<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

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

                    For the quarter ended: December 31, 2008

                                       OR

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

                       Commission File Number: 000 - 53432


                              Highland Ridge, Inc.
                 (Name of small business issuer in its charter)

              Delaware                                      13-4013027
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

         330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401
               (Address of principal executive offices) (zip code)

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

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
                         [X] Smaller Reporting Company

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

        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 10,987,131 as of February 6,
2009

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                              HIGHLAND RIDGE, INC.

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                     Part I
Item 1.  Financial Statements................................................ 1

Item 2.  Management's Discussion and Analysis................................ 7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........16

Item 4T. Controls and Procedures.............................................16

                                     Part II

Item 1.  Legal Proceedings...................................................18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.........18

Item 3.  Default Upon Senior Securities......................................18

Item 4.  Submission of Matters to a Vote of Security Holders.................19

Item 5.  Controls and Procedures.............................................19

Item 6.  Exhibits............................................................19

Signatures...................................................................20


                                       i
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<TABLE>
<S>     <C>

                                    PART I - FINANCIAL INFORMATION

ITEM 1.

                                         Highland Ridge, Inc.
                                             Balance Sheet


                                                                           Dec. 31,        Sept. 30,
-------------------------------------------------------------------------------------------------------
                                                                             2008             2008
-------------------------------------------------------------------------------------------------------
                                                                         (unaudited)

                              ASSETS
Current assets
Cash                                                                    $     18,288      $     29,419
Prepaid expenses                                                                   0                 0
                                                                        -------------------------------
  Total current assets                                                        18,288            29,419

-------------------------------------------------------------------------------------------------------
Total Assets                                                            $     18,288      $     29,419
-------------------------------------------------------------------------------------------------------

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable-trade                                                  $      1,660      $     12,141
Accrued expenses                                                                   0                 0
Due to related parties                                                        21,508            21,508
                                                                        -------------------------------
 Total current liabilities                                                    23,168            33,649

Stockholders' Deficiency:
Preferred "B" stock-1,000,000 issued & outstanding in Sept.                        0            30,000
Common stock-300,000,000 authorized $001 par value
10,987,131 shares issued & outstanding (987,131 in Sept)                      10,987               987
Additional paid-in capital                                                    54,977            28,977
Deficit accumulated since quasi reorganization Aug 31, 2005                  (70,843)          (64,194)
                                                                        -------------------------------
Total Stockholders' Deficiency                                                (4,879)           (4,230)

-------------------------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency                            $     18,288      $     29,419
-------------------------------------------------------------------------------------------------------

See notes to unaudited interim financial statements.

                                                  1
<PAGE>

                                    Highland Ridge, Inc.
                                   Statement of Operations
                                         (unaudited)


                                                                Three Months Ended Dec. 31,
                                                               -----------------------------
                                                                   2008            2007
                                                               -----------------------------


Revenue                                                        $         0      $         0

Costs & Expenses:
  General & administrative                                           6,650            3,300
  Interest                                                               0                0
                                                               -----------------------------
  Total Costs & Expenses                                             6,650            3,300

Loss from continuing operations before income taxes                 (6,650)          (3,300)
Income taxes                                                             0                0

--------------------------------------------------------------------------------------------
Net Loss                                                       ($    6,650)     ($    3,300)
--------------------------------------------------------------------------------------------

Basic and diluted per share amounts:
Continuing operations                                                  Nil              Nil
--------------------------------------------------------------------------------------------
Basic and diluted net loss                                             Nil              Nil
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
Weighted average shares outstanding (basic & diluted)            5,443,653          346,255
--------------------------------------------------------------------------------------------

See notes to unaudited interim financial statements.

                                             2
<PAGE>

                                       Highland Ridge, Inc.
                                      Statement of Cash Flows
                                            (unaudited)


                                                                      Three Months Ended Dec. 31,
                                                                     -----------------------------
                                                                          2008            2007
                                                                     -----------------------------

Cash flows from operating activities:
Net Loss                                                             ($    6,650)     ($    3,300)
Adjustments required to reconcile net loss
      to cash used in operating activities:
Fair value of services provided by related parties                         6,000                0
Expenses paid by related parties                                               0            3,300
Increase (decrease) in accounts payable & accrued expenses               (10,481)               0
--------------------------------------------------------------------------------------------------
 Cash used by operating activities:                                      (11,131)               0
--------------------------------------------------------------------------------------------------


Change in cash                                                           (11,131)               0
Cash-beginning of period                                                  29,419                0
--------------------------------------------------------------------------------------------------
Cash-end of period                                                   $    18,288      $         0
--------------------------------------------------------------------------------------------------

See notes to unaudited interim financial statements.

