UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

x ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-52202

Anasazi Capital Corp.

(Exact name of registrant as specified in its charter)


Florida		20-5223382
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~18101~~513 Vintage ~~Von Karman Ave., Suite 330~~Way

~~Irvine~~Brandon, ~~California~~ Florida ~~92612~~ 33511

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (~~949~~813) ~~646~~765-~~8370~~1966

Securities registered under Section 12(b) of the Exchange Act: None

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

Common Stock, no par value

(Title of Class)

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

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 o No xþ

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o þ

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o ~~Non-accelerated filer o 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~~ Non-2accelerated filer o Smaller reporting ~~of the Exchange Act). Yes x~~company ~~No o~~x

There were no shares of the registrant’s Common Stock held by non-affiliates on September 1, 2009. On September 1, 2009, there were 5,000,000 shares of the registrant’s Common Stock issued and outstanding and held by one (1)Do ~~shareholder~~not check ~~deemed~~if toa besmaller anreporting ~~affiliate of the registrant within the meaning of Rule 12b-2 under the Exchange Act.~~ company)

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

There were no shares of the registrant’s Common Stock held by non-affiliates on April 15, 2010. On April 15, 2010, there were 20,000,000 shares of the registrant’s Common Stock issued and outstanding and held by one (1) shareholder deemed to be an affiliate of the registrant within the meaning of Rule 12b-2 under the Exchange Act.

-1-

Anasazi Capital Corp.

FORM 10-K

For The Fiscal Year Ended December 31, ~~2008~~ 2009

INDEX

PART I
Item 1.	Business	3	3
Item 1A.	Risk Factors	8	12
Item 1B.	Unresolved Staff Comments	8	12
Item 2.	Properties	8	12
Item 3.	Legal Proceedings	8	12
Item 4.	Submission of Matters to a Vote of Security Holders	8	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	9	12
Item 6.	Selected Financial Data	10	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11	14
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	16	19
Item 8.	Financial Statements and Supplementary Data	17	20
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29	30
Item 9A.	Controls and Procedures	29	30
Item 9B.	Other Information	30	31
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	31	31
Item 11.	Executive Compensation	32	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34	34
Item 14.	Principal Accounting Fees and Services	35	35
PART IV
Item 15.	Exhibits and Financial Statement Schedules	35	36
	Signatures	36	37

Explanatory Notes

In this Annual Report on Form 10-K, Anasazi Capital Corp. is sometimes referred to as the “Company”, “we”, “our” or “us” and U.S. Securities and Exchange Commission is sometimes referred to as the “SEC”.

-2-

PART I

Item 1. Business.

~~General~~Our Company

Anasazi Capital Corp., a Florida corporation (the “Company”, ~~“our”~~which may be referred to as we, “us”, or ~~“we”~~our), ~~was~~is ~~incorporated~~a ~~under~~development ~~the~~stage ~~laws~~company, ofwhich ~~the~~was ~~State~~incorporated of in Florida on July 17, 2006. We ~~are~~have anot ~~developmental~~generated ~~stage~~any ~~company and have no~~ revenues to date. and ~~Since inception,~~ our ~~activities~~operations have been limited to ~~actions related to our organization and the preparation of a registration statement on Form 10-SB (the “Registration Statement”). The Company’s sole~~ organizational ~~efforts to date include solely engaging auditors~~, ~~attorneys~~start-up, and ~~its~~capital formation ~~financial~~activities. ~~printer,~~We incurrently ~~connection~~have ~~with~~no ~~making~~full-time ~~filings~~employees ~~with the Securities~~ and ~~Exchange~~have ~~Commission~~one (~~the “SEC”~~1). part-time Weemployee, ~~are~~Joel aH. ~~“shell” company conducting no business operations~~Edelson, ~~other than~~ our ~~efforts~~sole toofficer ~~seek~~and director. Effective ~~merger~~on ~~partners~~November or20, ~~acquisition candidates; however~~2009, the Company ~~has~~affected ~~not yet commenced any efforts to seek such merger partners or acquisition candidates. We~~a ~~have no full~~four-~~time~~for-one ~~employees~~forward ~~and~~split ~~neither~~of ~~own~~its ~~nor~~outstanding ~~lease any real estate nor vehicles~~common stock.

WeOur principal ~~were~~executive ~~created~~office tois ~~effect~~located aat ~~merger,~~513 ~~exchange~~Vintage ~~of capital stock~~Way, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target Business”) which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934Brandon, ~~as amended (the “Exchange Act”)~~ Florida 33511. Our Wetelephone ~~are~~number ~~authorized to issue 100,000,000 shares of common stock, no par value~~ is (~~the “Common Stock”~~813), pursuant to the Articles of Incorporation of the Company, of which 5,000,000 shares are currently issued and outstanding. We have a shareholder base consisting of only one (1) shareholder. None of the shares of Common Stock issued to such shareholder have been registered under the Securities Act of 1933, as amended (the “Securities Act”). See “Description of Securities”. Pursuant to a resolution of our board of directors, we will not enter into any Business Combination until the Target Business has obtained the requisite audited financial statements required to be included in a report on Form 8 765-~~K to be filed by us with the SEC pursuant to the requirements of Form 8-K and the Exchange Act and the applicable rules and regulations thereunder~~1966.

We intend to seek potential business opportunities and effectuate a Business Combination with a Target Business with growth potential which, in the opinion of our sole officer and director, could provide a return on investment to our sole shareholder in the form of cash compensation and/or the potential for capital appreciation in the form of continuing equity ownership. Our efforts in identifying prospective Target Businesses are expected to include businesses in the United States and abroad. While we may, under certain circumstances, seek to effect Business Combinations with more than one Target Business, as a result of our limited resources, we will, in all likelihood, have the ability to effect only a single Business Combination. We may effect a Business Combination with a Target Business which may be financially unstable or in its early stages of development or growth. We will not restrict our searchTechnology to any specific business, industry or geographical location, and we may participate in a business venture of virtually any kind or nature. Our sole officer and director may become involved in management of the Target Business and/or may hire qualified but as yet unidentified individuals to manage such Target Business. There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation.Acquisition

~~Our~~On September ~~discussion~~14, of2009, we entered into an exclusive sublicense with Global Technologies Group, Inc. (“Global”) for the ~~proposed~~patented ~~business~~Molecular ~~under~~Bonding ~~this~~System technology ~~caption~~(“MBS”) ~~and~~for ~~throughout~~environmental ~~this~~waste ~~Registration~~remediation ~~Statement~~technology isfor contaminated ~~purposefully~~properties ~~general~~in Mexico. (Patent Numbers: 5,898,093 and 5,877,393). In isOctober ~~not~~7, ~~meant~~2009, tothe ~~restrict~~Company ~~our~~entered ~~virtually~~into ~~unlimited~~another exclusive ~~discretion~~sublicense towith ~~search~~Global for ~~and~~MBS ~~enter~~technology ~~into~~for ~~potential~~environmental ~~business~~waste remediation ~~opportunities~~technology for contaminated properties in Canada. Global has an exclusive license for using the MBS technology for environmental waste remediation technology for contaminated properties in North America, Central America, South America and Russia.

~~“Shell”~~In consideration ~~Corporation~~for the rights granted under these exclusive sublicenses, the Company plans to issue 2.1 million shares of its common stock to Global, for initial license fees owed by the Company thereunder in the amount of $2.1 million. There is an additional remaining amount of $675,000 for the initial license fees under these exclusive sublicenses (assuming the 2.1 million shares of its common stock are purchased by Global). The annual license fees for the Mexico and Canada licenses are $150,000 and $100,000, respectively, and have been prorated during 2009. The license fees are payable semi-annually.

~~Background~~Proposed Business

WeThe Company ~~have~~seeks ~~conducted~~to provide nolong-term ~~business~~permanent ~~operations~~solutions to ~~date~~heavy ~~and~~metal waste problems. ~~expect~~The toMBS ~~conduct~~technology ~~none~~successfully intreats ~~the~~all ~~future,~~Resource Conservation ~~other~~& Recovery ~~than~~Act ~~our~~and ~~efforts~~Universal toTreatment ~~effectuate~~Standards ametals such ~~Business~~as: arsenic, ~~Combination.~~cadmium, Wechromium, ~~therefore~~lead, ~~can~~mercury, beetc., ~~characterized~~and astreats multiple ametals concurrently. ~~shell~~The ~~company~~ability ~~under~~to ~~Rule~~treat ~~12b-2~~difficult ~~under~~waste ~~the~~streams along ~~Exchange~~with ~~Act.~~being able Asto atreat ~~shell~~multiple ~~company,~~metals wewith ~~face~~different ~~risks~~solubility points ~~inherent~~successfully separates in the ~~investigation~~MBS technology from any other existing technology. The types of applications include soils, ~~acquisition~~sludges, orashes, ~~involvement~~bag house industs aand ~~new~~barrel wastes. ~~business~~The ~~opportunity.~~MBS ~~Further,~~technology asprovides asuperior efficacy ~~“development~~and ~~stage”~~has orsignificant cost ~~“start-up”~~advantages ~~company,~~over weboth ~~face~~hazardous ~~all~~waste landfill ofand ~~the~~alternative ~~unforeseen~~remedial technology options.

3Going Concern

~~costs,~~As ~~expenses~~of December 31, ~~problems~~2009, ~~and~~we ~~difficulties~~had ~~related~~an toaccumulated ~~such~~deficit ~~companies~~of $(2,906,221). Our auditors ~~including~~have raised ~~whether~~substantial wedoubt as ~~will~~to ~~continue~~our ability to becontinue as a going concern, ~~entity~~as ~~for~~expressed ~~the~~in ~~foreseeable~~its ~~future~~opinion on our financial statements included in this prospectus. Our Weability ~~are~~to continue as a going concern is dependent upon ~~the~~our ~~efforts~~ability ofto ~~our~~generate ~~sole~~profitable operations ~~officer~~in the future and/or ~~director~~obtain the necessary financing to ~~effectuate~~meet our obligations and repay our liabilities. There can be no assurance that we will operate at a ~~Business~~profit ~~Combination~~or such additional financing will be available, or if available, can be obtained on satisfactory terms.

Due to our limited capital resources, the consummation of a Business Combination will likely involve the acquisition of, or merger or consolidation with, a company that may or may not need substantial additional capital, and also desires to establish a public trading market for its shares of capital stock, while avoiding what it might deem to be the adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various Federal and state securities laws that regulate initial public offerings. A Target Business might desire, among other reasons, to-3-

•Our MBS ~~create a public market for shares of capital stock in order to enhance liquidity for shareholders,~~Technology

•We ~~facilitate~~have licensed ~~raising~~the ~~capital~~patented ~~through~~innovative ~~the~~and ~~private~~cost-effective ~~into~~process, ~~public~~named ~~sale~~“Molecular Bonding System” (“MBS”) for the remediation of ~~securities~~soils and industrial wastes that are contaminated by hazardous metals. Since 1997, ~~commonly~~MBS ~~referred~~has tobeen asaccorded the status of a Superfund Innovative Technology, capable of remediating hazardous metals in soils, ash, slag, sludge and smelter waste, having successfully met the stringent testing criteria of the United States Environmental Protection Agency's (“~~PIPE~~EPA”) ~~transaction~~Superfund Innovative Technology Evaluation Program. The MBS process has been proven in completed contracts performed by Solucorp Industries, Ltd., its developer, in Connecticut, Massachusetts, Minnesota, Missouri, New Jersey, New York, Tennessee, West Virginia and Rhode Island in the USA, and Winnipeg in Canada and Ravenna, Italy while successful pilot demonstrations have been completed for numerous potential clients in the USA, Canada, the United Kingdom and Poland. The MBS process results in an immediate chemical reaction which works on an ion to molecule exchange, effectively converting hazardous leaching ions into new, non-leaching molecules. The process can be utilized on-site, negating any need for removing soil to an off-site treatment facility, and has been successfully modified for “in-line” application at production facilities to treat industrial waste as it is produced.

•The ~~facilitate~~MBS process ~~raising~~is ~~capital~~an innovative and cost effective hazardous heavy metal remediation process. It was designed to protect clients from the threat of future liability claims, and offer a permanent solution to stabilizing heavy metals. The MBS process stabilizes heavy metals in soils, sludges, ashes and bag house dust by chemically rendering leachable metal ions inert by bonding them to non-leachable molecules. The MBS process utilizes a powder added to excavated soil or sludge in a pug mill operation. It also can be applied in-situ (directly to contaminated soil) which eliminates the costly excavation and processing associated with soil removal from the ground prior to treatment. This process stabilizes all toxic characteristic metals identified in the United States Resource Conservation Recovery Act (“RCRA”), and can treat multiple metals concurrently. The MBS process has proven, through long term stability testing (Multiple Extraction Procedure), to not leach for more than 1,000 years and has been proven under all recognized U.S. regulatory protocols (TCLP, SPLP, SWEP, and CAL WET) to not only meet, but to exceed minimum standards. The MBS process maintains the ~~public~~pH ~~sale~~levels ofin ~~securities~~the media within a range where the insolubility of ~~which~~the heavy-metal sulfides is assured. The process also provides buffer capacity to ensure that the ~~existence~~pH is not significantly altered by the addition of acids or caustics to the media. In the MBS process, waste is crushed and screened, reducing particles to a ~~public~~one-inch ~~market~~diameter for ~~such~~maximum contact ~~securities~~with ~~may~~a ~~exist~~proprietary reagent mixture. The powdered reagent, created for site-specific conditions, is mixed with waste in a closed hopper pug mill. After water is added to the mixture to catalyze the reaction and/ aid in mixing, the treated substance goes to a stockpile. Vapors from the mill go through a regenerable wet scrubber and a carbon absorption system. The dried soil is then tested to ensure compliance with regulatory limits. Clean soil is returned to the site or transported to a non-hazardous landfill for disposal.

•We ~~acquire~~intend to ~~additional~~have ~~assets~~mobile ~~through~~remediation systems that can be brought to a site and set up in a matter of hours or days, depending upon the ~~issuance~~size of ~~securities~~the ~~rather~~project. We would ~~than~~utilize ~~for~~machines ~~cash~~capable of performing the MBS process on the particular site. The MBS process also can be installed at the end of a processing line to render hazardous waste non-hazardous at the source. A customized MBS mixing system can be installed into a manufacturing line to convert a hazardous metal waste, such as slag or bag house dust, into a non-hazardous material. Accordingly, we believe that customers with in-line manufacturing systems that produce hazardous heavy metal waste can save significant amounts of money on transportation, disposal and insurance costs, and have a safer facility by using the MBS process. The process can operate at rates up to 90 metric tons per hour depending on site conditions. Metals amenable to the MBS process include arsenic, cadmium, chromium, copper, lead, mercury, nickel, silver and zinc. This system is also effective with mixed wastes or chemical compounds. Soils processed with MBS have successfully met toxicity characteristic leaching procedure requirements and in many cases, metals are virtually undetectable. No residuals or byproducts are generated by the MBS process.

NoThe ~~trading~~MBS process ~~market~~has inbeen ~~our~~tested ~~securities presently exists~~ and weaccepted ~~have~~by ~~no plans on registering any securities under~~ the ~~Securities~~EPA ~~Act~~SITE orprogram ~~state~~as ~~blue~~an ~~sky~~innovative solution ~~laws~~to ~~for~~ the ~~foreseeable~~remediation ~~future. In light~~ of ~~the~~heavy ~~restrictions~~metals ~~concerning shell companies contained~~ in ~~many state blue sky laws and the regulations thereunder~~soils, it is not likely that a trading market will be created in our securities until such time as a Business Combination occurs with a Target Business. No assurances are given that subsequent to such a Business Combination that a trading market in our securities will developsludges, ~~or,~~ash ~~if such a trading market is developed, that it can be maintained with liquidity. We presently have 100,000,000 shares of Common Stock authorized, of which 5,000,000 are currently issued~~ and ~~outstanding. None of these outstanding shares have been registered under the Securities Act, and all of which are deemed to be “restricted~~other ~~securities”,~~manufacturing aswaste that term is defined under Rule 144 promulgated under the Securities Act, because such shares were issued in a private placement transaction to one “accredited investor” not involving a public offeringstreams. These shares cannot be resold under Rule 144 but must be registered under the Securities Act. As of the date hereof, we have not provided to any shareholder registration rights to register under the Securities Act any shares of Common Stock of the Company. See “Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters”.

We cannot estimate the time that it will take to effectuate a Business Combination. It could be time consuming; possibly in excess of many months or years. Additionally, no assurance can be made that we will be able to effectuate a Business Combination on favorable terms, or, if such a Business Combination can be effected at all. We might identify and effectuate a Business Combination with a Target Business which proves to be unsuccessful for any number of reasons, many of which are due to the fact that the Target Business is not identified at this time. If this occurs, the Company and its sole shareholder might not realize any type of profit.-4-

~~There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities.~~Licensing Agreements

~~There~~To protect ~~are~~the ~~relatively~~territory ~~low~~of ~~barriers~~the toCompany's ~~becoming~~environmental aremediation ~~blank~~services utilizing ~~check~~the ~~company~~MBS orprocess ~~shell~~in ~~company.~~Canada ~~A newly incorporated company with a single shareholder~~ and ~~sole~~Mexico ~~officer~~ and ~~director~~ensure ~~may~~that ~~become~~it ais ~~blank check or shell company by voluntarily subjecting itself to~~ the ~~SEC reporting requirements by filing~~ sole and ~~seeking~~exclusive ~~effectiveness~~sublicensee of ~~a Form 10, thereby registering its common stock pursuant to Section 12(g) of~~ the ~~Exchange~~MBS ~~Act~~process ~~with~~in ~~the~~Canada ~~SEC.~~and AMexico, ~~Form 10 registration statement goes effective by lapse of time 60 days after~~ the ~~original~~Company has ~~filing~~entered ~~date,~~into ~~pursuant~~two toexclusive ~~Section~~sublicense ~~12(g)(1)~~agreements ofwith ~~the Exchange Act and~~Global, ~~upon~~ the ~~expiration~~exclusive licensee of ~~this 60 day time period, a registrant will be subject to~~ the ~~reporting~~MBS ~~requirements~~process ~~under~~for ~~the~~North ~~Exchange~~America, ~~Act~~Central and ~~the~~South ~~registration~~America ~~statement is automatically deemed effective. The relative ease~~ and ~~low cost with which a company can become a blank check or shell company can increase the already highly~~ ~~competitive market for a limited number of businesses that will consummate a successful business combination~~Russia..

4Sources of New Materials

~~Unspecified~~The ~~Industry~~MBS process requires the use of certain chemical compounds at certain concentrations. We rely on Global, as distributor, for obtaining sufficient quantities of this chemical compound which is vital to the MBS process. Global currently has arrangements with suppliers to procure an ongoing supply of a sufficient quantity of the chemical compound, the Company may, from time to time suffer shortages and ~~Target~~possible ~~Business~~cost increases for this material. Accordingly, our ability to perform contracts and continued sales at a profitable level could be adversely affected. A Hong Kong chemical company is one of the suppliers of chemicals for the MBS process. We also intend to purchase some of the other chemical compounds used in the MBS process from other suppliers.

WeSales and ~~will seek to acquire a Target Business without limiting ourselves to a particular industry. In seeking a Target Business, we will consider, without limitation, businesses which~~Marketing

~~(i)~~We ~~offer~~intend to ormarket ~~provide~~and ~~services~~sell orits ~~develop,~~services ~~manufacture~~and orproducts ~~distribute~~through ~~goods~~our inefforts ~~the~~and ~~United~~by ~~States~~entering into oragreements ~~abroad,~~and ~~including,~~joint ~~without~~ventures ~~limiting~~and ~~the~~sublicensing ~~generality~~arrangements. ofWe ~~the~~believe that ~~foregoing,~~by informing ~~the~~relationships ~~following~~it ~~areas:~~will ~~technology;~~realize ~~real~~greater ~~estate;~~revenues ~~health~~by ~~care;~~establishing company ~~health products; educational services; environmental services; consumer-related products and services (including amusement~~credibility, ~~entertainment,~~market ~~video games~~awareness, ~~gaming~~ and~~/or~~ ~~recreational~~a ~~services);~~definite ~~personal care services; voice and data information processing; and telecommunication equipment manufacturers or~~customer base.

~~(ii) are engaged in wholesale or retail distribution of various products.~~Competition

ToThe ~~date,~~MBS process wecompetes ~~have~~against ~~not~~three ~~selected~~primary ~~any~~remediation ~~particular~~categories: ~~industry~~(i) solidification orand ~~any~~stabilization, ~~Target~~(ii) ~~Business~~vitrification, inand ~~which~~(iii) tosoil ~~concentrate our Business Combination efforts~~washing. Each ~~Accordingly,~~of wethese ~~are~~categories ~~only~~have ~~able~~several totreatment ~~make~~technologies available. Solidification ~~general~~and ~~disclosures~~stabilization ~~concerning~~is the ~~risks~~primary ~~and hazards~~ category of ~~effectuating~~remediation aused ~~Business~~for ~~Combination~~heavy ~~with~~metals, awhich ~~Target~~accounts ~~Business since there is presently no current basis~~ for usapproximately toninety percent ~~evaluate~~(90%) ~~the possible merits or risks~~ of the ~~Target Business or the particular industry in which we may ultimately operate~~market. ~~Any~~The ~~Target~~MBS ~~Business~~process ~~that~~compares isfavorably ~~selected~~against ~~will~~other solidification beand ~~required~~stabilization toalternatives, ~~have audited financial statements prior to the consummation of a Business Combination consistent~~ with ~~the~~its ~~requirements~~advantages ofbeing ~~Form~~cost, versatility ~~8-K~~ and ~~the Exchange Act and the rules and regulations thereunder~~efficacy.

