ~~impracticable~~ to dosuch ~~so.~~a ~~SFAS No~~disposition. ~~154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.~~ We doadopted ~~not~~this ~~expect~~pronouncement ~~the~~at ~~adoption of SFAS No~~inception. ~~154 to have any impact on our consolidated financial statements.~~

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections — A Replacement of APB Opinion No. 20 and SFAS Statement No. 3”. SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle by requiring retrospective application to prior periods’ financial statements of the change in accounting principle, unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of SFAS No. 154 to have any impact on our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

- 14 -

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this ~~report~~Report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer ~~has~~have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This ~~report~~Report does not include an attestation report of ~~the~~our ~~company~~Company’s registered public accounting firm regarding internal control over financial reporting. ~~Identified~~identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There currently are no legal proceedings, to which we are a party, ~~which~~that could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

An investment in our Company involves a risk of loss. You should carefully consider the risks described below before you make any investment decision regarding our Company. Additional risks and uncertainties, ~~described~~including ~~below~~those ~~and~~generally affecting the ~~other~~market ~~information~~ in ~~this~~which ~~document~~we ~~before~~operate ~~deciding~~or tothose ~~invest~~we incurrently ~~shares~~deem immaterial, also may impair our business. If any of such risks actually materializes, then our ~~common~~business, ~~stock~~financial condition and operating results could be adversely affected. In such case, the trading price of our Common Stock could decline.

The ~~occurrence of any of the~~ following ~~risks~~risk ~~could~~factors ~~materially~~are ~~and~~not ~~adversely affect our business~~exhaustive, ~~financial~~and ~~condition~~the ~~and~~risks ~~operating~~discussed ~~result.~~herein Indo ~~this~~not ~~case,~~purport ~~the~~to ~~trading~~be ~~price~~inclusive of ~~our~~all ~~common~~possible ~~stock~~risks ~~could~~but ~~decline~~are ~~and~~intended ~~you~~only ~~might~~as ~~lose~~examples ~~all or part~~ of ~~your~~possible investment risks.

Risks Related to Our ~~Business and Industry~~Company

We have no ~~substantial~~current operating ~~history, and have never been profitable~~revenues. ~~As a result, we may never become profitable, and, as a result, we could go out of business.~~

We ~~were~~are ~~organized as~~ a ~~corporation~~development onstage ~~August~~company ~~15,~~and ~~2007. We~~ have no ~~substantial~~revenues ~~operating~~from ~~history. Our~~operations ~~sales~~to ~~depend~~use ~~upon~~for ~~the~~operating ~~number~~expenses ofor ~~customers~~project development. If we ~~can~~are ~~generate. From~~not ~~our~~able ~~inception~~to onobtain ~~August~~adequate ~~15,~~sources ~~2007~~of ~~through~~funds ~~August~~to ~~31,~~operate ~~2011~~our business, then we ~~generated~~may ~~$14,037~~not inbe ~~revenue.~~able Weto ~~had~~continue as a ~~net~~going ~~loss~~concern. ofOur ~~$174,224~~business ~~for~~strategy ~~this~~and ~~period.~~plans Wecould ~~cannot~~be ~~guarantee~~adversely weaffected ~~will~~in ~~ever~~the ~~develop~~event athat ~~substantial~~we ~~number~~need ofadditional ~~customers.~~financing ~~Even~~and ifare weunable ~~develop~~to aobtain ~~substantial~~such ~~number~~funding ofwhen ~~customers,~~needed. ~~there~~Insufficient isfunds nomay ~~assurance~~prevent ~~that~~us wefrom ~~will~~implementing ~~become~~our abusiness ~~profitable~~strategy ~~company.~~or We may ~~never~~require ~~become~~us ~~profitable,~~to ~~and~~delay, asscale aback ~~result~~or eliminate certain opportunities. If we cannot obtain necessary funding, then we ~~could~~may gobe ~~out~~forced ofto ~~business~~cease operations.

-We 15anticipate -that we will incur operating losses and negative cash flows for the immediate future.

~~Because~~ We wedo ~~had~~not ~~incurred~~expect ~~operating~~to ~~losses~~generate ~~from~~significant revenues until we complete the installation of our ~~inception~~initial project, which we currently anticipate will occur at the end of this fiscal year. We anticipate that our ~~accountants~~expenses ~~have~~will ~~expressed~~continue ~~doubts~~to ~~about~~increase substantially as we implement our ~~ability~~project development and construction plan and expand our general and administrative operations. For these reasons, we expect to continue asto aincur ~~going~~significant ~~concern~~operating losses for the next several fiscal quarters. These losses will have an adverse effect on our shareholders’ equity and working capital.

~~For the period ended November 30, 2010, our accountants have expressed doubt about our ability to continue as a going concern as a result of our continued net losses.~~ Our ability to ~~achieve~~become ~~and~~profitable ~~maintain profitability and positive cash flow~~ is ~~dependent upon:~~uncertain.

· Our ~~our~~ ability to ~~generate~~become ~~substantial~~and ~~operations;~~remain ·profitable ~~our ability to locate clients who~~ will ~~purchase~~depend ~~our~~on, ~~gallery~~among ~~services;~~other ~~and · our ability to generate substantial revenues.~~things:

~~Based~~· ~~upon~~our ~~current~~ability ~~plans, we may incur operating losses in future periods because we may, from time~~ to ~~time~~identify, bedevelop ~~incurring~~and ~~expenses~~construct ~~but~~waste ~~not~~recycling ~~generating~~systems ~~sufficient~~and ~~revenues. We expect approximately $35~~facilities,~~000~~ inincluding ~~operating~~our ~~costs~~projects ~~over~~currently ~~the next twelve months. We cannot guarantee that we will be successful~~ in ~~generating~~development, ~~sufficient~~at ~~revenues~~our orprojected ~~other~~cost ~~funds~~and inwithin ~~the~~our ~~future~~projected ~~to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.~~timetables;

~~Our~~· ~~limited~~our ~~operating~~ability ~~history~~to ~~makes~~obtain itadequate ~~difficult~~financing for ~~us to evaluate~~ our ~~future~~projects ~~business prospects and make decisions based~~ on ~~those~~terms ~~estimates~~consistent ofwith our ~~future performance.~~expectations;

