UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington, D.~~SECURITIES C.AND ~~20549~~EXCHANGE COMMISSION

~~[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended May 31~~Washington, ~~2009~~D.C. 20549

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange Act

FORM 10-K

~~Commission file~~(Mark ~~number 333-145730~~One)

PRINCIPLE SECURITY INTERNATIONAL, INC.

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended		December 31, 2010
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from		[ ] to [ ]
		Commission file number 333-145730

LEEWARD GROUP HOLDINGS INC. (Exact name of registrant as specified in its charter)

Nevada

Nevada		98-0538119
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(State or other jurisdiction of incorporation or organization)

65 S. Main Street, Suite A300, Pennington, New Jersey		08543
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		609.216.7938

~~Unit B~~Securities –registered ~~2015~~pursuant ~~Burrard~~to ~~Street~~Section 12(b) of the Act:

~~Vancouver, British~~Title ~~Columbia~~of Each Class Name of Each Exchange On Which Registered N/A N/A

~~Canada V6J~~Securities ~~3H4~~registered pursuant to Section 12(g) of the Act:

(Address of principal executive offices, including zip code.)

N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
						Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
						Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
						Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
					Yes  No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
						¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	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

~~(778) 233~~The aggregate market value of Common Stock held by non-~~3562~~affiliates of the Registrant on June 30, 2010 was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

~~(Registrant's telephone~~Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 100,000,000 ~~including~~as ~~area~~of ~~code)~~April 12, 2011

~~Securities registered~~DOCUMENTS ~~under~~INCORPORATED ~~Section~~BY ~~12(b) of the Exchange Act:~~REFERENCE

~~Title of each class registered:~~ None ~~Name of each exchange on which registered: None~~.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.00001

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

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

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

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

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

On May 31, 2009 and August 20, 2009, we had 8,518,000 shares of voting common stock issued and outstanding.

The aggregate market value of the voting common stock held by non-affiliates (6,018,000 shares of voting common stock) as of May 31, 2009 and August 20, 2009, the date of the filing of this annual report, computed at the par value of the stock of $0.00001 was $60 assuming solely for the purposes of this calculation that the directors and executive officers of the issuer are “affiliates”. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Some exhibits required to be filed hereunder, are incorporated herein by reference to our original Form SB-2 Registration Statement, filed under our SEC File No. 333-145730 on August 27, 2007, and our Annual Report on Form 10-K for the fiscal year ended May 31, 2008, both of which can be found in their entirety on the SEC website at www.sec.gov.

Available Information

TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	(Removed and Reserved)	11
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	37
Item 9A.	Controls and Procedures	37
Item 9B.	Other Information	38
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	42
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	Principal Accounting Fees and Services	45
Item 15.	Exhibits, Financial Statement Schedules	45

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the U.S. Securities and Exchange Commission (SEC) are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

TABLE OF CONTENTS

		Page
ITEM 1.	Description of Business	4
ITEM 1A.	Risk Factors	5
ITEM 1B.	Unresolved Staff Comments	5
ITEM 2.	Description of Properties	5
ITEM 3.	Legal Proceedings	6
ITEM 4.	Submission of Matters to a Vote of Security Holders	6
	PART II
ITEM 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
ITEM 6.	Selected Financial Data	7
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	7
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
ITEM 8.	Consolidated Financial Statements and Supplementary Data	10
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
ITEM 9A.	Controls and Procedures	29
ITEM 9B.	Other Information	30
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	30
ITEM 11.	Executive Compensation	32
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	33
ITEM 14.	Principal Accounting Fees and Services	33
	PART IV
ITEM 15.	Exhibit List and Reports on Form 8-K	34
	Signatures	35
	Exhibit Index	36

PART I

~~ITEM~~ Item 1. ~~DESCRIPTION OF BUSINESS~~ Business

~~History~~ This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of ~~Operations~~these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

WeAlthough ~~were incorporated~~we inbelieve that the ~~State~~expectations ofreflected ~~Nevada~~in onthe ~~November~~forward-looking ~~27,~~statements ~~2006. We~~ are ~~still~~reasonable, inwe ~~the development~~cannot ~~stages~~guarantee offuture ~~our~~results, ~~business~~levels ~~and~~of ~~have~~activity, ~~not~~performance ~~yet~~or ~~generated any revenues to date~~achievements. ~~Through~~Except ~~our~~as ~~wholly~~required ~~owned~~by ~~Canadian~~applicable ~~subsidiary~~law, ~~Principle~~including ~~Security International~~the ~~Incorporated,~~securities welaws ~~are~~of ~~working towards~~ the ~~establishment~~United ~~of a customer service oriented security firm specializing in uniformed guard services~~States, ~~private~~we ~~investigations~~do ~~and~~not aintend ~~training~~to ~~facility~~update ~~for~~any ~~security~~of ~~personnel. Our~~the ~~sole~~forward-looking ~~officer~~statements ~~and~~to ~~director~~conform ~~has~~these ~~been~~statements ~~building a database of potential clients and continues~~ to ~~actively~~ ~~contact~~actual ~~businesses in hopes of securing a contract in the near future~~results.

Our ~~auditors~~ ~~have~~financial ~~issued~~statements usare astated ~~going~~in ~~concern~~United ~~opinion,~~States ~~which~~Dollars ~~means~~(US$) ~~that~~and ~~there~~are ~~is substantial~~prepared ~~doubt~~in ~~that~~accordance wewith ~~can~~United ~~continue~~States asGenerally anAccepted ~~on-going~~Accounting ~~business for the next twelve months unless we obtain additional capital to pay our bills~~Principles. We do not anticipate generating any revenues until we secure a contract to provide our security guard services. Accordingly, we must raise cash from sources other than the sale of our services. Our only other source for cash at this time is investment by others, through bank loans or through equity sales of our securities.

AtIn ~~May 31,~~this ~~2009,~~annual ~~we only had $1~~report,~~496~~ inunless ~~cash~~otherwise ~~in the bank and an accumulated deficit of $149~~specified,~~673~~ ~~since~~all ~~inception.~~dollar Weamounts ~~expect~~are toexpressed ~~generate operating~~in ~~losses~~United ~~during~~States ~~some~~dollars orand all ofreferences ~~our~~to ~~planned~~“common ~~development~~shares” ~~stages,~~refer ~~which raises substantial doubt about our ability~~ to ~~continue~~the ascommon ashares ~~going~~in ~~concern. We believe that we cannot sustain~~ our ~~operations from existing working~~ capital ~~and operations over the next 12 months without raising additional capital either from sales of our securities or through bank or other loans~~stock. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise money when needed. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities.

~~Since inception,~~As weused ~~issued~~in ~~8,518,000~~this ~~shares~~current ofreport ~~common~~and ~~stock~~unless ~~via~~otherwise ~~private placement for cash proceeds of $78~~indicated,~~700.~~ Onthe ~~November~~terms ~~28, 2006,~~ "we ~~issued 2~~",~~500,000~~ ~~shares~~"us" ~~of common~~and ~~stock through a private placement pursuant to Reg. S of the Securities Act of 1933 to~~ "our" ~~sole~~mean ~~officer~~Leeward ~~and~~Group ~~director,~~Holdings MrInc. ~~Charles Payne in consideration of $2,500. On February 23, 2007, we completed a private placement of 5,800,000 shares of common stock pursuant to Reg. S of the Securities Act of 1933~~ and ~~raised~~ ~~$43,500.~~our ~~On May 8~~subsidiaries, ~~2007,~~unless weotherwise ~~completed an additional private placement of 218,000 shares of common stock pursuant to Reg~~indicated. ~~S of the Securities Act of 1933 and raised $32,700.~~

~~All~~General ~~of the issued and outstanding shares of common stock were issued pursuant to Reg. S of the Securities Act of 1933. All transactions closed outside the United States of America with non-US persons.~~Overview

~~Principal Products/Services~~We ~~Description~~were incorporated in the State of Nevada on November 27, 2006. We have been a development stage company. Through our wholly-owned Canadian subsidiary, Principle Security International Incorporated, we were working towards the establishment of a customer service oriented security firm specializing in uniformed guard services, private investigations and a training facility for security personnel. We have not yet generated or realized any revenues from our business operations.

~~Through~~ Since inception, we had been implementing the early phases of our ~~wholly~~business ~~owned~~plans, ~~Canadian~~including ~~subsidiary~~the establishment of our office, ~~Principle~~making ~~Security~~application ~~International Incorporated~~for our security business license, wemaking ~~are~~application ~~working~~and ~~towards~~scouting locations for our accredited security training facility, making application for our surety bond, registering the ~~establishment~~URL address necessary to create our website, building a database of potential clients, commencing interviews to hire a ~~customer~~salesperson, ~~service oriented~~designing ~~security~~our ~~firm~~corporate ~~specializing~~logos/badges inand ~~uniformed~~ordering ~~guard~~uniforms. On ~~services~~December 15, ~~private investigations~~2006, we obtained our surety bond in the amount of as required by the Private Investigators and aSecurity ~~training~~Agencies ~~facility~~Act. This bond enabled us to make application for a security ~~personnel~~business license. On January 3, 2007, we were granted our security business license. On September 8, 2008, we received a two-year approval to operate a security training school under the name “Principle Security Training Academy”.

~~Uniformed Guard~~However, ~~Services~~we have not been able to achieve commercially viable operations for our proposed security company business and as a result had been investigating further opportunities to maintain and enhance shareholder value.

~~Specifically~~ On May 28, 2010, we ~~plan~~entered into a share exchange agreement with Leeward Group, Inc., a Delaware corporation, and the shareholders of Leeward Group, Inc. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common shares in the capital of Leeward Group, Inc. also occurred on May 28, 2010. In accordance with the closing of the share exchange agreement, we issued 65,000,000 shares of our common stock to ~~implement~~the ~~two~~former ~~main~~shareholders ~~revenue~~of ~~streams~~Leeward Group, ~~static~~Inc. ~~guards~~in exchange for the acquisition, by our company, of all of the 12,105,802 issued and ~~mobile guards~~outstanding shares of Leeward Group, Inc.

1. Static Guards- A static guard is one who mans a post such as in an office building or a shopping mall. These guards will be billed on an hourly basis with the rate starting at C$23.00 per hour. There will be some variety in guard packages available which will be reflected in billing rates:3

~~Guard~~Our ~~Profile~~Current A: This is referred to as a “high profile guard”. The uniform will consist of a bomber jacket, collared shirt, cargo pants and boots. This type of service will be used at sites where a high deterrent factor is required and there is a need for security to be readily apparent. Examples of this would be shopping malls, campuses, hospitals and community patrols. All of these uniforms will have company logos and multiple badges clearly identifying staff as security. This type of guard package will be the standard one provided by PSI and will be billed at the base rate.Business

~~Guard~~As ~~Profile~~of B:the ~~This~~closing ~~is referred~~date toof asthe ashare ~~“low~~exchange ~~profile~~agreement ~~guard”.~~on ~~This~~May ~~uniform~~28, ~~will~~2010 ~~include~~we acommenced ~~blazer,~~the ~~dress pants,~~business ~~dress~~of ~~shoes and~~ a ~~shirt~~diversified ~~and~~retail ~~tie.~~insurance ~~Typically,~~agency ~~this~~and ~~presentation~~risk ~~will~~consulting ~~be used~~group. We atsell ~~sites such as office buildings~~property, ~~conventions~~casualty, ~~annual~~life ~~general~~and ~~meetings~~health ~~and other~~insurance ~~places~~products ~~where~~to acustomers; ~~more~~we ~~subtle~~create ~~approach~~and isadminister ~~needed.~~insurance ~~Jackets~~programs ~~will~~and ~~have~~risk ~~logos visible~~management toservices ~~facilitate~~including ~~identification~~reinsurance brokerage. We act as ~~security~~a ~~staff~~broker ~~but~~or ~~they~~agent. We ~~will~~do not beassume ~~as obvious~~any asunderwriting ~~the~~risks. We ~~“high~~provide ~~profile”~~our ~~uniform.~~customers ~~There~~with isinsurance ~~typically~~contracts ~~less~~underwritten ofby ainsurance ~~demand~~companies ~~for this~~that ~~service~~assume ~~and~~the ~~billing~~underwriting ~~will~~risks. We ~~start~~are atheadquartered ~~base~~in ~~and~~Pennington, beNew ~~discounted from there~~Jersey.

Our insurance agency and program business provides a broad range of insurance products and services to commercial, professional and individual customers. We have multiple locations in the northeast to provide sales and servicing for our customers. The categories of insurance we principally sell include: property insurance relating to physical damage to property; casualty insurance relating to legal liabilities, workers’ compensation, commercial and private passenger automobile coverages; and fidelity and surety bonds. In addition, we sell and service group and individual life, accident, disability, health, hospitalization, medical and dental insurance.

Our program business markets specialty products and services to associations, industries and businesses. We have three insurance programs: 1) hotel umbrella insurance for franchise hotels; 2) personal umbrella for lawyers; and 3) mobile phone insurance program for telecommunications companies.

Our Franchise Hotel Umbrella program provides umbrella insurance policies for limited service franchise hotels and motels and offers limits of $5 Million, $10 Million and $15 Million.

Our Personal Umbrella Product for Lawyers provides personal umbrella insurance for lawyers with limits to $10 Million.

Our Cellphone Program provides coverage for loss, theft or accidental damage to a cellphone. It is distributed to consumers through rural telecommunications companies nationwide.

We are compensated for our services primarily by the commissions received from the sale of insurance contracts to our clients. The commissions are usually a percentage of the insurance premiums paid by the insured. Commission rates generally vary with the type of insurance sold and the insurance company that underwrites the insurance policy. We may also receive a “profit sharing contingent commission” from an insurance company which is primarily based on the underwriting results, growth, overall volume and/or retention. The amount of revenue from commissions and fees fluctuates based on factors such as insurance premiums, retention rates of existing customers, growth rates of new customers, and the type of insurance.

Competition

Competition in the insurance intermediary sector is based on quality of service, price of insurance premiums, policy coverage and innovation. Overall the insurance intermediary industry is a highly competitive industry with multiple distribution channels. There are numerous firms providing insurance intermediary services: brokers, financial institutions, independent insurance agents, and insurance companies through direct sales, internet sales and captive insurance agents. A number of large regionally based insurance intermediaries with substantially greater resources and market presence compete with us in the northeast United States and elsewhere.

In 2009, the US Insurance Industry had net premiums written of $934 billion with approximately, 45% in Property and Casualty insurance premiums written and 55% in Life and Health insurance premiums. There were 2,737 Property and Casualty insurance companies and 1,106 Life and Health insurance companies in the United States. There are 2.2 million people employed in the insurance industry with 886,700 employed in the insurance intermediary sector. It is estimated, Independent Insurance Agents and Brokers of America in their 2008 Agency University Study released in 2009 that there are approximately 37,500 independent insurance agencies in the United States. Of that it is estimated that 17% of the independent insurance agencies (6,375) had commission revenue less than $150,000; 54% of the agencies (20,250) had commission revenues between $150,000 and $1.25 million. It is further estimated that 13% of the agencies (4,875) had revenues between $1.25 million and $2.5 million; and 14% of the agencies (5,250) had revenues between $2.5 million and $10 million.

~~Guard~~The ~~Profile~~distribution C:of ~~This~~insurance ~~service will~~distribution bechannels ~~very~~are ~~low~~segmented ~~key and the uniform is referred to~~ as ~~“business~~follows: ~~attire”.~~direct ~~This consists~~sales- ofinsurance acompany ~~conservative~~sales ~~suit,~~to ~~shirt~~customers; ~~and~~captive ~~tie~~insurance ~~with~~agency- ~~dress~~agencies ~~shoes.~~owned ~~This~~by ~~format will~~or befranchised ~~used~~by ~~when~~insurance ~~absolute~~companies ~~discretion is required and will only be available to clients~~ that ~~truly~~market ~~need~~ the ~~service.~~insurance ~~There~~company’s ~~will~~products beand ~~no logos or badges visible~~services; ~~instead~~ ~~staff~~and ~~will~~the ~~wear~~independent ainsurance ~~discreet~~agency- ~~lapel~~agencies ~~pin~~that ~~identifying~~are ~~them~~independently asowned ~~security personnel.~~that ~~This~~market ~~will~~multiple ~~only~~products befor ~~available~~multiple atinsurance acompanies, ~~premium~~and ~~rate~~Internet.

2. Mobile Guards -There will be two different forms of mobile security available. The first will be mountain bike patrols and the second will be vehicle patrols. There are two functions that Mobile will provide:Distribution

A)Our ~~Patrols:~~products Often a client’s situation does not necessitate security staff on site 24/7. An effective compromise that will deliver a solid security presence is mobile patrols. Typically mobile patrols occur only after regular business hours. The client will specify, after consultation with PSI staff, when patrols are ~~required.~~distributed ~~A time~~through ~~window,~~our ~~usually~~retail ~~consisting~~agencies ofand ~~several~~insurance ~~hours,~~producers; ~~will be decided on~~ and ~~the mobile~~our ~~patrol,~~insurance ~~which~~programs ~~may take only 20 – 30 minutes, will be conducted in that window at a different time every day. Mobile patrols~~ are ~~often~~distributed ~~used~~on ~~in conjunction with~~ a ~~static~~wholesale ~~guard.~~basis ~~The~~through ~~static~~non-affiliated ~~guard~~insurance ~~maintains~~agencies ~~site security during business hours~~ and ~~mobile patrols take over for the remainder of the night~~associations.

~~Billing~~We ismarket ~~dependant~~our onproducts ~~how~~through ~~long~~referrals, itsignage, ~~takes~~electronic tomarketing ~~patrol~~through the ~~site~~internet, ~~according~~lead toand ~~the client’s~~appointment ~~criteria.~~setting ~~The standard is C$0~~services.75 Our ~~per~~internet ~~minute~~capabilities ~~with~~allow aus ~~minimum~~to ~~billing~~provide ~~of 15~~an ~~minutes~~insurance ~~which~~indication ~~includes five minutes~~ for ~~travel~~a ~~time~~potential ~~and~~customer ~~five~~in minutes ~~for report writing~~.

B)We ~~Alarm/Crisis Response: Alarm systems in the home and office~~ are ~~becoming~~licensed ~~very~~individually common. In many areas the police will not respond when the alarm is set off unless it has been verified by a third party to be an actual break and enter. Our Mobile staff will attend to and properly investigate the site when an alarm has been triggered. They will then proceed to either contact the authorities or ~~whomever~~corporately ~~the~~in ~~client dictates~~50 ~~depending~~states onwith ~~the~~offices ~~situation.~~in ~~Our~~New ~~service~~Jersey, ~~will~~New beYork, ~~available~~Rhode 24Island ~~hours a day~~ and ~~will deliver true peace of mind~~Massachusetts.