                                                3
<PAGE>

                                                        Highland Ridge, Inc.
                                                Statement of Stockholders' Deficiency
                                                             (Unaudited)


                                                  Preferred Stock                        Common Stock
                                           ---------------------------     -----------------------------------------
                                                                                                                        Deficit
                                                                                                                       Accumulated
                                                                                                         Additional    since quasi
                                                                                            Common        paid-in     reorganization
                                              Shares          Amount          Shares        Stock         capital      Aug 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2007                       --              --     $   107,131    $       107    $     5,249    ($    9,036)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of Preferred "B" shares             1,000,000          30,000              --             --             --             --
Stock issued as reimbursement of
  reinstatement expenses
  paid by related party                             --              --         880,000            880          5,728             --
Fair value of services provided
  by related party                                  --              --              --             --         18,000             --
Net Loss                                            --              --              --             --             --        (55,158)
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2008                1,000,000     $    30,000         987,131            987         28,977        (64,194)
------------------------------------------------------------------------------------------------------------------------------------
Conversion of Preferred stock               (1,000,000)        (30,000)     10,000,000         10,000         20,000             --
Fair value of services provided
  by related party                                  --              --              --             --          6,000             --
Net Loss                                            --              --              --             --             --         (6,650)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2008                         0     $         0      10,987,131    $    10,987    $    54,977    ($   70,844)
------------------------------------------------------------------------------------------------------------------------------------

See notes to unaudited interim financial statements.

                                                                 4
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<PAGE>

                              HIGHLAND RIDGE, INC.
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


1.     BASIS OF PRESENTATION:

Effective August 31, 2005, the Company approved and authorized a plan of quasi
reorganization and restatement of accounts to eliminate the accumulated deficit
and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its October 1, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From October 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).

The Financial Statements presented herein have been prepared by us in accordance
with the accounting policies described in our September 30, 2008 audited
financial statements included in Form 10-K and should be read in conjunction
with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an
on going basis, we evaluate our estimates, including those related intangible
assets, income taxes, insurance obligations and contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other resources. Actual results
may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in these interim
financial statements reflect all adjustments necessary for a fair statement of
the financial position and results of operations and cash flows as of and for
the three-month periods ended December 31, 2008 and 2007. All such adjustments
are of a normal recurring nature. The financial statements do not include some
information and notes necessary to conform with annual reporting requirements.

2.   RECENT COURT PROCEEDINGS:

On September 14, 2007, in its Court Order, the Circuit Court for the 11th
Judicial Circuit in and for Miami Dade County, Florida granted the application
of Century Capital Partners, LLC to appoint a receiver. On December 6, 2007,
following the submittal of detailed reports by the receiver the Court discharged
the receiver and returned the Company to the control of its Board of Directors.

On January 30, 2008 after proper notice to all shareholders, the Company held an
annual meeting for the purposes of the election of directors. At the meeting,
Michael Anthony was elected the sole Director. Immediately following the
shareholder meeting, Michael Anthony was appointed President, Secretary and
Treasurer.

RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent
shareholder meeting, Michael Anthony became our sole director and President on
January 30, 2008. As sole officer and director, Michael Anthony entered into an
agreement with Corporate Services International Profit Sharing Plan (CSIPSP)
whereby CSIPSP agreed to make an investment of paid in capital of $30,000 to be
used to pay for costs and expenses necessary to bring the Company back into
compliance with state and federal securities laws and bring current all
Securities and Exchange disclosure obligations. In exchange for the $30,000
CSIPSP was issued 1,000,000 shares of preferred stock on August 12, 2008.

Mr. Anthony is the managing member of Century Capital partners and has sole
voting and dispositive control. Corporate Services International Profit Sharing
Plan is a private profit sharing plan for which our director, Michael Anthony,
is the sole beneficiary.