We· ~~have a limited operating history, based no revenues and a lack of profitability. These factors make it difficult to evaluate~~ our business on the basis of historical operations. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our limited operating history. Reliance on historical results may hinder our ability to ~~anticipate~~effectively ~~and~~manage timely adapt to increases or decreases in sales, revenues or expenses. For example, if we overestimate our future sales for a particular period or periods based on our historical growth rate, we may increase our overhead and other operating expenses to a greater degree than we would have if we correctly anticipated the ~~lower~~operations ~~sales~~at ~~level for that period and reduced~~ our ~~controllable expenses accordingly. If we make poor budgetary decisions as a result of unreliable historical data, we could continue to incur losses, which may result in a decline in our stock price.~~facilities;

We· ~~have~~our aability ~~lack~~to ofdevelop ~~liquidity~~ and ~~will~~market ~~need~~our ~~additional~~system ~~financing~~design inand ~~the~~management ~~future.~~services ~~Additional~~at ~~financing~~a ~~may~~sufficient ~~not be available when needed, which could delay, indefinitely postpone, or prevent our successful development.~~margin;

We· ~~are only minimally capitalized. Because we are only minimally capitalized, we expect to experience a lack of liquidity for the foreseeable future in~~ our ~~proposed~~ability ~~operations. We will adjust our expenses as necessary~~ to ~~prevent cash flow or liquidity problems. However, we expect we will need additional financing of some type, which we do not now possess, to fully~~ develop ~~our~~an ~~operations.~~effective Weinternal ~~expect~~corporate to rely principally upon our ability to raise additional financing, the success of which cannot be guaranteed. We will look at both equity and debt financing, including loans from our principal shareholder. However, at the present time, we have no definitive plans for financing in place, other than the funds which may be loaned to us by Ms. Nelson, our President. In the event that we need additional capital, Ms. Nelson has agreed to loan such funds as may be necessary through December 31, 2011 for working capital purposes. To the extent that we experience a substantial lack of liquidity, our development in accordance with our proposed plan may be delayed or indefinitely postponed, our operations could be impaired, we may never become profitable, fail as an organization, and ~~our~~systems; ~~investors could lose some or all of their investment.~~and

As· aour ~~company~~ability ~~with~~to ~~limited operating history~~attract, wehire ~~are~~and ~~inherently~~retain aqualified ~~risky~~and ~~investment.~~experienced Anmanagement ~~investor~~and ~~could~~technical ~~lose~~and ~~his~~field ~~entire investment~~personnel.

WeBecause ~~have~~of athe ~~limited~~numerous ~~operating~~uncertainties ~~history.~~associated ~~Because~~with wethe ~~are~~development, aconstruction, ~~company~~ownership ~~with~~and afuture ~~limited~~operation ~~history~~of our projects, we are unable to predict the ~~operations~~extent inof ~~which~~any future losses or when we ~~engage~~will inbecome profitable, ~~the~~if ~~internet~~ever. ~~gallery~~Even ~~business~~if we do achieve profitability, iswe anmay ~~extremely~~be ~~risky~~unable ~~business.~~to Ansustain ~~investor~~or ~~could~~increase ~~lose~~our ~~his~~profitability ~~entire~~in ~~investment~~the future.

-If 16we receive the financing for any or all of our currently-contemplated projects, management believes that we should undergo a period of rapid growth and activity related to our development and construction plan, and our failure to manage this growth and activity could harm our business.

Because we are small and do not have much capital, we must limit our operations. A company in our industry with limited operations has a smaller opportunity to be successful. If we do not make a profit, we may have to suspend or cease operations.14

~~Because~~ If we ~~are~~receive ~~small~~the ~~and~~financing dofor ~~not~~any ~~have~~or ~~much~~all ~~capital~~of our currently-contemplated projects, management believes that we ~~must~~should ~~limit~~undergo ~~our~~a ~~operations~~period of rapid growth and activity. WeThis ~~must~~possible ~~limit~~growth, ~~our~~as ~~operations~~well toas any other growth that we may experience in the ~~Denver~~future, ~~Colorado~~will ~~metropolitan~~provide ~~area~~challenges asto ~~the~~our ~~only~~organization ~~geographical~~and ~~area~~may instrain ~~which~~our wemanagement, ~~operate.~~technical ~~Because~~and wefield personnel and operations, especially since our development and construction plan involves simultaneous activity on multiple projects. We may ~~have~~misjudge the amount of time or resources that will be required to ~~limit~~manage effectively any anticipated or unanticipated growth or activity in our ~~operations~~business or with respect to our development and construction plan, or we may not ~~generate~~be ~~sufficient~~able ~~sales~~to attract, hire or retain qualified and experienced personnel, including additional senior management personnel and technical and field personnel, to ~~make~~satisfy aour ~~profit~~needs. Our ability to manage growth and to execute our development and construction plan will depend in large part on our ability to continue to enhance our operating, financial and management information systems. If we docannot ~~not~~scale ~~make~~our abusiness ~~profit~~appropriately, maintain control over expenses or otherwise adapt to anticipated and unanticipated growth or changes to our development and construction plan, then our business resources may become strained, and we may ~~have~~fail to ~~suspend~~stay within our project budgets or ~~cease~~fail ~~operations~~to achieve our target operation dates for one or more of our projects.

Our ~~success~~development ~~will~~and ~~depend~~construction ~~upon~~plans ~~our~~require ~~ability~~substantial tocapital, ~~develop~~and ~~relationships~~we ~~with~~may ~~our~~be ~~clients~~unable ~~and~~to ~~customers.~~raise Ifcapital wewhen ~~cannot~~needed, ~~develop~~which ~~sufficient~~could ~~relationships~~force us to delay, wereduce ~~may~~or ~~never~~eliminate ~~become~~some ~~profitable. An~~or ~~investor~~all ~~could~~of ~~lose~~our ~~his~~development ~~entire~~and ~~investment~~construction plans.