~~Billing~~Governmental for alarm/crisis response will either be on a per attendance basis or as an ongoing security subscription. The attendance fee of C$50.00 allows for 30 minutes of on site time which is sufficient to conduct the majority of alarm investigations. Should the attendance require more time then any additional minutes will be billed at the patrol rate of C$0.75 per minute. If clients prefer they can be billed C$10.00 per month, with a minimum 1 year contract, which allows them three alarm investigations per year. If the investigation takes longer than 30 minutes then extra time is billed as above. Subsequent alarm investigations would be billed as an attendance.Regulations

~~Private Investigation~~The ~~Services~~insurance industry is a state-regulated industry. Insurance laws are enacted, amended and adjudicated on a state level. Given our business is concentrated in a few states, we have a greater risk exposure to unfavorable changes in the regulatory environment, laws, judicial decisions, adverse economic conditions, natural or other disasters in those states than more geographically diversified insurance intermediaries.

~~The primary~~We ~~market~~are ~~for~~licensed ~~private~~individually ~~investigations~~or ~~services~~corporately in ~~British~~50 ~~Columbia~~states iswith ~~fraud investigations~~offices ~~through~~in ~~the~~New ~~Insurance~~Jersey, ~~Corporation~~New ofYork, ~~British~~Rhode ~~Columbia~~Island ~~(ICBC)~~ and ~~the~~ ~~Worker’s~~Massachusetts. We ~~Compensation~~and/or ~~Board~~designated ~~(WCB).~~employees Inmust ~~order~~be licensed to ~~conduct~~act ~~such~~as ~~investigations it~~agents isor ~~required~~brokers ~~that~~by ~~each~~state ~~private~~regulatory ~~investigator~~authorities ~~(PI)~~in ~~and~~states ~~the~~in ~~private~~which ~~investigation company~~we beconduct ~~vetted~~business. Regulations ~~through~~and ~~these~~are ~~agencies~~often ~~own~~complex ~~special~~and ~~investigative~~vary ~~units~~by ~~(SIU)~~state. ~~Once~~ All ~~the~~applicable ~~vetting~~laws ~~process~~and isregulations ~~complete,~~are asubject ~~vendor~~to ~~number~~interpretation, ischange ~~issued~~ and/or amendment by the ~~company can~~individual ~~now~~state ~~pursue~~regulatory ~~contracts~~and/or legislative governing bodies. Such ~~Other~~regulatory ~~private~~authorities ~~investigative~~have ~~services~~broad ~~will~~discretion beas ~~offered on~~to agranting, ~~limited~~renewing ~~per~~and ~~case~~revoking ~~basis~~licenses; ~~mainly~~issuing tofines ~~existing~~and/or ~~clientele~~penalties. The ~~Through~~possibility ~~our~~exists ~~President, Charles~~that ~~Payne,~~ we ~~currently~~and/or ~~have~~our ~~relationships~~employees ~~with~~could ~~accredited~~be ~~PIs~~excluded ~~who~~or ~~are available~~temporarily ~~immediately~~suspended iffrom ~~needed~~conducting asinsurance ~~subcontractors.~~intermediary ~~All~~services ~~investigations~~and/or ~~will~~all ~~be billed~~of atour ~~approximately~~activities ~~C$95.00~~by ~~per~~a ~~hour~~particular state.

~~Accredited Training~~Research ~~School~~and ~~for Security Personnel~~Development

In order to better control quality and delivery of the product, we will also maintain an accredited security training facility. The main courses that will be taught will be the required Basic Standards Training 1 and 2 that all contract guards must pass in order to be licensed. We ~~anticipate~~have ~~charging~~incurred ~~a fee of C~~$~~350~~Nil ~~per~~in ~~student to~~research ~~offer both courses. Other courses will be offered to clients according to their needs~~ and ~~special~~development ~~courses~~expenditures ~~can~~over bethe ~~designed~~last totwo ~~meet~~fiscal ~~specific requirements~~years. ~~These courses will be billed on a per course basis that will be determined later.~~

~~ITEM 1A. RISK FACTORS~~Employees

WeAs ~~are~~of ~~a smaller~~December ~~reporting~~31, ~~company~~2010 aswe ~~defined~~had by13 ~~Rule~~full ~~12b-2~~time equivalent employees employed in our subsidiaries. None of ~~the~~our ~~Exchange~~employees ~~Act~~are represented by a labor union, and ~~are not~~we ~~required~~consider toour ~~provide~~relations ~~the~~with ~~information~~our ~~required~~employees ~~under~~to ~~this~~be ~~item~~satisfactory.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~Customers

~~None~~For the year ended December 31, 2010, approximately 21.4%, of our total revenues were derived from insurance policies underwritten by four separate insurance companies. If one or more of these insurance companies were to seek to terminate their contract with us, we believe that other insurance companies are available to underwrite the business, although some additional expense and loss of market share could possibly result. No other insurance company accounts for 5% or more of our total revenues. No material part of our insurance agency and program business is attributable to a single customer. During 2010, commissions and fees from our largest single customer represented one percent of the total commissions and fees revenue.

ITEM 2. PROPERTIES

We do not currently own any real estate or other property.

~~ITEM 3. LEGAL PROCEEDINGS~~Subsidiaries

WeAs ~~know~~ of nothe ~~material,~~date ~~active~~of orthis ~~pending~~Annual ~~legal proceedings against us~~Report, ~~nor are~~ we ~~involved~~ ashad athree ~~plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors~~subsidiaries, ~~officers~~Leeward ~~or affiliates~~Group, ~~or any registered beneficial shareholder are an adverse party or has a material interest adverse to us~~Inc. ~~From time to time~~, weSangamon ~~may be a party to certain legal proceedings in the ordinary course of business~~Associates, ~~including proceedings relating to the enforcement of our rights under contracts with our portfolio companies~~Inc. ~~While~~ ~~the~~and ~~outcome~~Flagship ofInsurance ~~these legal proceedings cannot be predicted with certainty~~Agency, we ~~do not expect that these proceedings will have a material effect upon our financial condition or results of operations~~Inc.

~~ITEM 4. SUBMISSION~~Intellectual ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~Property

~~During the~~We ~~fourth~~do ~~quarter~~not own, ~~there~~either ~~were~~legally noor ~~matters~~beneficially, ~~submitted~~any topatent aor ~~vote of our shareholders~~trademark.

~~PART II~~Item 1A. Risk Factors

~~ITEM 5. MARKET~~Our ~~FOR~~business ~~COMMON~~operations ~~STOCK~~are ~~AND~~subject ~~RELATED~~to ~~STOCKHOLDER MATTERS~~a number of risks and uncertainties, including, but not limited to those set forth below:

~~setting forth~~Risks ~~the~~Related ~~high~~to ~~and~~our ~~low closing prices of the common stock for the fiscal years ended May 31, 2009 and 2008, as reported by Nasdaq, has been omitted.~~Business

~~Signature~~Volatility ~~Stock~~or ~~Transfer,~~declines ~~Inc.~~in ~~PMB~~premiums ~~317,~~or ~~2220~~other ~~Coit~~adverse ~~Road,~~trends ~~Suite 480,~~in ~~Plano,~~the TXinsurance ~~75075,~~industry ~~Telephone:~~may ~~(972)~~seriously ~~612-4120;~~undermine ~~Facsimile: (972) 612-4122 is the transfer agent for~~ our ~~common~~company’s ~~stock~~profitability.

~~Stockholders~~Our company derives much of its revenue from commissions and fees for its brokerage services. Our company does not determine the insurance premiums on which its commissions are generally based. Moreover, insurance premiums are cyclical in nature and may vary widely based on market conditions. Because of these market cycles for insurance product pricing, which we cannot predict or control, its brokerage revenues and profitability can be volatile or remain depressed for significant periods of time.

AtAs ~~May 31~~traditional risk-bearing insurance companies continue to outsource the production of premium revenue to non-affiliated brokers or agents such as our company, ~~2009~~those ~~and August~~insurance 20companies may seek to reduce further their expenses by reducing the commission rates payable to insurance agents or brokers. The reduction of these commission rates, ~~2009~~along with general volatility and/or declines in premiums, may significantly affect our company’s profitability. Because we ~~had~~do anot ~~total~~determine ofthe 36timing ~~shareholders~~or extent of ~~record holding~~premium pricing changes, our ~~issued~~company ~~and~~cannot ~~outstanding~~accurately ~~common~~forecast ~~stock~~its commission revenues, including ~~shares~~whether ~~held~~they ~~by brokerage~~will ~~clearing~~significantly ~~houses~~decline. As a result, ~~depositories~~our orbudgets ~~otherwise~~for infuture ~~unregistered~~acquisitions, ~~form.~~capital ~~The beneficial~~expenditures, ~~owners~~dividend ofpayments, ~~such~~loan ~~shares~~repayments ~~are~~and ~~not~~other ~~known~~expenditures may have to be adjusted to account for unexpected changes in revenues, and any decreases in premium rates may adversely affect the ~~Company~~results of its operations.

~~Dividends~~In addition, there have been and may continue to be various trends in the insurance industry toward alternative insurance markets including, among other things, greater levels of self-insurance, captives, rent-a-captives, risk retention groups and non-insurance capital markets-based solutions to traditional insurance. While our company historically has been able to participate in certain of these activities on behalf of its customers and obtain fee revenue for such services, there can be no assurance that our company will realize revenues and profitability as favorable as those realized from its traditional brokerage activities.

~~We have not~~Our ~~declared~~company ~~any~~faces ~~cash~~significant ~~dividends~~competitive ~~with~~pressures ~~respect to our common stock and do not intend to declare any dividends~~ in ~~the~~each ~~foreseeable~~of ~~future.~~its ~~There are no material restrictions limiting, or that are likely to limit our ability to pay dividends in our common stock if we decide to do so in the future~~businesses.

~~Section~~The ~~Rule~~insurance ~~15(g)~~brokerage and service business is highly competitive and there are many insurance brokerage and service organizations as well as individuals on a global basis who actively compete with our company in one or more areas of its business. Our company competes with many firms that are significantly larger than our company, in terms of revenues, in the ~~Securities~~brokerage ~~Exchange~~markets. ~~Act~~In addition, there are various other competing firms that operate nationally or that are strong in a particular region or locality and may have, in that region or locality, an office that is as large as or larger than, in terms of ~~1934~~ revenues, the particular local office of our company. We believe that the primary factors determining its competitive position with other organizations in its industry are the quality of the services rendered and the overall costs to its clients. Losing business to competitors offering similar products at lower prices or having other competitive advantages would adversely affect our business.

Our shares of common stock are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6, and 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (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 their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

~~Rule 15g-6~~In ~~requires~~addition, ~~broker/dealers~~the ~~selling~~increase ~~penny~~in ~~stocks~~competition due to ~~provide~~new ~~their~~legislative ~~customers with~~or ~~monthly~~industry ~~account~~developments ~~statements~~could adversely affect our company. These developments include:

~~Rule 15g-9~~· ~~requires~~An ~~broker/dealers~~increase toin ~~approve~~capital-raising ~~the~~by ~~transaction~~insurance ~~for~~underwriting ~~the~~companies, ~~customer’s account;~~which ~~obtain~~could aresult written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in ~~cases~~new ofcapital ~~fraud~~ in ~~penny~~the ~~stock transactions; and~~industry, ~~the FINRA's~~which ~~toll~~in ~~free~~turn ~~telephone~~may ~~number~~lead ~~and~~to ~~the~~lower ~~central~~insurance ~~number~~premiums ~~of the North American Administrators Association, for information on the disciplinary history of broker/dealers~~ and ~~their associated persons.~~commissions;

· The ~~application~~ selling of ~~the~~insurance ~~penny~~by ~~stock~~insurance ~~rules~~companies ~~may~~directly ~~affect~~to ~~your~~insureds ~~ability~~without tothe ~~resell~~involvement ~~your shares.~~of a broker or other intermediary;

~~Securities Authorized~~· ~~for~~Changes ~~Issuance~~in ~~Under~~our ~~Equity~~business ~~Compensation~~compensation ~~Plans~~model as a result of regulatory developments;

We· doThe ~~not have~~establishment ~~any~~of ~~equity~~programs ~~compensation~~by ~~plans~~Federal and ~~accordingly~~state wegovernments ~~have~~to noprovide ~~securities authorized~~health ~~for~~insurance ~~issuance~~or, ~~thereunder.~~in certain cases, property insurance in catastrophe-prone areas or other alternative market types of coverage, which compete with, or completely replace, insurance products offered by insurance carriers; and

~~ITEM 6. SELECTED~~· ~~FINANCIAL~~An ~~DATA~~increase in competition from new market participants such as banks, accounting firms and consulting firms offering risk management or insurance brokerage services.

WeNew ~~are~~competition as a ~~smaller~~ ~~reporting~~result ~~company~~of asthese ~~defined~~or byother ~~Rule~~competitive ~~12b-2~~or ofindustry developments could cause the ~~Exchange~~demand ~~Act~~for ~~and~~our ~~are not~~products ~~required~~and services to ~~provide~~change, ~~the~~which ~~information~~could ~~required~~in ~~under~~turn ~~this~~adversely ~~item~~affect our results of operations and financial condition.

~~ITEM 7. MANAGEMENT’S~~The ~~DISCUSSION~~current ~~AND~~disruption ~~ANALYSIS~~in ~~OF FINANCIAL~~the ~~CONDITION~~global ~~AND~~credit ~~RESULTS~~markets OFand ~~OPERATIONS~~instability of financial systems, and a continuation or worsening of the current economic recession, may adversely affect our results of operations and financial condition.

~~This Management’s~~The ~~Discussion~~current ~~and~~disruption ~~Analysis~~in ofthe ~~Financial~~global ~~Condition~~credit ormarkets, ~~Plan~~the repricing of ~~Operation~~ credit risk and ~~other~~the ~~sections~~deterioration of ~~this~~the ~~report~~financial ~~contain~~and ~~forward-looking~~real ~~statements~~estate ~~that~~markets ~~are based~~have oncreated ~~the~~increasingly ~~current~~difficult ~~beliefs~~conditions for financial institutions and ~~expectations~~certain ofinsurance ~~management~~companies. These conditions include significant losses, asgreater ~~well~~volatility, ~~as assumptions~~significantly ~~made~~less byliquidity, widening of credit spreads and ~~information~~a ~~currently~~lack ~~available~~of ~~to,~~price ~~the~~transparency ~~Company’s management~~in certain markets. ~~Because~~These ~~such~~conditions ~~statements~~have ~~involve~~resulted ~~risks~~in ~~and~~the ~~uncertainties,~~failure ~~actual actions~~of ~~and~~a ~~strategies~~number of financial institutions and ~~the~~unprecedented ~~timing~~action by governmental authorities and ~~expected~~central ~~results~~banks ~~thereof~~around ~~may~~the ~~differ materially~~world, ~~from~~including ~~those~~investing ~~expressed~~in or ~~implied~~lending bymoney ~~such~~to ~~forward-looking~~financial ~~statements. Forward-looking~~institutions ~~statements~~and insurance companies that are ~~often~~perceived ~~identified~~to byneed ~~words~~additional ~~like:~~capital. ~~believe,~~It ~~expect, estimate,~~is ~~anticipate,~~difficult ~~intend,~~to ~~project~~predict ~~and~~how ~~similar~~long ~~expressions,~~these orconditions ~~words~~will persist and the extent to which~~, by~~ ~~their~~we ~~nature~~market, ~~refer~~products toand ~~future~~business ~~events~~will be adversely affected.

~~The following~~These ~~discussion~~unprecedented disruptions in the credit and ~~analysis~~financial ofmarkets ~~our~~and the resulting impact on a number of financial ~~condition~~institutions have limited access to capital and ~~results~~credit for many companies. The failure of ~~operations~~ ~~should~~a belender ~~read~~could inadversely ~~conjunction~~affect ~~with~~its ~~the~~ability ~~audited~~to ~~financial~~borrow ~~statements and~~on ~~accompanying~~that ~~notes~~facility, ~~and~~which over time could negatively impact our ability to consummate significant acquisitions or make other ~~financial~~significant ~~information~~capital ~~appearing~~expenditures. ~~elsewhere~~Continued adverse conditions in ~~this~~ ~~annual~~the ~~report~~credit onmarkets ~~Form~~in ~~10-K~~future years could adversely affect the availability and terms of future borrowings, renewals or refinancings.

~~History~~ The disruptions in the credit and financial markets also led to a general deterioration in the economy, which could adversely impact our company in future years as a result of ~~Operations~~reductions in the overall amount of insurance coverage that its clients purchase due to reductions in their headcount, payroll, properties, and the market values of assets, among other factors. Such reductions could also adversely impact our commission revenues when exposure audits by the carriers are performed and if subsequent downward premium adjustments are determined. The income effects of subsequent premium adjustments are recorded when the adjustments become known, and, as a result, any improvement in our company’s results of operations and financial condition may lag an improvement in the economy. In addition, some of our clients may cease operations completely in the event of a prolonged deterioration in the economy, which would have an adverse effect on our results of operations and financial condition. Our company also has a significant amount of trade accounts receivable from some of the insurance companies with which it places insurance. If those insurance companies experience liquidity problems or other financial difficulties, we could encounter delays or defaults in payments owed to our company, which could have a significant adverse impact on our consolidated financial condition and results of operations. In addition, if a significant insurer fails or withdraws from writing certain insurance coverages that we offer our clients, overall capacity in the industry could be negatively affected, which could reduce our placement of certain lines and types of insurance and, as a result, reduce its revenues and profitability. The failure of an insurer with whom our company places business could also result in errors and omissions claims by our clients, which could adversely affect our results of operations and financial condition.

We were incorporated in the State of Nevada on November 27, 2006. We are an early development stage corporation. Through our wholly owned Canadian subsidiary, Principle Security International Incorporated, we are working towards the establishment of a customer service oriented security firm specializing in uniformed guard services, private investigations services and a training facility for security personnel. We have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin to implement our business plan and begin to provide our security guard services. Accordingly, we must raise cash from sources other than the sale of our services. Our only other source for cash at this time is investment by others. Our sole officer and director has been building a database of potential clients and will be maintaining the database on an on-going basis. For the fiscal years ended 2009 and 2008, much of our resources were directed at developing our services and business plans in hopes of securing a contract to perform uniformed guard services and establishing a training facility for security personnel. Our sole officer and director has been actively contacting a number of businesses in order to secure a contract, but has not done so to date.

Plan Of Operation

Our business plan is to become a manpower oriented security provider. Our services will include specialized uniformed guard services, a private investigations division and an accredited training school for security personnel. At the time that we designed our original business plan, our intention was to focus foremost, on contracting out uniformed guards which would be hired out on a contract basis to select clientele. With the recent changes to the Private Investigators and Security Agencies Act (PISA), in British Columbia, we have redirected our original business plan to prioritize the establishment of the accredited security training school.