                                        5
<PAGE>

3.      EARNINGS/LOSS PER SHARE

Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion
of any other potential shares outstanding would be anti-dilutive. All per share
disclosures retroactively reflect shares outstanding or issuable as though the
reverse split had occurred October 1, 2007.

4.      NEW ACCOUNTING STANDARDS

In December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 141 (Revised 2007), Business Combinations ("SFAS 141R"). SFAS 141R provides
additional guidance on improving the relevance, representational faithfulness,
and comparability of the financial information that a reporting entity provides
in its financial reports about a business combination and its effects. This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008.

In December 2007, the Financial Accounting Standards Board issued FASB Statement
No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS--AN
AMENDMENT OF ARB NO. 51 ("SFAS 160"). SFAS 160 amends ARB No. 51 to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is currently evaluating the
impact of adopting SFAS 160 on our financial statements.

In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES." SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States. SFAS 162 is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, THE MEANING OF
PRESENT FAIRLY IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. Our
Company is currently evaluating the impact of SFAS 162 on its financial
statements but does not expect it to have a material effect.

Management does not anticipate that the adoption of these standards will have a
material impact on the financial statements.


5.       STOCKHOLDERS' EQUITY:

         COMMON STOCK

On November 20, 2008, Corporate Services International Profit Sharing Plan
converted the Series B Preferred Stock into 10,000,000 shares of common stock.


6.      RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE

         FAIR VALUE OF SERVICES:

The principal stockholder provided, without cost to the Company, his services,
valued at $1,800 per month through December 31, 2008, which totaled $5,400for
the three-month period then ended. The principal stockholder also provided,
without cost to the Company, office space valued at $200 per month, which
totaled $600 for the three-month period ended December 31, 2008. The total of
these expenses was $6,000 and was reflected in the statement of operations as
general and administrative expenses with a corresponding contribution of paid-in
capital. The company was inactive in 2007.

Legal services provided to the company by Laura Anthony through Legal &
Compliance, LLC (Michael Anthony's spouse) was valued at $20,000 and was unpaid
at December 31, 2008.

DUE RELATED PARTIES: Other amounts due related parties consist of corporate
reinstatement expenses paid by the principal shareholder prior to the
establishment of a bank account.


                                       6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         This quarterly report on Form 10-Q contains forward-looking statements
that are based on current expectations, estimates, forecasts and projections
about the Company, us, our future performance, our beliefs and our Management's
assumptions. In addition, other written or oral statements that constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-Q, whether as a result of new
information, future events, changes in assumptions or otherwise.

         Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein, which speak only as of the date
hereof. We believe the information contained in this Form 10-Q to be accurate as
of the date hereof. Changes may occur after that date. We will not update that
information except as required by law in the normal course of its public
disclosure practices.

         Additionally, the following discussion regarding our financial
condition and results of operations should be read in conjunction with the
financial statements and related notes.

History

         Highland Ridge, Inc., (the "Company", "we", "us" or "Highland Ridge"),
was originally incorporated on July 22, 1988 in the State of Florida as Sea
Green, Inc. At the time of formation the Company was authorized to issue 7,500
shares of $1.00 par value common stock. The Company was originally formed for
the purpose of developing communication systems to market for use and resale.

         In anticipation of the commencement of the trading of our common stock
on the over the counter market, we filed an amendment to our Articles of
Incorporation on May 5, 1998 increasing our authorized capital stock to
50,000,000 shares of $.001 par value common stock. In addition, we filed an
Amendment to our articles of incorporation on June 3, 1998, changing our name to
Americom Networks Corp. On July 10, 1998, we again changed our name to Americom
Networks International, Inc. During this time we engaged in the business of
developing telecommunications systems to market to high-volume users for use or
resale. In May 1999 we ceased operations and have not engaged in business
operations since that time.

         On December 21, 1999 we filed a registration statement on Form SB-2
with the Securities and Exchange Commission for an offering by a blank check
Company pursuant to Rule 419 of the Securities Act of 1933. We filed three
amendments to the registration statement and then ultimately abandoned the
process prior to its effectiveness. In September, 2000 the Secretary of State of
Florida administratively dissolved our corporate charter for not maintaining
proper filings with the state and not paying our franchise tax fees.