We ~~have~~will ~~two~~require ~~lines~~substantial ofcapital ~~business.~~resources ~~We provide consulting services in the management of art galleries and plan~~ to ~~market~~fund ~~fine~~our ~~art,~~development ~~antiques~~ and ~~collectibles~~construction onplan agoing ~~retail~~forward. ~~consignment~~Over ~~basis, on~~ the ~~internet~~next ~~through~~two ~~our subsidiary~~years, ~~Gallery~~we ~~Management,~~expect ~~Inc Our performance depends, in large part, on our ability~~ to ~~develop~~need ~~relationships~~not ~~with~~less ~~potential~~$25.0 ~~consulting~~million ~~services clients and with customers who will purchase merchandise~~ in ~~sufficient quantities.~~ Wedebt ~~have~~financing nofor ~~long-term~~construction ~~contracts~~of ortreatment ~~other~~equipment ~~contractual~~and ~~assurances~~not ofless ~~consulting~~than ~~services~~$5.0 ormillion ofin ~~supply,~~equity ~~pricing~~to orfinance ~~access~~operations toand ~~new~~working ~~products~~capital. WeOur ~~may~~ability ~~never~~to ~~develop~~obtain ~~sufficient~~adequate ~~consulting~~funding ~~services~~for ~~clients, which would negatively impact~~ our ~~proposed~~projects ~~operations.~~will ~~Also~~depend ~~because~~on ~~customers~~a variety of ~~merchandise often collect specific product lines~~factors, ~~our inability~~ toincluding ~~obtain~~the ~~particular~~adequacy ~~merchandise~~of onequity ~~consignment~~investment, ~~could~~the ~~have~~availability aand ~~material~~cost ~~adverse~~of ~~effect~~debt onfacilities ~~our financial condition~~ and ~~results~~the ofrevenue from operations. ~~There~~We ~~can~~may benot ~~no assurance that we will~~ be able to ~~acquire~~obtain ~~desired~~adequate ~~merchandise~~funding ~~in sufficient quantities~~ on terms ~~acceptable to~~ ~~us, or~~consistent ~~that~~with ~~an inability to~~our ~~acquire suitable~~expectations ~~merchandise, or the loss of one or more key sources of supply~~ to ~~us, will~~support ~~not have a material adverse effect on~~ our ~~financial~~development ~~condition~~ and ~~results~~construction ofplan ~~operations.~~in As a ~~result,~~timely ~~we may never become profitable~~manner. ~~An investor could lose his entire investment.~~

~~Intense~~ We ~~competition~~expect into ~~our~~rely ~~market~~on ~~could~~access ~~prevent~~to usthe ~~from~~credit ~~developing~~and ~~revenue~~capital ~~and~~markets ~~prevent~~to usfinance ~~from~~our ~~achieving~~projects ~~annual~~and ~~profitability~~our working capital requirements. InAccess ~~either~~to ~~situation,~~these wemarkets may ~~never~~be ~~become~~adversely ~~profitable,~~affected ~~fail~~by asfactors anbeyond ~~organization~~our control, ~~and~~including ~~our~~volatility ~~investors~~in ~~could~~securities ~~lose~~trading ~~some~~markets, orturmoil ~~all~~in ofthe ~~their~~financial ~~investment~~services industry and general economic conditions.

~~The~~ We ~~secondary~~also ~~market~~may ~~for~~need ~~fine~~additional ~~art, antiques~~financing ~~and~~for ~~collectibles~~a isvariety ~~intensely~~of ~~competitive. Competition is~~reasons, ~~expected~~ including to ~~intensify in~~ ~~the~~support ~~future, which~~ongoing ~~may~~operations ~~result~~(including inoperations ~~price reductions, fewer~~and ~~customer orders, reduced~~maintenance ~~gross~~expenses ~~margins~~at ~~and~~our ~~loss~~projects ~~of market share. We~~after ~~are~~operations ~~aware~~start), ofto apursue ~~number of~~new ~~other companies that~~project ~~are~~development ~~presently retailing~~opportunities, ~~fine~~to ~~art, antiques~~ attract and~~/or collectibles online. We~~ ~~believe~~retain ~~that~~qualified ~~there~~management ~~will~~and betechnical ~~an increasing~~and ~~number~~field ofpersonnel, ~~online retailers~~to ofestablish ~~fine~~an ~~art, antiques~~effective infrastructure and ~~collectibles~~ ofto ~~the~~acquire ~~types~~complementary webusinesses ~~offer~~or ~~and,~~technologies. inWe ~~the~~do ~~instance~~not ofcurrently ~~certain~~have ~~reproductions,~~a ~~identical~~credit facility to ~~the~~provide ~~reproductions~~short-term weborrowing ~~offer.~~capacity, ~~Some~~and ofwe ~~our~~do ~~competitors~~not ~~may~~currently behave ~~able~~sufficient toequity ~~secure merchandise~~investment ~~from~~to ~~suppliers~~support onongoing ~~more~~development ~~favorable~~operations. ~~terms,~~Future ~~fulfill~~financings ~~customer~~may ~~orders~~include ~~more~~terms ~~efficiently~~that ~~and~~disadvantage ~~adopt~~us ~~more~~or ~~aggressive~~restrict ~~pricing~~our operations or ~~inventory~~use ~~availability~~of ~~policies~~operating ~~than~~cash ~~we can~~flow.

~~Our~~ It ~~business~~also ~~has~~is apossible ~~seasonal~~that ~~fluctuation~~the inactual ~~sales~~costs to complete any one of our projects may be greater than anticipated, in which ~~can~~case ~~develop~~we ~~fluctuating~~may ~~quarterly~~be ~~results~~forced into raise additional funds to complete the project on terms that substantially reduce the value of the project to us. If we are unable to raise adequate funds or to raise adequate funds on terms acceptable to us, then we may have to delay, reduce or eliminate some or all of our ~~operations~~development and construction plans, liquidate some or all of our assets or transfer ownership of one or more of our projects to our lenders or strategic partners.

~~The gallery~~Indebtedness industry can be subject to seasonal variations in demand. For example, we expect that most of our operations will see the greatest demand during the winter holiday shopping period. Consequently, we expect to be most profitable during the fourth quarter of our fiscal year. Quarterly results may ~~also~~burden beus ~~materially~~with ~~affected~~high byinterest ~~the~~payments ~~timing of new product introductions, the gain or loss of significant customers or product lines~~ and ~~variations~~ inhighly ~~merchandise mix.~~restrictive ~~Accordingly,~~terms ~~our performance in any particular quarter may not be indicative of the results~~ that ~~can be expected for any other quarter or for the entire year. Significant deviations from projected demand for merchandise~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our ~~financial~~ ~~condition and quarterly or annual results of operations~~business.

We As ~~expect~~a matter of Company policy, our financial plans will limit our debt exposure to a reasonable level. However, a significant amount of indebtedness could increase the possibility that we may be ~~directly~~unable ~~affected~~to bygenerate ~~fluctuations~~sufficient inrevenues to service the ~~general~~payments ~~economy~~on indebtedness, when due, including principal, interest and other amounts.