~~Effective September~~Our 1,company ~~2008,~~has ~~the~~historically ~~provincial~~engaged ~~government~~in ofa ~~British Columbia announced that the Security Services Act (SSA) will replace the PISA. As part of the legislative changes introduced under the SSA, an increased~~ number of ~~security service~~acquisitions ~~providers throughout the province~~ of ~~British~~insurance ~~Columbia~~brokers ~~are now required to undergo licensing~~ and ~~training~~agencies. ~~Additions~~We ~~include;~~may ~~Armored~~not ~~Car~~be ~~Guards, Doorpersons/Bouncers,~~able ~~Bodyguards~~to ~~and~~continue ~~In-House~~to ~~Security~~implement ~~Patrol~~such &an ~~Private Investigators.~~acquisition ~~Licensing~~strategy ~~and training is a mandatory requirement for contract security guards~~ in ~~British~~the ~~Columbia~~future and there ~~currently exists a market for these services. All groups~~ are ~~required~~risks toassociated ~~be compliant~~ with ~~the~~such ~~new legislation by November 1, 2009~~acquisitions. ~~With a concrete enforcement date for the new legislative changes in place, we anticipate that the market for these services will expand, creating increased business opportunities for our services.~~

WeIn ~~have begun~~ the ~~application~~past ~~process~~several toyears, ~~establish~~we ~~the~~have ~~security~~completed ~~training~~numerous ~~facility~~acquisitions ~~and are~~of ~~continuing~~insurance tobrokers ~~scout~~and ~~suitable~~agencies ~~properties~~and ~~that~~may ~~meet~~continue ~~both~~to ~~the~~make ~~Company’s~~such ~~and~~acquisitions in the ~~Ministry’s~~ ~~needs~~future. ~~The~~Our ~~main~~company’s ~~courses~~acquisition ~~that~~program ~~will~~has bebeen ~~taught~~an ~~will~~important bepart ~~the~~of ~~required Basic~~its ~~Standards~~historical ~~Training~~growth 1 and 2we believe that ~~all~~similar ~~security~~acquisition ~~guards~~activity ~~must pass in order to be licensed. Initially, all training~~ will be ~~provided~~critical byto ~~Charles~~maintaining ~~Payne,~~comparable ~~our~~growth ~~sole officer~~in ~~and director who has taught both~~ the ~~mandatory~~future. ~~security~~Failure ~~courses,~~to ~~basic standards~~successfully ~~training,~~identify and ~~advanced~~complete ~~courses~~acquisitions inlikely ~~private~~will ~~investigation,~~result ~~close protection~~in ~~and~~our ~~loss~~company ~~prevention~~achieving inslower ~~the past~~growth. ~~Additional~~Moreover, ~~trainers~~even ~~will be hired,~~ if ~~needed at a later date when~~ we ~~have~~are ~~begun~~able to ~~generate~~identify ~~revenues~~appropriate ~~from~~acquisition ~~our training~~targets, ~~school.~~we Wemay ~~anticipate~~not ~~charging~~be aable ~~fee of C$350 per student~~ to ~~offer~~execute ~~both courses.~~acquisition ~~Classes~~transactions ~~will~~on befavorable ~~held~~terms ~~throughout~~or ~~the~~integrate ~~week,~~such ~~dependent~~targets ~~upon~~following ~~the~~acquisition ~~number~~in ~~of students~~a ~~and~~manner ~~demand.~~that Weallows ~~also~~our ~~intend~~company to ~~offer~~realize ~~specific~~the ~~training~~anticipated ~~courses~~benefits ~~tailored to~~of ~~the~~such ~~client’s~~acquisitions. ~~requests~~Additionally, ~~including;~~we ~~campus~~may ~~security,~~incur ~~film~~or ~~security,~~assume ~~hospital security,~~unanticipated ~~hotel~~liabilities ~~security,~~or ~~office~~contingencies ~~tower~~in ~~security~~connection ~~etc~~with its acquisitions. ~~These~~If ~~courses~~any ~~will~~of ~~be billed~~these ondevelopments aoccur, ~~per~~our ~~course~~results ~~basis~~of ~~that~~operations ~~will~~could be ~~determined~~adversely ~~later~~affected.

We ~~plan to~~have ~~complete~~incurred ~~our~~net ~~web~~losses ~~page~~since ~~under~~commencing ~~the~~business ~~URL address www.principlesecurity.ca during the next several months~~ and anticipate the cost will be approximately $500. Most of the design and set up will be done by our sole officer and director. We will need to incorporate several changes into the design of our webpage to reflect our current focus on the establishment of the accredited training facility. We expect tolosses ~~complete the website once we have secured a suitable location for the accredited training school. We are continuing our search~~ to ~~locate~~continue a suitable site to establish the training school and anticipate that the costs associated with the acquisition and set up of the new facility will be approximately Cdn $4,000. We have been working with several leasing agents to help us find an appropriate location for the ~~school~~foreseeable in the municipalities of Vancouver, Burnaby, Coquitlam and British Columbia but our efforts have not yielded any promising prospects. We had initially anticipated that the security training facility would be operational by August 2009, but most properties we have considered would either not allow for the appropriate zoning conditions necessary to operate a training facility or the proposed rental fees would exceed what our current budget would allow for. With the change in the current regulations, we are hoping more favorable prospects will be available to us in the near future.

~~Concurrent with~~We ~~the~~have ~~scouting~~had ofmodest revenues to date. We had a ~~suitable~~net ~~location~~loss of $244,522 for the ~~training~~year ~~school~~ended ~~we are working~~December ~~towards~~31, ~~finalizing~~2010 ~~the~~and ~~Approved~~a ~~Security~~net ~~Training~~loss ~~School~~of ~~Application with~~$242,957 for the ~~Private~~year ~~Career~~ended ~~Training~~December ~~Institutions~~31, ~~Agency~~2009. As of ~~British~~December ~~Columbia (PCTIA).~~31, ~~The~~2010, ~~fees~~we tohad ~~file~~cash ~~the~~of ~~application are~~$14,250 ~~Cdn~~and a working capital deficit of $2231,~~125~~146.

~~Once~~Our ~~we have~~ability ~~raised the cash sufficient~~ to ~~finish~~continue ~~the~~as ~~website and~~a itgoing isconcern ~~fully functional and the accredited training school~~ is ~~established,~~in wesubstantial ~~intend to focus on marketing and advertising~~doubt. We intend to place employment ads through various local media streams to attract clientele for the training school. We estimate that we will require approximately Cdn $2,000 for advertising expenses. Our sole officer and director has been actively seeking prospective clients through his networking contacts on an on-going basis and will continue to do so.

WeThe doability ~~not intend~~of our company to ~~hire~~continue ~~any~~as ~~employees~~a orgoing ~~develop~~concern ~~the~~is ~~uniformed~~in ~~guard~~substantial ~~services~~doubt and ~~private investigative~~is ~~services~~dependent ~~until~~on weachieving ~~have~~profitable ~~established~~operations ~~our~~and ~~training~~obtaining ~~school~~the ~~and acquired~~necessary afinancing ~~steady~~in ~~stream~~order to develop our business. The outcome of ~~clients~~these ~~and~~matters ~~revenues~~cannot be predicted at this time. ~~Once~~Our wefuture ~~have~~operations ~~successfully established~~are dependent on the ~~training~~market’s ~~school,~~acceptance weof ~~plan~~our services in order to ~~launch~~ultimately ~~the~~generate ~~uniformed~~future ~~guards~~profitable ~~service sector~~operations, ofand our ~~business~~ability ~~plan~~to ~~and~~secure sufficient financing to fund future expansion or operations. There can be no assurance that our services will ~~direct~~be able to secure market acceptance. Management plans to raise additional equity financing to enable our ~~energies~~company ~~towards~~to ~~the~~complete our development of plans. However, there can be no assurance that we will be successful in raising additional financing. Our financial statements do not include any adjustments that might result from the ~~initial~~outcome ~~static~~of ~~guard~~these ~~sites~~uncertainties.

~~Currently, we~~We doare ~~not~~subject ~~have sufficient funds~~ to ~~carry~~specific ~~out~~risks ~~our business plan and need to raise additional capital from a public offering, a private placement or loans. We anticipate that additional funding will be in the form~~ of ~~issuance~~litigation ~~of debt and/or equity financing from the sale of our common stock; however, we have no assurance~~ that weare ~~will~~unique ~~be able~~ to ~~raise sufficient funds from~~ the ~~sale~~insurance ~~of our common stock to pay all of our anticipated expenses~~industry. Management has been exploring a number of options to meet our obligations and future capital requirements, including the possibility of equity offering and debt financing but has not entered into any agreement for any of the foregoing. There can be no assurance that additional financing will be available to us when needed, or, if available, that it can be obtained on commercially reasonable terms. We currently have no plans or commitments for additional funding. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities.

We ~~have no~~are ~~employees,~~subject ~~other~~to ~~than~~various ~~our~~potential ~~sole~~claims ~~officer~~relating principally to alleged errors and ~~director,~~omissions ~~Charles~~in ~~Payne.~~connection Wewith dothe ~~not intend~~placement toor ~~hire~~servicing ~~additional~~of ~~employees~~insurance atin ~~this~~the ~~time~~ordinary course of business. ~~From~~Because ~~inception~~we ~~through~~often ~~to April~~assist 30clients with matters involving substantial amounts of money, ~~2008~~including the placement of insurance, ~~our~~clients ~~sole~~may ~~officer~~assert ~~was~~errors ~~compensated~~and omissions claims against us alleging potential liability for ~~his~~all ~~administrative~~or part of the amounts in question. Claimants may seek large damage awards, and ~~consulting~~ ~~services~~these toclaims may involve potentially significant legal costs. While most of the ~~Company~~errors and ~~paid~~omissions ~~Cdn~~claims ~~$2,000~~made aagainst ~~month.~~us ~~However~~would be covered by our professional indemnity insurance, asour business results of ~~May~~ 1operations, ~~2008~~financial condition and liquidity may be adversely affected if, ~~Mr.~~in ~~Payne~~the isfuture, noour ~~longer~~insurance ~~being~~coverage ~~compensated~~proves ~~for~~to ~~his~~be ~~services~~inadequate or unavailable. Our ability to ~~the Company,~~obtain asprofessional weindemnity doinsurance ~~not~~in ~~have~~the ~~sufficient~~amounts ~~funds~~and towith ~~pay~~the ~~him~~deductibles ~~this~~we ~~time. His compensation~~ desire in the future may be ~~reinstated~~adversely impacted by general developments in the ~~future if~~market for such insurance or our own claims experience. In addition, claims, lawsuits and ~~when additional~~ ~~funds~~other ~~become~~proceedings ~~available~~may harm our reputation or divert management resources away from operating our business.

We will not be conducting any research. We do not intend to buy or sell any property or significant equipment during the next twelve months.

~~Results of~~We ~~Operations~~have limited financial and management resources to pursue our growth strategy.

~~Fiscal~~Our ~~year~~growth ~~ended~~strategy ~~May~~may 31place a significant strain on our management, ~~2009~~ ~~compared~~operational and financial resources. We have negative cash flow from operations and continue to ~~the~~seek ~~fiscal~~additional ~~year~~capital. ~~ended~~We ~~May~~will 31have to obtain additional capital either through debt or equity financing. There can be no assurance, ~~2008~~however, that we will be able to obtain such financing on terms acceptable to our company.

~~For~~If ~~the fiscal year ended May 31, 2009,~~ we ~~incurred~~raise aadditional ~~net~~funds ~~operating~~through ~~loss~~the issuance of ~~$58,090,~~equity or ~~$0.01~~ ~~per~~convertible ~~share~~securities, asthese ~~compared~~new tosecurities amay ~~net~~contain ~~loss~~certain ~~of $72~~rights,~~251,~~ preferences or ~~$0.01~~privileges ~~per share, for~~that ~~the~~are ~~fiscal~~senior ~~year~~to ~~ended May~~those ~~31,~~of ~~2008.~~our ~~Our~~common ~~cumulative~~shares. ~~net losses~~Additionally, ~~from~~the ~~inception~~percentage onof ~~November~~ownership ~~27,~~of ~~2006~~our tocompany ~~the~~held ~~fiscal~~by ~~year~~existing ~~ended~~shareholders ~~May~~will ~~31,~~be ~~2009 were $149,673~~reduced.

We ~~incurred~~ ~~total~~are ~~expenses~~dependent ofupon ~~$58,090 for the fiscal year ended May 31, 2009, as compared to total expenses of $75,251 for the fiscal year ended May 31, 2008. The majority of~~ our ~~expenses~~officers for ~~the~~management ~~fiscal year ended May 31, 2009 were attributed to audit fees in the amount of $17,093 (2008 - $12,075, cumulative - $29,168); accounting~~ and ~~administration fees in the amount of $12~~direction,~~684~~ ~~(2008 - $2,700, cumulative - $15,534);~~ and ~~consulting fees paid to our sole officer and director in~~ the ~~amount~~loss of ~~$12,094~~any ~~(2008 - $31,854, cumulative - $47,430). Our other expenses consisted~~ of ~~$6,097~~these inpersons ~~transfer agent~~could ~~and~~adversely ~~filing~~affect fees (2008 - $2,531, cumulative - $9,123); $2,592 in office rent (2008 - $3,477, cumulative - $7,374); $2,591 in license fees (2008 - $Nil, cumulative - $2,591); $1,184 in telephone and internet service fees (2008 - 1,076, cumulative - $2,260); $1,391 in legal fees incurred in connection with the preparation and filing of our ~~periodic~~operations reports with the SEC (2008 - $10,824, cumulative - $23,052); $1,206 in loss (gain) on foreign exchange (2008 - ($247), cumulative - $1,338); $523 in interest expense on our outstanding convertible debentures (2008 - $Nil, cumulative $523); $363 in equipment depreciation expense (2008 - $625, cumulative - $1,029); $208 in bank service charges and ~~fees (2008 - $309, cumulative - $912); and $64 in miscellaneous office expense (2008 - $664, cumulative - $1,351)~~results.

~~Our expenses~~We ~~decreased~~are ~~during~~dependent ~~the~~upon ~~fiscal~~our ~~year~~officers ~~ended~~for ~~May~~execution ~~31,~~of ~~2009~~our ~~mainly~~business ~~due to~~ plan. The loss of any of our officers could have a ~~decrease~~ inmaterial ~~consulting~~adverse ~~fees~~effect upon our results of operations and afinancial ~~reduction~~position. inWe ~~legal fees~~do not maintain “key person” life insurance for any of our officers. The loss of any of our officers could delay or prevent the achievement of our business objectives

~~Liquidity and~~Risks ~~Capital~~Associated ~~Resources~~with Our Common Stock

~~We currently~~Trading ~~only~~on ~~have $1,496 in cash in~~ the ~~bank and~~OTC ~~are~~Bulletin ~~continuing to~~Board ~~seek~~may ~~sources~~be ofvolatile funding to continue our business operations. It is expected we will continue to need further funding until we are able to security a contract for our services. We currently plan to fund future operations by public offerings or private placement of equity and~~/or~~ ~~debt~~sporadic, ~~securities~~which ascould wedepress ~~have done in~~ the ~~past.~~market ~~However,~~price ~~there~~of ~~can~~our becommon nostock ~~assurance that debt or equity financing will be available to us on acceptable terms to meet these requirements, as~~ and ~~when~~ ~~needed. Our~~make ~~auditors~~it ~~have~~difficult ~~expressed~~for ~~substantial doubt about~~ our ~~ability~~ stockholders to ~~continue~~resell astheir ~~a going concern~~shares.

AsOur ofcommon stock is quoted on the ~~date~~ OTC Bulletin Board service of ~~this~~the ~~annual~~Financial ~~report~~Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, wedue to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not ~~yet~~a ~~generated~~stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any ~~revenues~~of their shares.

WeOur dostock ~~not intend~~is toa ~~purchase~~penny ~~any~~stock. ~~significant~~Trading ~~property~~of orour ~~equipment~~stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, ~~nor~~which ~~incur~~may ~~any significant~~limit ~~changes~~a instockholder’s ~~employees~~ability ~~during~~to ~~the~~buy ~~next~~and 12sell ~~months~~our stock.

~~Net~~Our ~~cash flows~~stock ~~from~~is ~~financing~~a ~~activities~~penny ~~for~~stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the ~~fiscal~~penny ~~year~~stock ~~ended~~rules, ~~May~~which 31impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 ~~2009~~or ~~were~~ individuals with a net worth in excess of $131,~~800~~000,000 ~~received~~or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from ~~convertible~~the ~~debentures~~rules, weto ~~issued~~deliver a standardized risk disclosure document in ~~exchange~~a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for ~~cash~~the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to ~~use~~ asthe ~~operating~~customer ~~capital~~orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. ~~Following~~In ~~are~~addition, the ~~details~~penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the ~~convertible debentures~~level ~~issued~~of ~~during~~trading activity in the ~~fiscal~~secondary ~~year~~market ~~ended~~for ~~May~~the 31stock that is subject to these penny stock rules. Consequently, ~~2009:~~these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

1. On December 24, 2008, we issued a convertible debenture in exchange for $5,000 in cash. The convertible debenture bears interest at a rate of 10% per annum on any unpaid principal balance, is secured by the assets of the Company and accrued interest is due and payable at the end of each calendar quarter, with the first payment due on the last day of the first calendar quarter after December 24, 2008. The principal amount is repayable at any time in whole or in part. The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into shares of our common stock at any time within thirty-six (36) months from December 24, 2008 on the basis of $0.0125 per Unit, where a Unit consists of one share of common stock for an equivalent amount of principal and interest due and payable.

2. On December 24, 2008, we issued a second convertible debenture in exchange for $5,000 in cash. The convertible debenture bears interest at a rate of 10% per annum on any unpaid principal balance, is secured bythe assets of the Company and all principal and accrued interest is due and payable at the end of each calendar quarter, with the first payment due on on the last day of the first calendar quarter after December 24, 2008. The principal amount is repayable at any time in whole or in part. The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into shares of our common stock at any time within thirty-six (36) months from December 24, 2008 on the basis of $0.0125 per Unit, where a Unit consists of one share of common stock for an equivalent amount of principal and interest due and payable.

3. On March 5, 2009, we issued a convertible debenture in exchange for $3,800 in cash. The convertible debenture bears interest at a rate of 10% per annum on any unpaid principal balance, is secured bythe assets of the Company and all principal and accrued interest is due and payable at the end of each calendar quarter, with the first payment due on on the last day of the first calendar quarter after March 5, 2009. The principal amount is repayable at any time in whole or in part. The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into shares of our common stock at any time within thirty-six (36) months from March 5, 2009 on the basis of $0.0125 per Unit, where a Unit consists of one share of common stock for an equivalent amount of principal and interest due and payable.

At May 31, 2009, we were in default of certain terms related to these convertible debentures as we do not currently have the cash available to make principal and interest payments due.

At May 31, 2009, there were no amounts due to related parties, as our sole officer, director and shareholder forgave loans due to him from the Company totaling $35,020 during the fiscal year.