ToWe believe ~~the extent~~ that ~~we effect a Business Combination with a financially unstable company or an entity in~~ its ~~early~~MBS ~~stage~~process ofhas ~~development~~certain orprice ~~growth (including entities without established records of sales or earnings), we will become subject to numerous risks~~ and ~~uncertainties~~efficacy ~~inherent~~advantages inover competing ~~the~~soil ~~business~~remediation ~~and operations of financially unstable and early stage or potential emerging growth companies~~technologies. ~~In addition~~However, ~~to the extent that~~ we ~~effect~~compete aagainst ~~Business~~firms ~~Combination with a Target Business in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of~~ that are ~~industry.~~significantly Anlarger ~~extremely high level of risk frequently characterizes certain industries which experience rapid growth. Although our sole officer~~ and ~~director~~have ~~will~~far ~~endeavor~~greater ~~to evaluate the risks inherent in a particular industry or Target Business~~capital, ~~there~~scientific ~~can~~and bemarketing resources nothan ~~assurances that~~ we ~~will properly ascertain or assess all significant risk factors~~do.

~~Probable Lack of Business Diversification~~Governmental Regulation

AsEnvironmental companies aand ~~result~~their ofcustomers ~~our~~are ~~limited~~subject ~~resources,~~to inextensive ~~all~~and ~~likelihood,~~evolving environmental welaws ~~will~~and ~~have~~regulations ~~the~~by ~~ability~~a tonumber ~~effect~~of ~~only~~national, astate ~~single~~and ~~Business Combination. Accordingly~~local environmental, ~~our~~safety ~~prospects~~and ~~for~~health ~~success~~agencies. These ~~will~~laws beand ~~entirely~~regulations largely ~~dependent~~contribute ~~upon~~to the ~~future~~demand ~~performance~~for ofour ~~a single business~~services. Although ~~Unlike~~customers remain ~~certain~~responsible ~~entities~~by ~~that~~law ~~have~~for ~~the~~their ~~resources~~environmental toproblems, ~~consummate~~we ~~several~~must ~~Business~~also ~~Combinations~~comply with orthe ~~entities~~requirements ~~operating in multiple industries or multiple segments~~ of athose ~~single~~laws ~~industry,~~applicable itto isour ~~highly~~services. We cannot ~~unlikely~~predict ~~that we will have~~ the ~~resources~~extent to ~~diversify~~which our operations ormay ~~benefit~~be ~~from~~affected ~~spreading~~by ~~risks~~future enforcement orpolicies ~~offsetting~~as ~~losses.~~applied ~~Our~~to ~~probable~~existing ~~lack~~laws ofor ~~diversification~~by ~~could~~the ~~subject~~enactment usof tonew environmental ~~numerous~~laws ~~economic, competitive~~ and ~~regulatory developments~~regulations. Moreover, any orpredictions regarding ~~all~~possible ofliability ~~which~~are ~~may~~further ~~have~~complicated aby ~~material~~the ~~adverse~~fact ~~impact~~that ~~upon~~under current ~~the~~environmental ~~particular~~laws ~~industry~~we incould ~~which~~be wejointly ~~may~~and ~~operate~~severally ~~subsequent~~liable tofor ~~consummation~~certain activities of athird ~~Business~~parties ~~Combination.~~over ~~The~~whom ~~prospects~~we ~~for~~have ~~our~~little ~~success~~or ~~may~~no control. Although ~~become~~we ~~dependent~~believe ~~upon~~that ~~the~~we ~~development~~are orcurrently ~~market~~in substantial ~~acceptance~~compliance ofwith aapplicable ~~single~~laws orand ~~limited~~regulations, ~~number~~we ofcould ~~products,~~be ~~processes~~subject orto ~~services. Accordingly~~fines, penalties ~~there~~or ~~can~~other beliabilities noor ~~assurance~~could ~~that~~be ~~the~~adversely ~~Target~~affected ~~Business~~by ~~will~~existing ~~prove~~or subsequently toenacted belaws ~~commercially~~or ~~viable~~regulations.

~~Limited Ability to Evaluate Target Business’ Management~~Insurance

~~While~~We ~~our ability~~ intend to ~~successfully~~maintain ~~effect~~insurance acoverage ~~Business~~adequate ~~Combination~~for ~~will~~our beneeds ~~dependent~~and ~~upon~~similar ~~certain~~to, ~~key~~or ~~personnel~~greater than, the ~~future~~coverage ~~role~~maintained ofby ~~such~~other ~~personnel~~companies inof ~~the~~our ~~Target~~size ~~Business~~in ~~cannot presently be stated with any certainty~~the industry. There can be no ~~assurance~~assurances, however, that ~~our~~liabilities, which ~~sole~~we ~~officer~~may ~~and~~incur ~~director~~ will ~~remain associated in any operational capacity with us following a Business Combination. Moreover, there can~~ be nocovered ~~assurances~~by ~~that~~ our ~~sole~~insurance ~~officer and director will have any experience~~ or ~~knowledge~~that ~~relating to~~ the ~~operations~~dollar amount of such ~~the particular Target Business. Furthermore~~liabilities, ~~although~~which weare ~~intend~~covered towill ~~scrutinize~~not ~~the~~exceed ~~management~~our ~~team~~policy limits. Under ofour ainsurance ~~prospective~~contracts, ~~Target~~we ~~Business~~may inaccept ~~connection with evaluating the desirability of effecting a Business Combination with such Target Business~~self-insured retentions, ~~there~~which ~~can~~we bebelieve nois ~~assurances~~appropriate ~~that~~for our ~~assessment~~specific ofbusiness risks. We ~~such~~will ~~management~~meet ~~team~~or ~~will~~exceed ~~prove~~the torequirements beimposed ~~correct,~~by ~~especially~~regulatory authorities ~~since~~to ~~our~~carry ~~sole~~environmental ~~officer~~impairment ~~and~~liability ~~director~~insurance ison ~~not~~an ~~a professional~~as ~~business~~needed ~~analyst.~~basis ~~See~~for ~~“Directors,~~our ~~Executive~~remediation ~~Officers, Promoters and Control Persons”~~projects.

-5-

~~Accordingly,~~Opportunity for weShareholder ~~will~~Evaluation be completely dependent on the ability of the management team of the Target Business who are unidentifiable as of the date hereof. In addition, there can be no assurances that such future management team will have the necessary skills, qualifications or ~~abilities~~Approval ~~to manage a public company. We may also seek to recruit additional managers to supplement the incumbent management team~~ of ~~the Target~~ Business. There can be no assurances that we will have the ability to recruit such additional managers, or that such additional managers will have the requisite skill, knowledge or experience necessary or desirable to enhance the incumbent management team.Combinations

~~Opportunity~~Our non-affiliate ~~for~~shareholders, ~~Shareholder~~if ~~Evaluation~~any, will, in all likelihood, not receive nor otherwise have the opportunity to evaluate any financial or ~~Approval~~other information which will be made available to us in connection with selecting a potential Business Combination until after we have entered into an agreement to effectuate a Business Combination. Such agreement to effectuate a Business Combination, however, will be subject to shareholder approval pursuant to applicable law. As a result, our non-affiliate shareholders, if any, will be almost entirely dependent on the judgment and experience of our sole officer and director and his advisors in connection with the selection and ultimate consummation of a Business ~~Combinations~~Combination. In addition, under Florida law, the form of Business Combination could have an impact upon the availability of dissenters' rights (i.e., the right to receive fair payment with respect to our Common Stock) to shareholders disapproving the proposed Business Combination. See “Description of Business – ‘Shell Corporation’” “- Conflicts of Interest” and “Certain Relationships and Related Transactions”.

Our non-affiliate shareholders, if any, will, in all likelihood, not receive nor otherwise have the opportunity to evaluate any financial or other information which will be made available to us in connection with selecting a potential Business Combination until after we have entered into an agreement to effectuate a Business Combination. Such agreement to effectuate a Business Combination, however, will be subject to shareholder approval pursuant to applicable law. As a result, our non-affiliate shareholders, if any, will be almost entirely dependent on the judgment and experience of our sole officer and director and his advisors in connection with the selection and ultimate consummation of a Business Combination. In addition, under Florida law, the form of Business Combination could have an impact upon the availability of dissenters’ rights (i.e., theConflicts ~~right to receive fair payment with respect to our Common Stock) to shareholders disapproving the proposed Business Combination. See “Description~~ of ~~Business – ‘Shell Corporation’” “- Conflicts of~~ Interest~~” and “Certain Relationships and Related Transactions”.~~

~~Selection~~Our sole officer and director is not required to commit his full time to our affairs and, accordingly, such person may have a conflict of interest in allocating management time among various business activities. Our sole officer and director may engage in other business activities similar and dissimilar to those we are engaged in with any limitations or restrictions applicable to such activities. To the extent that such persons engage in such other activities, they will have possible conflicts of interest in diverting opportunities to other companies, entities or persons with which they are or may be associated or have an interest, rather than diverting such opportunities to us. As no policy has been established for the resolution of such a ~~Target~~conflict, ~~Business~~we could be adversely affected should our sole officer and ~~Structuring~~director choose to place her other business interests before ours. No assurance can be given that such potential conflicts of interest will not cause us to lose potential opportunities. Our sole officer and director may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which he is affiliated. Our sole officer and director may have conflicts of interest in determining which entity a ~~Business~~particular ~~Combination~~business opportunity should be presented. Accordingly, as a result of multiple business affiliations, our sole officer and director may have similar legal obligations relating to presenting certain business opportunities to multiple entities. In addition, conflicts of interest may arise in connection with evaluations of a particular business opportunity by the board of directors with respect to the foregoing criteria. There can be no assurances that any of the foregoing conflicts will be resolved in our favor.

WeOur ~~anticipate~~sole officer ~~that~~and director may actively negotiate for or otherwise consent to the disposition ~~selection~~of all or any portion of the shares of Common Stock held by him or the majority shareholders, as a ~~Target~~condition to, or in connection, with a Business Combination. ~~will~~Therefore, beit ~~complex~~is ~~and~~possible ~~risky~~that ~~because~~the terms of ~~competition~~any ~~for~~Business Combination ~~such~~will ~~business~~provide ~~opportunities~~for ~~among~~the sale of all ~~segments~~or a portion of the ~~financial~~shares ~~community.~~of Common ~~The~~Stock ~~nature~~held ofby ~~our~~such ~~search~~shareholder. ~~for~~In the ~~acquisition~~event ofthat such a ~~Target~~sale ~~Business~~occurs, ~~will~~the Company's ~~require~~sole ~~maximum~~officer ~~flexibility~~and ~~inasmuch~~director asintends weto ~~will~~approve bethe ~~required~~Business Combination pursuant to ~~consider~~Section ~~various~~607.0902(2)(d)(7) ~~factors~~of ~~and~~the ~~circumstances~~Florida Business Corporation Act, which ~~may~~will ~~preclude~~have ~~meaningful~~the ~~direct~~effect ~~comparison~~of ~~among~~removing the ~~various~~transaction ~~business~~from ~~enterprises~~the topurview beof ~~investigated~~the control-share byacquisition usstatute promulgated under Section 607.0902 ~~Investors~~of ~~should~~the Florida ~~recognize~~Business Corporation Act. Thus, it is likely that no other shareholders, if any, will be afforded the ~~possible~~right ~~lack~~to sell shares of ~~diversification~~Common ~~among~~Stock ~~our~~in ~~acquisitions~~connection with ~~may~~a ~~not~~Business ~~permit~~Combination uspursuant to ~~offset~~the ~~potential~~same ~~losses~~terms ~~from~~that ~~one~~our ~~venture~~sole ~~against~~shareholder will ~~profits~~be ~~from another~~provided. WeAlso, ~~have~~such ~~virtually~~other ~~unrestricted~~shareholders, ~~flexibility~~if inany, ~~identifying~~will ~~and~~not ~~selecting~~be aafforded ~~prospective~~an opportunity ~~Target~~to ~~Business.~~approve Inor ~~addition,~~consent into ~~evaluating~~the apurchase ~~prospective~~of ~~Target~~all ~~Business~~or any portion of the shares of Common Stock being sold by our sole shareholder, whose shares are beneficially owned by our sole officer and director. ~~will~~See ~~consider,~~“Description ~~among~~of Business ~~other~~– ~~factors,~~‘Shell ~~the~~Corporation’” ~~following~~and ~~factors~~“- ~~which~~Selection ~~are~~of ~~not~~a Target Business and ~~listed~~Structuring inof ~~any~~a ~~particular~~Business ~~order:~~Combination”.

•We ~~financial~~may participate ~~condition~~in ~~and~~a ~~results~~Business ofCombination ~~operations~~by ofpurchasing, trading or selling the securities of such Target Business;. We do not, however, intend to engage primarily in such activities.

•Investment Company ~~growth~~Act ~~potential~~ and ~~projected~~Other ~~financial performance of the Target Business and the industry in which it operates;~~Regulation

•Specifically, we ~~experience~~intend ~~and~~to ~~skill~~conduct our activities so as to avoid being classified as an "investment company" under the Investment Company Act of ~~management~~1940 (the "Investment Act"), and, ~~the~~therefore, ~~availability~~to avoid application of ~~additional~~the ~~personnel~~costly and restrictive registration and other provisions of the ~~Target~~Investment ~~Business;~~Act, and the regulations promulgated thereunder.

•Our plan of business may involve changes in our capital ~~requirements~~structure, ofcorporate structure, management team, the ~~Target~~board of directors, voting control by our sole shareholder and business prospects and plans, especially if we consummate a Business; Combination, as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since we will not register as an investment company, shareholders will not be afforded these protections.

~~• the availability of a transaction exemption from the registration requirements of the Securities Act for any potential Business Combination;~~-6-

•Any securities which we might acquire in exchange for our Common Stock will be restricted securities within the ~~location~~meaning of the Securities Act. If we elect to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the Securities and Exchange Commission or an exemption from registration is available under the Securities Act. Section 4(1) of the Securities Act, which exempts sales of securities not involving a public distribution by persons other than an issuer, underwriter or dealer, would in all likelihood be available to permit a private sale. Although our plan of operation does not contemplate the resale of an acquired Target Business;' securities, if such a sale were to be necessary, we would be required to comply with the provisions of the Securities Act to effect such resale.

•Any Business ~~competitive~~Combination ~~position~~that ofwe ~~the~~consummate ~~Target~~may ~~Business;~~be in an industry which is regulated or licensed by Federal, state or local authorities. Compliance with such regulations can be expected to be a time consuming and expensive process.

•Penny Stock ~~stage~~Regulations of- ~~development~~State orBlue ~~lifecycle~~Sky ofrestrictions ~~the~~- ~~products,~~Restrictions ~~processes or services of the Target Business, if any;~~on Marketability

•The Securities ~~degree~~and Exchange Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of ~~current~~less than $5.00 per share or ~~potential~~an ~~market~~exercise ~~acceptance~~price of less than $5.00 per share, subject to certain exceptions. Our securities may be covered by the ~~products~~penny stock rules, which ~~processes~~impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, which are, generally, institutions with assets in excess of $5,000,000 or ~~services~~individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. For transactions covered by this rule, the ~~Target~~broker-dealers ~~Business~~must make a special suitability determination for the purchase and receive the purchaser's written agreement of the transaction prior to the sale. Consequently, ifthe rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of any; shareholder to sell shares of Common Stock in the secondary market.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate penny stocks. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange Act. Because our securities may from time to time, and at the present time, constitute penny stocks within the meaning of these rules, the rules would apply to the Company and to its securities. These rules may further affect the ability of our sole shareholder and other shareholders, if any, to sell their shares in any public market which might develop.

•Shareholders should ~~proprietary~~be ~~features~~aware that, ~~intellectual~~according ~~property~~to ~~rights~~Securities and ~~trade~~Exchange ~~secrets~~Commission ofRelease No. 34-29093, the ~~Target~~market ~~Business,~~for ifpenny ~~any;~~stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include the following:

•· ~~regulatory~~control ~~environment~~ of the ~~industry~~market infor ~~which~~the security by one or a few broker-dealers that are often related to the ~~Target~~promoter ~~Business~~or ~~operates~~issuer;

•· ~~costs~~manipulation ~~associated~~of ~~with~~prices ~~effecting~~through ~~the~~prearranged ~~Business~~matching ~~Combination;~~of purchases and sales and false and misleading press releases;

•· ~~equity~~“boiler ~~interest,~~room” practices involving high-pressure sales tactics and ~~possible~~unrealistic ~~management~~price ~~participation,~~projections inby ~~the~~inexperienced ~~Target~~sales ~~Business.~~persons;

~~The~~· ~~foregoing~~excessive ~~criteria~~and ~~are~~undisclosed ~~not~~bid-ask ~~intended~~differentials ~~to be exhaustive. Any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors as well as other objective~~ and ~~subjective~~markups ~~criteria deemed relevant~~ by usselling inbroker-dealers; connection with effecting a Business Combination consistent with our business objective. In many instances, it is anticipated that the historical operations of a Target Business may not necessarily be indicative of the potential for such Target Business’ future prospects.and

We· ~~will~~the bewholesale ~~dependent~~dumping ~~upon~~of the ~~owners~~same ofsecurities aby ~~Target~~promoters ~~Business~~and tobroker-dealers ~~identify~~after ~~any~~prices ~~such~~have ~~problems~~been ~~which~~manipulated ~~may exist and~~ to ~~implement,~~a ordesired ~~be primarily responsible for the implementation of~~level, ~~necessary~~along ~~changes. Because we may engage in a Business Combination~~ with ~~a newly organized firm or with a firm which is entering a new phase of growth, we will incur further risks, because in many instances, management of~~ the ~~Target~~resulting ~~Business~~inevitable ~~will~~collapse ~~not have proven its abilities or effectiveness, the eventual market for the products or services~~ of ~~the~~those ~~Target~~prices ~~Business will likely not be established,~~ and ~~the~~with ~~Target~~consequent ~~Business~~investor ~~may not be profitable subsequent to a Business Combination~~losses.

~~Our~~We ~~limited~~are aware ~~funds~~of ~~and~~ the ~~lack~~abuses ofthat ~~full-time~~have ~~management~~occurred ~~will~~historically ~~likely~~in ~~make~~the itpenny ~~impracticable~~stock tomarket. Although ~~conduct a complete and exhaustive investigation and analysis of a Target Business before~~ we ~~commit~~do ~~capital~~not orexpect ~~other~~to ~~resources. Management decisions, therefore, will likely~~ be ~~made~~in ~~without~~a ~~detailed~~position ~~feasibility~~to ~~studies,~~dictate ~~independent~~the ~~analysis,~~behavior ~~market~~of ~~surveys and~~ the market ~~like~~or ~~which,~~of ifbroker-dealers wewho ~~had~~participate ~~more~~in ~~funds~~the ~~available to us~~market, ~~would~~our besole ~~desirable.~~officer Weand director will bestrive ~~particularly~~within ~~dependent~~the inconfines ~~making~~of ~~decisions~~practical ~~upon~~limitations ~~information~~and ~~provided~~applicable laws byand ~~the~~regulations ~~promoters,~~to ~~owners,~~prevent ~~sponsors,~~the ordescribed ~~others~~patterns ~~associated~~from being established with ~~the~~respect ~~business~~to ~~opportunity seeking~~ our ~~participation~~securities.

In connection with our evaluation of a prospective Target Business, our sole officer and director anticipates that it will conduct a due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial or other information which will be made available to us. The time and costs required to select and evaluate a Target Business, including conducting a due diligence review, negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable Federal securities laws, state blue sky laws, foreign securities laws, if any, and corporation laws cannot presently be ascertained with any degree of certainty. -7-

Our sole officer and director intends to devote not more than five hours per week of his time to our operations, and, accordingly, consummation of a Business Combination may require a greater period of time than if he devoted his full time to our affairs. Employees

~~However,~~As ~~our~~of April ~~sole officer and director will devote such time as she deems reasonably necessary~~15, ~~to carry out the business and affairs of the Company~~2010, ~~including~~we ~~the~~are ~~evaluation~~in ~~of potential Target Businesses and~~ the ~~negotiation~~development ofstage ~~a Business Combination~~ and, ascurrently ahave ~~result,~~no ~~the amount of~~ full-time employees ~~devoted to our business~~ and ~~affairs~~one ~~may~~(1) ~~vary~~part-time ~~significantly depending upon~~employee, ~~among~~Joel ~~other~~H. ~~things~~Edelson, ~~whether~~our wesole ~~have~~officer ~~identified a Target Business or are engaged in active negotiations of a Business Combination~~and director. We ~~Any~~expect ~~costs~~to ~~incurred~~use inconsultants, ~~connection~~attorneys ~~with the identification~~ and ~~evaluation~~accountants ofas necessary. We aare ~~prospective Target Business with which a Business Combination is~~ not ~~ultimately~~subject ~~consummated will result in a loss~~ to ~~the~~any ~~Company~~collective bargaining agreement and ~~reduce~~management ~~the~~believes ~~amount~~that ofits ~~capital~~employee ~~available~~relations toare ~~otherwise complete a Business Combination or for the resulting entity to utilize~~good. ~~In the event we deplete our cash reserves, we might be forced to cease operations and a Business Combination might not occur.~~

We anticipate that we will locate and make contact with Target Businesses primarily through the reputation and efforts of our sole officer and director and representatives, who intend to meet personally with existing management and key personnel, visit and inspect material facilities, assets, products and services belonging to such prospects, or undertake such reasonable investigation as they deem appropriateItem 1A. Risk ~~Our sole officer and director and our representatives have a network of business contacts and believe that prospective Target Businesses will be referred to us through this network of contacts~~Factors.