                                       7
<PAGE>

         Effective August 31, 2005, the Company approved and authorized a plan
of quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its October 31, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From October 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).

         On September 14, 2007, in its Court Order, the Circuit Court for the
11th Judicial Circuit in and for Miami Dade County, Florida granted the
application of Century Capital Partners, LLC to have a receiver appointed. The
Court appointed Brian T. Scher, Esquire as receiver of the Company. The Court
Order appointing Receiver empowered Mr. Scher to evaluate our financial status,
to determine whether there are any options for corporate viability that could
benefit our shareholders, to reinstate our corporation with the Florida
Secretary of State, and to obtain copies of our shareholder records from our
transfer agent.

         Mr. Michael Anthony is the sole member of Century Capital Partners.

         Under Mr. Scher's receivership, and with funds supplied by Century
Capital Partners, the Company reinstated its corporate charter and paid all past
due franchise taxes; paid the outstanding debt with the transfer agent; and made
an analysis of the Company's debts and potential for viability as a merger
candidate. In addition, on October 13, 2007, Mr. Scher, as receiver, appointed
Michael Anthony as our sole Director, President, Secretary and Treasurer.

         On December 6, 2007, following the submittal of detailed reports by Mr.
Scher, the Court discharged the receiver and returned the Company to the control
of its Board of Directors.

         On January 30, 2008 after proper notice to all shareholders, the
Company held an annual meeting for the purposes of the election of directors. At
the meeting, Michael Anthony was elected the sole Director. Immediately
following the shareholder meeting, Michael Anthony was appointed President,
Secretary and Treasurer.

         From May, 2007 through September, 2007 Century Capital Partners
invested $6,608.00 into our Company as paid in capital which funds were used to
pay ongoing administrative expenses, including but not limited to, outstanding
transfer agent fees, state reinstatement and filing fees and all costs
associated with conducting the shareholders meeting.

         In exchange for the capital investment by Century Capital Partners, on
December 6, 2007, we issued forty four million (44,000,000) shares of restricted
$.001 par value common stock (880,000 shares post reverse).

         On or near August 12, 2008, Corporate Services International Profit
Sharing Plan contributed $30,000 as paid in capital to Highland Ridge. Corporate
Services International Profit Sharing Plan is a Federally Sanctioned ERISA Trust
for which our director, Michael Anthony, is the sole beneficiary. This capital
contribution is separate from and in addition to the $6,608.00 capital
contribution by Century Capital Partners. Highland Ridge has used and shall
continue to use these funds to pay the costs and expenses necessary to revive
the Company's business and implement the Company's business plan. Such expenses
include, without limitation, fees to redomicile the Company to the state of


                                       8
<PAGE>

Delaware; payment of state filing fees; transfer agent fees; accounting and
legal fees; and costs associated with preparing and filing this Registration
Statement, etc.

         In consideration of its capital contribution, Highland Ridge agreed to
issue to Corporate Services International Profit Sharing plan 1,000,000 shares
of Series B Preferred Stock, which Series B Preferred Stock shall carry super
voting rights of ten (10) votes per share and shall be convertible into ten (10)
shares of common stock per share. The 1,000,000 shares of Series B Preferred
Stock were issued to Corporate Services International Profit Sharing Plan on
August 12, 2008. On November 20, 2008, Corporate Services International Profit
Sharing Plan converted the Series B Preferred Stock into 10,000,000 shares of
common stock.

         Moreover, Michael Anthony, as officer and director has agreed to assist
the Company in its efforts to salvage value for the benefit of its shareholders.
Mr. Anthony's efforts include, but are not limited to, assistance in gathering
information, retaining counsel and working with counsel and the auditor for
purposes of preparation of this Registration Statement and corresponding audited
financial statements. Mr. Anthony and Highland Ridge do not have a written
agreement. Century Capital Partners has also agreed to advise Highland Ridge as
to potential business combinations. The agreement between Highland Ridge and
Century Capital Partners has not been reduced to writing.