~~Off~~In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-~~Balance Sheet~~dealer ~~Arrangements~~must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

WeOther ~~have no off-balance sheet arrangements or contractual or commercial commitments.~~Risks

~~ITEM 7A. QUANTITATIVE~~Trends, ~~AND~~Risks ~~QUALITATIVE~~and ~~DISCLOSURES ABOUT MARKET RISK.~~Uncertainties

AsWe ~~a smaller~~have ~~reporting~~sought ~~issuer~~to ~~(as~~identify ~~defined~~what inwe ~~Item~~believe ~~10(f)(1)~~to ofbe ~~Regulation S-K)~~the most significant risks to our business, but we ~~are not~~cannot ~~required~~predict whether, or to ~~report~~what ~~quantitative~~extent, ~~and~~any ~~qualitative disclosures~~of ~~about~~such ~~market~~risks ~~risk~~may ~~specified~~be inrealized ~~Item~~nor ~~305~~can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of ~~Regulation S-K~~such risk factors before making an investment decision with respect to our common stock.

~~ITEM 8~~Item 1B. ~~CONSOLIDATED~~ Unresolved ~~FINANCIAL~~Staff ~~STATEMENTS AND SUPPLEMENTARY DATA.~~Comments

~~Following~~As ~~are~~a ~~our~~“smaller ~~audited~~reporting ~~consolidated~~company”, ~~financial~~we ~~statements~~are ~~for the~~not ~~fiscal~~required ~~year~~to ~~ended~~provide ~~May~~the ~~31,~~information ~~2009:~~required by this Item.

Item 2. Properties

Offices

As of the date of this Annual Report, our executive office is located at 65 S. Main Street Suite A-300 Pennington NJ 08534 and our administrative, and operating offices are located at 651 Orchard Street Suite 301, New Bedford MA 02744. We lease approximately 2,125 square feet at a cost of $1,342 per month. We believe these facilities are adequate for our current needs and that alternate facilities on similar terms would be readily available if needed.

We have five locations in the northeastern United States. We have one location in New Jersey approximately 800 square feet; one location New York approximately 600 square feet; one location Rhode Island approximately 1,400 square feet; and two locations in Massachusetts 600 square feet and 2,125 square feet respectively.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

~~Principle Security~~Item ~~International, Inc~~4. (Removed and Reserved)

~~(A Development~~PART ~~Stage Company)~~II

~~Consolidated Financial~~Item ~~Statements~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~(Expressed in~~Our Ucommon shares are quoted on the Over-the-Counter Bulletin Board under the symbol “PCPZ.S.” ~~Dollars)~~The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~31 May~~The ~~2009~~high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended	High	Low
December 31, 2010	$0.06	$0.0031
September 30, 2010	$0.1301	$0.03
June 30, 2010	N/A(2)	N/A(2)
March 31, 2010	$0.80	$0.70
December 31, 2009	$0.80	$0.80
September 30, 2009	N/A(3)	N/A(3)
June 30, 2009	N/A(3)	N/A(3)
March 31, 2009	N/A(3)	N/A(3)
December 31, 2008	N/A(3)	N/A(3)

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2) There were no trades during this period.

(3) Our first trade did not occur until November 16, 2009.

Our common shares are issued in registered form. Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 (Telephone: 702-818-5898; Facsimile: 702-974-1444) is the registrar and transfer agent for our common shares.

On March 21, 2011, the shareholders' list showed 47 registered shareholders and 100,000,000 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We have not approved or adopted any equity compensation plans.

~~James~~Recent ~~Stafford~~Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~James~~We ~~Stafford~~did ~~Chartered~~not ~~Accountants~~sell ~~Suite~~any ~~350~~equity –securities ~~1111~~which ~~Melville~~were ~~Street~~not ~~Vancouver~~registered under the Securities Act during the year ended December 31, ~~British~~2010 ~~Columbia~~that ~~Canada~~were ~~V6E~~not ~~3V6~~otherwise ~~Telephone~~disclosed +1on ~~604~~our ~~669~~quarterly ~~0711~~reports ~~Facsimile~~on +1Form ~~604~~10-Q ~~669~~or ~~0754~~our *current ~~Incorporated~~reports ~~professional,~~on ~~James~~Form ~~Stafford,~~8-K ~~Inc~~filed during the year ended December 31, 2010.

~~Report~~ Purchase of ~~Independent~~Equity ~~Registered~~Securities ~~Public~~by ~~Accounting~~the ~~Firm~~Issuer and Affiliated Purchasers

~~To the~~We ~~Board~~did not purchase any of ~~Directors~~our ~~and~~shares ~~Stockholders~~of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2010.

~~Principle Security~~Item ~~International, Inc~~6. Selected Financial Data

~~(A Development~~As ~~Stage~~a ~~Company)~~“smaller reporting company”, we are not required to provide the information required by this Item.

WeItem ~~have audited the consolidated balance sheet of Principle Security International, Inc~~7. Management’s ~~(the~~Discussion ~~“Company”) as at 31 May 2009~~ and ~~the~~Analysis ~~related consolidated statements~~ of ~~operations,~~Financial ~~cash~~Condition ~~flows~~ and ~~changes~~Results ~~in stockholders’ deficiency for the year ended 31 May 2009. These consolidated financial statements are the responsibility~~ of ~~the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.~~Operations

~~We conducted~~The ~~our~~following ~~audit~~discussion inshould ~~accordance~~be ~~with~~read ~~the~~in ~~standards~~conjunction ofwith ~~the~~our ~~Public~~consolidated ~~Company Accounting~~audited ~~Oversight~~financial ~~Board~~statements ~~(United~~and ~~States~~the ofrelated ~~America). Those standards~~notes ~~require~~ that weappear ~~plan~~elsewhere ~~and~~in ~~perform~~this ~~the~~annual ~~audit~~report. toThe ~~obtain~~following ~~reasonable assurance~~discussion ~~about~~contains ~~whether~~forward-looking ~~the financial~~ statements ~~are~~that ~~free~~reflect ofour ~~material misstatement. An~~plans, ~~audit~~estimates ~~includes~~and ~~examining,~~beliefs. onOur aactual ~~test~~results ~~basis,~~could ~~evidence supporting~~differ ~~the~~materially ~~amounts~~from ~~and~~those ~~disclosures~~discussed in the ~~financial~~ forward looking statements. An ~~audit~~Factors ~~also~~that ~~includes~~could ~~assessing~~cause ~~the~~or ~~accounting principles~~contribute ~~used~~to ~~and~~such ~~significant~~differences ~~estimates~~include, ~~made~~but byare ~~management~~not limited to, asthose ~~well~~discussed ~~as evaluating~~below ~~the~~and ~~overall~~elsewhere ~~financial~~in ~~statement~~this ~~presentation. We~~annual ~~believe that~~report, ~~our~~particularly ~~audit~~in ~~provides~~the asection ~~reasonable~~entitled ~~basis~~"Risk ~~for~~Factors" ~~our~~beginning ~~opinion~~on page 6 of this annual report.

InOur ~~our opinion, the~~ consolidated audited financial statements ~~referred~~are tostated ~~above present fairly,~~ in ~~all~~United ~~material~~States ~~respects,~~Dollars ~~the financial position of the Company as of 31 May 2009,~~ and ~~the~~are ~~results~~prepared ~~of its operations, its cash flows and its changes~~ in ~~stockholders’~~ ~~deficiency~~accordance ~~for the year then ended in conformity~~ with ~~accounting principles generally accepted in the~~ United States ofGenerally ~~America~~Accepted Accounting Principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Overview

The ~~consolidated~~ following plan of operation should be read in conjunction with our financial statements asand atthe 31notes ~~May~~thereto ~~2008~~included elsewhere in this report. Statements contained herein which are not historical facts are forward-looking statements, including statements relating to our plans, objectives, expectations and ~~2007~~intentions. ~~were~~Although ~~audited~~we believe that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. We caution investors that any forward-looking statements made by ~~predecessor~~ ~~auditors~~us ~~who~~are ~~expressed~~not anguarantees ~~opinion~~of ~~without~~future ~~reservation~~performance onand that actual results may differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a start-up company in ~~their~~a ~~report~~highly ~~dated~~competitive 11market, ~~August~~and ~~2008~~access to sources of capital.

~~/s/~~Results ~~James~~of ~~Stafford~~Operations

~~Vancouver~~We have conducted no material operations during the period ended December 31, Canada Chartered Accountants 2010, and do not have any present operations. During the period ended December 31, 2010, we generated no revenues. Accordingly, a discussion of our results of operations is not meaningful and will not be presented herein.

14 August 2009

I. Vellmer Inc.
Chartered Accountant*
		721 – 602 W. Hastings Street
		Vancouver, B.C., V6B 1P2
		Tel:	604-687-3773
		Fax:	604-687-3778
	E-mail:	vellmer@i-vellmer.ca
	*denotes an incorporated professional

The following table provides selected financial data about our company as of and for the period ended December 31, 2010 and the year ended December 31, 2009.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Balance Sheet Data:		December 31, 2010		December 31, 2009

Cash	$	14,250	$	183,361
Total assets	$	667,082	$	1,040,711
Total liabilities	$	938,327	$	1,067,434
Stockholders’ equity	$	667,082	$	1,040,711

ToLiquidity ~~the Stockholders~~and ofCapital Resources

~~Principle Security~~The ~~International~~report of our auditors on our audited financial statements for the fiscal year ended December 31, ~~Inc~~2010, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operative revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations. We will be required to raise additional capital over the next twelve months to meet our ongoing expenses.

~~(A Development~~Plan ~~Stage~~of ~~Company)~~Operation and Cash Requirements

IWe have ~~audited~~ ~~the~~made ~~accompanying~~insurance ~~consolidated~~agency ~~balance~~asset ~~sheet~~acquisitions ofeach ~~Principle~~year, ~~Security International~~since ~~Inc~~beginning operations in 2007. We asintend atto ~~May~~continue ~~31,~~to ~~2008~~acquire ~~and~~insurance ~~the~~agency ~~related~~assets. We ~~consolidated~~had ~~statements~~an ~~of operations~~independent, ~~stockholders’~~certified ~~equity~~appraisal ~~and~~performed ~~cash~~on ~~flows~~company ~~for~~assets ~~the~~acquired ~~year~~as ~~ended~~of ~~May~~March 31, ~~2008~~ 2009. This appraisal valued our acquired insurance agency assets based on customer base and ~~the~~cash ~~period~~flow. As ~~ended~~of ~~May~~March 31, ~~2007~~2009 our assets acquired to date were valued at over $1,800,000. ~~These~~We ~~consolidated~~estimate ~~financial statements~~that ~~are~~26,000 ~~the~~independent ~~responsibility~~insurance ofagencies ~~the~~can ~~Company’s~~be ~~management~~categorized as having less than 1.25 million in annual commission revenue. ~~My responsibility~~Our target acquisition has less than $1.25 million in commission revenue. The company’s plan of action over the next twelve months is to ~~express~~continue anits ~~opinion~~operations onto ~~these~~market ~~consolidated~~and ~~financial statements~~sell ~~based~~insurance onproducts myand ~~audits~~raise additional capital financing, if necessary, to acquire agency assets and grow operations.

~~I conducted~~Acquisitions mywill ~~audits~~be inbased ~~accordance~~on ~~with~~our ~~the~~ability ~~standards~~to ofinternally ~~the~~finance ~~Public~~from ~~Company Accounting~~cash ~~Oversight~~flow, ~~Board~~raise ~~(United~~equity ~~States). Those standards require that I plan~~ and/or ~~perform~~debt ~~the audits~~ to ~~obtain~~acquire ~~reasonable assurance about whether~~ the ~~financial statements are free of material misstatement~~assets. AnThe ~~audit includes~~disruption ~~examining,~~in ~~on a test basis, evidence supporting~~ the ~~amounts~~credit and ~~disclosures~~ ~~in the~~ financial ~~statements. An~~markets ~~audit~~had ~~also~~made ~~includes assessing~~ the ~~accounting~~availability ~~principles~~of ~~used~~equity and/or ~~significant~~debt ~~estimates made by management, as well as evaluating the overall financial statement presentation~~uncertain. ~~I believe that my audits provide a reasonable basis for my opinion.~~

InOver ~~my opinion, these consolidated financial statements present fairly, in all material respects,~~ the ~~financial~~next ~~position~~12 ofmonths ~~Principle~~we ~~Security~~anticipate ~~International~~that ~~Inc.~~we aswill ~~at May~~incur ~~31, 2008 and~~ the ~~results~~following ofoperating ~~its operations and its cash flows for the year ended May 31, 2008 and the period ended May 31, 2007 in conformity with accounting principles generally accepted in the United States of America.~~expenses:

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s business is in the development stage and has not generated any revenue to date. At May 31, 2008 the Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business. These factors together raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

General, Administrative and Corporate Expenses	$525,000
Depreciation and amortization	$139,545
Salaries, and wages	$650,000
Professional fees	$60,000
Total	$1,374,545

~~Vancouver~~Our estimated negative cash flow from operations is estimated to be approximately $90, ~~Canada~~ 000 and our cash position as at December 31, 2010 is $14,250. We will need additional funds to meet our working capital requirements over the twelve month period. We anticipate that we will have to raise additional funds through private placements of our equity securities and/~~s/ I~~or debt financing to complete our business plan. ~~Vellmer Inc~~There is no assurance that the financing will be completed as planned or at all. We have not yet been successful raising the funding necessary to proceed with our business plan. If we are unable to secure adequate capital to continue our planned operations, our shareholders may lose some or all of their investment and our business may fail.

~~August 11~~Results of Operations – Year Ended December 31, 2008 Chartered Accountants 2010 and Year Ended December 31, 2009

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended December 31, 2010, which are included herein.

~~Principle Security~~Our ~~International~~operating results for the year ended December 31, ~~Inc.~~2010, for the year ended December 31, 2009 and the changes between those periods for the respective items are summarized as follows:

(A Development Stage Company)

		Year Ended December 31, 2010		Year Ended December 31, 2009		Change Between Year Ended December 31, 2009 and Year Ended December 31, 2010
Revenue	$	1,273,159	$	1,266,304	$	6,855
Salaries and Wages		724,894		664,598		60,296
Depreciation and Amortization		134,408		139,545		(5,137)
General and Administrative		575,699		552,043		23,656
Other Expenses		82,680		113,075		(30,395)
Net Loss	$	244,522	$	242,957	$	(1,565)

~~Consolidated Balance~~Our ~~Sheets~~accumulated losses increased to $760,169 as of December 31, 2010. Our financial statements report a net loss of $244,522 for the year ended December 31, 2010 compared to a net loss of $242,957 for the year ended December 31, 2009. Our losses have increased primarily as a result of expected fluctuations in our business.

~~(Expressed in~~Our Utotal liabilities as of December 31, 2010 were $938,327 as compared to total liabilities of $1,067,434 as of December 31, 2009.S. The ~~Dollars)~~decrease was due to us reducing our capital lease liabilities and its note payable.

~~As at~~Liquidity 31and ~~May~~Financial Condition

~~_____________________________________________________________________________________________________________________________________________~~Working Capital

		2009	2008
		At December 31, 2010		At December 31, 2009
		$	$
Current assets	$	167,016	$	405,954
Assets
Current liabilities		398,162		471,064
Current
Working capital (deficit)	$	(231,146)	$	(65,110)
Cash and cash equivalents (Note 2)		1,496	21,067
Goods and Services Tax recoverable		234	86
		1,730	21,153
Equipment (Note 3)		1,057	1,420
		2,787	22,573
Liabilities
Current
Accounts payable and accrued liabilities (Note 4)		13,508	436
Convertible debentures (Note 5)		14,323	-
Due to related party (Note 6)		-	35,020
		27,831	35,456
Stockholders’ deficiency
Capital stock (Note 7)
Authorized
100,000,000 of common shares, par value $0.00001
100,000,000 of preferred shares, par value $0.00001
Issued and outstanding
2008 – 8,518,000 common shares, par value $0.00001
2009 – 8,518,000 common shares, par value $0.00001		85	85
Additional paid in capital		124,544	78,615
Deficit, accumulated during the development stage		(149,673)	(91,583)
		(25,044)	(12,883)
		2,787	22,573

~~Nature~~Cash ~~and Continuance of Operations (Note 1), Contingency (Note 10) and Subsequent Events (Note 10)~~Flows

On behalf of the Board:

		At December 31, 2010		At December 31, 2009
Cash flows provided by (used in) operating activities	$	(119,186)	$	(89,272)
Cash flows provided by (used in) investing activities		-		(20,000)
Cash flows provided by (used in) financing activities		(127,611)		64,995
Net increase (decrease) in cash during period	$	(246,797)	$	(44,277)

~~/s/ Charles Payne,~~Operating ~~Director~~Activities

~~The accompanying~~Net ~~notes~~cash ~~are~~used anby ~~integral~~operating ~~part~~activities was $119,186 during the year ended December 31, 2010 compared with net cash used in operating activities of $89,272 during the ~~consolidated~~year ~~financial statements~~ended December 31, 2009. The increase in use of cash of $29,914 in operating activities is mainly attributable to a decrease in premiums in trust and an increase in commissions receivable offset by an increase in accounts payable.

Investing Activities

Net cash used in investing activities was $Nil in during the year ended December 31, 2010 compared to net cash used in investing activities of $20,000 during the year ended December 31, 2009. The decrease was due to the fact that we did not make any acquisitions in 2010.

~~Principle Security~~Financing ~~International, Inc.~~Activities

~~(A Development~~Net ~~Stage~~cash ~~Company)~~used in financing activities was $127,611 during the year ended December 31, 2010 compared to $64,995 provided by financing activities during the year ended December 31, 2009. This decrease is due to our paying down its liabilities.

~~Consolidated Statements~~Contractual ~~of Operations~~Obligations

~~(Expressed in~~As ~~U.S.~~a ~~Dollars)~~“smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~_____________________________________________________________________________________________________________________________________________~~Going Concern

	For the period from the date of inception on 27 November 2006 to 31 May 2009 (unaudited)	For the year ended 31 May 2009	For the year ended 31 May 2008	For the year ended 31 May 2007
	$	$	$	$
Expenses
Accounting and administration	15,534	12,684	2,700	150
Amortization	1,029	363	625	41
Bank charges	912	208	309	395
Consulting fees (Notes 6, 7 and 9)	47,430	12,094	31,854	3,482
Interest expense (Note 5)	523	523	-	-
Legal fees	23,052	1,391	10,824	10,837
Licenses	2,591	2,591	-	-
Marketing and advertising	156	-	-	156
Office expenses	1,351	64	664	623
Office rent	7,374	2,592	3,477	1,305
Professional fees	29,168	17,093	12,075	-
Security supplies, uniforms, general	2,724	-	1,255	1,469
Telephone and internet fees	2,260	1,184	1,076	-
Transfer agent and filing fees	9,123	6,097	2,531	495
Vehicles expenses	5,108	-	5,108	-
Loss (gain) on foreign exchange	1,338	1,206	(247)	379
Net loss for the period	(149,673)	(58,090)	(72,251)	(19,332)
Basic and diluted earnings per common share		(0.01)	(0.01)	(0.00)
Weighted average number of common shares used in per share calculations		8,518,000	8,518,000	5,599,535

As of December 31, 2010, we had accumulated losses of $760,169 since inception, has a working capital deficiency of $231,146. We intend to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2011. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The accompanying~~Off-Balance ~~notes~~Sheet ~~are an integral part of the consolidated financial statements.~~Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of our company and our wholly-owned subsidiaries, Leeward Group, Inc., and its wholly owned subsidiary Sangamon Associates, Inc along with its wholly-owned subsidiary Flagship Insurance Agency, Inc. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Our company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the US. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. We have not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. At December 31, 2010 and 2009, no excess existed.