7Not applicable.

We also expect that many prospective Target Businesses will be brought to our sole officer and director’s attention from various other non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community. We have neither the present intention, nor does the present potential exist for us, to consummate a Business Combination with a Target Business in which our sole officer and director or her affiliates or associates, directly or indirectly, have a pecuniary interest, although no existing corporate policies would prevent this from occurring. Although there are no current plans to do so, we may engage the services of professional firms that specialize in finding business acquisitions and pay a finder’s fee or other compensation. Since we have no current plans to utilize any outside consultants or advisors toItem assist in a Business Combination, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid1B. Unresolved ~~However,~~Staff ~~because of our limited resources, it is likely that any such fee we agree to pay would be paid in cash and/or shares of our Common Stock~~Comments.

~~As a general rule, Federal and state tax laws and regulations have a significant impact upon the structuring of business combinations~~None. We will evaluate the possible tax consequences of any prospective Business Combination and will endeavor to structure a Business Combination so as to achieve the most favorable tax treatment for us, the Target Business and the respective stockholders. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our proposed tax treatment of a particular Business Combination.

To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a Business Combination, there may be adverse tax consequences to us, the Target Business and the respective stockholdersItem 2. Tax considerations, as well as other relevant factors, will be evaluated in determining the precise structure of a particular Business Combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition Properties.

~~Although~~Our principal weexecutive ~~have~~office nois ~~commitments~~located asat of513 ~~the~~Vintage ~~date of this registration statement to issue any shares of Common Stock~~Way, ~~preferred stock~~Brandon, ~~options~~Florida 33511. We oroccupy ~~warrants~~this orspace ~~other equity consideration, we will, in all likelihood, issue a substantial number of additional securities in connection with the consummation of a Business Combination~~rent-free. We Tobelieve ~~the~~these facilities ~~extent that such additional securities~~ are ~~issued,~~adequate ~~dilution~~ to ~~the~~serve ~~interests of~~ our ~~sole~~current ~~shareholder will inevitably occur~~needs. Additionally, if a substantial number of shares of Common Stock are issued in connection with the consummation of a Business Combination, a change in our control will occur which will also likely affect, among other things, our ability to utilize net operating loss carry forwards, if any.

~~Any such change in control will likely result in the resignation or removal of our sole officer and director~~Item 3. Legal ~~If there is a change in the person serving as sole officer and director, no assurance can be given as to the experience or qualifications of our new management~~Proceedings. Our sole officer and director considers it likely that in order to consummate a Business Combination, a change in control will ultimately occur; therefore, he anticipates offering not less than a controlling interest to a Target Business in order to effectuate a Business Combination.

~~Our~~We ~~sole~~are not ~~officer~~a ~~and~~party ~~director may actively negotiate for or otherwise consent~~ to ~~the disposition of~~ any ~~portion~~legal ~~of the sole shareholder’s Common Stock as a condition to or in connection with a Business Combination. Therefore~~proceedings, itnor isare ~~possible~~we ~~that~~aware ~~the terms~~ of any ~~Business~~pending ~~Combination will provide for the sale of all~~ or threatened ~~any~~litigation ~~portion of the shares of Common Stock owned beneficially by our sole officer and director~~whatsoever. It is likely that none of our other shareholders, if any, will be afforded the right to sell their shares of Common Stock in connection with a Business Combination pursuant to the same terms that our sole officer and director, who is also the beneficial owner of all of our outstanding shares of Common Stock, will be provided.

~~There~~Item 4. Submission ~~are currently no limitations relating to our ability to borrow funds to increase the amount~~ of ~~capital~~Matters ~~available~~ to ~~us to effect~~ a ~~Business~~Vote ~~Combination or otherwise finance the operations~~ of ~~the~~Security ~~Target Business~~Holders. However, our limited resources and lack of operating history could make it difficult for us to borrow funds from other sources. The amount and nature of any borrowings by us will depend on numerous considerations, including our capital requirements, potential lenders’ evaluation of our ability to meet debt service on borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that such arrangements,

8Except for the election of Joel Edelson as the Company’s sole officer and director until his successor is duly elected and qualified, there were no matters submitted to a vote of security holders during the fourth quarter ended December 31, 2009.

if required or otherwise sought, would be available on terms commercially acceptable or otherwise in our best interests. Our inability to borrow funds required to effect or facilitate a Business Combination, or to provide funds for an additional infusion of capital into a Target Business, may have a material adverse effect on our financial condition and future prospects, including the ability to effect a Business Combination. To the extent that debt financing ultimately proves to be available, any borrowings may subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target Business may have already incurred liabilities in connection with a debt financing and, therefore, all the risks inherent thereto.-8-

If our securities are issued as part of an acquisition, such securities are required to be issued either in reliance upon an exemption from registration under applicable Federal or state securities laws or registered for public distribution. We intend to primarily target only those companies where an exemption from registration would be available; however, since the structure of the Business Combination has yet to be determined, no assurances can be made that we will be able to rely on such exemptions. Registration of securities typically requires significant costs and time delays are typically encountered. In addition, the issuance of additional securities and their potential sale in any trading market which might develop in our Common Stock, of which there is presently no trading market and no assurances can be given that one will develop, could depress the price of our Common Stock in any market whichPART ~~may develop in our Common Stock. Further, such issuance of additional securities would result in a decrease in the percentage ownership of our sole shareholder.~~II

~~Due to our small size and limited amount of capital, our ability to raise additional capital, if and when needed, could be constrained~~ Item 5. Market Until such time as any enterprise, product or service which we acquire generates revenues sufficient to cover operating costs, it is conceivable that we could find ourselves in a situation where we need additional funds in order to continue our operations. This need could arise at a time when we are unable to borrow funds and when market acceptance for ~~the~~Registrant’s ~~sale of additional shares of our~~ Common ~~Stock~~Equity, ~~does~~Related Stockholder ~~not~~Matters ~~exist. See “Management’s Discussion~~ and ~~Analysis~~Issuer orPurchases ~~Plan~~ of ~~Operation”~~Equity Securities.

~~Conflicts of Interest~~Market Information

Our common ~~sole~~stock ~~officer~~has ~~and director is~~ not ~~required~~been toapproved ~~commit~~for ~~his~~quotation ~~full~~or ~~time~~trading ~~to our affairs~~ and, accordingly, ~~such~~a public ~~person~~trading ~~may~~market ~~have~~for aour ~~conflict~~shares of ~~interest~~common instock ~~allocating~~has ~~management~~not ~~time~~yet ~~among~~commenced ~~various business activities. Our sole officer~~ and no ~~director~~shares ~~may~~of ~~engage~~our incommon ~~other~~stock ~~business~~have ~~activities~~been ~~similar and dissimilar to those we are engaged in with any limitations or restrictions applicable to such activities~~traded. There Tocan ~~the~~be ~~extent~~no assurance that such ~~persons~~a ~~engage~~public intrading ~~such~~market ~~other activities, they~~ will ~~have possible conflicts of interest in diverting opportunities to other companies~~develop, ~~entities~~ or ~~persons with which they are or may be associated or have an interest~~, ~~rather~~if ~~than diverting~~ such ~~opportunities~~a totrading market ~~us.~~is ~~As no policy has been established for the resolution of such a conflict~~developed, wethat ~~could~~it ~~be adversely affected should our sole officer and director choose to place her other business interests before ours. No assurance~~ can be ~~given~~maintained that such potential conflicts of interest will not cause us to lose potential opportunities. Our sole officer and director may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with ~~which they are affiliated~~liquidity. On April ~~Our sole officer and director may have conflicts of interest in determining which entity a particular business opportunity should be presented. Accordingly~~15, ~~as a result of multiple business affiliations~~2010, ~~our~~there ~~sole~~was ~~officer~~one ~~and~~(1) ~~director~~registered ~~may~~holder ~~have similar legal obligations relating to presenting certain business opportunities to multiple entities. In addition, conflicts~~ of ~~interest~~shares ~~may arise in connection with evaluations~~ of ~~a particular business opportunity by the board of directors with respect to the foregoing criteria. There can be no assurances that any of the foregoing conflicts will be resolved in~~ our ~~favor. We may also consider Business Combinations with entities owned or controlled by persons other~~common ~~than those persons described above~~stock. ~~There can be no assurances that any of the foregoing conflicts will be resolved in our favor.~~

Our sole officer and director may actively negotiate for or otherwise consent to the disposition of all or any portion of the shares of Common Stock held by the sole shareholder, as a condition to, or in connection, with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of all or a portion of the shares of Common Stock held by such shareholder. In the event that such a sale occurs, the Company’s sole officer and director intends to approve the Business Combination pursuant to Section 607.0902(2)(d)(7) of the Florida Business Corporation Act, which will have the effect of removing the transaction from the purview of the control-share acquisition statute promulgated under Section 607.0902 of the Florida Business Corporation Act. Thus, it is likely that no other shareholders, if any, will be afforded the right to sell shares Dividends

9We have not paid any dividends on our common stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

ofRecent Sales Common Stock in connection with a Business Combination pursuant to the same terms that our sole shareholder will be provided. Also, such other shareholders, if any, will not be afforded an opportunity to approve or consent to the purchase of ~~all~~Unregistered or any portion of the shares of Common Stock being sold by our sole shareholder, whose shares are beneficially owned by our sole officer and director. See “Description of Business – ‘Shell Corporation’” and “- Selection of a Target Business and Structuring of a Business Combination”.Securities

~~Investment~~The following ~~Company~~is a summary of the sole transaction by us from July 17, 2006, which is our inception, through April 15, 2010 involving sales of our securities that were not registered under the Securities Act. The offer and ~~Other~~sale was made in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated under Section 4(2) of the Securities Act, as transactions by an issuer not involving any public offering. The purchaser was an “accredited investor”, as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The purchaser was provided access to all material information which it requested, and all information necessary to verify such information and were afforded access to management of the registrant in connection with this purchase. The holder of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the registrant. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration under the Securities Act, in any further resale or disposition.

WeFounder ~~may participate in a Business Combination by purchasing, trading or selling the securities of such Target Business. We do not, however, intend to engage primarily in such activities.~~Share Issuance

~~Specifically~~On July 17, we2006, ~~intend~~the todate ~~conduct~~of our ~~activities~~inception, sowe asissued 20,000,000 shares of our restricted common stock to ~~avoid~~Ruiz ~~being~~Family ~~classified~~Holdings asfor an$5,000, ~~“investment~~or ~~company”~~$0.001 ~~under~~per ~~the~~share, as ~~Investment~~adjusted ~~Company~~for ~~Act~~our four-for-one forward split of ~~1940~~our ~~(the~~outstanding ~~“Investment~~common ~~Act”)~~stock, effective ~~and,~~on ~~therefore~~November 20, to2009. The ~~avoid~~investor ~~application~~represented ofits intention to acquire the ~~costly~~shares ~~and~~for ~~restrictive~~investment ~~registration~~only and ~~other~~not ~~provisions~~with ofa view to sell the ~~Investment~~shares ~~Act,~~in connection with any distribution thereof and ~~the~~an ~~regulations~~appropriate restrictive ~~promulgated~~legend ~~thereunder~~was affixed to the share certificate.

Our plan of business may involve changes in our capital structure, corporate structure, management team, the board of directors, voting control by our sole shareholder and business prospects and plans, especially if we consummate a Business Combination, as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since we will not register as an investment company, shareholders will not be afforded these protections.Warrant Issuance

~~Any~~On ~~securities~~August 14, ~~which~~2007, we ~~might~~issued ~~acquire~~warrants into ~~exchange~~purchase ~~for~~1,051,200 ~~our~~shares ~~Common~~of ~~Stock~~its ~~will~~common bestock ~~restricted~~to Law ~~securities~~Offices ~~within the meaning~~ of ~~the~~Michael ~~Securities Act~~H. IfHoffman, ~~we elect to resell such securities~~P.A., ~~such sale cannot proceed unless~~ a ~~registration~~legal ~~statement~~consultant ~~has~~to ~~been~~the ~~declared~~Company, ~~effective~~in exchange byfor ~~the~~services ~~Securities~~ and ~~Exchange~~reimbursement ~~Commission~~of orexpenses anin ~~exemption from registration is available under~~ the ~~Securities~~amount ~~Act.~~of ~~Section~~$6,803 pursuant ~~4(1)~~to ofa ~~the~~Warrant ~~Securities Act~~Agreement, ~~which~~as ~~exempts~~adjusted ~~sales~~for ofour ~~securities~~four-for-one ~~not~~forward ~~involving~~split of aour ~~public~~outstanding ~~distribution~~common bystock, ~~persons~~effective ~~other~~on ~~than~~November ~~an issuer~~20, ~~underwriter~~2009. The investor orrepresented ~~dealer,~~its ~~would~~intention into ~~all~~acquire ~~likelihood~~the beshares ~~available~~for toinvestment ~~permit~~only aand not ~~private~~with ~~sale.~~a ~~Although~~view ~~our~~to ~~plan~~sell ofthe ~~operation~~shares ~~does~~in ~~not~~connection ~~contemplate~~with ~~the~~any ~~resale~~distribution ofthereof, and an ~~acquired~~appropriate ~~Target~~restrictive ~~Business’~~legend ~~securities,~~was ifaffixed ~~such~~to athe ~~sale~~stock ~~were~~certificate represented tosuch beshares. On ~~necessary~~September 10, we2009, ~~would~~the beWarrant ~~required~~Agreement was tocanceled ~~comply~~by ~~with~~mutual ~~the~~agreement ~~provisions~~ of the ~~Securities~~parties, ~~Act~~and, toaccordingly, ~~effect~~the ~~such~~warrants relating ~~resale~~thereto were canceled.

Any Business Combination that we consummate may be in an industry which is regulated or licensed by Federal, state or local authorities. Compliance with such regulations can be expected to be a time consuming and expensive process.-9-

~~Penny~~Item 6. Selected ~~Stock~~Financial ~~Regulations - State Blue Sky restrictions - Restrictions on Marketability~~Data.

The following ~~Securities~~financial ~~and~~data ~~Exchange Commission~~ has ~~adopted~~been ~~regulations~~derived ~~which~~from ~~generally~~and ~~define~~should ~~a “penny stock” to~~ be ~~any~~read ~~equity~~in ~~security~~conjunction with ~~that~~(i) our ~~has~~financial astatements ~~market~~for ~~price~~the ofyears ~~less~~ended ~~than~~December ~~$5.00 per share or an exercise price of less than $5.00 per share~~31, ~~subject~~2009 toand December ~~certain exceptions. Our securities may be covered by the penny stock rules~~31, ~~which~~2008 ~~impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers~~ and ~~accredited~~the ~~investors,~~period ~~which~~from ~~are,~~July ~~generally~~17, ~~institutions with assets in excess of $5~~2006,~~000,000~~ orour ~~individuals with net worth in excess of $1~~inception,~~000,000~~ orto ~~annual income exceeding $200~~December 31,~~000~~ ~~or $300~~2009,~~000~~ ~~jointly~~together with ~~their~~the ~~spouse.~~notes ~~For~~to ~~transactions~~these ~~covered~~financial bystatements; ~~this~~and ~~rule,~~(ii) and the ~~broker-dealers~~sections ~~must~~of ~~make~~this areport ~~special~~entitled ~~suitability~~“Business” ~~determination for the purchase~~ and ~~receive the purchaser~~“Management’s ~~written~~Discussion ~~agreement~~and Analysis of ~~the~~Financial ~~transaction~~Condition ~~prior~~and toResults ~~the~~of ~~sale. Consequently~~Operations”, ~~the~~ ~~rule~~included ~~may~~elsewhere herein. Our ~~affect~~historical ~~the~~results ~~ability~~are ofnot ~~broker-dealers~~necessarily toindicative ~~sell~~of ~~our~~the results ~~securities~~we ~~and also~~ may ~~affect~~achieve ~~the~~in ~~ability of~~ any ~~shareholder~~future ~~to sell shares of Common Stock in the secondary market~~period.


Statements of Operations Data:	Year Ended December 31, 2009			Year Ended December 31, 2008			Cumulative from July 17, 2006 (inception) to December 31, 2009
Revenue:	$	—			—			—

Expenses:
General and administrative		2,865,056			24,482			2,906,221

Total expenses		2,865,056			24,482			2,906,221

Net (loss)	$	(2,865,056	)		(24,482	)		(2,906,221	)

Basic and diluted net (loss) per share	$	(0.14	)		—
Weighted average number of common shares outstanding		20,000,000			20,000,000

Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include the following:

Balance Sheets Data:	As of December 31, 2009			As of December 31, 2008
Cash and cash equivalents	$	260		$	470
Working capital		(2,864,057	)		(14,858	)
Total assets		—			—
Total long-term liabilities		—			—
Total liabilities		2,864,317			15,328
Total shareholders’ (deficit)		(2,864,057	)		(14,858	)

-10-

•Item 7. Management’s ~~control~~Discussion ofand ~~the~~Analysis ~~market~~of ~~for~~Financial Condition ~~the~~and ~~security~~Results byof ~~one or a few broker-dealers that are often related to the promoter or issuer;~~Operations

•The following ~~manipulation~~discussion ofshould ~~prices~~be read in conjunction with (i) our financial statements for the years ended December 31, 2009 and December 31, 2008 and for the period from July 17, 2006, our inception, through ~~prearranged~~December ~~matching~~31, of2009, together ~~purchases~~with the notes to these financial statements; and ~~sales~~(ii) the section entitled “Business” that appears elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and ~~false~~beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and ~~misleading~~elsewhere ~~press~~in ~~releases;~~this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~• “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;~~Overview

•Anasazi Capital ~~excessive~~Corp., a Florida corporation, which was incorporated in Florida on July 17, 2006, is a development stage company. To date, we have not generated any revenues and ~~undisclosed~~our ~~bid~~operations have been limited to organizational, start-~~ask~~up, ~~differentials~~and capital formation activities. We cannot predict to what extent our liquidity and ~~markups~~capital byresources ~~selling~~will ~~broker~~be diminished prior to the commencement of generating operating revenues. The continuation of our business is dependent upon our ability to generate operating revenues and obtaining adequate financing arrangements, and, ultimately, engaging in future profitable operations. We currently have no full-~~dealers;~~time employees and have one (1) part-time employee, Joel H. Edelson, our sole officer and director. Effective on November 20, 2009, the Company affected a four-for-one forward split of its outstanding common stock.

• the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.Technology Acquisition

WeOn September ~~are~~14, ~~aware~~2009, ofwe ~~the~~entered ~~abuses~~into ~~that~~an ~~have~~exclusive ~~occurred~~sublicense ~~historically~~with inGlobal Technologies Group, Inc. (“Global”) for the ~~penny~~patented ~~stock~~Molecular ~~market.~~Bonding ~~Although~~System technology we(“MBS”) dofor ~~not~~environmental ~~expect~~waste toremediation betechnology for contaminated properties in aMexico. (Patent ~~position~~Numbers: to5,898,093 ~~dictate~~and 5,877,393). In ~~the~~October ~~behavior~~7, of2009, the ~~market~~Company orentered ofinto ~~broker-dealers~~another exclusive ~~who~~sublicense ~~participate~~with inGlobal ~~the~~for ~~market,~~MBS ~~our~~technology ~~sole~~for ~~officer~~environmental ~~and~~waste remediation ~~director~~technology ~~will~~for ~~strive~~contaminated ~~within~~properties ~~the~~in ~~confines~~Canada. Global has ofan ~~practical~~exclusive ~~limitations~~license ~~and~~for ~~applicable~~using ~~laws~~the ~~and~~MBS ~~regulations~~technology tofor ~~prevent~~environmental ~~the~~waste remediation ~~described~~technology ~~patterns~~for ~~from~~contaminated ~~being~~properties ~~established~~in ~~with~~North ~~respect~~America, toCentral America, ~~our~~South ~~securities~~America and Russia.

~~Competition~~In consideration for the rights granted under these exclusive sublicenses, the Company plans to issue 2.1 million shares of its common stock to Global, for initial license fees owed by the Company thereunder in the amount of $2.1 million. There is an additional remaining amount of $675,000 for the initial license fees under these exclusive sublicenses (assuming the 2.1 million shares of its common stock are purchased by Global). The annual license fees for the Mexico and Canada licenses are $150,000 and $100,000, respectively, and have been prorated during 2009. The license fees are payable semi-annually.

WeGoing expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well-established and have extensive experience in connection with identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater financial, marketing, technical, personnel and other resources than us, and there can be no assurances that we will have the ability to compete successfully. Our financial resources will be extremely limited in comparison to those of many of our competitors. This inherent competitive limitation could compel us to select certain less attractive Target Businesses for a Business Combination. There can be no assurances that such Target Businesses will permit us to meet our stated business objective. Our sole officer and director believes, however, that our status as a reporting public entity could give us a competitive advantage over privately held entities having a similar business objective to ours in acquiring a Target Business with significant growth potential on favorable terms.Concern

~~Uncertainty~~Our financial statements have been prepared on the basis of ~~Competitive~~accounting ~~Environment~~principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of ~~Target~~operations. As ~~Business~~reflected in the accompanying financial statements, the Company is in the development stage with no operations or revenues, has used cash in operating activities of $44,146 from inception of July 17, 2006 to December 31, 2009 and has an accumulated deficit of $(2,906,221) through December 31, 2009. This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

In the event that we succeed in effecting a Business Combination, we will, in all likelihood, become subject to intense competition from competitors of the Target Business. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including competitors with increasingly greater financial, marketing, technical and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective Target Business cannot presently be ascertained. There can be no assurances that, subsequent to a Business Combination, we will have the resources to compete effectively, especially to the extent that the Target Business is in a high-~~growth industry.~~11-

~~Federal~~We ~~Securities~~have not ~~Laws~~yet ~~Compliance~~established any source of revenues sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us generating revenues and obtaining adequate capital or loans to fund operating losses until we become profitable. If we are unable to generate revenues and obtain adequate capital or loans, we could be forced to cease operations. There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.