~~Demand~~ The ~~for~~current ~~art~~global ~~and~~financial ~~other~~market ~~collectible merchandise~~conditions iswill ~~affected~~be byrelevant to the ~~general~~Company’s ~~economic~~ability ~~conditions~~to inraise ~~the~~funds ~~United~~and ~~States. When~~develop ~~economic~~and ~~conditions~~construct ~~are~~projects ~~favorable~~in ~~and~~the ~~discretionary income~~particular ~~increases, purchases~~markets ofin ~~non-essential~~which ~~items~~we ~~like art~~intend ~~and~~to ~~other~~be ~~collectible merchandise generally increase~~active. ~~When~~ ~~economic~~While ~~conditions~~the ~~are~~Company ~~less~~believes ~~favorable, sales~~that ofthe ~~art~~opportunity ~~and~~exists ~~other~~to ~~collectible are~~proceed ~~generally~~in ~~lower.~~spite Inof ~~addition~~these factors, wemajor ~~may~~market ~~experience more competitive pricing pressure during economic downturns. Therefore~~disruptions, ~~any~~recent ~~significant economic~~adverse ~~downturn or any future~~ changes in ~~consumer~~global ~~spending~~market ~~habits~~conditions ~~could~~and ~~have~~the aregulatory ~~material adverse~~climate ~~effect~~may onaffect our ~~financial condition~~ ~~and results of operations~~business.

-Our 17dependence -on third party service providers and suppliers may cause delays in the development and construction of our projects.

~~We expect our products to be subject to changes in customer taste.~~15

~~The~~ In ~~markets~~certain ~~for~~instances ~~our~~we ~~products are~~will ~~subject~~rely toentirely ~~changing customer~~on ~~tastes~~third ~~and~~parties ~~the need~~ to ~~create~~supply ~~and~~us ~~market~~with ~~new~~all ~~products. Demand~~of ~~for collectibles is influenced by~~ the ~~popularity~~ ~~of certain themes~~equipment, ~~cultural~~components and ~~demographic~~construction ~~trends, marketing~~services ~~and~~necessary ~~advertising expenditures and~~for ~~general~~the ~~economic~~development ~~conditions. Because~~and ~~these~~construction ~~factors~~of ~~can~~our ~~change rapidly, customer demand also can shift quickly~~projects. ~~Some~~ ~~collectibles~~As ~~appeal~~of tothe ~~customers~~date ~~for only a limited time. The success~~ of ~~new product introductions depends~~this ~~on various factors~~Report, ~~including~~we ~~product~~have ~~selection~~entered ~~and~~into ~~quality,~~only ~~sales~~one ~~and~~contractual ~~marketing~~arrangement ~~efforts,~~with ~~timely~~our ~~production~~sole ~~and~~manufacturer ~~delivery~~for ~~and consumer acceptance. We may not always be able to respond quickly and effectively to changes in customer taste and demand due to~~ the ~~amount~~construction of ~~time~~our ~~and~~equipment. ~~financial resources that~~As ~~may~~a beresult, ~~required to bring new products to market. If~~ we ~~were~~depend ~~to materially~~on ~~misjudge~~such ~~the market~~manufacturer, ~~certain~~ ofand ~~our~~any ~~consignments~~delay ~~may~~or ~~remain unsold. The~~difficulty ~~inability~~may toresult ~~respond quickly~~in ~~to market changes could have a~~ material ~~adverse~~ ~~effect~~delays onin our ~~financial condition and~~ ~~results of operations~~projects.

~~There~~ We ~~are~~may ~~risks~~have ~~associated~~difficulty obtaining agreements with anthird ~~internet~~party ~~marketing~~service ~~strategy~~providers and equipment and component suppliers on terms favorable or acceptable to us. Once a service or supply agreement is obtained, we cannot be sure that our third party service providers and equipment and component suppliers will provide their services or deliver equipment or components in a timely manner.

We ~~have not previously conducted marketing programs~~or ~~according~~our tocustomers ~~practices common~~may tobe ~~the~~unable ~~Internet~~to ~~industries, including~~obtain ~~practices such as the systematic measurement of the response rates generated from its databases~~ or ~~the~~maintain ~~categorization of entries in~~ the ~~databases~~regulatory ~~by past behavior. The costs for a new information technology system to effect such integration could be substantial~~permits, as ~~could~~approvals ~~the amount of time needed to acquire~~ and ~~implement such~~consents arequired ~~system. The inability~~ to ~~develop~~construct ~~the various databases successfully, or in a timely~~ and ~~cost~~operate ~~effective manner, could have a material adverse effect on~~ our ~~financial condition~~ ~~and results of operations~~projects.

We Our systems may be ~~affected~~required byto ~~sales~~obtain ~~tax~~numerous ~~considerations~~environmental and other regulatory permits and certifications from ~~various~~governmental ~~states~~agencies and authorities in order to construct and operate our projects. A number of these permits and certifications must be obtained before the start of construction of a project, while other permits are required to be obtained at or before the time of first operation, and still other permits must be obtained within prescribed time frames following commencement of initial operations. Any failure to obtain the necessary environmental permits and certifications on a timely basis could delay the construction or operation of our projects. In addition, once a permit or certification has been issued for a project, we must take steps to comply with each permit’s substantive conditions, which can include conditions as to timely commencement and completion of the project. Otherwise, the permit could be subject to revocation or suspension, or the Company could be exposed to penalties or other consequences, which could be significant. We also may need to modify existing permits to reflect changes in design or in project requirements, which modification could trigger a legal or regulatory review under a standard that may be more stringent than when the permits were originally granted.

~~Various states~~Claims ~~are increasingly seeking~~that tocurrent ~~impose sales~~ or ~~use~~future ~~taxes~~technologies onused ~~inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses. Complex legal issues arise~~ in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our ~~financial~~projects ~~condition~~infringe or ~~results~~misappropriate ~~of operations. In~~ the ~~future, we~~proprietary ~~may~~rights ~~be required to collect sales tax on sales made to customers in all~~ of ~~the~~others ~~states~~could inadversely ~~which~~affect ~~we conducts~~ our ~~operations.~~ability ~~The~~to ~~imposition~~use ofthose ~~sales~~technologies ~~taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition~~ and ~~results~~ ~~of operations in~~cause ~~the~~us ~~future. Any~~to ~~such~~incur ~~impact cannot~~additional ~~currently be quantified~~costs.

~~Our~~ We ~~proposed~~could ~~business~~be ~~will~~subject beto ~~concentrated~~third party infringement claims if third parties challenge our use of a particular technology, including our proprietary infrared thermal technology. Any litigation, regardless of its outcome, would likely result in ~~only two~~the ~~segments~~expenditure of significant financial resources and the diversion of management’s time and resources. In addition, litigation in which we are accused of infringement may cause negative publicity, adversely impact prospective customers and require us to develop non-infringing technology, make substantial payments to third parties or enter into royalty or license agreements, which may not be available on acceptable terms or at all.