As of December 31, 2010 and 2009 the company had $14,250 and $183,361 of cash and cash equivalents, respectively.

~~Principle Security~~Fixed ~~International, Inc.~~Assets

~~(A Development~~Property, ~~Stage~~plant ~~Company)~~and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from 3 to 7 years for furniture, fixtures, machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the economic life of the asset.

~~Consolidated Statements~~Long-lived ~~of Cash Flows~~Assets

~~(Expressed~~ Our company continually monitors events and changes in Ucircumstances that could indicate carrying amounts of long-lived assets may not be recoverable.S When such events or changes in circumstances are present, our company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. ~~Dollars)~~If the total of the future cash flows is less than the carrying amount of those assets, the company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

~~_____________________________________________________________________________________________________________________________________________~~Fair Value of Financial Instruments

	For the period from the date of inception on 27 November 2006 to 31 May 2009 (unaudited)	For the year ended 31 May 2009	For the year ended 31 May 2008	For the year ended 31 May 2007
	$	$	$	$
Cash flows from (used in) operating activities
Net loss for the period	(149,673)	(58,090)	(72,251)	(19,332)
Adjustments to reconcile loss to net cash used by operating activities
Amortization (Note 3)	1,029	363	625	41
Interest (Note 5)	523	523	-	-
Contribution to capital by related party (Notes 6 and 7)	10,909	10,909	-	-
Changes in operating assets and liabilities
(Increase) decrease in Goods and Services Tax recoverable	(234)	(148)	72	(158)
Increase (decrease) in accounts payable and accrued liabilities	13,508	13,072	(1,688)	2,124
Increase in due to related parties (Notes 6 and 7)	20	-	-	20
	(123,918)	(33,371)	(73,242)	(17,305)
Cash flows used in investing activities
Purchase of property, plant and equipment	(2,086)	-	-	(2,086)
Cash flows from financing activities
Common shares issued for cash (Note 7)	78,700	-	-	78,700
Convertible debentures (Note 5)	13,800	13,800	-	-
Loans from related parties (Notes 6 and 7)	35,000	-	35,000	-
	127,500	13,800	35,000	78,700
Increase (decrease) in cash and cash equivalents	1,496	(19,571)	(38,242)	59,309
Cash and cash equivalents, beginning of period	-	21,067	59,309	-
Cash and cash equivalents, end of period	1,496	1,496	21,067	59,309

On January 1, 2008, our company adopted ASC 820, “Fair Value Measurements. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

~~Supplemental~~· ~~Disclosures~~Level ~~with~~1 ~~Respect~~ inputs to ~~Cash~~the ~~Flows~~valuation ~~(Note~~methodology 9are quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~The accompanying~~· ~~notes~~Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are anobservable ~~integral~~for ~~part~~the ofasset or liability, either directly or indirectly, for substantially the ~~consolidated~~full term of the financial ~~statements~~ instrument.

·	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2010 and 2009.

Revenue Recognition

The company recognizes revenue according to ASC 740, when persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable and collectability is reasonably assured. These criteria are typically met when a policy is signed. When policies are signed, the company enters the sales into its policy management and tracking system which is when revenue is recognized. Returns are booked as contra-revenue and are generally less than 1% of all sales and thus no reserve or estimate of returns is recorded. Cash for sales is either collected up-front in the form of a non-refundable deposit which is greater than the commission portion due to the company. The remaining sales are remitted on a monthly basis from the insurance providers. No allowance for doubtful accounts is recorded as all remittances are made from the insurance providers directly; revenue is not recognized on cancelled policies.

Income Taxes

Our company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events

~~Principle Security~~recognized ~~International,~~in ~~Inc~~thefinancial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

~~(A Development~~Our ~~Stage~~company ~~Company)~~adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on our company’s financial statements.

~~Consolidated Statements~~Stock-Based ~~of Changes in Stockholders’ Deficiency~~Compensation

~~(Expressed~~ Our company records stock-based compensation in Uaccordance with SFAS No.S 123R “Share Based Payments”, using the fair value method. ~~Dollars)~~All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~_____________________________________________________________________________________________________________________________________________~~Recent Accounting Pronouncements

	Number of shares issued		Share capital		Additional paid in capital		Deficit, accumulated during the development stage		Stockholders’ deficiency
				$		$		$		$
Balance at 27 November 2006 (inception)		-		-		-		-		-
Common shares issued – cash ($.001 per share) (Note 6)		2,500,000		25		2,475		-		2,500
Common shares issued – cash ($.0075 per share) (Note 6)		5,800,000		58		43,442		-		43,500
Common shares issued – cash ($.15 per share) (Note 6)		218,000		2		32,698		-		32,700
Net loss for the period		-		-		-		(19,332)		(19,332)
Balance at 31 May 2007 (unaudited)		8,518,000		85		78,615		(19,332)		59,368
Net loss for the period		-		-		-		(72,251)		(72,251)
Balance at 31 May 2008		8,518,000		85		78,615		(91,583)		(12,883)
Contributions to capital by related party (Notes 6, 7 and 9)		-		-		45,929		-		45,929
Net loss for the year		-		-		-		(58,090)		(58,090)
Balance at 31 May 2009		8,518,000		85		125,544		(149,673)		(25,044)

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.

~~The accompanying~~In ~~notes~~January ~~are~~2010, anthe ~~integral~~FASB ~~part~~issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the ~~consolidated~~FASB ~~financial statements~~Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

~~Principle Security~~In ~~International~~October 2009, ~~Inc~~the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (~~A Development~~Topic ~~Stage~~820): ~~Company~~Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

~~Notes~~In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to ~~Consolidated~~ ~~Financial~~use ~~Statements~~the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.

~~(Expressed in~~Item U7A.S. Quantitative ~~Dollars)~~and Qualitative Disclosures About Market Risk

1. Nature and Continuance of Operations

Principle Security International, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on 27 November 2006. The Company intends to conduct its business through its wholly owned subsidiary, Principle Security International Incorporated, a company incorporated in Canada.

These consolidated financial statements represent the presentation on a consolidated basis of the accounts of the Company and its wholly owned subsidiary, Principle Security International Incorporated, a company incorporated under the laws of British Columbia, Canada on 29 November 2006.

The Company is a development stage enterprise, as defined in Statements of Financial Accounting Standards (“SFAS”) No. 7. The Company is devoting all of its present efforts to securing and establishing a new business and its planned principle operations have not commenced. Accordingly, no revenue has been derived during the organization period.

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is 31 May.

The Company’s consolidated financial statements as at 31 May 2009 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $58,090 for the year ended 31 May 2009 (2008 - $72,251, 2007 - $19,332) and has a working capital deficit of $26,101 at 31 May 2009 (2008 – working capital of $14,303).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 May 2010. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

At 31 May 2009, the Company was not engaged in a business and had suffered losses from development stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Principle Security~~Item ~~International, Inc~~8. Financial Statements and Supplementary Data

~~(A Development~~Index ~~Stage~~to ~~Company)~~Financial Statements

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM	20

BALANCE SHEETS	21

STATEMENTS OF OPERATIONS	22

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	23

STATEMENTS OF CASH FLOWS	24

NOTES TO THE FINANCIAL STATEMENTS	25

(Expressed in U.S. Dollars)

31 May 2009____________________________________________________________________________________________________________________________________________

2. Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in U.S. dollars. The Company’s fiscal year end is 31 May.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As at 31 May 2009, the Company has cash and cash equivalents in the amount of $1,496 (2008 - $21,067).

Equipment

Equipment is recorded at cost and depreciation is provided over its estimated economic lives at 30%.

Long-lived assets

In accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Financial instruments

The carrying value of cash and cash equivalents, Goods and Services Tax recoverable, accounts payable and accrued liabilities and convertible debentures approximates their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Derivative financial instruments

The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

~~Principle Security~~REPORT ~~International,~~OF ~~Inc.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~(A Development~~To ~~Stage~~the ~~Company)~~Board of Directors

~~Notes~~Leeward ~~to Consolidated~~Group ~~Financial~~Holdings, ~~Statements~~Inc.

We have audited the accompanying consolidated balance sheets of Leeward Group Holdings, Inc., as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (~~Expressed in~~deficit) Uand cash flows for the years then ended.S These financial statements are the responsibility of the Company’s management. ~~Dollars)~~Our responsibility is to express an opinion on these financial statements based on our audits.

~~31 May 2009____________________________________________________________________________________________________________________________________________~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Income taxes~~In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Leeward Group, Inc. as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

~~Deferred income~~The ~~taxes~~accompanying ~~are reported for timing differences between items of income or expense reported in the~~ financial statements ~~and~~have ~~those~~been ~~reported~~prepared ~~for~~assuming ~~income~~that ~~tax purposes in accordance with SFAS No. 109, “Accounting for Income Taxes”, which requires~~ the ~~use~~Company ofwill ~~the~~continue ~~asset/liability~~as ~~method~~a ofgoing ~~accounting for income taxes~~concern. ~~Deferred~~ ~~income~~As ~~taxes~~discussed ~~and~~in ~~tax~~Note ~~benefits~~3 ~~are~~to ~~recognized for~~ the ~~future~~ ~~tax~~financial ~~consequences~~statements, ~~attributable~~the toCompany ~~differences~~had ~~between~~losses ~~the~~from ~~financial statement~~operations ~~carrying amounts~~ of ~~existing~~$244,522, ~~assets~~an ~~and~~accumulated ~~liabilities~~deficit ~~and~~of ~~their respective tax bases~~$760,169, and ~~for~~working ~~tax~~capital ~~loss~~deficit ~~and~~of ~~credit carry-forwards. Deferred~~$229,597, ~~tax~~which ~~assets~~raises ~~and~~substantial ~~liabilities~~doubt ~~are~~about ~~measured using~~its ~~enacted~~ability ~~tax rates expected~~ to ~~apply~~continue toas ~~taxable~~a ~~income~~going inconcern. ~~the~~Management’s ~~years~~plans ~~in which~~concerning ~~those~~these ~~temporary~~matters ~~differences~~ are ~~expected~~also todescribed bein ~~recovered~~Note ~~or settled~~3. The ~~Company~~financial ~~provides~~statements ~~for~~do ~~deferred~~not ~~taxes~~include ~~for~~any ~~the~~adjustments ~~estimated future~~that ~~tax~~might ~~effects~~result ~~attributable~~from tothe ~~temporary~~outcome ~~differences~~of ~~and~~this ~~carry-forwards when realization is more likely than not~~uncertainty.

~~Basic and~~/s/ ~~diluted~~Sadler, ~~net~~Gibb ~~loss~~& ~~per~~Associates, ~~share~~LLC

~~The Company~~Salt ~~computes~~Lake ~~net loss per share in accordance with SFAS No. 128~~City, “Earnings per Share.” SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.UT

~~Comprehensive loss~~March 31, 2011

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 31 May 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

Segments of an enterprise and related information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” supersedes SFAS No. 14, “Financial Reporting for Segments of a Business Enterprise.” SFAS No.131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No.131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

~~Notes to~~ Consolidated ~~Financial~~Balance ~~Statements~~Sheets

(Expressed in U.S. Dollars)

ASSETS

			December 31,		December 31,
			2010		2009
CURRENT ASSETS
	Cash		$	14,250	$	183,361
	Restricted cash			35,399		113,085
	Commissions receivable			117,367		102,841
	Prepaid expenses			-		6,667

		Total Current Assets		167,016		405,954

PROPERTY AND EQUIPMENT, net				500		8,049

OTHER ASSETS
	Intangible assets, net			499,566		626,708

		TOTAL ASSETS	$	667,082	$	1,040,711

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	66,582	$	24,201
	Premiums in trust			37,146		96,122
	Capital leases			1,637		17,586
	Related party note payable			239,282		33,590
	Short-term notes payable			-		249,901
	Notes payable, current portion			53,515		49,664

		Total Current Liabilities		398,162		471,064

LONG-TERM LIABILITIES
	Notes payable, net of current portion			540,165		596,370

		TOTAL LIABILITIES		938,327		1,067,434

STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock; $0.0001 par value,100,000,000 shares
	authorized; 100,000,000 and 65,000,000 shares issued
	and outstanding, respectively			1,000		650
	Additional paid-in capital			487,924		488,274
	Accumulated deficit			(760,169)		(515,647)

		Total Stockholders' Equity (Deficit)		(271,245)		(26,723)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	667,082	$	1,040,711

Start-up expenses

The Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up Activities,” which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 27 November 2006 to 31 May 2009.

Foreign currency translation

The Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation.” Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Changes in Accounting Policies

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after 15 November 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before 15 November 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of SFAS No. 159 did not have a material impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after 15 November 2007. The adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial statements.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

~~Notes to~~ Consolidated ~~Financial~~ Statements of Operations

(Expressed in U.S. Dollars)

			For the Year Ended
			December 31,
			2010		2009

REVENUES			$	1,273,159	$	1,226,304

OPERATING EXPENSES

	Depreciation and amortization			134,408		139,545
	Salaries and wages			724,894		664,598
	General and administrative			575,699		552,043

		Total Operating Expenses		1,435,001		1,356,186

OPERATING INCOME (LOSS)				(161,842)		(129,882)

OTHER INCOME (EXPENSE)

	Loss on disposal of assets			(283)		-
	Interest income			178		252
	Interest expense			(82,575)		(113,327)

		Total Other Income (Expense)		(82,680)		(113,075)

NET LOSS BEFORE INCOME TAXES				(244,522)		(242,957)

INCOME TAX EXPENSE				-		-

NET LOSS			$	(244,522)	$	(242,957)

BASIC AND DILUTED LOSS
PER SHARE			$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER
NUMBER OF SHARES OUTSTANDING				85,808,219		65,000,000

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle – a replacement of FASB statement No. 162”. SFAS No. 168 replaces the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles as stated with FASB Accounting Standards Codification becoming the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements issued for fiscal years and interim periods beginning after 15 September 2009. The Company does not expect this adoption will have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167 is intended to establish general standards of financial reporting for companies with variable interest entities. It requires timely and useful disclosure of information related to the Company’s involvement with variable interest entities. This disclosure should alert all users to the effects on specific provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, related to the changes to the special-purpose entity proposal in FASB Statement No. 166, “Accounting for Transfers of Financial Assets”, and the treatment of specific provisions of Interpretation 46(R). SFAS No. 167 is effective for financial statements issued for fiscal years and interim periods beginning after 15 November 2009. The Company has determined that the adoption of SFAS No. 167 will have no impact will have on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement” (“SFAS 166”). SFAS No. 166 is intended to establish standards of financial reporting for the transfer of assets and transferred assets to improve the relevance, representational faithfulness, and comparability. SFAS 166 was established to clarify derecognition of assets under FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 166 is effective for financial statements issued for fiscal years and interim periods beginning after 15 November 2009. The Company has determined that the adoption of SFAS No. 166 will have no impact will have on its consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”. SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date–that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS No. 165 is effective for financial statements issued for fiscal years and interim periods ending after 15 June 2009. The adoption of this statement did not have a material impact on its consolidated financial statements.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

~~Notes to~~ Consolidated ~~Financial~~ Statements of Stockholders' Equity (Deficit)

(Expressed in U.S. Dollars)

								Total
				Additional				Stockholders'
	Common Stock			Paid-in		Accumulated		Equity
	Shares	Amount		Capital		Deficit		(Deficit)

Balance, December 31, 2008	65,000,000	$	650	$	449,450	$	(272,690)	$	177,410

Value of beneficial conversion feature	-		-		38,824		-		38,824

Net loss for the year
ended December 31, 2009	-		-		-		(242,957)		(242,957)

Balance, December 31, 2009	65,000,000		650		488,274		(515,647)		(26,723)

Recapitalization pursuant to
reverse merger	35,000,000		350		(350)		-		-

Net loss for the year
ended December 31, 2010	-		-		-		(244,522)		(244,522)

Balance, December 31, 2010	100,000,000	$	1,000	$	487,924	$	(760,169)	$	(271,245)

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after 15 December 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company does not expect this adoption will have a material impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after 15 November 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its consolidated financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after 15 December 2008. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its consolidated financial statements.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

~~Notes to~~ Consolidated ~~Financial~~ Statements of Cash Flows

(Expressed in U.S. Dollars)

				For the Year Ended
				December 31,
				2010		2009
OPERATING ACTIVITIES

	Net loss			$	(244,522)	$	(242,957)
	Adjustments to reconcile net loss to
	net cash used by operating activities:
		Depreciation and amortization			134,408		139,545
		Loss on disposal of asset			283		-
		Amortization of beneficial conversion feature			15,099		23,725
	Changes in operating assets and liabilities
		Commissions receivable			(14,526)		(37,581)
		Prepaid expenses			6,667		13,333
		Accounts payable and accrued expenses			42,381		6,440
		Premiums in trust			(58,976)		8,223

			Net Cash Used in Operating Activities		(119,186)		(89,272)

INVESTING ACTIVITIES

		Business acquisitions			-		(20,000)

			Net Cash Used in Investing Activities		-		(20,000)

FINANCING ACTIVITIES

		Repayment of capital leases			(15,949)		(16,464)
		Proceeds from related party note			210,000		-
		Repayment of related party note			(4,308)		(4,728)
		Proceeds from notes payable			-		870,000
		Repayments of notes payable			(317,354)		(783,813)

			Net Cash Used in Financing Activities		(127,611)		64,995

NET DECREASE IN CASH					(246,797)		(44,277)
CASH AT BEGINNING OF YEAR					296,446		340,723

CASH AT END OF YEAR				$	49,649	$	296,446

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION

	CASH PAID FOR:
		Interest		$	61,113	$	76,269
		Income taxes			-		-

	NON CASH FINANCING ACTIVITIES:			$	-	$	-

In December 2007, the FASB issued SFAS No.141(R), “Business Combinations.” SFAS No. 141(R) replaces SFAS No. 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141 (R) is effective for financial statements issued for fiscal years beginning after 15 December 2008. The Company is evaluating the impact adopting SFAS No. 141(R) will have on its consolidated financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

International Financial Reporting Standards

In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare consolidated financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its consolidated financial statements and will continue to follow the proposed roadmap for future developments.