Under the federal securities laws, companies reporting under the Exchange Act must furnish shareholders certain information about significant acquisitions, which information may require audited financial statements for a Target Business with respect to one or more fiscal years, depending upon the relative size Results of the acquisition. Consequently, our policy is to only effect a Business Combination with a Target Business that has available the requisite audited financial statements. See “Description of Securities-General”.Operations

11We are a development stage company and have incurred losses for the period from July 17, 2006, our inception, through December 31, 2009 in the amount of $(2,906,221), which are due to ongoing general and administrative expenses and not having generated any revenues since our inception.

~~Employees~~Results for the Years Ended December 31, 2009 and December 31, 2008

AsRevenues. ofThe ~~September~~Company’s revenues 1,for ~~2009, we are in~~ the ~~development~~years ~~stage~~ended ~~and~~December ~~currently have no employees~~31, ~~other~~2009 ~~than our sole officer~~ and ~~director.~~December ~~Our sole officer and director serves on a part-time basis. We expect to use consultants~~31, ~~attorneys~~2008 ~~and accountants as necessary, and do not anticipate a need to engage any other employees, so long as we our seeking and evaluating Target Businesses~~were $0. No ~~The~~revenues ~~need~~occurred ~~for~~during ~~employees~~these ~~and their availability will be addressed in connection with the decision whether or not to acquire a Target Business~~periods, orbecause ~~participate~~no inthere awere no ~~specific Business Combination~~sales.

~~Item~~Cost 1Aof revenues. The ~~Risk~~Company’s ~~Factors~~cost of revenues for the years ended December 31, 2009 and December 31, 2008 were $0. There was not cost of revenues, because no sales were made by the Company.

~~Not~~ Gross ~~applicable~~profit/loss. The Company’s gross profit/loss for the years ended December 31, 2009 and December 31, 2008 was $0. No gross profit/loss occurred during these periods, because no there were no sales.

~~Item~~General 1Band administrative expenses. ~~Unresolved~~General ~~Staff~~and ~~Comments~~administrative expenses for the year ended December 31, 2009 were $22,385 as compared to $24,482 for the year ended December 31, 2008. General and administrative expenses consist primarily of professional service fees paid to our law firm, accounting firm and financial printer handling our SEC filings.

~~None~~Net loss. Net loss for the year ended December 31, 2009 was $(2,865,056) as compared to $(24,482) for the year ended December 31, 2008. The net loss in 2009 was due to the 100 percent impairment of the Mexico and Canada sublicenses with Global Technologies Group, Inc. during the fourth quarter of 2009 and license amortization. The remaining portion of the loss in 2009 was due to the expenses associated with being a reporting company under the Exchange Act. The net loss in 2008 was due to the expenses associated with being a reporting company under the Exchange Act and generating no revenues. We have not generated any revenues since our inception.

~~Item~~Impact of ~~2. Properties.~~Inflation

~~Our~~We believe ~~principal~~that ~~executive~~the ~~office~~rate isof ~~located~~inflation athas ~~18101~~had ~~Von~~negligible ~~Karman~~effect ~~Ave.,~~on ~~Suite 330, Irvine, California 92612~~our operations. We believe ~~these~~we ~~facilities~~can ~~are~~absorb ~~adequate~~most, toif ~~serve~~not ~~our~~all, ~~needs until such time as a Business Combination occurs. We occupy this space rent~~increased non-~~free.~~controlled Weoperating ~~expect~~costs toby beincreasing ~~able~~sales ~~to utilize these facilities~~prices, ~~free~~whenever ofdeemed necessary ~~charge,~~and ~~until~~by ~~such~~operating ~~time~~our asCompany ain ~~Business~~the ~~Combination~~most ~~occurs~~efficient manner possible.

~~Item~~Liquidity and 3.Capital ~~Legal Proceedings.~~Resources

WeThe following ~~are~~table ~~not~~sets aforth ~~party~~our toliquidity ~~any~~and ~~legal~~capital ~~proceedings,~~resources ~~nor~~as ~~are we aware~~ of ~~any~~December 31, ~~threatened litigation whatsoever.~~2009:

Item 4. Submission of Matters to a Vote of Security Holders.


Cash and cash equivalents	$	260
Working capital		(2,864,577)
Total assets		-
Total liabilities		2,864,317
Total shareholders’ deficiency		(2,864,057)

~~Except for the re~~-election of Paul Garcia as the Company’s sole director for the 2009 fiscal year or such shorter period until his successor is duly elected and qualified, there were no matters submitted to a vote of security holders during the fourth quarter ended December 31, 2008.12-

~~PART~~During the IIperiod July 17, 2006, our inception, through December 31, 2009, we had an accumulated deficit of ($2,906,221), which was due to spending relating to our general and administrative expenses and not having generated any revenues.

~~Item~~Cash Flows 5.from ~~Market~~Operating ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Activities

~~Market~~We ~~Information~~have not generated positive cash flows from operating activities since our inception on July 5, 2006. Operating expenditures during the period covered by this report include general and administrative costs. The reason for the cash used in operating activities was due to the professional fees and costs associated with the Company’s SEC filings and associated costs of being a public company. We have used cash in operating activities in the amount of $44,146 for the period the period July 17, 2006, our inception, through December 31, 2009.

~~Our~~Cash Flows ~~common~~from ~~stock~~Investing has not been approved for quotation or trading and, accordingly, a public trading market for our shares of common stock has not yet commenced and no shares of our common stock have been traded. There can be no assurance that such a public trading market will develop, or, if such a trading market is developed, that it can be maintained with liquidity. On September 1, 2009, there was 1 registered holder of our common stock. Activities

~~Dividends~~We have not made any investments for the period July 17, 2006, our inception, through December 31, 2009.

WeCash Flows ~~have~~from ~~not~~Financing paid any dividends on our common stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.Activities

12We have financed our operations from the issuance of equity securities and loans. Net cash provided by financing activities for the year ended December 31, 2009 was $24,432, as compared to $14,974 for the year ended December 31, 2008. We received shareholder loan proceeds in the amount of $15,857 and $14,504, which were forgiven during the fiscal years ended December 31, 2009 and 2008, respectively, and recorded as additional paid-in capital upon the cancellation. As of December 31, 2009, the amount of shareholder loan was $9,045, and no interest was being accrued thereon.

~~Recent Sales of Unregistered Securities~~Intangible Assets

~~The~~As ~~following is a summary~~ of December ~~the sole transaction by us from July 17~~31, ~~2006~~2009, ~~which~~we ishad ~~our~~net ~~inception,~~intangible ~~through~~assets ~~September 1, 2009 involving sales~~ of ~~our~~$0 ~~securities~~due ~~that~~to ~~were not registered under~~ the ~~Securities~~Canada ~~Act. The offer~~ and Mexico ~~sale~~license ~~was~~agreements ~~made~~entered inbetween ~~reliance~~Global onTechnologies ~~Section 4(2) of the Securities Act~~Group, orInc. ~~Regulation D promulgated under Section 4(2) of the Securities Act, as transactions by an issuer not involving any public offering~~and us. We ~~The~~evaluated ~~purchaser~~this ~~was~~long-lived anintangible ~~“accredited~~asset ~~investor”,~~and asimpairment charges ~~that term is defined in Rule 501 promulgated under the Securities Act~~ of ~~1933~~$2, ~~as amended. The purchaser was provided access to all material information which it requested~~839,000 ~~and all information necessary to verify such information and~~ were ~~afforded~~recorded ~~access~~during ~~to management of~~ the ~~registrant~~fourth inquarter ~~connection~~of ~~with~~2009 ~~this~~because the ~~purchase.~~carrying ~~The~~amount ~~holder~~ of the ~~unregistered~~licenses ~~securities~~may ~~acquired such securities for investment and~~ not ~~with~~be ~~a view toward~~fully ~~distribution, acknowledging such intent to the registrant~~recoverable. There ~~All certificates or agreements representing such securities that~~ were ~~issued~~no ~~contained~~intangible ~~restrictive~~assets ~~legends,~~during ~~prohibiting further transfer of~~ the ~~certificates~~year orended December ~~agreements representing such securities~~31, ~~without such securities either being first registered or otherwise exempt from registration under the Securities Act, in any further resale or disposition~~2008.

~~Founder Share Issuance~~Material Commitments

OnThere were ~~July~~no ~~17,~~material ~~2006,~~commitments during the ~~date~~year ofended ~~our~~December ~~inception~~31, we2009 ~~issued 5,000,000 shares of our restricted common stock to Ruiz Family Holdings for $5,000, or $0.001 per share. The investor represented its intention to acquire the shares for investment only~~ and ~~not with a view to sell~~ the year ~~shares~~ended inDecember ~~connection~~31, ~~with any distribution thereof and an appropriate restrictive legend was affixed to the share certificate~~2008.

~~Warrant~~ Off-Balance ~~Issuance~~Sheet Arrangements

OnWe ~~August~~do ~~14, 2007, the Company issued warrants to~~not ~~purchase~~have ~~262,800~~any ~~shares~~off-balance ofsheet ~~its~~arrangements ~~common~~that ~~stock~~have toor aare ~~consultant~~reasonably tolikely ~~the Company, Law Offices of Michael H. Hoffman, P.A., in exchange for services and reimbursement of expenses in the amount of $6,803 pursuant~~ to ~~a Warrant Agreement. These warrants~~ have ~~certain rights identified in the Warrant Agreement, including an exercise price of $.01 per share,~~ a ~~term~~current ofor ~~five~~future ~~years,~~effect aon ~~cashless~~our ~~exercise feature,~~financial ~~if the strike price of the warrant it exercises is lower than the public market price of a share of the Company’s common stock~~condition, achanges ~~put~~in ~~feature requiring the Company to purchase the warrants if the shares underlying the warrants are not listed for~~financial ~~quotation on a recognized national securities exchange~~condition, ~~the~~revenues ~~Nasdaq National Market (~~or ~~a similar national quotation system)~~expenses, ~~the over-the-counter~~results ~~electronic~~of ~~bulletin board or the Pink Sheets (each a “Public Market”)~~operations, ~~and the warrants have anti-dilution protection~~liquidity, ~~such that the holder shall continue to have the same percentage of ownership and the same percentage of~~capital ~~voting~~expenditures ~~rights of the class of the Company’s common stock regardless whether the Company~~ or ~~its~~capital ~~successors~~resources or its assigns may thereafter increase or decrease the authorized number of shares of the Company’s common stock or increase or decrease the number of shares issued and outstanding. The anti-dilution rights will continue in effect until two years from the date that ~~all shares of the Company’s common stock then purchasable under the warrant~~ are ~~registered~~material ~~under the Securities Act. The non-dilution rights will not attach~~ to ~~any shares sold in open market transactions~~investors. The warrants have no market at the present time, because they are not exercisable until the Company’s shares of common stock are listed on a Public Market. The investor represented its intention to acquire the warrants and the underlying shares for investment only and not with a view to sell the warrants or underlying shares in connection with any distribution thereof and an appropriate restrictive legend was affixed to the warrant certificate.

~~Item 6. Selected Financial Data.~~-13-

~~The~~Critical Accounting following financial data has been derived from and should be read in conjunction with (i) our financial statements for the years ended December 31, 2008 and December 31, 2007 and from July 17, 2006, our inception, to December 31, 2008, together with the notes to these financial statements; and (ii) and the sections of this report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included elsewhere herein. Our historical results are not necessarily indicative of the results we may achieve in any future period.Policies

13Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

							Period from
							July 17, 2006
	For the year ended			For the year ended			(Inception) to
	December 31, 2008			December 31, 2007			December 31, 2008
	(Audited)			(Audited)			(Audited)
Statements of Operations Data:
Revenue:	$	—		$	—		$	—
Expenses:
General and administrative		24,482			10,562			41,165
Net (loss)	$	(24,482	)	$	(10,562	)	$	(41,165	)
Basic and diluted net (loss) per share		—			—			—
Weighted average number of common shares outstanding		5,000,000			5,000,000

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

	As of			As of
	December 31, 2008			December 31, 2007
	(Audited)			(Audited)
Balance Sheets Data:
Cash and cash equivalents	$	470		$	—
Working capital deficit		(14,858	)		(4,880	)
Total assets		—			—
Total current liabilities		15,328			4,880
Total liabilities		15,328			4,880
Total shareholders’ deficiency		(14,858	)		(4,880	)

Cash and Cash Equivalents

~~Item~~The Company 7.considers ~~Management’s~~all ~~Discussion~~highly ~~and~~liquid ~~Analysis~~debt instruments with original maturities of three ~~Financial~~months ~~Condition~~or ~~and~~less ~~Results~~to ofbe ~~Operations~~cash equivalents.

The following discussion should be read in conjunction with (i) our financial statements for the years ended December 31, 2008 and December 31, 2007 and from July 17, 2006, our inception, to December 31, 2008, together with the notes to these financial statements; and (ii) the section entitled “Business” that appears elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Our financialEarnings ~~statements~~Per ~~are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~Share

~~Overview~~The Company computes earnings per share in accordance with the Accounting Standards Codification (“ASC”) 260 “Earnings Per Share” which was previously Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

WeFair Value are a development stage company conducting no business operations, other than our efforts to effect a business combination with a target business that desires to utilize our status as a reporting corporation under the Exchange Act., which we consider to have significant growth potential. To date, we have neither engaged in any operations nor generated any revenue. We have generated no cash flow. We cannot predict to what extent our liquidity and capital resources will be diminished prior to the consummation of aFinancial business combination or whether our capital will be further depleted by the operating losses, if any, of the target business with which we may effectuate a business combination. The continuation of our business is dependent upon our ability to obtain adequate financing arrangements, effectuate a business combination and ultimately, engage in future profitable operations.Instruments

~~Presently,~~The Company wevalues ~~are~~its ~~not~~financial ininstruments aas ~~position~~required toby ~~meet~~SFAS ~~our~~No. ~~cash~~107, ~~requirements~~“Disclosures ~~for~~about ~~the~~Fair ~~next~~Value of Financial ~~12 months~~Instruments”. WeThe ~~neither~~estimated ~~generate~~fair ~~any~~value ~~cash~~amounts have ~~revenue~~been ~~nor~~determined ~~cash~~by ~~flow. In~~ the ~~event~~Company, weusing ~~cannot~~available ~~meet~~market ~~our~~information ~~operating~~and appropriate ~~costs~~valuation ~~prior~~methodologies. toThe ~~the~~estimates ~~effectuation~~presented ofherein aare ~~business~~not necessarily ~~combination,~~indicative weof ~~may~~amounts ~~cease~~that ~~operations~~the ~~and~~Company acould ~~business~~realize ~~combination~~in ~~may~~a ~~not~~current market ~~occur~~exchange.

14The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

~~Results of Operations~~Income Taxes

WeThe Company ~~are~~accounts afor ~~development~~income ~~stage~~taxes ~~company~~in ~~and~~accordance ~~have~~with ~~incurred~~Statement ~~losses~~ of ~~$41~~Financial Accounting Standards No. 109,~~165~~ as“Accounting for Income Taxes.” Under the asset and liability method of ~~December~~Statement 31109, ~~2008,~~deferred ~~which~~tax assets and liabilities are recognized ~~due~~for the estimated future tax consequences attributable to ~~ongoing~~differences between ~~general~~the financial statement carrying amounts of existing assets and liabilities ~~administrative~~and ~~expenses~~their respective tax bases. Deferred tax assets and ~~not~~liabilities are ~~having~~measured ~~generated~~using ~~any~~enacted ~~revenues~~tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

~~Liquidity and Capital Resources~~-14-

~~The~~Recent Accounting ~~following table sets forth our liquidity and capital resources as of December 31, 2008:~~ Pronouncements

Cash and cash equivalents	$	470
Working capital deficit		(14,858	)
Total assets		-
Total liabilities		15,328
Total shareholders’ deficiency		(14,858	)

FASB Accounting Standards Codification

~~During~~(Accounting Standards ~~the~~Update ~~period July 17, 2006~~ (~~inception~~“ASU”) through December 31, 2008, we had a working capital deficit of $14,858. The reason for the deficit was spending relating to our general and administrative expenses and not having generated any revenues. 2009-01)

~~Cash~~In June 2009, ~~Flows~~FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from ~~Operating~~the ~~Activities~~Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the year ended December 31, 2009. As a result of the Company’s implementation of the Codification during the year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

We have not generated positive cash flows from operating activities as of December 31, 2008. Operating expenditures during the period covered by this report include general and administrative costs. The reason for the cash used in operating activities was due to the professional fees and costs associated with the Company’s preparation and filing of its Registration Statement on Form 10-SB and period reports with the SEC.Subsequent Events

~~Cash~~(Included in ~~Flows~~Accounting ~~from~~Standards ~~Investing~~Codification ~~Activities~~(“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

WeSFAS No. 165 ~~did~~established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not ~~make~~apply ~~any~~to ~~investments~~subsequent events asor transactions that are within the scope of ~~December~~other 31GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, ~~2008~~2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

~~Cash~~Determination ~~Flows~~of ~~from~~the ~~Financing~~Useful Life ~~Activities~~of Intangible Assets

We(Included in ~~have~~ASC ~~financed~~350 ~~our~~“Intangibles ~~operations~~– ~~from~~Goodwill ~~the issuance of equity securities~~ and ~~loans. Net cash provided by financing activities for the period from July 17~~Other”, ~~2006,~~previously ~~our~~FSP ~~inception,~~SFAS ~~through December 31, 2008 was $19,974~~No. ~~The~~142-3 “Determination ~~cash~~of ~~flows from financing activities was due to~~ the ~~initial~~Useful ~~investment~~Lives ~~in us in the amount~~ of ~~$5,000~~Intangible ~~and proceeds from shareholder loans in the amount of $14,504.~~ Assets”)

~~Going~~FSP ~~Concern~~SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

Our auditors have raised substantial doubt as to our ability to continue as a going concern, as expressed in its opinion on our financial statements included in this report. The Company commenced operations on July 17, 2006, and has realized no revenues and operated at a loss since inception. As at December 31, 2008, the Company has working capital deficit of $(14,858) and an accumulated deficit of $(41,165). Existing cash resources are currently not expected to provide sufficient funds through the upcoming year. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay our liabilities. To date, we have operated at a loss and remained in business through the issuance of our equity securities and loans. There can be no assurance that we will operate at a profit orNoncontrolling ~~additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.~~Interests

~~Material~~(Included in ~~Commitments~~ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

~~There were no material commitments for the period from July 17, 2006, our inception, through December 31, 2008.~~-15-

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. Any excess or shortfall for buyouts of noncontrolling interests in mature restaurants is recognized as an adjustment to additional paid-in capital in stockholders’ equity. Any shortfall resulting from the early buyout of noncontrolling interests will continue to be recognized as a benefit in partner investment expense up to the initial amount recognized at the time of buy-in. Additionally, operating losses can be allocated to noncontrolling interests even when such allocation results in a deficit balance (i.e., book value can go negative). The Company presents noncontrolling interests (previously shown as minority interest) as a component of equity on its consolidated balance sheets. Minority interest expense is no longer separately reported as a reduction to net income on the consolidated income statement, but is instead shown below net income under the heading “net income attributable to noncontrolling interests.” The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

~~Off-Balance~~Consolidation ~~Sheet~~of ~~Arrangements~~Variable Interest Entities – Amended

We(To dobe included ~~not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes~~ in ~~financial~~ASC ~~condition,~~810 ~~revenues or expenses~~“Consolidation”, ~~results~~SFAS ofNo. 167 ~~operations,~~“Amendments ~~liquidity, capital expenditures or capital resources that are material~~ to ~~investors~~FASB Interpretation No. 46(R)”)

~~Critical~~SFAS No. 167 ~~Accounting~~amends ~~Policies~~FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

~~Our~~Management does ~~financial~~not ~~statements~~believe ~~and~~that ~~accompanying~~any ~~notes~~other ~~have~~recently ~~been~~issued, ~~prepared~~but innot ~~accordance~~yet ~~with United States generally accepted~~ effective, accounting ~~principles~~standards ~~applied~~or onpronouncements, aif ~~consistent~~currently basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesadopted, ~~the~~would ~~disclosure~~have ofa material ~~contingent~~effect ~~assets~~on ~~and liabilities at~~ the ~~date~~Company’s ~~of the~~ financial statements ~~and the reported amounts of revenues and expenses during the reporting periods~~.

~~We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements~~Item 7A. Quantitative ~~In general, management’s estimates are based on historical experience, on information from third party professionals,~~ and onQualitative ~~various~~Disclosures ~~other~~about Market ~~assumptions that are believed to be reasonable under the facts and circumstances~~Risk. ~~Actual results could differ from those estimates made by management.~~

~~Cash~~We ~~and~~are not ~~Cash~~subject ~~Equivalents~~to risks related to foreign currency exchange rate fluctuations.

Our functional currency is the United States dollar. We ~~consider~~do ~~all~~not ~~highly~~transact ~~liquid~~our ~~debt~~business in ~~instruments~~other ~~with~~currencies. ~~original~~As ~~maturities~~a ofresult, ~~three~~we ~~months~~are ornot ~~less~~subject to beexposure ~~cash~~from ~~equivalents~~movements in foreign currency exchange rates. We ~~have~~do nonot ~~cash~~use ~~equivalents~~derivative financial instruments for speculative trading purposes.