         Prior to changing our name to Highland Ridge, on January 31, 2008,
Americom Networks International, Inc. was incorporated in Delaware for the
purpose of merging with Americom Networks International, Inc. a Florida
Corporation so as to effect a re-domicile to Delaware. The Delaware Corporation
is authorized to issue 300,000,000 shares of $.001 par value common stock and
10,000,000 shares of $.001 par value preferred stock. On February 6, 2008 both
Americom Networks the Florida corporation and Americom Networks the Delaware
corporation signed and filed Articles of Merger with their respective states,
pursuant to which the Florida Corporation's shareholders received one share of
new (Delaware) common stock for every one share of old (Florida) common stock
they owned. All outstanding shares of the Florida Corporation's common stock
were effectively purchased by the new Delaware Corporation, effectively merging
the Florida Corporation into the Delaware Corporation, and making the Delaware
Corporation the surviving entity. The change of domicile from Florida to
Delaware was agreed to by the consent of the majority of our outstanding voting
stock.

         Effective August 15, 2008 the Company enacted a 1:50 reverse split of
our outstanding common stock and changed our name to our current name Highland
Ridge, Inc. Our new name, Highland Ridge, Inc. is not meant to be indicative of
a specific business plan or purpose, but rather was meant to be neutral in an
effort to further our plan of attracting a potential merger candidate or
acquiring a business. See "Current Business Plan".

         In addition, on August 1, 2008 we designated 1,000,000 shares of Series
B Preferred Stock, which preferred stock has super voting rights of ten (10)
votes per share and is convertible into ten (10) shares of common stock per
share. On August 12, 2008 we issued the 1,000,000 shares of Series B Preferred
Stock to Corporate Services International Profit Sharing in exchange for its
$30,000 capital contribution. On November 20, 2008, Corporate Services
International Profit Sharing Plan converted the Series B Preferred Stock into
10,000,000 shares of common stock.

         On August 5, 2008, we adopted Amended and Restated By-Laws.


                                       9
<PAGE>

Current Business Plan
---------------------

         Highland Ridge is a shell company in that it has no or nominal
operations and either no or nominal assets. At this time, Highland Ridge's
purpose is to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of an Exchange Act registered
corporation. The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a business
venture of virtually any kind or nature. This discussion of the proposed
business is purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because the Company has
nominal assets and limited financial resources. This lack of diversification
should be considered a substantial risk to shareholders of the Company because
it will not permit the Company to offset potential losses from one venture
against gains from another.

         Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Highland Ridge would not be obligated nor
does management intend to seek pre-approval by our shareholders.

         Highland Ridge may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
Highland Ridge may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

         Highland Ridge intends to promote itself privately. The Company has not
yet begun such promotional activities. The Company anticipates that the
selection of a business opportunity in which to participate will be complex and
risky. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes),
for all shareholders, and other factors. Potentially, available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities difficult and complex.

         Highland Ridge has, and will continue to have, little or no capital
with which to provide the owners of business opportunities with any significant
cash or other assets. On August 12, 2008, Corporate Services International
Profit Sharing Plan deposited $30,000 with the Company and accordingly the cash
balance on that date was $30,000. At quarter end December 31, 2008 Highland
Ridge had a cash balance of $18,288. Management believes the Company will be
able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The
owners of the business opportunities will, however, incur significant legal and
accounting costs in connection with the acquisition of a business opportunity,
including the costs of preparing Form 8K's, 10K's, 10Q's and agreements and
related reports and documents. The Securities Exchange Act of 1934 (the "34
Act"), specifically requires that any merger or acquisition candidate comply
with all applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings relevant to
complying with the `34 Act. Nevertheless, the officer and director of Highland


                                       10
<PAGE>

Ridge has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, or successor
management, with such outside assistance as he or they may deem appropriate. The
Company intends to concentrate on identifying preliminary prospective business
opportunities, which may be brought to its attention through present
associations of the Company's officer and director. In analyzing prospective
business opportunities, the Company will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant factors.
The Company will not acquire or merge with any company for which audited
financial statements are not available.

         The foregoing criteria are not intended to be exhaustive and there may
be other criteria that the Company may deem relevant. In connection with an
evaluation of a prospective or potential business opportunity, management may be
expected to conduct a due diligence review.

         The Officer of Highland Ridge has some, but not extensive experience in
managing companies similar to the Company and shall mainly rely upon his own
efforts, in accomplishing the business purposes of the Company. The Company may
from time to time utilize outside consultants or advisors to effectuate its
business purposes described herein. 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 paid. However, because of the
limited resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.