WeIf ~~plan~~we toare beunable into protect the ~~art~~confidentiality ~~and~~of ~~collectibles~~sensitive ~~business~~information ~~through consignment sales over the Internet~~ and ~~in the consulting business for gallery management. Our proposed operations~~know-how, ~~even~~then ifour ~~successful,~~ability ~~will in all likelihood result in the operation of only two businesses. Our lack of diversity into a number of areas may subject us~~ to ~~economic~~develop, ~~fluctuations~~complete ~~within our particular businesses or industry~~ and ~~therefore~~operate ~~increase~~our ~~the~~projects ~~risks~~could ~~associated~~be ~~with~~materially ~~our~~adversely ~~proposed operations~~affected.

~~There~~ We ~~are~~believe ~~factors~~that ~~beyond~~the most important element of our ~~control~~intellectual property comes from the knowledge base of our management and employees, which consists of expertise and trade secrets obtained through many years of our management and technical team’s waste treatment systems operational experience. As a result, we consider our trade secrets, operational experience, processes and know-how to be one of our principal competitive strengths. We will seek to limit disclosure of these trade secrets, operational experience, processes and know-how by requiring employees, consultants and third parties with access to such information to execute confidentiality agreements and by restricting access to such information. We cannot be certain, however, that all of our existing employees will execute such agreements, and, if they choose not to do so, we will have no contractual recourse against them if they disclose our trade secrets, processes or know-how to third parties or otherwise use such intellectual property in connection with future employment. In addition, even if executed, these agreements may ~~adversely~~be ~~affect~~breached, and we may not have adequate remedies for any such breach. Furthermore, trade secrets may become known otherwise or be independently developed by third parties. To the extent that our employees, consultants or third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. ~~Our~~Such ~~investors~~disputes could ~~lose~~result ~~some~~in our having to enter into licensing arrangements that may require the payment of license fees or ~~all~~royalties to the owners of ~~their~~the ~~investment~~intellectual property. Such royalty or licensing arrangements, if required, may not be available on terms acceptable to us or at all.

Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing client preferences. Any of these problems, or a combination thereof, could have affect on our viability as an entity. We may never become profitable, fail as an organization, and our investors could lose some or all of their investment.16

~~Our~~ In ~~success~~addition, ~~will~~we bebelieve ~~dependent~~that ~~upon~~ our management’s ~~efforts~~team has been instrumental in the advancement of infrared and thermal desorption technologies through the improvement of such technologies and the operational process over their careers with us and other companies. WeAccordingly, ~~cannot~~our ~~sustain~~success ~~profitability~~in ~~without~~effectively protecting the ~~efforts~~confidentiality of our sensitive information and know-how will depend in large part on our ability to retain our current senior management. AnThe ~~investor~~loss of the services of certain members of our senior management team could ~~lose~~cause ~~his~~significant ~~entire~~harm ~~investment~~to our competitive position and technical capabilities, prevent or delay the development, construction and operation of our projects and damage our reputation.

Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of Ms. Nelson, our President, would harm our operations. We have no written employment agreements with Ms. Nelson. We have not obtained key man life insurance on the lives of any of our officers or directors.

- 18 -

We have no experience as a public company. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

We have never operated as a public company. We have no experience in complying with the various rules and regulations ~~which~~that ~~are~~apply ~~required~~to of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations ~~which~~that ~~are~~apply ~~required~~to of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

~~Our~~We ~~stock~~depend ~~has~~on aour ~~limited~~senior ~~public~~management, ~~trading market~~ and ~~there~~the isloss noor ~~guarantee~~unavailability aof ~~significant~~any ~~trading~~one ~~market~~of ~~will~~them ~~ever~~could ~~develop~~put ~~for~~us ~~our~~at ~~securities.~~a ~~You~~competitive ~~may not able to sell your shares when you want to do so, if at all~~disadvantage.

~~There~~ Our ~~has~~success ~~been~~depends on, ~~and~~among ~~continues~~other ~~to be~~things, athe ~~limited~~skills ~~public~~of ~~market~~certain ~~for~~key ~~our~~management ~~common~~and ~~stock.~~technical Wepersonnel, ~~trade~~including onR. ~~the~~Patrick ~~OTC~~Garrett, ~~Bulletin~~our ~~Board~~Chief ~~under~~Executive ~~the~~Officer, ~~trading~~and ~~symbol~~Roger ~~GMHC~~T. AnRichter, ~~active~~our ~~trading~~Chief ~~market~~Operating ~~for~~Officer. ~~our~~Messrs. ~~shares has~~Garrett ~~not,~~ and ~~may~~Richter ~~never~~each ~~develop~~have oremployment becontracts ~~sustained~~with us. IfWhile ~~you~~the ~~purchase~~contracts ~~shares~~for ofMessrs. ~~common~~Garrett ~~stock,~~and ~~you~~Richter ~~may~~contain ~~not~~provisions befor ~~able~~full-time toemployment, ~~resell~~there ~~those~~can ~~shares~~be atno orassurances ~~above~~that ~~the~~either ~~initial~~man ~~price~~will ~~you~~be ~~paid.~~able ~~The~~to ~~market~~provide ~~price~~his ofservices ~~our~~on ~~common~~a ~~stock~~full-time ~~may~~basis ~~fluctuate~~if ~~significantly~~needed. inThe ~~response~~loss toof ~~numerous~~the ~~factors,~~full-time ~~some~~services of ~~which~~either ~~are~~Mr. ~~beyond~~Garrett ~~our~~or ~~control,~~Mr. ~~including~~Richter ~~the~~could ~~following:~~adversely affect our business.

●RISKS ~~actual~~RELATING orTO ~~anticipated~~OUR ~~fluctuations~~BUSINESS inAND ~~our operating results;~~INDUSTRY

●Competition ~~changes~~ in ~~financial~~the ~~estimates~~markets byfor ~~securities~~oil ~~analysts~~and gas waste recycling or ~~our~~treatment ~~failure~~is tointense ~~perform~~and inlikely ~~line~~will ~~with~~persist ~~such~~and ~~estimates;~~intensify over time.

● We ~~changes~~compete indirectly ~~market~~and ~~valuations~~indirectly ofwith ~~other~~a ~~companies,~~number ~~particularly~~of ~~those~~companies that ~~market~~provide solutions and services that are competitive with all, some or part of our waste treatment solutions. Many of our potential competitors have greater brand name recognition than we do, and their products ~~such~~may asenjoy ~~ours;~~greater initial market acceptance among our potential customers. In addition, many of these competitors have significantly greater financial, technical, sales, marketing, distribution, service and other resources than we have and also may be better able to adapt quickly to changing demands and to changes in technology.