~~Use of Estimates~~-16-

~~The~~Item 8. Financial ~~preparation~~Statements ~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions that affect certain reported amounts and disclosures~~Supplementary Data. ~~Accordingly, actual results could differ from those estimates.~~

~~Inventories~~LAKE & ASSOCIATES, CPA’s LLC

~~Inventories~~REPORT OF ~~are~~INDEPENDENT ~~valued~~REGISTERED atPUBLIC ~~the~~ACCOUNTING ~~lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.~~FIRM

~~Revenue~~To ~~Recognition~~the Board of Directors

Weof Anasazi ~~recognize~~Capital ~~revenue when:~~Corp.

•513 Vintage ~~Persuasive evidence of an arrangement exists;~~Way

~~• Shipment has occurred;~~Brandon, Florida 33511

•We ~~Price~~have audited isthe ~~fixed~~accompanying orbalance ~~determinable;~~sheet of Anasazi Capital Corporation (a development stage enterprise) (the “Company”) as of December 31, 2009 and 2008, and related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and for the period July 17, 2006 (inception) through December 31, 2009. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

•We conducted ~~Collectibility~~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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is ~~reasonably~~not ~~assured~~required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the 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.

~~For~~In our opinion, the ~~period~~financial ~~from~~statements ~~July~~referred to above present fairly, in all material respects, the financial position of Anasazi Capital Corporation (a Florida corporation) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended, and for the period July 17, 2006 (inception) through December 31, ~~2008~~2009, wein ~~recognized~~conformity ~~revenues~~with accounting principles generally accepted in the United States of $0America.

~~Earnings~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 10, the Company has been in the development stage since its inception (~~Loss~~July 17, 2006) ~~Per~~and continues ~~Share~~to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We/s/ Lake ~~compute~~& ~~earnings per share in accordance with Statement of Accounting Standards No. 128~~Associates, ~~“Earnings~~CPA’s per Share (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period from July 17, 2006 (inception) through December 31, 2008.LLC

16Lake & Associates, CPA’s LLC

~~Intangible Assets~~Schaumburg, Illinois

WeApril evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. There was no impairment loss for the period from July 1715, ~~2006 (inception) through December 31, 2008.~~ 2010

~~Income Taxes~~-17-

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Anasazi Capital Corp.
(A Development Stage Company)
Balance Sheets
As of December 31, 2009 and 2008


	2009			2008
	(Audited)			(Audited)
CURRENT ASSETS
Cash and cash equivalents	$	260		$	470
TOTAL CURRENT ASSETS		260			470

TOTAL ASSETS	$	260		$	470



CURRENT LIABILITIES
Accounts payable & accrued expenses		12,600			14,858
Loan from shareholder		9,045			470
License payable		2,842,672			-
TOTAL CURRENT LIABILITIES		2,864,317			15,328

TOTAL LIABILITIES		2,864,317			15,328

STOCKHOLDERS' (DEFICIT)
Preferred stock ($.001 par value, 10,000,000 shares authorized,		-			-
none issued and outstanding as of December 31, 2009 and 2008, respectively)
Common stock ($.001 par value, 100,000,000 shares authorized, 23,200,000 and
20,000,000 shares issued and outstanding as of December 31, 2009 and 2008, respectively)		20,000			20,000
Additional paid in capital		22,164			6,307
Retained (deficit)		(2,906,221	)		(41,165	)
TOTAL STOCKHOLDERS' (DEFICIT)		(2,864,057	)		(14,858	)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	260		$	470

The accompanying notes are an integral part of these financial statements.

~~Fair Value of Financial Instruments~~-18-

~~The~~Anasazi ~~Company~~Capital ~~considers~~Corp. ~~that~~(A ~~the~~Development ~~carrying~~Stage ~~amount~~Company) Statements of ~~financial~~Operations ~~instruments,~~For ~~including~~the ~~accounts~~period ~~payable,~~from ~~approximates~~July ~~fair~~17, ~~value~~2006 ~~because~~(inception) ofthru ~~the~~December ~~short~~31, ~~maturity of these instruments.~~2009

Share Based Payments

	For the years ended December 31,						Cumulative Amount from July 17, 2006 (inception) to December 31, 2009
	2009			2008
	(Audited)			(Audited)			(Audited)
REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Selling, general, and administrative		22,385			24,482			63,550
Amortization		3,671			-			3,671
Impairment loss		2,839,000			-			2,839,000
TOTAL OPERATING EXPENSES		2,865,056			24,482			2,906,221

OPERATING (LOSS)		(2,865,056	)		(24,482	)		(2,906,221	)

NET (LOSS) BEFORE TAXES		(2,865,056	)		(24,482	)		(2,906,221	)

INCOME TAX EXPENSE		-			-			-

NET (LOSS)		(2,865,056	)		(24,482	)		(2,906,221	)



WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		20,000,000			20,000,000			20,000,000

NET LOSS PER COMMON SHARE
Basic	$	(0.14	)		**

** Less than $.01

The accompanying notes are an integral part of these financial statements.

~~In December 2004, the FASB issued SFAS No. 123(R), “Share~~-~~Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share~~19-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

Effective July 17, 2006, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the share-based payments.

Anasazi Capital Corp.
(A Development Stage Company)
Statement of Equity (Deficit)
For the period from July 17, 2006 (inception) thru December 31, 2009
(Audited)
					Additional			Retained			Total
	Common Stock				Paid-in			Earnings			Stockholders'
	Shares		Amount		Capital			(Deficit)			(Deficit)

Balance at July 17, 2006 (inception), Founder's shares issued for cash (20,000,000 shares at $.001 per share)		20,000,000	$	20,000	$	(15,000	)	$	-		$	5,000

Net (loss) for the period									(6,121	)		(6,121	)

Balance, December 31, 2006		20,000,000	$	20,000	$	(15,000	)	$	(6,121	)	$	(1,121	)


Common stock warrants issued for debt		-		-		6,803			-			6,803

Net (loss) for the period									(10,562	)		(10,562	)

Balance, December 31, 2007		20,000,000	$	20,000	$	(8,197	)	$	(16,683	)	$	(4,880	)

Capital from debt forgiveness		-		-		14,504			-			14,504

Net (loss) for the period									(24,482	)		(24,482	)

Balance, December 31, 2008		20,000,000	$	20,000	$	6,307		$	(41,165	)	$	(14,858	)

Capital from debt forgiveness		-		-		15,857			-			15,857

Net (loss) for the period									(2,865,056	)		(2,865,056	)

Balance, December 31, 2009		20,000,000	$	20,000	$	22,164		$	(2,906,221	)	$	(2,864,057	)

The accompanying notes are an integral part of these financial statements.

~~Recent Accounting Pronouncements~~-20-

In December 2007, the Financial Accounting Standards Board (“FASB”) issued two new statements: (a.) SFAS No. 141 (revised 2007), “Business Combinations”, and (b.) No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its consolidated financial statements.

Anasazi Capital Corp.
(A Development Stage Company)
Statements of Cash Flows
For the period from July 17, 2006 (inception) thru December 31, 2009

	For the years ended December 31,						Cumulative Amount from July 17, 2006 (inception) to December 31, 2009
	2009			2008
	(Audited)			(Audited)			(Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(2,865,056	)	$	(24,482	)	$	(2,906,221	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		3,671			-			3,671
Impairment loss		2,839,000			-			2,839,000
Changes in operating assets and liabilities:
Accounts payable		(2,257	)		9,978			19,404
NET CASH (USED IN) OPERATING ACTIVITIES		(24,642	)		(14,504	)		(44,146	)

CASH FLOWS FROM INVESTING ACTIVITIES:
NET CASH USED IN FINANCING ACTIVITIES		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		24,432			14,974			39,406
Proceeds from issuance of common stock		-			-			5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		24,432			14,974			44,406

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(210	)		470			260

CASH AND CASH EQUIVALENTS:
Beginning of period		470			-			-
End of period	$	260		$	470		$	260

SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock warrants as payment for accounts payable	$	-		$	-		$	6,803
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

17-21-

~~(a.) SFAS~~ANASAZI CAPITAL NoCORP. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.

(~~b.)~~A DEVELOPMENT ~~SFAS~~STAGE ~~No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i~~COMPANY) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.

In February 2008, the FASB issued Financial Staff Positions (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), which delays the effective date of SFAS No. 157, “Fair Value Measurement” (“SFAS 157”), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP FAS 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. FSP FAS 157-2 isNOTES ~~effective~~TO ~~for~~FINANCIAL us beginning January 1, 2009. The Company is currently evaluating the potential impact of the adoption of those provisions of SFAS 157, for which the effectiveness was delayed by FSP SFAS 157-2, on the Company’s consolidated financial position and results of operations. STATEMENTS

~~In March 2008~~DECEMBER 31, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about 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. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its consolidated financial statements.2009

InNOTE－1 ~~March~~BASIS ~~2008,~~OF the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company’s future financial position or results of operations.PRESENTATION

~~In May 2008, the FASB released SFAS No. 162, “~~The Company ~~Hierarchy~~has ofnot ~~Generally~~earned ~~Accepted~~any ~~Accounting~~revenue ~~Principles.” SFAS~~from Nooperations. ~~162~~ Accordingly, ~~identifies~~ the Company’s ~~sources~~activities ofhave ~~accounting~~been ~~principles~~accounted ~~and the framework~~ for ~~selecting~~as ~~the~~those ~~principles used in the preparation~~ of ~~financial~~a ~~statements~~“Development ofStage Enterprise” ~~nongovernmental~~as ~~entities~~set ~~that~~forth ~~presented~~ in ~~conformity~~Financial ~~with~~Accounting ~~generally~~Standards ~~accepted~~Board ~~accounting~~Statement ~~principles in the United States of America~~No. 7 (“SFAS No7”). Among ~~162~~the ~~will~~disclosures berequired ~~effective~~by 60SFAS ~~days~~7 ~~following~~are ~~the~~that ~~SEC~~the Company’s ~~approval~~financial ofstatements ~~the~~be ~~PCAOB~~identified ~~amendments~~as tothose ~~AU Section 411, “The Meaning~~ of ~~Present~~a ~~Fairly~~development instage company, ~~Conformity~~and ~~With Generally Accepted Accounting Principles”. The FASB has stated~~ that itthe ~~does~~statements ~~not~~of ~~expect~~operations, ~~SFAS~~stockholders’ ~~No.~~equity ~~162~~and ~~will~~cash flows ~~result~~disclose inactivity asince ~~change in current practice. The Company does not believe~~ the ~~application~~date of ~~SFAS 162 will have a significant impact, if any, on~~ the Company’s ~~consolidated financial statements~~inception.

18NOTE－2 ORGANIZATION AND BUSINESS BACKGROUND

InAnasazi Capital ~~May~~Corp. ~~2008,~~ (the ~~FASB issued SFAS No. 163,~~ “~~Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60~~Company” ~~(“SFAS No. 163”~~)., ~~SFAS~~a ~~No.~~development ~~163~~stage ~~interprets~~company, ~~Statement~~was 60incorporated ~~and~~in Florida ~~amends~~on ~~existing~~June ~~accounting~~17, ~~pronouncements~~2006. On toSeptember ~~clarify~~14, ~~their~~2009, ~~application to~~ the ~~financial~~Company ~~guarantee~~entered into ~~insurance~~an ~~contracts~~Exclusive ~~included~~License ~~within~~Agreement (the ~~scope~~“License ofAgreement ~~that~~I”) ~~Statement.~~with ~~SFAS~~Global Technologies ~~No. 163 is effective for financial statements issued for fiscal years beginning after December 15~~Group, ~~2008~~Inc., ~~and~~the ~~all~~licensor, ~~interim~~which ~~periods~~granted ~~within~~an ~~those~~exclusive ~~fiscal~~license ~~years. As such,~~ to the Company isfor ~~required~~brownfields toand ~~adopt~~redevelopment ~~these~~properties ~~provisions~~located atin ~~the~~Mexico, which ~~beginning~~utilize of the ~~fiscal~~patented ~~year~~Molecular ~~ended~~Bonding ~~December~~System 31technology, ~~2009.~~for ~~The~~$1,250,000 and ~~Company~~annual isroyalty ~~currently~~payments ~~evaluating~~in the ~~impact~~amount of ~~SFAS~~$150,000 ~~No.~~thereafter ~~163~~for ona ~~its~~period ~~financial statements but does not expect it to have an effect on the Company’s financial position, results~~ of 15 ~~operations or cash flows~~years.

InOn October ~~May~~7, ~~2008~~2009, the ~~FASB~~Company ~~issued~~entered ~~FSP~~into ~~APB~~an ~~14-1,~~Exclusive ~~“Accounting~~License ~~for~~Agreement ~~Convertible Debt Instruments that may be Settled in Cash upon Conversion~~ (~~Including Partial Cash Settlement)” (~~the “~~FSP~~License ~~APB~~Agreement ~~14-1~~II”). ~~FSP~~with ~~APB~~Global ~~14-1~~Technologies ~~applies to convertible debt securities that~~Group, ~~upon conversion~~Inc., ~~may be settled by~~ the ~~issuer~~licensor, which ~~fully~~granted oran ~~partially~~exclusive inlicense ~~cash.~~to ~~FSP~~the ~~APB~~Company ~~14-1 specifies that issuers of such instruments should separately account~~ for ~~the~~brownfields ~~liability~~ and redevelopment ~~equity~~properties ~~components~~located in aCanada, ~~manner~~which ~~that~~utilize ~~will reflect~~ the ~~entity’s~~patented ~~nonconvertible~~Molecular Bonding ~~debt~~System ~~borrowing~~technology, ~~rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective~~ for ~~financial statements issued for fiscal years after December 15~~$1, ~~2008~~525,000 and ~~must~~ beannual ~~applied~~royalty onpayments ain ~~retrospective~~the amount ~~basis.~~of ~~Early~~$100,000 ~~adoption~~thereafter isfor ~~not~~a ~~permitted.~~period ~~The Company is assessing the potential impact~~ of ~~this~~15 ~~FSP on the convertible debt issuances~~years.

InMolecular Bonding ~~June~~System ~~2008,~~technology ~~the~~is ~~FASB~~a ~~issued~~patented ~~FASB~~soil ~~Staff~~remediation ~~Position~~technology ~~(“FSP”)~~to ~~EITF~~convert contaminated ~~03-6-1,~~soil ~~“Determining~~into ~~Whether~~an ~~Instruments~~insoluble, Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vestingstable, ~~and therefore need to be included in the earnings allocation in computing earnings per share under the two~~non-~~class~~hazardous ~~method~~metal ~~as described in SFAS No. 128~~sulfide, together ~~Earnings~~with ~~per~~any ~~Share. Under the guidance of FSP EITF 03-6-1~~improvement, ~~unvested~~enhancement ~~share-based payment awards that contain nonforfeitable rights to dividends~~ or ~~dividend~~expansion ~~equivalents (whether paid or unpaid) are participating securities and shall be included in the computation~~ of ~~earnings-per-share~~such ~~pursuant~~long toterm ~~the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years~~heavy ~~beginning~~metal ~~after~~soil ~~December~~remediation ~~15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively~~process. ~~Early application is not permitted. The Company is assessing the potential impact of this FSP on the earnings per share calculation.~~

InAs ~~June~~of December ~~2008~~31, ~~the FASB ratified EITF No. 07-5~~2009, ~~“Determining~~the ~~Whether~~Company anhad ~~Instrument~~not ~~(or~~yet ancommenced ~~Embedded~~any ~~Feature)~~formal isbusiness operations ~~Indexed~~and toall anactivity ~~Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an entity should use a two-step approach~~ to ~~evaluate~~date ~~whether~~has anrelated ~~equity-linked financial instrument (or embedded feature) is indexed~~ to ~~its~~the ~~own~~Company ~~stock~~formation, capital ~~including~~stock ~~evaluating~~issuance, the ~~instrument’s~~License ~~contingent~~Agreement ~~exercise~~ and ~~settlement~~professional ~~provisions.~~fees ~~EITF~~with ~~07-5~~regard to isfilings ~~effective~~with ~~for~~the ~~financial~~Securities ~~statements~~and ~~issued~~Exchange ~~for fiscal years beginning after December 15, 2008~~Commission. ~~Early application is not permitted.~~ The Company’s isfiscal year ~~assessing~~ends ~~the potential impact of this EITF 07-5~~ on ~~the~~December ~~financial condition and results of operations~~31st.

~~Item~~NOTE－3 ~~7A.~~SUMMARY ~~Quantitative~~OF ~~and~~SIGNIFICANT ~~Qualitative~~ACCOUNTING ~~Disclosures about Market Risk.~~POLICIES

WeBasis of ~~are not subject to risks related to foreign currency exchange rate fluctuations.~~Presentation

~~Our~~These accompanying ~~functional~~condensed ~~currency~~consolidated isfinancial ~~the~~statements ~~United~~have ~~States~~been ~~dollar.~~prepared ~~We do not transact our business~~ in accordance ~~other~~with ~~currencies.~~generally Asaccepted aaccounting ~~result,~~principles ~~we are not subject to exposure from movements~~ in ~~foreign~~the ~~currency~~United ~~exchange~~States ~~rates~~of America. ~~We do not use derivative financial instruments for speculative trading purposes.~~

19Use of Estimates

~~Item~~The preparation 8.of ~~Financial~~financial ~~Statements~~statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and ~~Supplementary~~assumptions ~~Data~~that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

~~LAKE & ASSOCIATES, CPA’s LLC~~-22-

~~REPORT~~Cash and OFCash ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Equivalents

ToThe Company ~~the~~considers ~~Board~~all highly liquid debt instruments with original maturities of three ~~Directors~~months ~~and~~or less to be cash equivalents.

~~Shareholders~~ Impairment of ~~Anasazi~~Long-Lived ~~Capital Corp.~~Assets

~~18101~~In accordance ~~Von~~with ~~Karman~~SFAS ~~Ave~~No.144, ~~Suite~~“Accounting ~~330~~for the Impairment or Disposal of Long-lived Assets”, the Company assesses long-lived assets, such as the intangible assets of license subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and impairment charges of $2,839,000 were recorded during the 4th quarter of 2009.

~~Irvine,~~Earnings Per ~~CA 92612~~Share

WeThe Company ~~have~~computes ~~audited~~earnings ~~the~~per ~~accompanying~~share ~~balance~~in ~~sheet~~accordance ofwith ~~Anasazi~~the ~~Capital~~Accounting ~~Corp.~~Standards Codification (~~a development stage enterprise~~“ASC”) ~~(the~~260 “~~Company~~Earnings Per Share”) aswhich was previously Statement of Accounting ~~December~~Standards 31No. 128, ~~2008~~“Earnings ~~and~~per ~~2007,~~Share” (“SFAS ~~and~~No. 128”). Under ~~related~~the ~~statements~~provisions of ~~operations,~~SFAS ~~shareholders’~~No. ~~deficit~~128, ~~and~~basic ~~cash~~earnings ~~flows~~per ~~for~~share is ~~the~~computed ~~years~~by ~~then~~dividing ~~ended,~~the ~~and~~net income (loss) for the period ~~July~~by ~~17,~~the ~~2006~~weighted average ~~(inception)~~number ~~through~~of ~~December~~common ~~31,~~shares ~~2008~~outstanding during the period. ~~These~~Diluted ~~financial~~earnings per ~~statements~~share ~~are~~is ~~the~~computed ~~responsibility~~by ofdividing the ~~company’s~~net ~~management.~~income ~~Our~~(loss) ~~responsibility~~for isthe toperiod ~~express~~by anthe weighted ~~opinion~~average onnumber ~~these~~of ~~financial~~common ~~statements~~and ~~based~~potentially ondilutive ~~our~~common ~~audits~~shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

WeFair Value ~~conducted our audits in accordance with the standards~~ of ~~the~~Financial Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the 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.Instruments

InThe Company ~~our~~values ~~opinion,~~its ~~the~~ financial ~~statements~~instruments ~~referred~~as torequired ~~above~~by ~~present~~SFAS ~~fairly,~~No. ~~in all material respects~~107, ~~the~~“Disclosures ~~financial~~about ~~position~~Fair Value of Financial ~~Anasazi Capital Corp~~Instruments”. (aThe ~~Florida~~estimated ~~corporation)~~fair asvalue ofamounts ~~December~~have ~~31,~~been determined ~~2008~~by ~~and 2007 and~~ the ~~results~~Company, ofusing ~~its~~available ~~operations~~market ~~and~~information ~~its cash flows for the years then ended,~~ and ~~for~~appropriate valuation ~~the~~methodologies. ~~period~~The ~~July~~estimates ~~17,~~presented ~~2006~~herein ~~(inception)~~are ~~through~~not ~~December~~necessarily indicative ~~31,~~of ~~2008,~~amounts inthat ~~conformity~~the ~~with~~Company ~~accounting~~could ~~principles~~realize ~~generally accepted~~ in ~~the~~a ~~United~~current ~~States of America~~market exchange.