3. Equipment

		Accumulated amortization		Net Book Value
	Cost			2009	2008
	$		$	$	$
Computer equipment	2,086		1,029	1,057	1,420

During the year ended 31 May 2009, the total additions of the Company to equipment were $Nil (2008 - $Nil).

4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

~~(A Development~~Notes ~~Stage~~to ~~Company)~~Financial Statements

~~Notes~~December ~~to Consolidated~~31, ~~Financial~~2010 ~~Statements~~and 2009

~~(Expressed in~~NOTE ~~U.S.~~1 ~~Dollars)~~– NATURE OF OPERATIONS

31 Leeward Group Holdings, Inc, (the “Company”) was incorporated under the laws of the State of Nevada on November 27, 2006. The Company through its subsidiaries operates as a general insurance agency that markets and sells insurance products, including property and casualty insurance products as well as life, health and group health insurance products. The Company has one wholly-owned subsidiary, Leeward Group, Inc. which it acquired through a share exchange entered into on May ~~2009____________________________________________________________________________________________________________________________________________~~ 28, 2010. Leeward Group, Inc. has one wholly-owned subsidiary, Sangamon Associates, Inc., which it acquired through a share exchange entered into on October 30, 2008. Sangamon Associates, Inc has its own wholly-owned subsidiary, Flagship Insurance Agency, Inc. the assets of which it acquired on August 1, 2007. The financial statements are prepared on a consolidated basis.

5.NOTE ~~Convertible~~2 ~~Debentures~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	31 May 2009	31 May 2008
	$	$
Issued on 24 December 2008, the convertible debenture bears interest at 10% per annum on any unpaid principal balance and is secured by a general charge on the assets of the Company. The principal amount is repayable at any time in whole or in part and accrued interest shall be due at the end of each calendar quarter, with the first payment due on the last day of the first calendar quarter after 24 December 2008. The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into common shares of the Company at any time up to 24 December 2011 at $0.0125 per Unit where a Unit consists of one common share for an equivalent amount of principal and interest due and payable. During the year ended 31 May 2009, the Company accrued interest expense of $216. The balance as at 31 May 2009 consists of principal and accrued interest of $5,000 (2008 - $Nil) and $216 (2008 - $Nil), respectively (Note 10).	5,216	-
Issued on 24 December 2008, the convertible debenture bears interest at 10% per annum on any unpaid principal balance and is secured by a general charge on the assets of the Company. The principal amount is repayable at any time in whole or in part and accrued interest shall be due at the end of each calendar quarter, with the first payment due on the last day of the first calendar quarter after 24 December 2008.The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into common shares of the Company at any time up to 24 December 2011 at $0.0125 per Unit where a Unit consists of one common share for an equivalent amount of principal and interest due and payable. During the year ended 31 May 2009, the Company accrued interest expense of $216. The balance as at 31 May 2009 consists of principal and accrued interest of $5,000 (2008 - $Nil) and $216 (2008 - $Nil), respectively (Note 10).	5,216	-
Issued on 5 March 2009, the convertible debenture bears interest at 10% per annum on any unpaid principal balance and is secured by a general charge on the assets of the Company. The principal amount is repayable at any time in whole or in part and accrued interest shall be due at the end of each calendar quarter, with the first payment due on the last day of the first calendar quarter after 5 March 2009. The holder of the convertible debenture has the right to convert any portion of the unpaid principal and/or accrued interest into common shares of the Company at any time up to 5 March 2012 at $0.0125 per Unit where a Unit consists of one common share for an equivalent amount of principal and interest due and payable. During the year ended 31 May 2009, the Company accrued interest expense of $91. The balance as at 31 May 2009 consists of principal and accrued interest of $3,800 (2008 - $Nil) and $91 (2008 - $Nil), respectively.	3,891	-
	14,323	-

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31.

Use of Estimates

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sangamon Associates, Inc along with its wholly-owned subsidiary Flagship Insurance Agency, Inc. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the US. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. At December 31, 2010 and 2009, no excess existed. As of December 31, 2010 and 2009 the Company had $14,250 and $183,361 of cash and cash equivalents, respectively.

Fixed Assets

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from 3 to 7 years for furniture, fixtures, machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the economic life of the asset.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

Notes to ~~Consolidated~~ Financial Statements

~~(Expressed in~~December ~~U.S.~~31, ~~Dollars)~~2010 and 2009

6.Advertising ~~Due to Related Party and Related Party Transaction~~Costs

AsThe atCompany’s ~~31 May~~policy ~~2009,~~regarding ~~the~~advertising ~~amount~~is ~~due~~ to ~~related~~expense ~~party~~advertising ~~consists~~when ofincurred. ~~$Nil~~The ~~(2008~~Company -incurred $354,~~020) payable~~274 toand a$-0- ~~director~~in ~~and~~advertising ~~shareholder~~expense offor the ~~Company. This~~years ~~balance~~ended ~~is non-interest~~December ~~bearing~~31, ~~unsecured~~2010 and ~~has~~2009, ~~no fixed terms of repayment~~respectively.

~~During~~NOTE ~~the~~2 ~~year~~– ~~ended~~SUMMARY 31OF ~~May~~SIGNIFICANT ~~2009,~~ACCOUNTING aPOLICIES ~~director and shareholder of the Company was paid consulting fees in the amount of $Nil~~ (~~2008 - $21,584~~CONTINUED).

~~During year~~Long-lived ended 31 May 2009, a director and shareholder of the Company forgave loans to the Company totaling $35,020. This loan forgiveness has been recorded as contributions to capital of the Company (Notes 7 and 9). Assets

~~During the~~The ~~year~~Company ~~ended~~continually 31monitors ~~May~~events ~~2009,~~and achanges ~~director~~in ~~and~~circumstances ~~shareholder~~that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company ~~made contributions~~assesses tothe ~~capital~~recoverability ~~for~~of ~~consulting~~long-lived ~~fees~~assets inby determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of ~~$10~~those assets,~~909~~ ~~(2008~~the ~~– $Nil)~~Company ~~(Notes~~recognizes 7an ~~and~~impairment 9)loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

7.Fair ~~Capital~~Value ~~Stock~~of Financial Instruments

~~Authorized~~On January 1, 2008, the Company adopted ASC 820, “Fair Value Measurements. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

~~The~~§ ~~total authorized~~Level ~~capital~~1 isinputs ~~100,000,000~~to ~~common~~the ~~shares~~valuation ~~with~~methodology aare ~~par~~quoted ~~value~~prices of(unadjusted) ~~$0.00001~~for ~~per common~~identical ~~share~~assets ~~and~~or ~~100,000,000~~liabilities ~~preferred~~in ~~shares~~active ~~with a par value of $0~~markets.~~00001.~~

~~Issued~~ § Level 2 inputs to the valuation methodology include quoted prices for similar assets and ~~outstanding~~liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~The~~§ ~~total issued~~Level ~~and~~3 ~~outstanding~~inputs ~~capital~~to ~~stock~~valuation ismethodology ~~8,518,000~~are ~~common~~unobservable ~~shares~~and ~~with~~significant ato ~~par~~the ~~value of~~fair $0measurement.~~00001 per common share.~~

~~During~~ The carrying amounts reported in the ~~year~~balance ~~ended~~sheets 31for ~~May~~the ~~2007~~cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the ~~Company~~short ~~issued~~period ~~8,518,000~~of ~~common~~time ~~shares~~between ~~for~~the ~~cash proceeds~~origination of ~~$78~~such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31,~~700~~ 2010 and 2009.

~~The~~Revenue ~~common stock is not subject to warrants, agreements or options at 31 May 2009.~~Recognition

~~During the~~The ~~year~~Company ~~ended~~recognizes 31revenue ~~May~~according ~~2009~~to ASC 740, awhen ~~director~~persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable and ~~shareholder~~collectability ofis reasonably assured. These criteria are typically met when a policy is signed. When policies are signed, the Company ~~made contributions~~enters tothe ~~capital~~sales into its policy management and tracking system which is when revenue is recognized. Returns are booked as contra-revenue and are generally less than 1% of all sales and thus no reserve or estimate of returns is recorded. Cash for ~~consulting~~sales ~~fees~~is either collected up-front in the ~~amount~~form of ~~$10~~a non-refundable deposit which is greater than the commission portion due to the Company. The remaining sales are remitted on a monthly basis from the insurance providers. No allowance for doubtful accounts is recorded as all remittances are made from the insurance providers directly,~~909~~ ~~(2008~~revenue ~~– $Nil)~~is ~~(Notes~~not 6recognized on cancelled policies, and 9)the historical collection rate has effectively been 100%.

During year ended 31 May 2009, a director and shareholder of the Company forgave loans to the Company totaling $35,020. This loan forgiveness has been recorded as contributions to capital of the Company (Notes 6 and 9).

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

Notes to ~~Consolidated~~ Financial Statements

~~(Expressed in~~December ~~U.S.~~31, ~~Dollars)~~2010 and 2009

8. Income Taxes The Company has losses carried forward for income tax purposes to 31 May 2009. There are no current or deferred tax expenses for the year ended 31 May 2009 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes. The provision for refundable federal income tax consists of the following:

	For the year ended 31 May 2009	For the year ended 31 May 2008	For the year ended 31 May 2007
	$	$	$
Deferred tax asset attributable to:
Current operations	16,392	20,148	4,514
Amortization	(111)	(213)	(14)
Forgiveness of related party debt (Notes 6, 7 and 9)	(5,253)
Less: Change in valuation allowance	(11,028)	(19,935)	(4,500)
Net refundable amount	-	-	-

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

The ~~composition~~Company ofadopted ASC 740, at the ~~Company’s~~beginning ~~deferred~~of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax ~~assets~~positions asusing ata 31“more-likely-than-not” ~~May~~approach, ~~2009~~requiring the recognition and ~~2008 are~~measurement asof ~~follows:~~uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.

	2009	2008
	$	$
Net income tax operating loss carryforward	113,624	72,251
Statutory federal income tax rate	15%-30.67%	15%-34.50%
Deferred tax asset	33,087	24,435
Tax loss carryforward
Less: Valuation allowance	(33,087)	(24,435)
Net deferred tax asset	-	-

Stock-Based Compensation

The ~~potential~~ ~~income~~Company ~~tax~~records ~~benefit~~stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of ~~these~~equity ~~losses~~instruments ~~has~~are ~~been~~accounted ~~offset~~for bybased aon ~~full~~the ~~valuation allowance~~fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.

~~Principle Security~~LEEWARD ~~International~~GROUP HOLDINGS, ~~Inc~~INC.

(~~A Development~~FKA ~~Stage~~Principle ~~Company~~Security International, Inc.)

Notes to ~~Consolidated~~ Financial Statements

~~(Expressed in~~December ~~U.S.~~31, ~~Dollars)~~2010 and 2009

AsRecent atAccounting ~~31 May~~Pronouncements 2009, the Company has an unused net operating loss carry-forward balance of approximately $113,624 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires in 2029.(continued)

9In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. ~~Supplemental~~This ~~Disclosures~~Accounting ~~with~~Standards ~~Respect~~Update toamends ~~Cash~~the ~~Flows~~FASB Accounting Standards Codification for Statement 166.

	For the period from the date of inception on 27 November 2006 to 31 May 2009 (unaudited)	For the year ended 31 May 2009	For the year ended 31 May 2008	For the year ended 31 May 2007
		$	$	$
Cash paid during the year for interest	-	-	-	-
Cash paid during the year for income taxes	-	-	-	-
Foreign exchange gain	1,338	1,206	(247)	379

~~During~~ In October 2009, the ~~year~~FASB ~~ended~~issued 31Accounting ~~May~~Standards Update 2009-14, aSoftware ~~director~~(Topic ~~and~~985): ~~shareholder~~Certain ofRevenue Arrangements That Include Software Elements. This update changed the ~~Company~~accounting ~~made contributions~~model tofor ~~capital~~revenue arrangements that include both tangible products and software elements. Effective prospectively for ~~consulting~~revenue ~~fees~~arrangements inentered ~~the~~into ~~amount~~or ofmaterially ~~$10,909 (2008~~modified –in ~~$Nil)~~fiscal ~~(Notes~~years 6beginning ~~and~~on 7)or after June 15, 2010. Early adoption is permitted

~~During year~~In ~~ended~~October 312009, ~~May~~the FASB issued Accounting Standards Update 2009-13, aRevenue ~~director~~Recognition ~~and~~(Topic ~~shareholder~~605): ofMultiple-Deliverable Revenue Arrangements. This update addressed the ~~Company~~accounting ~~forgave~~for ~~loans~~ multiple-deliverable arrangements to ~~the~~enable ~~Company~~vendors ~~totaling~~to ~~$35,020~~account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This ~~loan~~amendment ~~forgiveness~~ has ~~been~~eliminated ~~recorded as~~that ~~contributions~~residual tomethod ~~capital~~ of ~~the~~allocation. ~~Company~~Effective ~~(Notes~~prospectively 6for ~~and~~revenue 7)arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

10In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ~~Contingency~~This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The ~~Company~~provisions isof EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in ~~default~~the financial statements of ~~certain~~the ~~terms~~share ~~related~~lender. toAn example of a share-lending arrangement is an agreement between the ~~convertible debentures~~Company (~~Note~~share 5lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.

11. Subsequent Events

There are no subsequent events from the date of the year ended 31 May 2009 to the date the financial statements were available to be issued on 14 August 2009.

~~ITEM~~LEEWARD ~~9. CHANGES~~GROUP INHOLDINGS, ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~INC.

~~There have~~(FKA ~~been~~Principle noSecurity ~~disagreements with our current or former accountants on accounting or other financial disclosures since inception. During the fiscal year ended May 31~~International, ~~2009, we changes our principal auditing firm to James Stafford Chartered Accountants, Vancouver, British Columbia, Canada~~Inc.)

~~ITEM~~Notes ~~9A. CONTROLS AND~~to ~~PROCEDURES.~~Financial Statements

~~Evaluation of~~December ~~Disclosure~~31, ~~Controls~~2010 and ~~Procedures~~2009

~~We maintain~~NOTE ~~“disclosure~~3 ~~controls~~– ~~and~~GOING procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.CONCERN

~~Changes~~ The Company's financial statements are prepared using generally accepted accounting principles in ~~Internal~~the ~~Controls~~United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~There were~~In noorder ~~changes~~to incontinue ~~our~~as ~~internal~~a ~~control~~going ~~over~~concern, ~~financial~~the ~~reporting~~Company ~~during the fiscal~~will ~~year ended~~need, ~~May~~among 31other things, ~~2009~~additional ~~that~~capital ~~have~~resources. ~~materially~~Management's ~~affected,~~plan ~~or are~~is ~~reasonably~~to ~~likely~~obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to ~~have~~meet ~~materially~~its ~~affect,~~minimal ~~our~~operating ~~internal~~expenses ~~control~~and ~~over financial~~seeking ~~reporting~~equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~Limitations on~~The ability of the ~~Effectiveness~~Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of ~~Controls~~financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Our management,~~NOTE ~~which~~4 ~~includes~~– ~~our~~RESTRICTED ~~CEO~~CASH ~~and~~AND ~~CFO,~~PREMIUMS ~~does~~IN not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company will be or have been detected.TRUST

~~The design~~As normal part of ~~any~~its ~~system~~business, ofthe ~~controls~~Company ~~also~~receives iscustomer ~~based~~deposits inthat ~~part~~are ~~upon~~to ~~certain~~be ~~assumptions about~~remitted to the ~~likelihood~~insurance ofcarriers. In ~~future~~some ~~events,~~cases ~~and~~the ~~there~~customers ~~can~~pay bethe noentire ~~assurance~~policy ~~that~~upfront ~~any design~~or ~~will~~a ~~succeed~~portion inof ~~achieving~~the ~~its~~policy ~~stated~~as ~~goals~~a ~~under~~down ~~all~~payment. These ~~potential~~funds ~~future conditions;~~are ~~over~~directly ~~time,~~billed ~~controls~~by ~~may~~the ~~become~~Company ~~inadequate~~then ~~because~~remitted to the insurance carriers are typically held for an average of ~~changes~~30 ~~in conditions~~days before being remitted to the insurance carriers. However, orbefore remittance, the ~~degree~~Company deducts a commission percentage earned, which averages 15% of ~~compliance~~the collected amounts. The remaining amounts being remitted are classified as restricted cash with ~~the~~an ~~policies~~offset orto ~~procedures~~current ~~may deteriorate~~liabilities. The ~~Because~~Company ofrecords the ~~inherent~~amount ~~limitations~~to in a ~~cost-effective~~liability ~~control system,~~account ~~misstatements~~called ~~due~~premiums in trust to ~~error~~offset orthe ~~fraud~~restricted ~~may~~cash ~~occur~~held ~~and~~in ~~not~~the ~~be detected~~Company’s trust accounts.

~~CEO~~ As of December 31, 2010 and ~~CFO~~2009 ~~Certifications~~the Company had $35,399 and $113,085 in restricted cash and $37,146 and $96,122 in premiums in trust.

~~Included in~~NOTE ~~this~~5 ~~report~~– ~~are~~PROPERTY ~~Certifications~~AND of of our principal executive and principal accounting officer. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.EQUIPMENT

~~Management’s Annual~~Property ~~Report~~and onequipment ~~Internal~~consisted ~~Control~~of ~~over~~the ~~Financial~~following ~~Reporting~~as of December 31, 2010 and 2009:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2009 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

	2010		2009
Furniture & Office Equipment	$	1,500)	$	2,100)
Leased equipment		49,447)		49,447)
Total Property and Equipment		51,429)		51,547)
Less: Accumulated Depreciation		(50,447)		(43,498)
Net Property and Equipment	$	500)	$	8,049)

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2009, management concluded that our internal controls over financial reporting were not operating effectively. It was determined that there were control deficiencies that when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of May 31, 2009 and it is clarified that management did not identify any material weaknesses in its internal control over financial reporting.

~~Internal Control~~LEEWARD ~~deficiencies~~GROUP ~~identified for the period ended May 31~~HOLDINGS, ~~2009, were as follows:~~INC.

~~1. We~~(FKA doPrinciple ~~not~~Security ~~employ an Audit Committee – While not being legally obligated to have an audit committee~~International, ~~it is our view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statements~~Inc. Currently our sole officer and director, who is also the sole member of the Board of Directors, acts in the capacity of the Audit Committee. Because he is our sole member, he cannot be considered independent and lacks sufficient financial expertise for overseeing financial reporting responsibilities.)

AsNotes ~~a result~~to ofFinancial the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.Statements

~~Our auditors~~December ~~did not test the effectiveness of nor relied on our internal controls~~31, or ~~lack~~2010 ~~thereof,~~and ~~during their audit of our fiscal year ended May 31,~~ 2009.