● If ~~announcements~~we bycannot usgenerate oreffective responses to our competitors’ ofbrand ~~significant~~power, innovations, ~~acquisitions~~pricing strategies, ~~strategic~~marketing campaigns, partnerships, ~~joint~~service ~~ventures~~networks and other initiatives, then our ability to gain market share or ~~capital~~market ~~commitments;~~acceptance for our products and services could be limited, our revenues and our profit margins may suffer, and we may never become profitable.

● We ~~departures~~face competition for our waste remediation services from many established oilfield service companies, including but not limited to Baker Hughes, Schlumberger, Halliburton, National Oilwell/Varco and Weatherford International. Each of ~~key~~our ~~personnel~~target markets currently is served by existing companies using various proprietary technologies. Because of their established relationships and broad scope of oilfield services, it may be difficult to replace such competitors from their existing customers.

AsIf ~~restrictions~~we ondo ~~resale~~not ~~end,~~properly ~~the~~manage ~~market~~foreign ~~price~~sales ofand operations, our ~~stock~~business could ~~drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them~~suffer.

~~Applicable~~ Such ~~SEC~~international ~~rules~~activities ~~governing~~may ~~the~~be ~~trading~~subject ofto ~~“Penny~~inherent ~~Stocks”~~risks, ~~limit~~including regulatory limitations restricting or prohibiting the ~~liquidity~~provision of our ~~common~~solutions ~~stock~~and services, ~~which~~unexpected ~~may~~changes ~~affect~~in ~~the~~regulatory ~~trading~~requirements, ~~price~~tariffs, customs, duties and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, fluctuations in currency exchange rates, foreign exchange controls that restrict or prohibit repatriation of ~~our~~funds, ~~common~~technology ~~stock.~~export ~~You~~and ~~may~~import ~~not~~restrictions ~~able~~or toprohibitions, ~~sell~~delays ~~your~~from ~~shares~~customs ~~when~~brokers ~~you~~or ~~want~~government toagencies, doseasonal soreductions in business activity and potentially adverse tax consequences resulting from operating in multiple jurisdictions. As a result, if atwe ~~all~~do not properly manage foreign sales and operations, our business could suffer.

Our common stock is currently not quoted in any market. If our common stock becomes quoted, we anticipate that it will trade well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.17

-We 19may -acquire technologies or companies in the future, and such acquisitions could disrupt our business and dilute our shareholders’ interests.

~~The~~ We ~~over-the-counter~~may ~~market~~acquire ~~for~~additional ~~stock~~technologies ~~such~~or asother ~~ours~~companies isin ~~subject~~the tofuture, ~~extreme~~and ~~price~~we ~~and~~cannot ~~volume~~provide ~~fluctuations.~~assurances ~~You~~that ~~may~~we ~~not~~will be able to ~~sell~~successfully ~~your~~integrate ~~shares~~their ~~when~~operations ~~you~~or ~~want~~that tothe docost ~~so,~~savings atwe ~~the~~anticipate ~~price~~will ~~you~~be ~~want,~~fully realized. Entering into an acquisition or atinvestment ~~all.~~entails many risks, any of which could materially harm our business, including:

~~The~~· ~~securities~~the diversion of ~~companies~~management’s ~~such~~attention asfrom ~~ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and~~ other ~~factors,~~business such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.concerns;

~~Buying~~· ~~low-priced~~the ~~penny~~failure ~~stocks~~to iseffectively ~~very~~assimilate ~~risky~~the ~~and~~acquired ~~speculative.~~technology, ~~You~~employees ~~may~~or ~~not~~other ~~able~~assets toof ~~sell~~the ~~your~~acquired ~~shares~~company ~~when~~into ~~you~~our ~~want to do so, if at all.~~business;

~~The~~· ~~shares being offered are defined as a penny stock under~~ the ~~Securities~~loss ~~and Exchange Act~~ of ~~1934,~~key ~~and~~employees ~~rules~~from ofeither ~~the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell~~ our ~~securities~~current tobusiness ~~persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000~~ or ~~individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by~~ the ~~broker-dealer.~~acquired ~~For~~business; ~~transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser~~ and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

We· dothe ~~not~~assumption ~~expect~~of tosignificant ~~pay~~liabilities ~~dividends~~of onthe ~~common~~acquired ~~stock~~company.

We If ~~have~~we ~~not~~complete ~~paid~~acquisitions, ~~any~~we ~~cash~~may ~~dividends~~dilute ~~with~~the ~~respect~~ownership toof ~~our~~current ~~common~~shareholders. ~~stock~~In addition, achieving the expected returns and itcost issavings ~~unlikely~~from ~~that~~our wepast and future acquisitions will ~~pay~~depend ~~any~~in ~~dividends~~part on our ~~common~~ability ~~stock~~to inintegrate the ~~foreseeable~~products ~~future.~~and ~~Earnings~~services, iftechnologies, ~~any~~research and development programs, ~~that~~operations, wesales ~~may~~and ~~realize~~marketing functions, finance, accounting and administrative functions and other personnel of these businesses into our business in an efficient and effective manner. We cannot ensure that we will be ~~retained~~able into do so or that the ~~business~~acquired ~~for~~businesses ~~further~~will ~~development~~perform at anticipated levels. If we are unable to successfully integrate acquired businesses, then our anticipated revenues may be lower, and ~~expansion~~our operational costs may be higher.

Currency conversion and exchange rate volatility could adversely affect our financial condition.

To the extent that we need to convert United States dollars into foreign currencies for our operations, appreciation of the foreign currency against the United States dollar could have a material adverse effect on our business, financial condition and results of operations.

Our strategy for growth may include teaming agreements, joint ventures, strategic alliances and mergers and acquisitions, which could be difficult to manage.

The successful execution of our growth strategy will depend on many factors, including identifying suitable companies, negotiating acceptable terms, successfully consummating the corporate relationships and obtaining the required financing on acceptable terms. We may be exposed to risks that we may incorrectly assess new businesses and technologies. We could face difficulties and unexpected costs during and after the establishment of corporate relationships.

Acquisitions could be foreign acquisitions, which would add additional risks, including political, regulatory and economic risks, related to specific countries as well as currency risks.

Our initial revenues are expected to be from a small number of customers, and the concentration of revenues among a few customers will potentially carry with it a credit risk.

We will be subject to credit risk associated with any concentration of our accounts receivable if we develop revenue relationships with a few customers. In that instance, if one or more of our customers were to significantly reduce or delay their payments to us or fail to pay us on a timely basis, then our business, financial condition and results of operations could be materially adversely affected.

Our insurance may not be sufficient.