The Company ~~accompanying~~considers ~~financial statements have been prepared assuming~~ that the ~~Company~~carrying ~~will~~amount ~~continue~~of asfinancial ~~a going concern. As discussed further in Note 1~~instruments, ~~the~~including accounts ~~Company has been in the development stage since its inception (July 17~~payable, ~~2006)~~approximates ~~and~~fair ~~continues~~value tobecause ~~incur significant losses. The Company’s viability is dependent upon its ability to obtain future financing and the success~~ of ~~its future operations. These factors raise substantial doubt as to~~ the ~~Company’s~~short ~~ability~~maturity toof ~~continue as a going concern. Management’s plan in regard to~~ these ~~matters is also described in Note 1~~ instruments. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/Lake~~Income &Taxes ~~Associates, CPA’s LLC~~

~~Lake~~The Company &accounts ~~Associates~~for income taxes in accordance with Statement of Financial Accounting Standards No. 109, ~~CPA’s~~“Accounting ~~LLC~~for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

~~Schaumburg, Illinois~~-23-

~~August~~Recent Accounting ~~27, 2009~~Pronouncements

20FASB Accounting Standards Codification

~~ANASAZI~~(Accounting Standards ~~CAPITAL~~Update ~~CORP.~~(“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (A“the Codification”) ~~DEVELOPMENT~~as ~~STAGE~~the ~~COMPANY~~single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the year ended December 31, 2009. As a result of the Company’s implementation of the Codification during the year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

~~BALANCE SHEETS~~Subsequent Events

(~~Audited~~Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

ASSETS
	December 31, 2008			December 31, 2007
CURRENT ASSETS:
Cash & equivalents	$	470		$	—
Total Assets	$	470		$	—
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable & accrued expenses	$	14,858		$	4,880
Loan from shareholder		470			—
Total Liabilities		15,328			4,880
SHAREHOLDERS' DEFICIENCY
Common stock (no par value, 100,000,000 shares authorized; 5,000,000 issued and outstanding)		—			—
Paid-in capital		26,307			11,803
Deficit accumulated during the development stage		(41,165	)		(16,683	)
	$	(14,858	)	$	(4,880	)
Total Liabilities and Shareholders' Deficiency	$	470		$	—

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

~~The~~Determination ~~accompanying~~of ~~notes~~the ~~are~~Useful Life ~~an integral part~~ of ~~these~~Intangible ~~financial statements.~~Assets

21(Included in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

~~ANASAZI~~FSP ~~CAPITAL~~SFAS No. 142-3 ~~CORP~~amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

~~(A DEVELOPMENT STAGE COMPANY)~~-24-

~~STATEMENTS OF OPERATIONS~~Noncontrolling Interests

(~~Audited~~Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

							Cumulative from
							July 17, 2006
	For the year			For the year			(Inception)
	ended			through			through
	December 31, 2008			December 31, 2007			December 31, 2008
Revenue:	$	—		$	—		$	—
Expenses:
General & Administrative		24,482			10,562			41,165
Net (loss)	$	(24,482	)	$	(10,562	)	$	(41,165	)
Basic and diluted net loss per share	$	—		$	—		$	—
Weighted average number of shares used in calculating basic and diluted net loss per share		5,000,000			5,000,000

~~The~~Consolidation ~~accompanying notes are an integral part~~ of ~~these~~Variable Interest ~~financial~~Entities ~~statements.~~– Amended

22(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

~~ANASAZI~~SFAS No. 167 ~~CAPITAL~~amends ~~CORP~~FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

(AManagement does ~~DEVELOPMENT~~not ~~STAGE~~believe ~~COMPANY)~~that any other recently issued, but not yet effective, accounting standards or pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~STATEMENTS OF CASH FLOWS~~NOTE-4 LICENSE AGREEMENT

On September 14, 2009, the Company entered into an Exclusive License Agreement with Global Technologies Group, Inc., the licensor (~~Audited~~“Global”), which granted an exclusive license to the Company for brownfield and redevelopment properties located in the Country of Mexico, which utilize the patented Molecular Bonding System (“MBS”) technology, for $1,250,000 and annual royalty payments in the amount of $150,000 thereafter for a period of 15 years, or the expiration of the MBS patents, whichever is longer (the “Mexico License Agreement”). MBS technology is a patented soil remediation technology to convert contaminated soil into an insoluble, stable, non-hazardous metal sulfide, together with any improvement, enhancement or expansion of such long term heavy metal soil remediation process. The Company may not sublicense or assign any of its rights under the Mexico License Agreement without the prior written consent of Global. Also required under the Mexico License Agreement, all MBS chemicals must be purchased exclusively from Global unless otherwise agreed to in writing by Global and should the Company, or its officers, partners or affiliates, purchase and sell or purchase and develop any brownfield or redevelopment property after remediation, Global will receive a 1% royalty of the sales price or the total development cost. Global will provide all in-house technical expertise as required for free. The Company will pay for all of Global’s out-of-pocket expenses associated with site visits and other travel such as air fare, hotels, meals and ground transportation. In the event of nonpayment of the above mentioned royalties, the Company shall have 10 days to cure the default or Global may terminate the Mexico License Agreement.

							Cumulative from
							July 17, 2006
	For the year			For the year			(Inception)
	ended			through			through
	December 31, 2008			December 31, 2007			December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(24,482	)	$	(10,562	)	$	(41,165	)
Increase (decrease) in accounts payable		9,978			5,562			21,661
Net cash used in operating activities		(14,504	)		(5,000	)		(19,505	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loans		14,974						14,974
Proceeds from issuance of common stock		—			—			5,000
Net cash provided by financing activities		14,974			—			19,974
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		470			(5,000	)		470
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		—			5,000			—
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	470		$	—		$	470
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NONCASH INVESTING AND FINANCING TRANSACTIONS
Common stock warrants as payment for accounts payable	$	—		$	6,803		$	6,803
Interest paid	$	—		$	—		$	—
Taxes paid	$	—		$	—		$	—

The annual royalty payment of $150,000 is prorated for the period from September 14, 2009 (signing date) through December 31, 2009, which was $44,384 as of December 31, 2009.

The license ~~accompanying~~will ~~notes~~be ~~are~~amortized anover ~~integral~~15 ~~part~~years ofusing ~~these~~the ~~financial~~straight ~~statements~~line method. The estimated amortization expense during 2009 is $24,658.

23-25-

~~ANASAZI~~On October ~~CAPITAL~~7, ~~CORP~~2009, the Company entered into an Exclusive License Agreement with Global, the licensor, which granted an exclusive license to the Company for brownfield and redevelopment properties located in the Country of Canada, which utilize the patented MBS technology, for $1,525,000 and annual royalty payments in the amount of $100,000 thereafter for a period of 15 years, or the expiration of the MBS patents, whichever is longer (the “Canada License Agreement”). The Company may not sublicense or assign any of its rights under the Canada License Agreement without the prior written consent of Global. Also required under the Canada License Agreement, all MBS chemicals must be purchased exclusively from Global unless otherwise agreed to in writing by Global and should the Company, or its officers, partners or affiliates, purchase and sell or purchase and develop any brownfield or redevelopment property after remediation, Global will receive a 1% royalty of the sales price or the total development cost. Global will provide all in-house technical expertise as required for free. The Company will pay for all of Global’s out-of-pocket expenses associated with site visits and other travel such as air fare, hotels, meals and ground transportation. In the event of nonpayment of the above mentioned royalties, the Company shall have 10 days to cure the default or Global may terminate the Canada License Agreement.

(AThe annual ~~DEVELOPMENT~~royalty ~~STAGE~~payment ~~COMPANY~~of $100,000 is prorated for the period from October 7, 2009 (signing date) through December 31, 2009, which was $23,288 as of December 31, 2009.

~~STATEMENT~~The license OFwill ~~SHAREHOLDERS'~~be ~~DEFICIT~~amortized over 15 years using the straight line method. The estimated amortization expense during 2009 is $23,676.

~~FOR~~NOTE – 5 LOAN FROM ~~THE PERIOD JUNE 17, 2006 (INCEPTION) THROUGH DECEMBER 31, 2008~~SHAREHOLDER

~~(Audited)~~Since its inception, the Company’s shareholder made several loans to the Company to fund its operations, of which $15,857 and $14,504 were forgiven during the fiscal years ended December 31, 2009 and 2008, respectively, and recorded as additional paid-in capital upon the cancellation.

	Number of			Additional
	Common	Common		Paid-in		Accumulated
	Shares	Stock		Capital		Deficit			Total
Balance at June 17, 2006 (Inception), Founder's Shares issued for cash (5,000,000 shares at $.001/share)	5,000,000	$	—	$	5,000		—		$	5,000
Net Loss for the period	—		—		—		(6,121	)		(6,121	)
Balance at December 31, 2006	5,000,000	$	—	$	5,000	$	(6,121	)	$	(1,121	)
Common stock warrants issued for debt	—		—		6,803		—			6,803
Net Loss for the period	—		—		—		(10,562	)		(10,562	)
Balance at December 31, 2007	5,000,000	$	—	$	11,803	$	(16,683	)	$	(4,880	)
Capital from debt forgiveness	—		—		14,504		—			14,504
Net Loss for the period	—		—		—		(24,482	)		(24,482	)
Balance at December 31, 2008	5,000,000	$	—	$	26,307	$	(41,165	)	$	(14,858	)

As of December 31, 2009, the amount of shareholder loan was $9,045. No interest was accrued.

~~The accompanying notes are an integral part of these financial statements.~~NOTE – 6 CAPITAL STOCK

24On November 19, 2009, the Company amended and restated its Articles of Incorporation and Bylaws to include an authorized capital of 10 million shares of Preferred Stock, par value $.001 per share, in addition to the 100 million shares of Common Stock, par value $.001 per share, which was previously no par value and the sole class of capital stock of the Company. Accordingly, the statement of equity numbers in the financial statements has been restated per FASB 128 paragraph 134.

~~ANASAZI~~Effective on ~~CAPITAL~~November ~~CORP~~20, 2009, the Company completed a four-for-one forward split of its outstanding common stock. All shareholders of record of the Company as of November 20, 2009, will receive four shares of the Company’s common stock for every one share owned at the close of business on November 20, 2009. Each shareholder’s percentage ownership in the Company (and relative voting power) will remain essentially unchanged as a result of the forward split. Accordingly, the statement of equity and the earnings per share numbers in the financial statements have been restated per FASB 128 paragraph 134.

(ANOTE – 7 CANCELLATION OF ~~DEVELOPMENT STAGE COMPANY)~~WARRANTS

~~NOTES~~On TOAugust 14, ~~FINANCIAL~~2007, ~~STATEMENTS~~the Company issued warrants to purchase 1,051,200 shares of its common stock to a consultant to the Company, Law Offices of Michael H. Hoffman, P.A., in exchange for services and reimbursement of expenses in the amount of $6,803 pursuant to a Warrant Agreement (the “Warrant Agreement”), as adjusted for the Company’s four-for-one forward split of its outstanding common stock, effective on November 20, 2009. On September 10, 2009, the Warrant Agreement was terminated by mutual consent of the Company and the holder and the warrants were canceled.

~~DECEMBER 31, 2008~~-26-

NOTE 1 – ~~DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK~~ 8 INCOME TAXES

~~ORGANIZATION~~Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes. The Company’s deferred income tax assets and liabilities consist of the following:

Anasazi Capital Corp. (the “Company”), a development stage company, was incorporated in Florida on July 17, 2006. The Company intends to serve as a vehicle to effect asset acquisition, merger, exchange of capital stock or other type of business combination with a domestic or foreign business. At December 31, 2008, the Company had not yet commenced any formal business operations and all activity to date related to the Company formation, capital stock issuance, professional fees with regard to Securities and Exchange Commission filing and identification of businesses. The Company’s fiscal year ends on December 31st.

Net operating loss carryforward	$	2,906,221
Deferred tax asset		988,115
Valuation allowance		(988,115)
Net Deferred tax asset	$	—

~~Going~~Net operating ~~Concern~~loss carryforwards totaled approximately $2,906,221 at December 31, 2009. The net operating loss carryforwards will begin to expire in the year 2026 if not utilized. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2009 since it believes it is more likely than not that such deferred income tax asset will not be realized.

The reconciliation ~~Company’s financial statements are prepared using generally accepted accounting principles in the United States~~ of ~~America applicable to a going concern, which contemplates~~ the ~~realization~~income oftax ~~assets~~computed ~~and~~at the ~~satisfaction of liabilities in the normal course of business~~U. ~~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~~S. ~~The~~Federal ~~ability~~statutory ofrate ~~the Company~~ to income ~~continue~~tax asexpense afor ~~going concern is dependent on~~ the ~~Company~~years ~~obtaining~~ended ~~adequate~~December ~~capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital~~31, it2009 ~~could~~and be2008 ~~forced~~and tofor ~~cease operations. The accompanying financial statements do not include any adjustments that might be necessary if~~ the period ~~Company~~since inception is ~~unable to continue~~ as ~~a going concern.~~follows:

Management’s Plan to Continue as a Going Concern

	2009			2008			Cumulative since inception
Tax expense (benefit) at statutory rate (34%)	$	(974,119	)	$	(8,324	)	$	(988,115	)
Non-deductible expenses		966,509			—			966,509
Increase in valuation allowance		7,610			8,324			21,606
Income tax expense (benefit)	$	—		$	—		$	—

~~The~~NOTE – 9 IMPAIRMENT LOSS ~~Company~~ON has met its historical working capital requirements from the sale of its capital shares and loans from shareholders. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.LICENSES

~~The~~As ~~ability~~ of December 31, 2009, the Company tohad ~~continue~~net asintangible aassets ~~going~~of ~~concern~~$2,839,000 isdue ~~dependent~~to the ~~upon~~licenses ~~its~~agreements ~~ability~~entered tobetween ~~successfully accomplish~~ the ~~plans~~Company ~~described~~and inGlobal ~~the~~Technologies Group, ~~preceding~~Inc. ~~paragraph~~(see ~~and~~Note ~~eventually~~4). ~~secure~~The ~~other~~Company ~~sources~~evaluated ofthis ~~financing~~long-lived asset and impairment ~~attain~~charges ~~profitable~~of ~~operations. There~~$2,839,000 ~~can~~were berecorded noduring ~~assurance~~the ~~that~~4th quarter ~~such~~of ~~financial~~2009 ~~support~~because ~~shall~~the becarrying ~~ongoing~~amount orof ~~available~~the onlicenses ~~terms~~may ornot ~~conditions~~be ~~acceptable to the Company~~fully recoverable.

~~Development Stage Risk~~NOTE – 10 GOING CONCERN

~~Since~~The Company’s ~~its~~financial ~~inception,~~statements ~~the~~are ~~Company~~prepared ~~has~~using ~~been~~generally ~~dependent~~accepted ~~upon~~accounting principles in the ~~receipt~~United States of ~~capital~~America ~~investment~~applicable to ~~fund~~a ~~its~~going ~~continuing~~concern, ~~activities.~~which contemplates Inthe ~~addition~~realization toof assets and the ~~normal~~satisfaction ~~risks~~of ~~associated~~liabilities ~~with~~in the anormal ~~new~~course of business. The ~~venture,~~Company ~~there~~has ~~can~~not beyet noestablished ~~assurance~~an ongoing ~~that~~source ~~the~~of ~~Company’s~~revenues ~~business~~sufficient ~~plan~~to ~~will~~cover beits ~~successfully~~operating ~~executed.~~costs ~~Our~~and ~~ability~~allow it to ~~execute~~continue ~~our~~as ~~business~~a ~~plan~~going ~~will~~concern. The ~~depend~~ability onof ~~our~~the ~~ability~~Company to continue ~~obtain~~as ~~additional~~a ~~financing~~going ~~and~~concern ~~achieve~~is adependent ~~profitable~~on ~~level~~the ofCompany ~~operations.~~obtaining ~~There~~adequate capital ~~can~~to befund nooperating ~~assurance~~losses ~~that~~until ~~sufficient~~it ~~financing~~becomes ~~will~~profitable. If bethe Company ~~obtained.~~is ~~Further~~unable to obtain adequate capital, weit ~~cannot~~could ~~give~~be ~~any~~forced ~~assurance~~to ~~that~~cease operations. The weaccompanying ~~will~~financial ~~generate~~statements ~~substantial~~do ~~revenues~~not orinclude any adjustments that ~~our~~might ~~business~~be ~~operations~~necessary ~~will~~if ~~prove~~the Company is unable to becontinue ~~profitable~~as a going concern.

25-27-

~~NOTE~~Management’s Plan 2to –Continue ~~ACCOUNTING~~as ~~POLICIES~~a Going Concern

~~CASH~~The Company ~~AND~~has ~~CASH~~met ~~EQUIVALENTS~~its historical working capital requirements from the sale of its capital shares and loans from shareholders. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company ~~considers~~to ~~all~~continue ~~highly~~as ~~liquid~~a ~~debt~~going ~~instruments~~concern ~~with~~is ~~original~~dependent ~~maturities~~upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of ~~three~~financing ~~months~~and orattain ~~less~~profitable operations. There tocan be ~~cash~~no ~~equivalents.~~assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.

~~EARNINGS~~NOTE – 11 DEVELOPMENT STAGE ~~PER SHARE~~ RISK

~~The~~Since ~~Company~~its inception, ~~computes~~the ~~earnings~~Company ~~per~~has ~~share~~been independent ~~accordance~~upon ~~with~~the ~~Statement~~receipt of ~~Accounting~~capital ~~Standards~~investment to ~~No.~~fund ~~128,~~its ~~“Earnings~~continuing ~~per~~activities. ~~Share~~In ~~(“SFAS~~addition ~~No.~~to ~~128”).~~the ~~Under~~normal ~~the~~risks ~~provisions~~associated with ofa ~~SFAS~~new ~~No.~~business ~~128~~venture, ~~basic~~there ~~earnings~~can ~~per~~be ~~share~~no isassurance ~~computed~~that ~~by dividing~~ the ~~net~~Company's business ~~income~~plan ~~(loss)~~will ~~for~~be ~~the~~successfully ~~period~~executed. byOur ~~the~~ability ~~weighted~~to ~~average~~execute ~~number~~our ofbusiness plan ~~common~~will ~~shares~~depend ~~outstanding~~on ~~during~~our ~~the~~ability ~~period.~~to ~~Diluted~~obtain ~~earnings~~additional ~~per~~financing ~~share~~and isachieve ~~computed~~a profitable bylevel ~~dividing~~of ~~the~~operations. ~~net~~There ~~income~~can ~~(loss)~~be ~~for~~no ~~the~~assurance ~~period~~that bysufficient financing ~~the~~will ~~weighted~~be ~~average~~obtained. Further, ~~number~~we ofcannot ~~common~~give ~~and~~any ~~potentially~~assurance that ~~dilutive~~we ~~common~~will ~~shares~~generate ~~outstanding~~substantial ~~during~~revenues ~~the~~or ~~period.~~that ~~There~~our ~~were~~business nooperations ~~potentially~~will prove ~~dilutive~~to ~~common~~be ~~shares outstanding during the period~~profitable.

~~USE OF ESTIMATES~~ NOTE – 12 SUBSEQUENT EVENT

~~The~~On January ~~preparation~~9, of2010, ~~financial~~the ~~statements~~Company inissued ~~conformity~~a ~~with~~Private ~~accounting~~Placement ~~principles~~Memorandum (“Memorandum”) ~~generally~~to ~~accepted~~offer ina ~~the~~total ~~United~~of ~~States~~2,500,000 shares of ~~America~~the ~~requires~~Company’s ~~management~~Common Stock, par value $.001 per share, to ~~make~~“accredited ~~estimates~~investors” ~~and~~as ~~assumptions~~defined ~~that~~under Rule ~~affect~~501(a) ~~certain~~of ~~reported~~Regulation ~~amounts~~D ~~and~~promulgated ~~disclosures.~~under ~~Accordingly,~~the ~~actual~~Securities ~~results~~Act ~~could~~at ~~differ~~a ~~from~~price ~~those~~of $1.00 ~~estimates~~per share (the “Offering”). The minimum subscription amount for each investor in the Offering is: $500.00

~~INCOME TAXES~~ -28-

~~The~~Item 9. Changes ~~Company~~In ~~accounts~~and ~~for~~Disagreements ~~income taxes in accordance~~ with ~~Statement~~Accountants ~~of Financial~~ on Accounting ~~Standards No. 109, “Accounting for Income Taxes.” Under the asset~~ and ~~liability~~Financial method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basesDisclosure. ~~Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.~~

~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~ None.

~~The~~Item 9A. Controls ~~Company~~and ~~considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments~~Procedures.

~~Recent~~We maintain ~~Accounting~~disclosure ~~Pronouncements~~ controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

InAs required ~~December~~by ~~2007,~~SEC ~~the~~Rule ~~Financial Accounting Standards Board~~ 13a-15(~~“FASB”~~b), ~~issued~~we ~~two~~carried ~~new~~out ~~statements:~~an ~~(a.) SFAS No. 141(revised 2007)~~evaluation, ~~“Business~~under ~~Combinations”,~~the supervision and ~~(b.)~~with ~~No.~~the ~~160,~~participation ~~“Noncontrolling~~of ~~Interests~~our inmanagement, ~~Consolidated~~including ~~Financial~~our President ~~Statements”.~~and ~~These statements are effective for fiscal years beginning after December 15~~Treasurer, ~~2008~~of ~~and~~ the ~~application~~effectiveness of ~~these~~the ~~standards~~design ~~will improve, simplify~~ and ~~converge~~operation ~~internationally~~of ~~the~~our disclosure ~~accounting~~controls ~~for~~and ~~business~~procedures ~~combinations~~as ~~and~~of the ~~reporting~~end of ~~noncontrolling~~our ~~interests~~fourth infiscal ~~consolidated~~quarter covered ~~financial~~by ~~statements~~this report. ~~The~~Based ~~Company~~on ~~is in~~ the ~~process of evaluating the impact~~foregoing, ifour ~~any,~~President onand ~~SFAS~~Treasurer concluded ~~141~~that ~~(R)~~our ~~and~~disclosure ~~SFAS~~controls ~~160~~ and ~~does~~procedures ~~not~~were ~~anticipate~~effective ~~that~~at the reasonable ~~adoption~~assurance ~~of these standards will have any impact on its consolidated financial statements~~level.