~~ITEM 9B. OTHER~~NOTE ~~INFORMATION~~6 – ACQUISITIONS

~~None.~~Year ended December 31, 2009

~~PART III~~On October 30, 2008, Leeward Group, Inc. and Sangamon Associates Inc. (“Sangamon”) entered into a share exchange agreement wherein Sangamon gave to the Company 100% of the 200 shares issued and outstanding in exchange for 10,606,000 of the Company’s common stock. Due to the fact that both entities are under common control, i.e. the sole shareholders of the Company (Kevin Coughlin, CEO and William Cleave, President) were also the sole shareholders of Sangamon, the Company is required to account for this transaction as a pooling of interest, referenced in ASC 805-10.

~~ITEM~~The 10standard refers to APB 16 for detail on how to account for a transaction according to the pooling-of-interest method. Under ~~DIRECTORS,~~that ~~EXECUTIVE~~standard ~~OFFICERS,~~the ~~PROMOTERS~~Company ~~AND~~accounted ~~CONTROL~~for ~~PERSONS;~~the ~~COMPLIANCE~~share ~~WITH~~exchange ~~SECTION~~agreement ~~16(~~by recording assets and liabilities of the separate companies as the recorded assets and liabilities of the combined corporation. The combined corporation has appropriately recorded the historical-cost based amounts of the assets and liabilities of the separate companies because the existing basis of accounting continues. The stockholders' equities of the separate companies were also combined as a) OFpart ~~THE~~of ~~EXCHANGE~~the ~~ACT~~pooling-of-interests method of accounting. The combined corporation recorded as capital the capital stock and additional paid-in capital of the separate companies. Additionally, retained earnings of the separate companies were combined and recognized as retained earnings of the combined corporation. The amount of outstanding shares of stock of the combined corporation at par exceeded the total amount of capital stock of the combined company. Thus the excess was deducted from the combined additional balance in paid-in capital.

~~Directors~~ The Company reported results of operations for the period in which the combination occurs as though the companies had been combined as of the beginning of the period. Results of operations for that period thus comprise those of the separate companies combined from the beginning of the period to the date the combination is consummated and ~~Executive~~those ~~Officers~~of the combined operations from that date to the end of the period. All effects of intercompany transactions from operations before the date of combination reports operations before and after the date of combination were eliminated.

~~The following~~Finally, ~~table~~balance ~~sets~~sheets ~~forth~~and other financial information of the ~~name,~~separate ~~positions~~companies ~~and~~as ~~age~~of the beginning of ~~our~~the ~~sole~~period ~~executive officer~~have ~~and~~been ~~director.~~presented ~~Directors~~as ~~are~~though ~~elected~~the companies had been combined at ~~the~~that ~~annual~~date. ~~meeting~~Financial ~~of stockholders~~statements and ~~serve~~financial ~~for~~information ~~one~~of ~~year~~the orseparate ~~until~~companies ~~their~~presented ~~successors~~for ~~are~~prior ~~elected~~years ~~and qualify.~~have ~~Officers~~also ~~are~~been ~~elected~~restated byon ~~the~~a ~~Board~~combined ofbasis ~~Directors~~to ~~and~~furnish ~~their~~comparative ~~terms~~information. ~~of office~~All ~~are,~~restated ~~except~~financial tostatements ~~the~~and ~~extent~~financial ~~governed~~summaries byindicate ~~employment~~clearly ~~contract,~~that atfinancial ~~the discretion~~data of the ~~Board~~previously ofseparate ~~Directors~~companies are combined.

Name	Age	Title
		Chief Executive and Chief Financial Officer,
Charles Payne	47	President, Secretary/Treasurer, Principal
		Accounting Officer and sole Director

On December 17, 2009 the Company acquired the book of business (the “Assets”) of Waughtal Insurance Agency (“Waughtal”). Pursuant to the agreement, the Company agreed to pay Waughtal 1) $20,000 at the date of the sale and 2) $20,000 to be paid in ten equal payments starting on January 25th. Also pursuant to the agreement, the payments outlined above are contingent upon the minimum commission revenue of the Assets acquired to be in excess of $75,000 for the most recent 12 month period of the payment. In the event that the book of business is less than 90 percent of the said amount, the payments will be reduced by 0.53 times the difference of current twelve months.

Background of Officers and Directors

Mr. Charles Payne has been our President, Principal Executive Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors since our inception on November 27, 2006. Mr. Payne graduated from the University of British Columbia in 1987 with a Bachelor of Arts Degree in International Relations.

Prior to founding Principle Security International, Inc., Mr. Payne was involved in the Security and Investigations industry in the Greater Vancouver, British Columbia area since 1980 in a variety of capacities including private investigator, skip tracer (an unlicensed investigator, employed by a collection agency who is responsible for locating debtors and forwarding their contact information to the collection agency) for D. Appleton and Associates (May 1993-July 1994) and PDQ Skip Tracing (July 1994 – December 1994) and as a protective services operative agent for Intercon Security Limited (1989 through 2006). Mr. Payne possesses extensive experience in basic guard services and mobile alarm/crisis response, both as a manager and an employee.

From April 2001 to March 2004, Mr. Payne was the assistant chief education officer for Hilltop Security Academy; in Surrey, British Columbia, Canada. He has taught both the mandatory security courses, basic standards training, and advanced courses in private investigation, close protection and loss prevention.

From April 2004 to October 2004, Mr. Payne was employed as the manager of training, BC for Paladin Security Group in Burnaby, British Columbia, Canada. Mr. Payne’s main duty was the instruction of mandatory security courses for all new staff and the design and implementation of new courses. He also provided staff evaluations and new employee orientation.

Mr. Payne has acted as a private security consultant in Alberta, Canada from October 2004 to November 2005, where he provided confidential security services for several private clients.

~~From November~~LEEWARD ~~2005~~GROUP ~~to present~~HOLDINGS, MrINC. ~~Payne has been acting as an independent security personnel contractor for a variety of film production companies in the Greater Vancouver area in British Columbia, Canada.~~

~~Other than~~(FKA ~~our~~Principle ~~board~~Security ~~of directors~~International, MrInc. ~~Payne has not been a member of the board of directors of any corporations during the last five years. Mr. Payne devotes his time as required to the business of the Company.~~)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 6 – ACQUISITIONS (CONTINUED)

Year ended December 31, 2009 (continued)

The Company has valued the assets acquired based on the $40,000 purchase price and recorded it as an intangible asset. The Company amortizes this asset over its estimated useful life of 7 years. As of December 31, 2010 and 2009 the Company has recognized amortization expense of $5,716 and $219, respectively.

Year ended December 31, 2008

On December 31, 2008, the Company acquired the book of business (the “Assets”) of Brady Rogers, Inc (“Brady Rogers”) located in Warwick, Rhode Island. Pursuant to the agreement, the Company agreed to pay Brady Rogers, Inc. 1) $125,000 at the date of the sale, 2) $25,000 to be paid on December 31, 2009 or the anniversary date, 3) 25 percent commissions received by the Company from insurance companies for which the business was placed for the next 12 months following the closing, 4) 30 percent commissions received by the Company from insurance companies for which the business was placed for the subsequent 36 months following the anniversary of the closing, 5) 50 percent of profit contingency income received from the assets acquired during the four year payout period (if any is received), and 6) the Company will purchase and pay two 5-year term life insurance policies with a face amount of $500,000 each. The Company also assumed three capital leases valued at a total of $13,299.

The Company has valued the assets acquired based on the $150,000 purchase price and recorded it as an intangible asset. The Company amortizes this asset over its estimated useful life of 7 years. As of December 31, 2010 and 2009 the Company has recognized amortization expense of $21,428 and $21,429 respectively.

Impairment of Intangible Assets

Company management reviews the carrying value of all intangible assets on an annual basis or when events transpire that may require impairment. For the year ended December 31, 2008, the Company relied on a third-party valuation of the fair value of the combined assets of Leeward Group, Inc. This valuation yielded a fair value for Leeward Group, Inc. in excess of $1,800,000 as of March 31, 2009.

The appraisal was based primarily on a discounted future cash flow valuation. Cash flow is based on recast net income, which is net income less depreciation, amortization and non-recurring charges. The non-recurring charges consist of loan origination and closing fees along with fees incurred during the acquisitions made during the year. Management uses a conservative 2-3 percent growth rate when in actuality revenue growth has outpaced this estimate. The discount rate is equal the incremental borrowing cost to the Company.

Impairment of Intangible Assets

As of December 31, 2010 the Company performed an evaluation of the fair value of the assets held by updating the model used in the evaluation for the results of the Company during the year ended December 31, 2010. Based on this evaluation, the Company determined that there has been no decrease in the fair value of the assets, and that the carrying value of the Company’s intangible assets do not exceed their fair value.

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 7 – CAPITAL LEASES

As part of the asset purchases the Company assumed the existing leases owned by the various offices. The Company evaluated these leases at the time of purchase and because they contain beneficial by-out options at the end of the lease, they have been classified as capital leases. The Company has used the discounted value of future payments as the fair value of these assets and has recorded the discounted value of the remaining payments as a liability.

As of December 31, 2010 and 2009 the net book value of these leased assets is $-0- and $6,649 as the Company recognizes $1,637 and $17,586 in remaining lease obligations. At December 31, 2010, aggregate monthly payments required under the capital leases total $4,759. Total future minimum lease payments under capitalized lease obligations together with the net minimum lease payments as of December 31, 2009, are as follows:

Year Ended December 31, 2010
2011	$	1,637
2012		-
2013		-
2014		-
2015		-
Thereafter		-
		1,637
Less Interest Portion		125
Net value of payments		1,763
Current Maturities		1,763
Long-term Obligations	$	-

NOTE 8 – RELATED PARTY NOTES PAYABLE

During the years ended December 31, 2010 and 2009, the Company had borrowed a total of $239,282 and $33,590 from related parties. These notes bear no interest, are unsecured and are due on demand.

NOTE 9 – NOTES PAYABLE

As of December 31, 2010 the Company had an SBA loan with an outstanding balance of $593,680. The original note was entered into during October of 2009, had a principle balance was $650,000 at a fixed interest rate at the greater of 6% or prime+2.75%. The loan matures on September 30, 2019 and is collateralized by the assets of the Company and all of its wholly owned subsidiaries.

As of December 31, 2009 the Company also owed the shareholders of Brady Rogers, Inc. $25,000 pursuant to the purchase agreement dated December 31, 2008. The note payable was paid in full during the year ended December 31, 2010.

On November 6, 2009 the Company entered into a convertible note payable with a third party. Pursuant to the note agreement, the Company borrowed $220,000, including accrued interest, due on February 2, 2010, and convertible at a 15% discount to market price of the Company’s stock. This note was paid in full on July 1, 2010.

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 9 – NOTES PAYABLE (CONTINUED)

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, the BCF was valued at $38,824. The BCF has been recorded as a discount to the debenture payable and to Additional Paid-in Capital.

In accordance with ASC 470, the Company is amortizing the BCF over the life of the contract, which is 90 days. As of December 31, 2009 the Company has recognized $23,725 in amortization which has been charges to interest expense resulting in a carrying value of $204,901 as of December 31, 2009. The note was paid in full during the year ended December 31, 2010 and the $15,099 balance of the BCF was amortized.

As of December 31, 2008 the Company had a note payable of $616,895 to CFG, LLC The original principle balance was $773,481with an interest at the greater of 10% per annum or prime rate plus 5% per annum adjusted on the first business day of the month with monthly principal and interest payments of $16,543. The loan was to mature on August 10, 2012 and is collateralized by the assets of Sangamon Associates, Inc a wholly owned subsidiary of the Company. During October 2009, the Company paid this balance in full from the proceeds of the SBA loan noted above.

As of December 31, 2008 the Company had a subordinated note payable of $150,000 to Brady Rogers, Inc. with an interest rate of 5% per annum with one payment of $125,000 due at closing of the Asset Purchase Agreement between the Company and Brady Rogers, Inc. for the assets of Brady Rogers and one payment of $25,000 due January 15, 2010. The loan is collateralized, subordinated to any bank or third party financing source, by the assets of Brady Rogers, Inc.

At December 31, 2010, total future minimum payments required under all note payable agreements, excluding the capital lease obligations, are as follows:

Year Ended December 31, 2010
2011	$	53,515
2012		55,701
2013		59,137
2014		62,784
2015		66,657
Thereafter		295,886
Total	$	593,680

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 10 – EQUITY TRANSACTIONS

The Company is authorized to issue 100,000,000 shares of common stock at a par value of $0.00001 per share and 100,000,000 shares of preferred stock at a par value of $0.00001 per share. As of December 31, 2010 and 2009 there were 100,000,000 and 65,000,000 shares issued and outstanding, resprectively.

On May 28, 2010, The Company entered into a share exchange agreement with Leeward Group, Inc. a Delaware corporation, and the shareholders of Leeward. Pursuant to the terms of the share exchange agreement, the Company has acquired all of the issued and outstanding shares of Leeward’s common stock in exchange for 65,000,000 shares of the Company’s common stock. In conjunction with this agreement, the Company issued 11,989,775 common shares to HE Capital as compensation for services rendered to the Company. The Company had 23,010,225 common shares issued and outstanding as of May 28, 2010 immediately prior to the closing of the share exchange agreement, and 100,000,000 shares issued and outstanding upon closing of the share exchange agreement.

As of the closing date, the former shareholders of Leeward Group, Inc. held 65% of the issued and outstanding common shares of the Company. The issuance of the 65,000,000 common shares to the former shareholders of Leeward Group, Inc. was deemed to be a reverse acquisition for accounting purposes. Leeward Group, Inc., the acquired entity, is regarded as the predecessor entity as of May 28, 2010. The number of shares outstanding and per share amounts has been restated to recognize the recapitalization. All comparative financial data in these financial statements is that of Leeward Group, Inc.

Effective September 10, 2010, the Nevada Secretary of State accepted for filing a Certificate of Amendment to change the name of the Company to Leeward Group Holdings Inc., as approved by the Company’s board of directors and a majority of its shareholders.

NOTE 11 – INCOME TAXES

The FASB has issued FASB ASC 740-10 which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.

Deferred tax assets and the valuation account are as follows:

	2010		2009
Deferred tax assets:
NOL carryover	$	295,751	$	201,688
Valuation allowance		(295,751)		(201,688)
Net deferred tax asset	$	-	$	-

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 11 – INCOME TAXES (CONTINUED)

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 41% to pretax income from continuing operations for the years ended December 31, 2010 and 2009. The components of income tax expense are as follows:

	2010		2009
Book income (loss)	$	(100,254)	$	(99,612)
Value of beneficial conversion feature		6,191		9,727
Valuation allowance		94,063		89,885
	$	-	$	-

Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $721,345 as of December 31, 2010, which may be offset against future taxable income through 2030. No tax benefit has been reported in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2010 and 2009, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are for the years ended December 31, 2010, 2009 and 2008.

NOTE 12 - COMMITMENTS & CONTINGENCIES

Operating Leases

The Company has entered into various operating lease agreements for its offices. The operating leases have terms which vary from month to month or from 1 to 5 years. The monthly rentals total $6,601. The following table summarizes the Company’s future minimum lease payments under operating lease agreements for the five years subsequent to December 31, 2010:

Operating Leases

Year Ended
December 31, 2010
2011	$	27,590
2012		16,140
2013		16,140
2014		16,140
2015		16,140
Thereafter		-
Total	$	92,150

The Company recognizes lease expense on a straight-line basis over the life of the lease agreement. Contingent rent expense is recognized as it is incurred. Total rent expense in continuing operations from operating lease agreements was $75,900 and $62,820 for the years ended December 31, 2010 and 2009, respectively.

LEEWARD GROUP HOLDINGS, INC.

(FKA Principle Security International, Inc.)

Notes to Financial Statements

December 31, 2010 and 2009

NOTE 12 - COMMITMENTS & CONTINGENCIES (CONTINUED)

Litigation

The Company may be involved from time to time in ordinary litigation that will not have a material effect on its operations or finances. The Company is not aware of any pending or threatened litigation, except as outlined below, against the Company or the Company's officers and directors in their capacity as such that could have a material impact on the Company's operations or finances.

NOTE 13 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

Item 9A. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of December 31, 2010.

Management’s Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2010 was not effective 2010 due to a lack of adequate segregation duties and no independent audit committe.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2010.

Management believes that the material weakness set forth above did not have an effect on our financial results.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisitions, use, or disposition of the Company’s assets that could have a material affect on the Company’s financial statements are prevented or timely detected.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of this Annual Report on Form 10-K for the period ended December 31, 2010, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act based on the framework in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures were not effective as of December 31, 2010. There were no significant changes in our internal controls over financial reporting that occurred during the period covered in this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

Item 9B. Other Information

On July 9, 2010, we approved a change of auditor from James Stafford, Chartered Accountants to Sadler, Gibb & Associates, LLC. There were no disagreements with James Stafford, Chartered Accountants which were not resolved on any matters concerning accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of James Stafford, Chartered Accountants, would have caused James Stafford, Chartered Accountants to make reference to the subject matter of the disagreements. Complete details to the change of auditor were filed July 9, 2009 on our current report on Form 8-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Kevin Coughlin	President, Chief Executive Officer, Chief Financial Officer and Director	45	May 28, 2010
William Cleave	Vice President, Chief Operational Officer, Secretary and Director	45	May 28, 2010

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Kevin Coughlin – President, Chief Executive Officer, Chief Financial Officer and Director

Mr. Coughlin is the President and Chief Executive Officer of the company and Chairman of the Board. Mr. Coughlin resides in Hartsdale New York. Mr. Coughlin was one of the co-founders of Sangamon Associates, Inc. and Flagship Insurance Agency, Inc. the operating subsidiaries of the company. He has worked in the insurance and industry for over 18 years, with the last 10 years primarily in insurance agency acquisitions. Mr. Coughlin is a licensed life and health insurance broker. Mr. Coughlin has a BS from Manhattan College and an MA from Fordham University.

William Cleave – Vice President, Chief Operational Officer, Secretary and Director

Mr. Cleave is the Senior Vice President and Chief Operating Officer of the company and a director of the board. Mr. Cleave resides in Pennington, New Jersey. Mr. Cleave was one of the co-founders of Sangamon Associates, Inc. and Flagship Insurance Agency, Inc. the operating subsidiaries of the Company. He has worked in the insurance and industry for approximately 20 years, with the last 10 years primarily in reinsurance and risk management services. Mr. Cleave is licensed as a property and casualty insurance agent or broker in 50 states and holds the commercial property casualty underwriter (“CPCU”) designation and Associate of Reinsurance (“ARe”) designation. Mr. Cleave has a BS from Bradley University.