We will carry insurance, including environmental pollution insurance, that we consider adequate having regard to the nature of the risks of doing business and costs of coverage. We may not, however, be able to obtain insurance against certain risks or for certain products or other resources located from time to time in certain areas of the world to the extent that we may be forced to rely on outside providers. Currently, we are not fully insured against all possible risks, nor are all such risks insurable. Thus, although we intend to maintain insurance coverage, such coverage may not be adequate.

Geopolitical conditions and global economic factors may adversely affect the Company.

Uncertain geopolitical conditions and global economic factors may adversely affect the Company’s operating results. Adverse factors affecting economic conditions worldwide have contributed to a general inconsistency in the oil and gas industry and may continue to adversely impact the Company’s business, resulting in reduced demand for oil and gas waste recycling. The current and ongoing uncertainty of the international economic situation, civil unrest, terrorist activity and military actions may continue to adversely affect global economic conditions. Economic and market conditions could deteriorate as a result of any of the foregoing reasons. The Company may experience material adverse effects on its business, operating results and financial condition as a consequence of the foregoing factors.

Terrorist attacks or sustained military campaigns may adversely impact our business.

The continued threat of terrorism and the impact of military and other actions could affect the operations of our customers on which we will be dependent. Furthermore, the United States government has issued public warnings that indicate that energy assets (such as oil wells) might be specific targets of terrorist organizations. The continuation of these developments may subject our operations to increased risks and, depending on their ultimate magnitude, could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Products and Technology

Failure to comply with applicable environmental and other laws and regulations could adversely affect our business and harm our results of operations.

We are subject to federal, state, local and foreign regulations governing the use, storage, handling and disposal of these materials and hazardous waste products that are generated. Although we believe that our procedures for using, handling, storing and disposing of hazardous materials comply with legally prescribed standards, we cannot completely eliminate the risk of contamination or injury resulting from hazardous materials, and we may incur liability as a result of any such contamination or injury. In the event of an accident, including a discharge of hazardous materials into the environment, we could be held liable for damages or penalized with fines, and the liability could exceed our insurance and other resources. We may incur expenses related to compliance with environmental laws. Such future expenses or liability could have a significant negative impact on our business, financial condition and results of operations. Further, we cannot assure you that the cost of complying with these laws and regulations will not materially increase in the future.

Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our machines and systems in a timely manner, and, as a result, our revenues would suffer.

Our success depends in large part on our ability to keep our machines and systems current and compatible with evolving technologies, codes and standards. Unexpected changes in technology or in codes and standards could disrupt the development of our machines and systems and prevent us from meeting deadlines for the delivery of our machines and systems. If we are unable to keep pace with technological advancements and adapt our products to new codes and standards in a timely manner, then our machines and systems may become uncompetitive or obsolete, and our revenues would suffer.

We may enter into third party licenses, which by their terms may limit or preclude us, as the case may be, in the exploitation of certain intellectual property rights.

Although we seek to retain sole ownership of the intellectual property we develop, any alliance with third parties may provide for shared intellectual property rights in certain situations. Where intellectual property is developed pursuant to our use of technology licensed from a third party, we may be required to commit to provide certain exclusive or non-exclusive licenses in favor of such third party, and in some cases the intellectual property may be jointly owned. We also may enter into agreements with other customers and partners that involve shared intellectual property rights. Developments made under these agreements could be available for future commercial use by any party to the agreement. If we do not adequately ensure our freedom to use certain technology, we may have to pay others for rights to use their intellectual property, pay damages for infringement or misappropriation and/or be enjoined from using such intellectual property.

We have not conducted formal evaluations to confirm that our technology, machines and systems do not or will not infringe on the intellectual property rights of third parties.

As a result, we cannot be certain that our technology, machines and systems do not or will not infringe on the intellectual property rights of third parties. If infringement were to occur, our development, manufacturing, sales and distribution of such technology, machines or systems may be disrupted.

Some of our proprietary intellectual property is not protected by any patent or patent application, and, despite our precautions, it may be possible for third parties to obtain and use such intellectual property without authorization.

The steps we have taken and may take in the future may not prevent misappropriation of our solutions or technologies, particularly in respect of officers and employees who are no longer employed by us or in foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States.

We may seek to protect our proprietary intellectual property through contracts, including, when possible, confidentiality agreements and inventors’ rights agreements with our customers and employees.

We intend to seek to protect proprietary intellectual property in part by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees, although such agreements have not been and may not be put in place in every instance. We cannot guarantee that these agreements will adequately protect our trade secrets and other intellectual property or proprietary rights. We cannot be sure that the parties that enter into such agreements with us will not breach them, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships.

Our failure to obtain or maintain the right to use certain intellectual property may negatively affect our business.

Our future success and competitive position depends in part on our ability to obtain or maintain certain proprietary intellectual property used in our solutions. This may be achieved, in part, by prosecuting claims against others who we believe are infringing our rights and by defending claims of intellectual property infringement brought by others. While we are not currently engaged in any intellectual property litigation, in the future we may commence lawsuits against others if we believe that they have infringed our rights, or we may become subject to lawsuits alleging that we have infringed the intellectual property rights of others. For example, to the extent that we have previously incorporated third party technology and/or know-how into certain systems for which we do not have sufficient license rights, we could incur substantial litigation costs, be forced to pay substantial damages or royalties or even be forced to cease operations in the event that any owner of such technology or know-how were to challenge our subsequent installation of such system (and any progeny thereof). In addition, to the extent that we discover or have discovered third party patents that may be applicable to machines or systems in development, we may need to take steps to avoid claims of possible infringement, including obtaining non-infringement or invalidity opinions and, when necessary, re-designing or re-engineering machines and/or systems. However, we cannot assure you that these precautions will allow us to successfully avoid infringement claims. Our involvement in intellectual property litigation could result in significant expense to us, adversely affect the development of our waste remediation intellectual property and divert the efforts of our technical and management personnel, whether or not such litigation is resolved in our favor. In the event of an adverse outcome in any such litigation, we may, among other things, be required to:

	·	pay substantial damages;
	·	cease the development, manufacture, use, sale or importation of machines or systems or components thereof that infringe on other patented intellectual property;
	·	expend significant resources to develop or acquire non-infringing intellectual property;
	·	discontinue processes or systems incorporating infringing technology; or
	·	obtain licenses to the infringing intellectual property.

We cannot assure you that we would be successful in any such development or acquisition or that any such license would be available upon reasonable terms, if at all. Any such development, acquisition or license could require the expenditure of substantial time and other resources and could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to our Common Stock

Our existing shareholders have substantial control over the Company and could limit and influence the outcome of key transactions, including changes in control of the Company.