~~(a.) SFAS~~There ~~No.~~has been ~~141~~no ~~(R)~~change ~~requires an acquiring entity~~ in aour ~~business~~internal ~~combination~~controls ~~to:~~over ~~(i)~~financial ~~recognize~~reporting ~~all~~during ~~(and~~our fourth ~~only)~~fiscal ~~the~~quarter ~~assets~~that ~~acquired~~has ~~and~~materially ~~the liabilities assumed in the transaction~~affected, ~~(ii)~~or ~~establish~~is anreasonably ~~acquisition-date~~likely ~~fair~~to materially ~~value as the measurement objective for all assets acquired and the liabilities assumed~~affect, ~~and~~our ~~(iii)~~internal ~~disclose~~controls toover ~~investors and other users all of the information they will need to evaluate and understand the nature of, and the~~ financial ~~effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase~~reporting.

26MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~(b.)~~Our management ~~SFAS~~of ~~No.~~is ~~160~~responsible ~~will~~for ~~improve~~establishing ~~the~~and ~~relevance,~~maintaining ~~comparability~~adequate ~~and~~internal control ~~transparency~~over of financial ~~information~~reporting. Internal ~~provided~~control toover ~~investors~~financial reporting byis ~~requiring~~defined ~~all~~in ~~entities~~Rule ~~to:~~ 13a-15(if) ~~report~~or ~~noncontrolling~~ 15d-15(~~minority~~f) ~~interests~~promulgated inunder ~~subsidiaries~~the Securities inExchange ~~the~~Act ~~same~~of ~~manner,~~1934 as ~~equity~~a ~~but~~process ~~separate~~designed ~~from the parent’s equity~~by, inor ~~consolidated~~under ~~financial~~the supervision ~~statements~~of, ~~(ii)~~the ~~net~~Company’s ~~income~~principal ~~attributable~~executive toand ~~the~~financial ~~parent~~officer and effected toby the ~~non-controlling~~Company’s ~~interest~~board ~~must~~of bedirectors, ~~clearly~~management ~~identified~~ and ~~presented~~other onpersonnel, ~~the~~to provide ~~face~~reasonable ofassurance regarding the ~~consolidated~~reliability ~~statement~~ of ~~income,~~financial reporting and ~~(iii) any changes in~~ the ~~parent’s~~preparation ~~ownership~~of ~~interest~~financial ~~while~~statements ~~the~~for ~~parent~~external ~~retains~~purposes ~~the~~in ~~controlling~~accordance with ~~financial~~generally ~~interest~~accepted inaccounting ~~its~~principles ~~subsidiary~~and beincludes ~~accounted~~those ~~for~~policies ~~consistently.~~and procedures that:

In· ~~February~~Pertain ~~2008,~~to the ~~FASB~~maintenance ~~issued Financial Staff Positions (“FSP”) FAS 157-2, “Effective Date~~ of ~~FASB~~records Statement No. 157” (“FSP FAS 157-2”), which delays the effective date of SFAS No. 157, “Fair Value Measurement” (“SFAS 157”), for all nonfinancial assets and nonfinancial liabilities, except those that ~~are recognized or disclosed at fair value~~ in ~~the~~reasonable ~~financial~~detail ~~statements~~accurately ~~on a recurring basis (at least annually). SFAS 157 establishes a framework for measuring fair value~~ and ~~expands~~fairly ~~disclosures~~reflect ~~about fair value measurements. FSP FAS 157-2 partially defers~~ the ~~effective~~transactions ~~date of SFAS 157 to fiscal years beginning after November 15, 2008,~~ and ~~interim~~dispositions ~~periods within those fiscal years for items within the scope~~ of ~~this FSP. FSP FAS 157-2 is effective for us beginning January 1, 2009. The Company is currently evaluating~~ the ~~potential~~assets ~~impact~~ of the ~~adoption of those provisions of SFAS 157, for which the effectiveness was delayed by FSP SFAS 157-2, on the~~ Company~~’s consolidated financial position and results of operations.~~ ;

In· ~~March~~Provide ~~2008,~~reasonable ~~the~~assurance ~~FASB~~that ~~issued~~transactions ~~Statement~~are ofrecorded ~~Financial~~as ~~Accounting~~necessary ~~Standards~~to ~~(“SFAS”)~~permit ~~No.~~preparation ~~161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment~~ of ~~FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve~~ financial ~~reporting~~statements ~~about~~in ~~derivative~~accordance ~~instruments~~with ~~and~~generally ~~hedging~~accepted ~~activities~~accounting ~~by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position~~principles, ~~financial performance~~ and ~~cash~~that ~~flows.~~receipts ~~It is effective for financial statements issued for fiscal years~~ and ~~interim~~expenditures ~~periods~~of ~~beginning~~the ~~after November 15, 2008. The~~ Company ~~does~~are ~~not~~being ~~believe~~made ~~that~~only ~~SFAS~~in ~~No.~~accordance ~~161~~with ~~will~~authorizations ~~have~~of amanagement ~~material~~and ~~impact~~directors onof ~~its~~the ~~consolidated~~Company; ~~financial statements.~~and

In· ~~March~~Provide ~~2008,~~reasonable ~~the~~assurance ~~FASB~~regarding ~~issued~~prevention ~~SFAS~~or ~~No.~~timely ~~161,~~detection ~~“Disclosures~~of ~~about~~unauthorized Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instrumentsacquisition, ~~how~~use ~~derivative~~or ~~instruments~~disposition ~~and~~of ~~related~~the ~~hedged items are accounted for under FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” and how derivative instruments and related hedged items affect a company~~Company’s ~~financial~~assets ~~position,~~that ~~financial~~could performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the ~~Company’s future~~ financial ~~position or results of operations~~statements.

InBecause of ~~May 2008,~~its ~~the~~inherent ~~FASB~~limitations, ~~released~~internal ~~SFAS~~control ~~No. 162,~~over ~~“The~~financial ~~Hierarchy~~reporting ofmay ~~Generally~~not prevent ~~Accepted~~or ~~Accounting~~detect ~~Principles~~misstatements.~~” SFAS~~ ~~No. 162~~Projections ~~identifies~~of ~~the~~any ~~sources~~evaluation of ~~accounting~~effectiveness to ~~principles~~future ~~and~~periods ~~the~~are ~~framework~~subject ~~for~~to ~~selecting~~ the ~~principles~~risk ~~used~~that incontrols ~~the~~may ~~preparation~~become ofinadequate because ~~financial statements~~ of ~~nongovernmental~~changes ~~entities that presented~~ in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SEC’s approval of the PCAOB amendments to AU Section 411conditions, ~~“The~~or ~~Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The FASB has stated~~ that ~~it does not expect SFAS No. 162 will result in a change in current practice. The Company does not believe~~ the ~~application~~degree of ~~SFAS~~compliance ~~162~~with ~~will have a significant impact, if any, on~~ the policies ~~Company’s~~or ~~consolidated~~procedures ~~financial~~may ~~statements~~deteriorate.

InThe Company’s ~~May~~management ~~2008,~~assessed the ~~FASB~~effectiveness ~~issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts--an interpretation~~ of ~~FASB~~the ~~Statement~~Company’s ~~No.~~internal control ~~60”~~over ~~(“SFAS No. 163”). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the~~ financial ~~guarantee~~reporting ~~insurance~~as ~~contracts included within the scope~~ of ~~that~~April ~~Statement. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December~~ 15, ~~2008, and all interim periods within those fiscal years~~2010. In Asmaking ~~such~~this assessment, the Company’s ismanagement ~~required~~used tothe ~~adopt~~criteria ~~these~~set ~~provisions~~forth atby the Committee ~~beginning~~of Sponsoring Organizations of the ~~fiscal~~Treadway ~~year~~Commission ~~ended~~(“COSO”) ~~December~~in Internal ~~31,~~Control-Integrated ~~2009~~Framework. The ~~Company~~COSO framework is ~~currently~~based upon ~~evaluating~~five ~~the~~integrated ~~impact~~components of ~~SFAS~~control: ~~No.~~control ~~163~~environment, onrisk assessment, ~~its~~control ~~financial statements but does not expect it to have an effect on the Company’s financial position~~activities, ~~results~~information ofand ~~operations~~communications orand ~~cash flows~~ongoing monitoring.

27-29-

InBased ~~May 2008,~~ on the ~~FASB~~assessment ~~issued FSP APB 14-1~~performed, ~~“Accounting~~management ~~for~~has ~~Convertible~~concluded ~~Debt Instruments~~ that ~~may~~the beCompany’s ~~Settled~~internal control inover ~~Cash~~financial ~~upon~~reporting, ~~Conversion~~as ~~(Including~~of ~~Partial~~December ~~Cash~~31, ~~Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt securities that~~2009, ~~upon~~is ~~conversion,~~effective ~~may~~and provides bereasonable ~~settled~~assurance byregarding the ~~issuer~~reliability ~~fully or partially in cash. FSP APB 14-1 specifies that issuers~~ of ~~such~~its ~~instruments~~financial reporting ~~should separately account for the liability~~ and ~~equity components in a manner that will reflect~~ the ~~entity’s~~preparation ~~nonconvertible~~of ~~debt~~its ~~borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for~~ financial statements ~~issued~~in ~~for~~accordance ~~fiscal~~with generally ~~years~~accepted ~~after~~accounting ~~December 15~~principles. Further, ~~2008,~~management ~~and must~~has ~~be applied on a retrospective basis. Early adoption is~~ not identified ~~permitted.~~any ~~The~~material ~~Company~~weaknesses isin ~~assessing~~internal ~~the~~control ~~potential~~over ~~impact~~financial reporting as of ~~this~~December ~~FSP~~31, ~~on the convertible debt issuances~~2009.

InThis annual ~~June~~report ~~2008,~~does ~~the~~not ~~FASB~~include ~~issued~~an ~~FASB~~attestation ~~Staff~~report ~~Position~~of ~~(“FSP”)~~the ~~EITF~~Company’s ~~03-6-1,~~registered independent ~~“Determining~~public ~~Whether~~accounting ~~Instruments~~firm ~~Granted~~regarding ininternal ~~Share-Based~~control ~~Payment~~over ~~Transactions Are Participating Securities” (“FSP EITF 03-6-1”)~~financial reporting. Management’s ~~FSP~~report ~~EITF~~was ~~03-6-1~~not ~~addresses~~subject ~~whether instruments granted in share-based payment transactions are participating securities prior~~ to ~~vesting,~~attestation ~~and~~by ~~therefore need to be included in~~ the Company’s ~~earnings~~independent ~~allocation~~registered inpublic ~~computing~~accounting ~~earnings~~firm ~~per~~pursuant ~~share~~to ~~under~~temporary rules ~~the~~of ~~two-class method as described in SFAS No. 128, Earnings per Share. Under~~ the ~~guidance~~SEC ~~of FSP EITF 03-6-1, unvested share-based payment awards~~ that ~~contain~~permit ~~nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in~~ the ~~computation~~Company ~~of earnings-per-share pursuant~~ to ~~the~~provide ~~two-class~~only ~~method.~~management’s ~~FSP~~report ~~EITF 03-6-1 is effective for financial statements issued for fiscal years~~in beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is assessing the potential impact of this ~~FSP~~annual ~~on the earnings per share calculation~~report.

~~In June 2008, the FASB ratified EITF No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’~~/s/ ~~Own Stock” (“EITF 07-5”)~~Joel H. EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations.Edelson

~~In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active~~ President and a Transaction Is Not Distressed,” (“FSP FAS 157-4”). FSP FAS 157-4 provides guidelines for making fair value measurements more consistent with the principles presented in SFAS 157. FSP FAS 157-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed, is applicable to all assets and liabilities (i.e. financial and nonfinancial) and will require enhanced disclosures. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.Treasurer

~~In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”)~~Item 9B. Other ~~FSP FAS 107-1 and APB 28-1 amends SFAS No~~Information. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company is evaluating the impact that this standard will have on the Company’s financial position and results of operations.

~~The~~There exists ~~Company~~no ~~does~~information ~~not~~required ~~expect~~to ~~the~~be ~~adoption~~disclosed ofby ~~recent~~us ~~accounting~~in ~~pronouncements~~a toreport ~~have~~on ~~any~~Form ~~material~~8-K during ~~impact~~the onthree-month ~~its~~period ~~financial~~ended ~~condition~~December or31, ~~results~~2009, ofbut ~~operations~~not reported.

~~NOTE 3 – SHAREHOLDERS’ EQUITY~~ -30-

~~On July 21, 2006, the Company issued 5,000,000 shares of common stock to its initial shareholder in exchange for $5,000 in cash.~~ PART III

28Item 10. Directors, Executive Officers and Corporate Governance.

OnOur August 14, 2007, the Company issued warrants to purchase 262,800 shares of its common stock to a consultant to the Company, Law Offices of Michael H. Hoffman, P.A., in exchange for services and reimbursement of expenses in the amount of $6,803 pursuant to a Warrant Agreement. These warrants have certain rights identified in the Warrant Agreement, including an exercise price of $.01 per share, a term of five years, a cashless exercise feature, if the strike price of the warrant it exercises is lower than the public market price of a share of the Company’s common stock, a put feature requiring the Company to purchase the warrants if the shares underlying the warrants are not listed for quotation on a recognized national securities exchange, the Nasdaq National Market (or a similar national quotation system), the over-the-counter electronic bulletin board or the Pink Sheets (each a “Publicsole ~~Market”),~~director and ~~the~~executive ~~warrants~~officer ~~have anti-dilution protection, such that the holder shall continue to have the same percentage of ownership~~ and ~~the~~his ~~same~~age ~~percentage~~as of ~~voting~~April rights of the class of the Company’s common stock regardless whether the Company or its successors or its assigns may thereafter increase or decrease the authorized number of shares of the Company’s common stock or increase or decrease the number of shares issued and outstanding. The anti-dilution rights will continue in effect until two years from the date that all shares of the Company’s common stock then purchasable under the warrant are registered under the Securities Act of 193315, ~~as amended (the “Securities Act”). The non-dilution rights will not attach to any shares sold in open market transactions. The warrants have no market at the present time~~2010, ~~because~~is ~~they are not exercisable until the Company’s shares of common stock are listed on a Public Market.~~ as follows:

During 2008, the Company’s sole shareholder made several loans to the Company to fund its operations; and in December, 2008, these loans were forgiven. As of December 31, 2008, the total balance of these loans was $14,504 and was recorded as additional paid-in capital.

Name		Age		Principal Positions With Us
Joel H. Edelson		52		Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer

~~NOTE~~The following –describes 4the ~~INCOME~~business ~~TAXES~~experience of Joel H. Edelson, including his other directorships held in reporting companies, if any:

~~Deferred~~Joel ~~income~~H. ~~taxes~~Edelson ~~reflect~~has ~~the~~been ~~net~~our Chief ~~income~~Executive ~~tax~~Officer, ~~effect~~President, ofSecretary, ~~temporary~~Treasurer ~~differences~~and ~~between~~Director ~~the~~since September ~~carrying~~14, ~~amounts~~2009. From ofOctober ~~the~~2006 ~~assets~~until ~~and~~January ~~liabilities~~2009, Mr. Edelson served as Vice President - Technology Licensing for ~~financial~~UTEK Corporation. From ~~reporting~~June ~~purposes~~2000 ~~and~~until ~~amounts~~October ~~used~~2006, Mr. Edelson served as Manager-Technology Licensing for ~~income~~UTEK ~~taxes~~Corporation. From ~~The~~1989 ~~Company’s~~until June ~~deferred~~2000, ~~income~~Mr. ~~tax~~Edelson ~~assets~~served as Territory and ~~liabilities~~Field ~~consist~~Account Manager for PSS Health Services, PSS World Medical Inc. and Diagnostic Imaging, a subsidiary of PSS World Medical, Inc. Mr. Edelson earned a Bachelor’s of Science Degree from the ~~following:~~University of Florida in 1980.

Net operating loss carryforward	$	41,165
Deferred tax asset		13,996
Valuation allowance		(13,996	)
Net Deferred tax asset	$	—

A director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. An officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

~~Net~~There ~~operating~~are no ~~loss~~acquisitions, ~~carryforwards~~business ~~totaled~~combinations, ~~approximately~~or ~~$41,165~~mergers atpending ~~December~~or ~~31,~~which ~~2008.~~have occurred ~~The~~involving ~~net~~the ~~operating~~Company. ~~loss~~Presently, ~~carryforwards~~we ~~will~~have ~~begin~~no toplans, ~~expire~~proposals, agreements, inunderstandings ~~the~~or ~~year~~arrangements ~~2026~~of ifany ~~not~~kind ~~utilized.~~or ~~After~~nature ~~consideration~~whatsoever ofto acquire ~~all~~or ~~the~~merge ~~evidence,~~with ~~both~~any ~~positive~~specific ~~and~~business ~~negative~~or company, ~~management~~and ~~has~~we ~~recorded~~have anot identified ~~full~~any ~~valuation~~specific ~~allowance~~business ator ~~December~~company ~~31,~~for ~~2008~~investigation ~~since~~and evaluation. Until itsuch ~~believes~~time itas isa ~~more~~business ~~likely~~combination ~~than~~occurs, ~~not~~our sole ~~that~~officer ~~such~~and ~~deferred~~director ~~income~~does ~~tax~~not ~~asset~~expect ~~will~~any ~~not~~change bein ~~realized~~our management.

~~The~~Our ~~reconciliation~~ Board of ~~the~~Directors ~~income~~does ~~tax~~not ~~computed~~have ataudit, ~~the~~compensation ~~U.S.~~or ~~Federal~~nominating ~~statutory~~committees, ~~rate~~and tono determination ~~income~~has ~~tax~~been ~~expense~~made ~~for~~as ~~the~~to ~~years~~whether ~~ended December~~our ~~31,~~sole ~~2008~~director ~~and 2007~~qualifies ~~and~~as ~~for~~an “audit ~~the~~committee ~~period~~financial ~~since~~expert”, ~~inception~~as isdefined asin ~~follows:~~Item 407 of Regulation S-K.

	2008			2007			Cumulative since inception
Tax expense (benefit) at statutory rate (34%)	$	(8,324	)	$	(3,591	)	$	(13,996	)
Non-deductible expenses		—			—			—
Increase in valuation allowance		8,324			3,591			13,996
Income tax expense (benefit)	$	—		$	—		$	—

Compliance with Section 16(a) of the Act

29Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended December 31, 2009, to our knowledge, based solely on review of the copies of such reports furnished to us and written representations, all Section 16(a) forms required to be filed with the SEC were filed.

~~Item~~Code of ~~9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.~~Ethics

~~None~~We do not currently have a code of ethics applicable to our principal executive and financial officers. Prior to an acquisition, we do not believe such a code is necessary because we are not an operating company. Our Board of Directors intends to consider adopting such a code in the future.

~~Item 9A. Controls and Procedures.~~-31-

~~We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed~~ Non-Involvement in ~~the~~Certain ~~reports~~Legal that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Proceedings

AsNone ~~required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation~~ of our ~~management~~directors, ~~including~~executive ~~our~~officers ~~President~~or ~~and~~control ~~Treasurer,~~persons ofhas ~~the~~been ~~effectiveness~~involved ofin ~~the~~any ~~design and operation~~ of ~~our disclosure controls and procedures as of~~ the ~~end~~events ofprescribed ~~our fourth fiscal quarter covered~~ by ~~this~~Item 401(f) ~~report.~~of ~~Based~~Regulation S-K onduring the ~~foregoing~~past five years, ~~our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.~~including:

~~There~~1. ~~has~~any ~~been~~bankruptcy nopetition ~~change~~filed inby ~~our~~or ~~internal~~against ~~controls~~any ~~over~~business ~~financial~~of ~~reporting~~which ~~during~~such ~~our~~person ~~fourth~~was ~~fiscal~~a ~~quarter~~general ~~that~~partner ~~has~~or ~~materially~~executive ~~affected,~~officer oreither isat ~~reasonably~~the ~~likely~~time toof ~~materially~~the ~~affect,~~bankruptcy ~~our~~or ~~internal~~within ~~controls~~two ~~over~~years ~~financial~~prior ~~reporting.~~to that time;

~~MANAGEMENT’S~~2. ~~REPORT~~any ONconviction ~~INTERNAL~~in ~~CONTROL~~a ~~OVER~~criminal ~~FINANCIAL~~proceeding ~~REPORTING~~or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~Our management of is responsible for establishing and maintaining adequate internal control over financial reporting~~3. ~~Internal~~ ~~control~~being ~~over~~subject ~~financial~~to ~~reporting~~any isorder, ~~defined~~judgment, ~~in Rule 13a-15(f)~~ or ~~15d-15(f)~~decree, ~~promulgated~~not ~~under~~subsequently ~~the~~reversed, ~~Securities~~suspended ~~Exchange~~or ~~Act~~vacated, of ~~1934~~any ascourt aof ~~process~~competent ~~designed by~~jurisdiction, permanently or ~~under~~temporarily ~~the~~enjoining, ~~supervision of~~barring, ~~the~~suspending ~~Company’s~~or ~~principal~~otherwise ~~executive~~limiting ~~and~~his ~~financial~~involvement ~~officer~~in ~~and~~any ~~effected~~type ~~by the Company’s board~~ of ~~directors~~business, ~~management~~securities ~~and~~or ~~other~~banking ~~personnel,~~activities; to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:or

•4. ~~Pertain~~being tofound ~~the~~by ~~maintenance~~a court of ~~records~~competent ~~that~~jurisdiction (in ~~reasonable~~a ~~detail~~civil ~~accurately~~action), the Securities and ~~fairly~~Exchange ~~reflect~~Commission or the ~~transactions~~Commodity ~~and~~Futures ~~dispositions~~Trading ofCommission ~~the~~to ~~assets~~have ofviolated a federal or state securities or commodities law, and the ~~Company;~~judgment has not been reversed, suspended, or vacated.

•Item 11. Executive Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; andCompensation.