Employment Agreements

We have no formal employment agreements with any of our employees, directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

ToNone ~~our knowledge,~~of ~~during the past five years,~~ our ~~sole~~ ~~officer and director: (1) has not filed a petition under the federal bankruptcy laws or any state insolvency law~~directors, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive ~~officer~~ within two years before the time of such filing; (2) was not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was not the subject of any orderofficers, ~~judgment~~promoters or ~~decree,~~control not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons ~~engaged~~has inbeen ~~any~~involved ~~such activity; (5) was not found by a court of competent jurisdiction~~ in ~~a civil action or by the Securities and Exchange Commission to have violated~~ any ~~federal or state securities law and the judgment in subsequently reversed, suspended or vacate; or (6) was not found by a court~~ of ~~competent jurisdiction in a civil action or by~~ the ~~Commodity~~following ~~Futures~~events ~~Trading~~during ~~Commission to have violated any federal commodities law, and~~ the ~~judgment~~past inten ~~such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.~~years:

~~Compliance with~~1. A ~~Section~~petition ~~16(~~under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a) receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the ~~Exchange~~time ~~Act~~of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

~~Section 16(a)~~2. Such ofperson ~~the~~was ~~Securities~~convicted Exchange Act of 1934, as amended, requires our directors, officers and persons who beneficially own more than ten percent of our issued and outstanding common stock to file initial reports of ownership and any changes in ~~ownership~~a ofcriminal ~~our~~proceeding ~~common stock~~ or ~~other~~ ~~equity~~is ~~securities of the~~a ~~Company.~~named ~~Officers,~~subject ~~directors and greater than ten percent stockholders are required by Securities and Exchange Commission regulations to furnish us with copies~~ of ~~all Section 16(~~a) ~~forms~~pending ~~they~~criminal ~~file.~~proceeding To(excluding ~~the~~traffic ~~best~~violations ~~of our~~and ~~knowledge,~~other ~~all~~minor ~~such reports as required, were filed on a timely basis in compliance with Section 16(a~~offenses).;

~~Audit Committee and Audit Committee Financial Expert~~39

~~We do not~~3. Such ~~yet have~~person anwas ~~audit committee or audit committee financial expert because we are still in~~ the ~~development~~subject ~~stages~~of ~~and~~any weorder, ~~believe~~judgment, ~~the~~or ~~cost~~decree, ~~related to~~not ~~retaining~~subsequently areversed, ~~financial~~suspended ~~expert~~or ~~at this time is prohibitive. Further~~vacated, ~~because~~ of ~~our~~ ~~limited~~any ~~operations,~~court ~~we believe the services~~ of acompetent ~~financial~~jurisdiction, ~~expert~~permanently ~~are~~or ~~not warranted~~temporarily atenjoining ~~this~~him ~~time. The~~from, ~~Board of~~or ~~Directors~~otherwise ~~currently~~limiting, ~~acts in~~ the ~~capacity~~following ~~of an audit committee.~~activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii.	Engaging in any type of business practice; or

iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.	Any Federal or State securities or commodities law or regulation; or

ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2010, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following.

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Kevin M. Coughlin	1(1)	1	N/A
William Cleave	1(1)	1	N/A

(1) The director or officer was late filing a Form 3, Initial Statement of Beneficial Ownership.

Code of Ethics

We have adopted a Code of Ethics for our directors, officers and employees. Our Code of Ethics emphasizes that all employees, officers and directors have a responsibility for maintaining financial integrity within our company that is compliant with generally accepted accounting principles and the required federal, state and provincial securities laws. Our Code of Ethics can be found in its entirety and is incorporated herein by this reference to a prior filing in our Exhibit Table Index at the end of this annual report.

31Board and Committee Meetings

~~ITEM 11~~Our board of directors held no formal meetings during the year ended December 31, 2010. ~~EXECUTIVE~~ ~~COMPENSATION~~All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

~~The following~~Nomination table sets forth information with respect to compensation paid by us to our sole executive officer and director during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any:Process

Executive Officer Compensation Table
						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
and				Stock	Option	Plan	tion	Compen-
Principal Position(s)		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
Charles Payne	2009	10,909	0	0	0	0	0	0	10,909
CEO, President, Secretary, Treasurer	2008	21,854	0	0	0	0	0	0	21,854
and Principal Accounting Officer	2007	3,482	0	0	0	0	0	0	3,482

As of December 31, 2010, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

~~For~~Audit the fiscal year ended May 31, 2007 we paid our President Cdn $2,000 for each of the months of April and May 2007. From June 1, 2007 through to April 30, 2008, we continued to pay our President Cdn. $2,000 per month for his administrative and consulting services to the Company. However, as of May 1, 2008, Mr. Payne was no longer being compensated for his services to the Company, as we do not have sufficient funds to do so. His compensation may be reinstated in the future, once additional funds become available.Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and no ~~other~~revenues. ~~stock~~With ~~option~~our ~~plans,~~recent ~~retirement,~~management ~~pension~~change however, orwe ~~profit sharing~~have ~~plans~~positioned ~~for~~ourselves ~~the~~with ~~benefit~~an ofaudit ~~our~~committee ~~sole~~financial expert and independent director should we be able to raise sufficient funding to execute our business plan. With success we will form an audit, compensation committee and ~~officer~~other applicable committees utilizing our directors expertise.

~~Options/SAR Grants~~41

~~No individual~~Audit ~~grants~~Committee ofFinancial stock options, whether or not in tandem with stock appreciation rights (“SARs”) and freestanding SARs have been made to our sole executive officer, or director or employees during the current fiscal year. No previously granted stock options remain in effect.Expert

~~Long-Term Incentive~~Our ~~Plan~~board ~~Awards~~of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

WeItem do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to the Company’s financial performance, stock price or any other measure11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;

(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2010 and 2009; and

(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2010 and 2009,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa-tion ($)	Total ($)
Kevin Coughlin(1) President, CFO, CEO	2010 2009	48,000 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	48,000 N/A
William Cleave(2) Vice President, Chief Operational Officer and Secretary	2010 2009	70,243 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	0 N/A	70,245 N/A
Charles Payne(3) Former President, Secretary, Treasurer	2010 2009	0 10,909	0 0	0 0	0 0	0 0	0 0	0 0	0 10,909

(1)	Mr. Coughlin was appointed President, Chief Financial Officer and Chief Executive Officer of our company on May 28, 2010.

(2)	Mr. Cleave was appointed Vice President, Chief Operational Officer and Secretary of our company on May 28, 2010.

(3)	Mr. Payne was appointed President, Secretary and Treasurer on November 27, 2006 and resigned all positions with our company on May 28, 2010.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

2010 Grants of Plan-Based Awards

There were no grants of plan based awards during the year ended December 31, 2010.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended December 31, 2010.

Option Exercises and Stock Vested

During our Fiscal year ended December 31, 2010 there were no options exercised by our named officers.

Compensation of Directors

~~The following~~We ~~table~~do ~~sets~~not ~~forth~~have ~~information~~any ~~with~~agreements ~~respect~~for tocompensating ~~compensation~~our ~~paid~~directors byfor ~~us to~~their ~~our~~services ~~sole~~in ~~director~~their ~~during~~capacity as directors, although such directors are expected in the ~~last~~future ~~completed~~to ~~fiscal~~receive ~~year.~~stock ~~Our~~options ~~fiscal~~to ~~year~~purchase ~~end is~~shares ~~May~~of ~~31,~~our ~~2009:~~common stock as awarded by our board of directors.

Director Compensation Table
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension
	Fees				Value and
	Earned			Non-Equity	Nonqualified	All
	or			Incentive	Deferred	Other
	Paid in	Stock	Option	Plan	Compensation Compen-
	Cash	Awards	Awards	Compensation	Earnings	sation	Total
Name	($)	($)	($)	($)	($)	($)	($)
Charles Payne	0	0	0	0	0	0	0

Pension, Retirement or Similar Benefit Plans

32There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

~~There~~Indebtedness ~~are no~~of ~~standard~~Directors, ~~arrangements~~Senior ~~pursuant~~Officers, toExecutive ~~which~~Officers ~~our~~and ~~sole~~Other ~~director is compensated for services he provides as a director. No additional amounts are payable to our sole director for committee participation or special assignments.~~Management

~~Employment Contracts~~None ~~and~~of ~~Termination~~our directors or executive officers or any associate or affiliate of ~~Employment~~our ~~and~~company ~~Change-in-Control Arrangements~~during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

~~None~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~ITEM~~ The following table sets forth, as of April 12, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. ~~SECURITY~~ ~~OWNERSHIP~~Each OFperson ~~CERTAIN~~has ~~BENEFICIAL OWNERS~~sole ~~AND~~voting ~~MANAGEMENT~~and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

The following table sets forth the beneficial shareholdings of those persons or entities who beneficially hold five percent or more of the Company’s common stock, and our directors and executive officers as a group, as of May 31, 2009 and August 20, 2009, the date of this report, with the computation being based upon 8,518,000 shares of common stock being issued and outstanding. Each person has sole voting and investment power with respect to the shares of common stock shown and all ownership is of record and beneficial.43

	Direct Amount of		Percent
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Name of Beneficial Owner	Beneficial Owner	Position	of Class
Kevin Coughlin Hartsdale, NY	28,473,072	28.47%
		President, Principal Executive Officer,
William Cleave Pennington, NJ	28,473,072	28.47%
		Principal Financial Officer, Principal
Digital Application Corp. Miami, FL	8,053,856	8.05%
Charles Payne	2,500,000		29.35%
Directors and Executive Officers as a Group(1)	56,946,144	56.95%
		Accounting Officer, Treasurer, Secretary
		and Director
All Officers and Directors as a
Group (1 Person)	2,500,000		29.35%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 12, 2011. As of April 12, 2011 there were 100,000,000 shares of our company’s common stock issued and outstanding.

Changes in Control

ToWe ~~the knowledge~~are unaware of ~~management,~~any ~~there~~contract ~~are~~or no other ~~present~~arrangement ~~arrangements~~the oroperation ~~pledges~~ of ~~the~~ ~~Company’s securities,~~ which may at a subsequent date result in a change ofin control of ~~the Company~~our company.

~~Securities Authorized~~Item ~~for~~13. Certain ~~Issuance~~Relationships ~~Under~~and ~~Compensatory~~Related ~~Plans~~Transactions, and Director Independence

~~None~~Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2010, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

During the year ended May 31, 2009, our sole officer, director and shareholder made contributions to capital for consulting fees in the amount of $10,909.

During year ended May 31, 2009, our sole officer, director and shareholder forgave loans due and payable to him from the Company in the amount of $35,020.

Director Independence

~~Our~~We ~~board of directors is~~ currently ~~composed~~act ofwith ~~only~~two ~~one~~(2) ~~member~~directors, ~~Charles~~consisting ~~Payne. Mr. Payne is not an independent director, as the term "independent" is defined by the rules~~ of ~~the~~Kevin ~~Nasdaq~~Coughlin ~~Stock~~and ~~Market~~William Cleave.

~~ITEM 14. PRINCIPAL~~We ~~ACCOUNTING~~have ~~FEES~~determined ~~AND SERVICES~~that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

~~(1) Audit~~Currently ~~Fees~~our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

~~The aggregate~~Our ~~fees~~board ~~billed~~of ~~for~~directors ~~professional~~has ~~services~~determined ~~rendered~~that byit ~~our~~does ~~principal accountants~~have ~~for~~a ~~the~~member ~~audit~~ of ~~our~~its ~~annual~~audit ~~financial~~committee ~~statements~~who ~~for~~qualifies ~~the~~as ~~fiscal~~an ~~year ended~~“audit ~~May~~committee ~~31,~~financial ~~2009~~expert” ~~were~~as ~~$5,881~~defined ~~and~~in ~~$11,315~~as ~~for~~defined ~~the fiscal year ended May 31, 2008. The reviews for the financial statements included~~ in ~~our~~Item ~~quarterly~~407(d)(5)(ii) ~~reports on~~of ~~Form~~Regulation 10S-~~Q during the fiscal year ended May 31, 2009 were $Nil~~K.

3344

~~(2) Audit-Related~~From ~~Fees~~inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

~~We incurred~~Item no14. Principal ~~fees~~Accounting ~~for~~Fees ~~the fiscal years ended May 31, 2009~~ and 2008 for assurance and related services by our principal accountants that were reasonably related to the performance of the audit or review of our financial statements, and not reported under Audit Fees above.Services

~~(3) Tax~~The ~~Fees~~aggregate fees billed for the most recently completed fiscal year ended December 31, 2010 and for fiscal year ended December 31, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

There were no fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, preparation and filing of tax returns and tax planning for the fiscal years ended May 31, 2009 and 2008.

	Year Ended
	December 31, 2010	December 31, 2009
Audit Fees	$24,000	$-
Audit Related Fees	$-	$-
Tax Fees	$-	$-
All Other Fees	$-	$-
Total	$24,000	$-

~~(4)~~ Our board of directors pre-approves all services provided by our independent auditors. All ~~Other~~of ~~Fees~~the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

~~We incurred no~~Our ~~other~~board ~~fees~~of ~~during~~directors has considered the ~~fiscal~~nature ~~years~~and ~~ended~~amount ~~April~~of ~~30,~~fees ~~2009~~billed ~~for products~~by our independent auditors and believes that the provision of services ~~rendered~~for byactivities unrelated to the audit is compatible with maintaining our ~~principal~~independent ~~accountants~~auditors’ independence.

~~Audit~~PART ~~Committee Requirements~~IV

~~Section 10A(i) of the~~Item Exchange Act prohibits our auditors from performing audit services for us, as well as any services not considered to be "audit services", unless such services are pre-approved by the audit committee of the Board of Directors, or unless the services meet certain de minimis standards15. ~~Because we are still in the development stage and have not yet completed our business plans and/or generated any revenues~~ Exhibits, weFinancial ~~have~~Statement ~~not yet appointed an audit committee. Our Board of Directors ensure that:~~Schedules

~~· All audit services that the auditor may provide to us or any subsidiary~~ (~~including, without limitation, providing comfort letters in connection with securities underwritings or statutory audits~~a) asFinancial ~~required by §10A(i)(1)(A) of the Exchange Act (as amended by the Sarbanes-Oxley Act of 2002) are preapproved by the Board.~~Statements

~~· All non-audit services~~ (~~other than certain de minimis services described in §10A(i)(~~1)~~(B)~~ ofFinancial ~~the~~statements ~~Exchange~~for ~~Act~~our ~~(as~~company ~~amended~~are bylisted ~~the~~in ~~Sarbanes-Oxley Act of 2002)) that~~ the ~~auditors~~index ~~propose~~under toItem ~~provide~~8 ~~to us or any~~ of ~~our~~this ~~subsidiaries are preapproved by the Board.~~document

(2) All ~~audit fees~~financial ~~were~~statement ~~approved~~schedules byare omitted because they are not applicable, not material or the ~~Board~~required ofinformation ~~Directors~~is shown in the financial statements or notes thereto.

~~ITEM 15. EXHIBITS~~45

~~The following~~(b) Exhibits required to be filed hereunder and listed as incorporated by reference can be found in their entirety in the Form documents referenced, on the filing date listed, under our SEC File Number 333-145730 on the SEC website at www.sec.gov. These exhibits are incorporated herein by this reference.

		Incorporated by reference
Exhibit Number	Description
					Filed
(3)	Articles of Incorporation and By-laws
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 filed on August 27, 2007)
3.1	Articles of Incorporation	SB-2	August 27, 2007	3.1
3.2	Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 filed on August 27, 2007)
3.2	Bylaws	SB-2	August 27, 2007	3.2
3.3	Certificate of Amendment of the Nevada Secretary of State changing the name of the company to Leeward Group Holdings Inc. (Incorporated by reference to our Form 8-K filed on September 13, 2010)
	Lease Agreement between Principle Security International
(10)	Material Contracts
10.1	~~Incorporated~~Share ~~and~~Exchange ~~Prominex~~Agreement ~~Financial~~dated ~~Services~~May 28, ~~Ltd~~2010 with Leeward Group, Inc. (Incorporated by reference to our Form 425 filed on June 9, 2010)	~~SB-2/A-1~~	~~November 8, 2007~~	~~10.1~~
14.1	Code of Ethics	10-K	September 9, 2008	14.1
10.2	Agreement of Sale between Sangamon Associates, Inc., and Flagship Insurance, Inc. (Incorporated by reference to our Form 425 filed on June 9, 2010)
	Certification of Principal Executive Officer and Principal
10.3	Agreement of Sale between Leeward Group, Inc. and its wholly owned subsidiaries Sangamon Associates, Inc., Flagship Insurance Agency, Inc., and Brady-Rogers Inc. (Incorporated by reference to our Form 425 filed on June 9, 2010)
31.1	Financial Officer pursuant to 15d-15(e), promulgated under
10.4	Agreement of Sale between Leeward Group, Inc. and its wholly owned subsidiaries Sangamon Associates, Inc., Flagship Insurance Agency, Inc., and Waughtal - D. P. Domestic and International Insurance, LLC. (Incorporated by reference to our Form 425 filed on June 9, 2010)
	the Securities and Exchange Act of 1934, as amended				X
(14)	Code of Ethics
	Certification pursuant to 18 U.S.C. Section 1350, as
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on September 9, 2008)
32.1	adopted pursuant to Section 906 of the Sarbanes-Oxley Act
(21)	Subsidiaries
	of 2002 (Chief Executive Office and Chief Financial				X
21.1	Leeward Group, Inc. a Delaware corporation Sangamon Associates, Inc. a New Jersey corporation Flagship Insurance Agency, Inc., a Massachusetts corporation
	Officer)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002

34* Filed herewith.

SIGNATURES

~~In accordance~~Pursuant ~~with~~to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly ~~authorized~~ ~~on this 20th day of August 2009~~authorized.

PRINCIPLE SECURITY INTERNATIONAL, INC. BY: CHARLES PAYNE Charles Payne, President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a member of the Board of Directors.

		LEEWARD GROUP HOLDINGS INC.
		(Registrant)
Dated: April 14, 2011		/s/ Kevin M. Coughlin
		Kevin M. Coughlin
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

35Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

EXHIBIT INDEX

Dated: April 14, 2011		/s/ Kevin M. Coughlin
		Kevin M. Coughlin
		President, Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: April 14, 2011		/s/ William Cleave
		William Cleave
		Vice President, Chief Operational Officer, Secretary and Director

		Incorporated by reference
					Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation	SB-2	August 27, 2007	3.1
3.2	Bylaws	SB-2	August 27, 2007	3.2
	Lease Agreement between Principle Security International
10.1	Incorporated and Prominex Financial Services, Ltd.	SB-2/A-1	November 8, 2007	10.1
14.1	Code of Ethics	10-K	September 9, 2008	14.1
	Certification of Principal Executive Officer and Principal
31.1	Financial Officer pursuant to 15d-15(e), promulgated under
	the Securities and Exchange Act of 1934, as amended				X
	Certification pursuant to 18 U.S.C. Section 1350, as
32.1	adopted pursuant to Section 906 of the Sarbanes-Oxley Act
	of 2002 (Chief Executive Office and Chief Financial				X
	Officer)

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