Our current shareholders, if acting together, would be able to control or influence significantly all matters requiring approval by our shareholders, including the election of our directors and the approval of mergers or other significant corporate transactions. The concentration of ownership of our common stock may have the effect of delaying, preventing or deterring a change in control of the Company, could deprive our shareholders of an opportunity to receive a premium for their Common Stock as part of a sale of the Company and may affect the market price of our Common Stock. This significant concentration of stock ownership may adversely affect the trading price of our Common Stock due to investor perception that conflicts of interest may exist or arise.

Our Common Stock has not been widely traded, and the price of our Common Stock may fluctuate substantially.

To date, there has been a limited public market for shares of our Common Stock, with limited trading relating to the approximately 10,910,200 shares of our “public float.” An active public trading market may not develop or, if developed, may not be sustained. The current market price of our Common Stock and any possible subsequent listing on the NASDAQ Market or other securities exchange, if and when we are successful in doing so, will be affected by a number of factors, including those discussed above.

Future sales of our Common Stock by existing shareholders could cause our stock price to decline.

If our existing shareholders sell substantial amounts of our Common Stock in the public market, then the market price of our Common Stock could decrease significantly. The perception in the public market that our shareholders might sell shares of Common Stock also could depress the market price of our Common Stock. There are 45,380,200 shares of our Common Stock outstanding, of which approximately 10,910,200 shares are freely tradable currently. The balance of our shares is held by affiliates and contain certain restrictions on resale. We may in the future issue and register additional shares of our Common Stock that might be freely transferable at the time of such transaction.

A decline in the price of shares of our Common Stock might impede our ability to raise capital through the issuance of additional shares of our Common Stock or other equity securities.

We do not expect to pay dividends in the foreseeable future, and any return on investment may be limited to the value of our Common Stock.

We do not anticipate paying dividends on our Common Stock in the foreseeable future. The payment of dividends on our Common Stock will depend on our earnings, financial condition, opportunities to invest in the growth of our business and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, then our Common Stock may be less valuable because a return on investment will occur only if our stock price increases.

We are authorized to issue Preferred Stock, which could adversely affect the value of shares of our Common Stock.

Our Articles of Incorporation, as proposed to be amended, authorize us to issue up to 20,000,000 shares of Preferred Stock. Our Board of Directors could designate and issue Preferred Stock, in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by shareholders. Terms of Preferred Stock could include voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The designation of Preferred Stock could have a material adverse effect on the rights of holders of our Common Stock and therefore could reduce the value of shares of our Common Stock. In addition, specific rights granted to future holders of Preferred Stock could be used to restrict our ability to merge with, or sell our assets to, a third party. The ability of our Board of Directors to issue Preferred Stock could have the effect of rendering more difficult, delaying, discouraging, preventing or rendering more costly an acquisition of our Company or a change in control of our Company, thereby preserving control of our Company by current management.

Our Common Stock is deemed to be a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our Common Stock is deemed to be a “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This classification reduces the potential market for our Common Stock by reducing the number of potential investors. This would be detrimental to the development of active trading in our Common Stock and make it more difficult for investors in our Common Stock to sell shares to third parties or to otherwise dispose of them. This also could cause our stock price to decline or impede any increase in price. Penny stocks are stocks:

	·	with a price of less than $4.00 per share;
	·	that are not traded on a “recognized” national exchange; or
	·	in issuers with net tangible assets less than $2 million (if the issuer has been in continuous operation for at least three years) or $10 million (if the issuer has been in continuous operation for less than three years), or with average revenues of less than $6 million for the last three years.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many broker-dealers will not offer penny stocks to their clients. Moreover, many investors are disinclined to purchase penny stocks.

If we raise additional funds through the issuance of equity or convertible debt securities, your ownership will be diluted.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing shareholders will be reduced, and new securities may contain certain rights, preferences or privileges that are senior to those of our Common Stock. Furthermore, any additional equity financing may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to certain business matters.

Grants of stock options and other rights to our employees may dilute your stock ownership.

We plan to attract and retain employees in part by offering stock options and other purchase rights for a significant number of shares of our Common Stock. We intend to grant stock options to certain officers and directors of the Company. The issuance of shares of Common Stock pursuant to such stock options, and stock options issued in the future, will have the effect of reducing the percentage of ownership in our Company of our then existing shareholders.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

- 20 -

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

~~None~~ No matter was submitted to a vote of security holders during the period covered by this Report.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

The following financial information is filed as part of this ~~report~~Report:

(a) (1) FINANCIAL STATEMENTS

(2) SCHEDULES

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
21.1*	List of Subsidiaries
4.1**	2012 Stock Incentive Plan
31.1	Certification of CEO/CFO pursuant to Sec. 302
4.2**	Form of Stock Option Agreement
32.1	Certification of CEO/CFO pursuant to Sec. 906
10.1***	Employment Agreement with R. Patrick Garrett
10.2***	Employment Agreement with Roger T. Richter
10.3***	Employment Agreement with Allen H. Adams
10.4***	Employment Agreement with Kyle Estes
10.5***	Contribution Agreement with R. Patrick Garrett and Mary Anne Garrett
10.6***	Contribution Agreement with Roger T. Richter
10.7***	Consulting Agreement with Black Label Industries, Ltd.
10.8***	Form of Proprietary Information and Invention Assignment Agreement
21.1	List of Subsidiaries
31.1	Certification of CEO pursuant to Sec. 302
31.2	Certification of CFO pursuant to Sec. 302
32.1	Certification of CEO pursuant to Sec. 906
32.2	Certification of CFO pursuant to Sec. 906

* Previously filed with Form SB-2 Registration Statement, January 28, 2008.

~~Reports~~ ** Previously filed with Current Report on Form 8-K. Nofiled ~~reports~~with ~~have~~the ~~ever~~Commission ~~been~~on ~~filed~~March ~~under~~7, ~~cover of Form 8-K~~2012.

- *** Previously 21filed with Current Report on Form 8-K filed with the Commission on March 2, 2012.

The Company has filed no Reports on Form 8-K during the fiscal quarter ended February 29, 2012.

SIGNATURES

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

	Gallery Management Holding Corp.
Date: October 20, 2011	By:	/s/ Darlene Nelson Darlene Nelson Chief Executive Officer Chief Financial Officer
Date: April 17, 2012	By:	/s/ R. Patrick Garrett R. Patrick Garrett Chief Executive Officer
Date: April17, 2012	By:	/s/Allen H. Adams Allen Adams Chief Financial Officer

~~- 22 -~~24

Filing Compare · T5 Corp.