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.Executive Compensation

~~Because~~No officer ofwill ~~its~~receive ~~inherent~~any ~~limitations,~~salary ~~internal~~or ~~control~~other ~~over~~compensation ~~financial~~in ~~reporting~~connection ~~may~~with ~~not~~being employed ~~prevent~~by, or ~~detect~~providing ~~misstatements.~~services ~~Projections of any evaluation of effectiveness~~ to, ~~future~~us. ~~periods~~There are ~~subject~~no toemployment ~~the~~or ~~risk~~consulting agreements ~~that~~with ~~controls~~our ~~may~~sole ~~become~~officer ~~inadequate~~and ~~because~~director ~~of changes~~ in ~~conditions,~~any ~~or that the degree of compliance with the policies or procedures may deteriorate~~form whatsoever.

30 The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us during 2009 and 2008 in all capacities.

~~The Company’s management assessed the~~Summary ~~effectiveness~~Compensation of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.Table

Based on the assessment performed, management has concluded that the Company’s internal control over financial reporting, as of December 31, 2008, is effective and provides reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting as of December 31, 2008.

		Year		Salary ($)		Bonus ($)		Stock Awards ($)(2)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Name and Principal Position (a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

CEO Joel H. Edelson(1)			2009	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
CEO Paul Garcia (1)			2009	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
			2008	$	0	$	0	$		$	0	$	0	$	0	$	0	$	0

(1)	Mr. Edelson became our Chief Executive Officer on September 10, 2009 and Mr. Garcia resigned on the same date. Mr. Garcia was the only executive officer of the Company during the year 2008. Mr. Edelson also serves as Chairman, Principal Financial Officer and Principal Accounting Officer.

This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.-32-

~~/s/ Paul Garcia~~Employment Agreements

~~Chief~~ We have ~~Executive~~not ~~Officer~~entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, ~~President~~if ~~and~~any, ~~Treasurer~~will be made by our compensation committee.

~~Item~~Potential Payments ~~9B.~~Upon ~~Other~~Termination ~~Information.~~or Change in Control

There were ~~exists~~ no ~~information~~potential ~~required~~payments toor bebenefits ~~disclosed~~payable byto usour innamed aexecutive ~~report~~officer upon onher ~~Form~~termination ~~8-K~~of ~~during~~employment ~~the~~or ~~three-month~~in ~~period~~connection ~~ended~~with ~~December~~a ~~31,~~change ~~2008, but not reported~~in control.

~~PART~~Grants of ~~III~~Plan-Based Awards in 2009

~~Item~~We ~~10.~~have not ~~Directors,~~granted ~~Executive~~any ~~Officers~~plan-based ~~and~~awards ~~Corporate~~to ~~Governance~~our named executive officer, since our inception.

~~Our~~Outstanding Equity ~~sole~~Awards ~~director~~at ~~and~~Fiscal ~~executive officer and his age as of June 1, 2009 is as follows:~~Year-End

Name		Age		Principal Positions With Us
Paul Garcia		46		Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer

We did not have any outstanding equity awards to our named executive officer, as of December 31, 2009, our fiscal year-end.

~~The~~Option Exercises ~~following~~and ~~describes~~Stock ~~the~~Vested ~~business experience of Paul Garcia, including his other directorships held~~ in ~~reporting companies, if any:~~2009

~~Paul~~Our ~~Garcia~~named executive isofficer ~~our~~did ~~Chairman~~not ofexercise ~~the~~any ~~Board~~options, ~~Chief~~nor ~~Executive~~did ~~Officer,~~any ~~President,~~unvested ~~Secretary~~shares ~~and~~of stock ~~Treasurer~~vest, ~~which~~during ~~positions~~fiscal heyear ~~has held since June 2008~~2009. ~~Since~~ Our ~~June~~named ~~2008, Mr. Garcia has served as chairman of the board, chief~~ executive officer, ~~president,~~did ~~secretary~~not have ~~and~~any ~~treasurer~~stock ofoptions ~~Sadhana~~or ~~Equity~~unvested ~~Investment,~~shares ~~Inc.,~~of astock ~~public~~of ~~reporting “shell” company. For more than~~ the ~~past five years, Mr~~Company. ~~Garcia has been the managing member of Acer Capital Group, LLC, serving as a business consultant to small public companies and private companies.~~

~~There~~Equity Incentive are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation. Until such time as a Business Combination occurs, our sole officer and director does not expect any change in our management. Plan

~~Our~~We ~~Board~~expect to adopt an equity incentive plan. The purposes of ~~Directors~~the ~~does~~plan ~~not~~are ~~have~~to ~~audit,~~attract ~~compensation~~and retain orqualified ~~nominating~~persons ~~committees~~upon whom our sustained progress, growth and profitability nodepend, ~~determination~~to ~~has~~motivate ~~been~~these ~~made~~persons asto achieve long-term company goals and to ~~whether~~more closely align these persons' interests with those of our ~~sole~~other shareholders ~~director~~by ~~qualifies~~providing asthem anwith ~~“audit~~a ~~committee~~proprietary ~~financial~~interest ~~expert”~~in our growth and performance. Our executive officers, asemployees, ~~defined~~consultants and non-employee directors will be eligible to participate in ~~Item~~the ~~407~~plan. We have not determined the amount of ~~Regulation~~shares ~~S-K~~of our common stock to be reserved for issuance under the proposed equity incentive plan.

31Potential Employment Agreement and Benefits

~~Compliance~~We do not intend to enter into an employment agreement with ~~Section~~Joel ~~16(a)~~H. ofEdelson, ~~the~~our ~~Act~~sole executive officer, or provide any compensation or benefits to her.

~~Section~~Potential Payments ~~16(a)~~Upon ofTermination ~~the~~or ~~Exchange~~Change ~~Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes~~ in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended December 31, 2008, to our knowledge, based solely on review of the copies of such reports furnished to us and written representations, all Section 16(a) forms required to be filed with the SEC were filed.Control

~~Code~~As of December ~~Ethics~~31, 2009, there were no potential payments or benefits payable to our named executive officers upon their termination or in connection with a change in control.

~~We do not currently have a code~~ Grants of ~~ethics~~Plan-Based ~~applicable~~Awards to our principal executive and financial officers. Prior to an acquisition, we do not believe such a code is necessary because we are not an operating company. Our Board of Directors intends to consider adopting such a code in ~~the future.~~2009

~~Involvement~~We inhave not ~~Certain~~granted ~~Legal~~any ~~Proceedings~~plan-based awards to our named executive officers, since our inception.

~~None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S~~-~~K during the past five years, including:~~33-

1Item 12. Security ~~any~~Ownership ~~bankruptcy petition filed by or against any business~~ of ~~which~~Certain ~~such~~Beneficial Owners ~~person~~and ~~was~~Management aand ~~general~~Related ~~partner~~Stockholder ~~or executive officer either at the time of the bankruptcy or within two years prior to that time;~~Matters.

2.The following ~~any~~table ~~conviction~~sets inforth acertain ~~criminal~~information ~~proceeding~~regarding orbeneficial ~~being~~ownership ~~subject~~of our tocommon astock ~~pending~~as ~~criminal~~of ~~proceeding~~April ~~(excluding~~15, ~~traffic~~2010, ~~violations and other minor offenses);~~for:

3.• each person ~~being subject to any order, judgment,~~ or ~~decree,~~group ~~not~~known ~~subsequently~~to ~~reversed,~~us ~~suspended~~to orbeneficially ~~vacated,~~own of5% ~~any court of competent jurisdiction, permanently~~ or ~~temporarily~~more ~~enjoining, barring, suspending or otherwise limiting his involvement in any type~~ of ~~business,~~our ~~securities or banking activities~~common stock; or

~~4. being found by a court~~ • each of ~~competent~~our ~~jurisdiction~~directors ~~(in a civil action), the Securities~~ and ~~Exchange~~director ~~Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.~~nominees;

~~Item~~• each of ~~11.~~our ~~Executive~~named ~~Compensation.~~executive officers; and

~~Executive~~• ~~Compensation~~all of our executive officers and directors as a group.

NoUnless otherwise ~~officer~~indicated ~~will~~below, ~~receive~~to ~~any~~our ~~salary~~knowledge, orall ~~other~~persons ~~compensation~~listed inbelow ~~connection~~have sole voting and investment power with ~~being~~respect ~~employed~~to ~~by,~~their orshares ~~providing~~of ~~services~~common tostock, usexcept to the extent authority is shared by spouses under applicable law. ~~There~~Unless otherwise ~~are~~indicated nobelow, ~~employment~~each entity or ~~consulting~~person ~~agreements~~listed ~~with~~below ~~our~~maintains ~~sole~~an address ~~officer~~of ~~and~~513 ~~director~~Vintage inWay, ~~any~~Brandon, ~~form whatsoever~~Florida 33511.

~~Compensation~~The number of ~~Directors~~shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 15, 2010, through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner.

No director receives any type of compensation from us for serving as a director. Until we effectuate a Business Combination, it is not anticipated that any director will receive any compensation other than reimbursement for out-of-pocket expenses incurred on our behalf.


Beneficial owner	Number of Shares Beneficially Owned(1)		Percentage of Shares Outstanding(1)
Joel H. Edelson		5,000,000		100	%
All directors and executive officers as a group		5,000,000		100	%

We have no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, but the Board of Directors may recommend adoption of one or more such programs in the future. No other arrangements are presently in place regarding compensation to our sole officer and director for her services as a director or for committee participation or special assignments. Our sole officer and director will hold office until his successor is elected and qualified or until his resignation is accepted in the manner provided in our bylaws._______________

32(1)The number of shares and percentage of class beneficially owned set forth above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of stock options. Unless otherwise indicated and pursuant to applicable community property laws, each person or entity named in the table has sole voting power and investment power with respect to all shares of common stock listed as owned by such person or entity.

~~Summary~~Item 13. Certain ~~Compensation~~Relationships ~~Table~~and Related Transactions, and Director Independence.

~~There~~Related Party ~~was no compensation paid to any named executive officers during the period from July 17, 2006 (inception) through December 31, 2008.~~Transactions

~~Potential~~Neither our ~~Employment~~sole ~~Agreement~~officer and ~~Benefits~~director nor any promoter or affiliate have, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired through security holdings, contracts, options, or otherwise.

WeIt dois not currently ~~intend~~anticipated tothat ~~enter~~any ~~into~~salary, anconsulting ~~employment~~fee, ~~agreement~~or ~~with~~finder’s ~~Paul~~fee ~~Garcia,~~shall be paid to any of our sole ~~executive~~ officer and director, or ~~provide~~to any ~~compensation~~other oraffiliate, ~~benefits~~if any. See to“Executive ~~him~~Compensation”.

~~Potential Payments Upon Termination or Change in Control~~-34-

~~Since~~Joel H. Edelson, our ~~inception~~majority shareholder, ~~there~~may ~~were~~actively nonegotiate for ~~potential~~or ~~payments~~otherwise consent to the disposition of any portion of the outstanding shares of Common Stock, as a condition to or ~~benefits~~in ~~payable~~connection with a business combination with another company. Therefore, it is possible that the terms of any business combination will provide for the sale of some or all of the shares of Common Stock held by the sole shareholder. However, it is probable that other shareholders, if any, of the Company will not be afforded the right to ~~our~~sell ~~named~~all ~~executive~~or ~~officers~~a ~~upon~~portion of their ~~termination~~shares of Common Stock, if any, in connection with a business combination pursuant to the same terms that our sole shareholder will be provided. Also, such other shareholders, if any, will not be afforded an opportunity to approve or consent to the sale of the sole shareholder's shares of Common Stock in connection with a ~~change~~business combination. See “Description of Business – Shell Corporation”. It is more likely than not that any sale of securities by our sole shareholder to an acquisition candidate would be at a price substantially higher than that originally paid by such sole shareholder. Any payment to such sole shareholder in ~~control~~the context of an acquisition involving us would be determined entirely by largely unforeseeable terms of a future agreement with an unidentified business entity. See “Business - Shell Corporation”.

~~Grants~~Annual ofReport ~~Plan~~on Form 10-~~Based Awards in 2008~~K

WeCopies ~~have~~of our ~~not~~Annual ~~granted~~Report ~~any~~on ~~plan~~Form 10-~~based~~K, ~~awards~~without toexhibits, ~~our~~can ~~named~~be ~~executive~~obtained ~~officers~~without charge from us at Anasazi Capital Corp., ~~since~~513 ~~our~~Vintage ~~inception~~Way, Brandon, Florida 33511.

~~Outstanding~~Item 14. Principal ~~Equity~~Accountant ~~Awards~~Fees ~~at Fiscal Year-End~~and Services.

WeThe following ~~did~~table ~~not~~sets ~~have~~forth ~~any~~fees ~~outstanding~~billed ~~equity~~to ~~awards~~us tofor ~~our~~principal ~~named~~accountant ~~executive~~fees ~~officers,~~and services asduring ofthe year ended December 31, ~~2008,~~2009 ~~our~~and ~~fiscal~~December ~~year-end.~~31, 2008:

Option Exercises and Stock Vested in 2008

	2009		2008

Audit Fees	$	3,000	$	3,000
Audit-Related Fees		1,500		2,250
Tax Fees		—		—
All Other Fees		—		—

Total Audit and Audit-Related Fees	$	4,500	$	5,250

~~Our named executive officers did not exercise any options, nor did any unvested shares of stock vest, during fiscal year 2008~~Item 15. ~~Our~~ Exhibits ~~named~~and ~~executive~~Financial ~~officers do not have any stock options or unvested shares of stock of the Company~~Statement Schedules.

~~Item~~(a) ~~12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Exhibits

The following ~~table~~exhibits ~~sets~~are ~~forth~~filed ~~certain~~with ~~information~~this ~~regarding~~report ~~beneficial~~on ~~ownership~~Form ~~of our common stock as of September 1, 2009, for~~10-K:

• each person or group known to us to beneficially own 5% or more of our common stock;


Exhibit No.			Description

	3	.1	Articles of Incorporation, as currently in effect*
	3	.2	Bylaws, as currently in effect*
	4	.1	Specimen common stock certificate*
	10	.1	Stock Purchase Agreement among Anasazi Capital Corp., U.S.A. Capital Management Group, Inc. and Ruiz Family Holdings dated December 14, 2007**
	10	.2	Share Purchase Agreement between U.S.A. Capital Management Group, Inc. and Joel H. Edelson dated September 10, 2009***
	23	.1	Consent of Lake & Associates, CPA’s LLC (filed herewith)
	31	.1	302 Certification – Joel H. Edelson (filed herewith)
	32	.1	906 Certification – Joel H. Edelson (filed herewith)

~~• each~~* Previously filed with the SEC as exhibits on the registrant’s Form 10-SB General Form for Registration of ~~our~~Securities ~~directors~~on ~~and~~August ~~director~~28, ~~nominees;~~2006

~~• each~~** ofPreviously ~~our~~filed ~~named~~with ~~executive~~the ~~officers;~~SEC ~~and~~as an exhibit to the registrant’s Form 8-K on December 14, 2007

•*** ~~all~~Previously offiled ~~our~~with ~~executive~~the ~~officers~~SEC ~~and~~as ~~directors~~an asexhibit ato ~~group.~~the registrant’s Form 8-K on September 11, 2009

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of 18101 Von Karman Ave., Suite 330, Irvine, California 92612.-35-

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after September 1, 2009, through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner.SIGNATURES

33In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 15th day of April, 2010.

Beneficial owner	Number of Shares Beneficially Owned(1)		Percentage of Shares Outstanding(1)
U.S.A. Capital Management Group, Inc.(2)(3)		5,262,800		100%
All directors and executive officers as a group(2)(3)		5,262,800		100%

ANASAZI CAPITAL CORP.

~~_______________~~By: /s/ Joel H. Edelson

~~(1)~~Joel The number of shares and percentage of class beneficially owned set forth above is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purposeH. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of stock options. Unless otherwise indicated and pursuant to applicable community property laws, each person or entity named in the table has sole voting power and investment power with respect to all shares of common stock listed as owned by such person or entity.Edelson

~~(2) Paul Garcia, our~~ President, Secretary, ~~Treasurer~~ and sole director, maintains voting and investment control of the shares held by U.S.A. Capital Management Group, Inc. As a result, Paul Garcia is deemed to beneficially own all of the shares of Common Stock held by U.S.A. Capital Management Group, Inc. Treasurer

(3) Includes warrants to purchase 262,800 shares of common stock of the Company issued to Law Offices of Michael H. Hoffman, P.A. on August 14, 2007. Michael H. Hoffman, its president and owner, owns one-~~third of the outstanding shares of common stock of U.S.A. Capital Management Group, Inc.~~36-

~~Item~~Anasazi Capital 13Corp. ~~Certain Relationships and Related Transactions, and Director Independence.~~

~~Related~~Index ~~Party Transactions~~to Exhibits

On August 14, 2007, the Company issued warrants to purchase 262,800 shares of its common stock to Law Offices of Michael H. Hoffman, P.A., in exchange for services and reimbursement of expenses in the amount of $6,803 pursuant to a Warrant Agreement. Michael H. Hoffman, its president and owner, owns one-third of the shares of common stock of U.S.A. Capital Management Group, Inc. These warrants have certain rights identified in the Warrant Agreement, including an exercise price of $.01 per share, a term of five years, a cashless exercise feature, if the strike price of the warrant it exercises is lower than the public market price of a share of the Company’s common stock, a put feature requiring the Company to purchase the warrants if the shares underlying the warrants are not listed for quotation on a recognized national securities exchange, the Nasdaq National Market (or a similar national quotation system), the over-the-counter electronic bulletin board or the Pink Sheets (each a “Public Market”), and the warrants have anti-dilution protection, such that the holder shall continue to have the same percentage of ownership and the same percentage of voting rights of the class of the Company’s common stock regardless whether the Company or its successors or its assigns may thereafter increase or decrease the authorized number of shares of the Company’s common stock or increase or decrease the number of shares issued and outstanding. The anti-dilution rights will continue in effect until two years from the date that all shares of the Company’s common stock then purchasable under the warrant are registered under the Securities Act of 1933, as amended. The non-dilution rights will not attach to any shares sold in open market transactions. The warrants have no market at the present time, because they are not exercisable until the Company’s shares of common stock are listed on a Public Market.

23	.1	Consent of Lake & Associates, CPA’s LLC (filed herewith)
31	.1	302 Certification – Joel H. Edelson (filed herewith)
32	.1	906 Certification – Joel H. Edelson (filed herewith)

All related party transactions involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed to by the related parties reflecting arms length consideration payable for similar services or transfers.

Neither our sole officer and director nor any promoter or affiliate have, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired through security holdings, contracts, options, or otherwise.

It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our sole officer and director, or to any other affiliate, if any. See “Executive Compensation”.

Our sole officer and director, who is also deemed to beneficially own all of the shares of Common Stock held by U.S.A. Capital Management Group, Inc. may actively negotiate for or otherwise consent to the disposition of any portion of the outstanding shares of Common Stock, as a condition to or in connection with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of some or all of the shares of Common Stock held by the sole shareholder. However, it is probable that other shareholders, if any, of the Company will not be afforded the right to sell all or a portion of their shares of Common Stock, if any, in connection with a Business Combination pursuant to the same terms that our sole shareholder will be provided. Also, such other shareholders, if any, will not be afforded an opportunity to approve or consent to the sale of the sole shareholder's shares of Common Stock in connection with a Business Combination. See “Description of Business – Shell Corporation” and “- Selection of a Target Business and Structuring of a Business Combination”. It is more likely than not that any sale of securities by our U.S.A. Capital Management Group, Inc. to an acquisition candidate would be at a price substantially higher than that originally paid by such sole shareholder. Any payment to such shareholder in the context of an acquisition involving us would be determined entirely by largely unforeseeable terms of a future agreement with an unidentified business entity. See “Business - Shell Corporation” and “- Selection of a Target Business and Structuring of a Business Combination”.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Anasazi Capital Corp., 18101 Von Karman Ave., Suite 330, Irvine, California 92612.

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services during the year ended December 31, 2008:

	2008
Audit Fees	$	2,000
Audit-Related Fees (1)		2,250
Tax Fees		—
All Other Fees		—
Total Audit and Audit-Related Fees	$	4,250

_________

(1) Audit-related fees incurred during 2008 include billings for services related to the Form 10-Qs for the quarterly periods ended March 31, 2008, June 30, 2008 and September 30, 2008.

Item 15. Exhibits.

(a) Exhibits

The following exhibits are filed with this report on Form 10-K:

Exhibit No.		Description
3.1		Articles of Incorporation, as currently in effect*
3.2		Bylaws, as currently in effect*
4.1		Specimen common stock certificate*
10.1		Stock Purchase Agreement among Anasazi Capital Corp., U.S.A. Capital Management Group, Inc. and Ruiz Family Holdings dated December 14, 2007**
23.1		Consent of Lake & Associates, CPA’s LLC (filed herewith)
31.1		302 Certification – Paul Garcia (filed herewith)
32.1		906 Certification – Paul Garcia (filed herewith)

__________

* Previously filed with the SEC as exhibits on the registrant’s Form 10-SB General Form for Registration of Securities on August 28, 2006

** Previously filed with the SEC as an exhibit to the registrant’s Form 8-K on December 14, 2007

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of September, 2009.

ANASAZI CAPITAL CORP.

By: /s/ Paul Garcia

Paul Garcia

President, Secretary and Treasurer

Anasazi Capital Corp.

Index to Exhibits

Exhibit 23.1 Consent of Lake & Associates, CPA’s LLC

Exhibit 31.1 302 Certification – Paul Garcia

Exhibit 32.1 906 Certification – Paul Garcia

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