         The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

         Highland Ridge does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition.

         The time and costs required to pursue new business opportunities, which
includes due diligence investigations, negotiating and documenting relevant
agreements and preparing requisite documents for filing pursuant to applicable
securities laws, cannot be ascertained with any degree of certainty.

         Management intends to devote such time as it deems necessary to carry
out the Company's affairs. The exact length of time required for the pursuit of
any new potential business opportunities is uncertain. No assurance can be made
that we will be successful in our efforts. We cannot project the amount of time
that our management will actually devote to our plan of operation.


                                       11
<PAGE>

         Highland Ridge intends to conduct its activities so as to avoid being
classified as an "Investment Company" under the Investment Company Act of 1940,
and therefore avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

         Management has not identified and is not currently negotiating a new
business opportunity for us. As of February 6, 2009, Highland Ridge is not in
negotiations with, nor does it have any agreements with any potential merger
candidate or any transaction that could result in a change of control of the
Company.

GOVERNMENT REGULATIONS

         As a registered corporation, Highland Ridge, Inc. is subject to the
reporting requirements of the Securities Exchange Act of 1934 (the "34 Act")
which includes the preparation and filing of periodic, quarterly and annual
reports on Forms 8K, 10Q and 10K. The 34 Act specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the `34 Act.

Highland Ridge is a Blank Check Company
---------------------------------------

         At present, Highland Ridge is a development stage company with no
revenues and with no specific business plan or purpose. Highland Ridge's
business plan is to seek new business opportunities or to engage in a merger or
acquisition with an unidentified company. As a result, Highland Ridge is a blank
check company and any offerings of our securities would need to comply with Rule
419 under the Act. The provisions of Rule 419 apply to every registration
statement filed under the Securities Act of 1933, as amended, by a blank check
company. Rule 419 requires that the blank check company filing such registration
statement deposit the securities being offered and proceeds of the offering into
an escrow or trust account pending the execution of an agreement for an
acquisition or merger. In addition, the registrant is required to file a post
effective amendment to the registration statement containing the same
information as found in a Form 10 registration statement, upon the execution of
an agreement for such acquisition or merger. The rule provides procedures for
the release of the offering funds in conjunction with the post effective
acquisition or merger. Highland Ridge has no current plans to engage in any such
offerings.

Highland Ridge's Common Stock is a Penny Stock
----------------------------------------------

         Highland Ridge's common stock is a "penny stock," as defined in Rule
3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Highland Ridge is subject to
the penny stock rules, it may be more difficult to sell our common stock.


                                       12
<PAGE>

Acquisition of Opportunities
----------------------------

         Management beneficially owns 10,880,000 shares of common stock (post
split) or 99% of the voting rights of the total issued and outstanding capital
shares of Highland Ridge. As a result, management will have substantial
flexibility in identifying and selecting a prospective new business opportunity.
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Moreover, management may sell or otherwise transfer his
interest in the Company to new management who will then continue the Company
business plan of seeking new business opportunities. Any and all such sales will
only be made in compliance with the securities laws of the United States and any
applicable state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

         Highland Ridge will participate in a business opportunity only after
the negotiation and execution of appropriate written agreements. Although the
terms of such agreements cannot be predicted, generally such agreements will
require some specific representations and warranties by all of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by each of the parties prior
to and after such closing, will outline the manner of bearing costs, including
costs associated with the Company's attorneys and accountants, will set forth
remedies on default and will include miscellaneous other terms.

         Highland Ridge does not intend to provide its security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

         Highland Ridge has not expended funds on and has no plans to expend
funds or time on product research or development.

         On September 22, 2008, Highland Ridge filed a Registration Statement on
Form 10 with the Securities and Exchange Commission to become subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended.


                                       13
<PAGE>

Competition
-----------

         Highland Ridge will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of Highland Ridge's combined extremely limited financial
resources and limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the Company's competitors

Employees
---------

         Highland Ridge currently has no employees. The business of the Company
will be managed by its sole officer and director and such officers or directors
which may join the Company in the future, and who may become employees of the
Company. The Company does not anticipate a need to engage any fulltime employees
at this time.

OVERVIEW

         Effective August 31, 2005, the Company approved and authorized a plan
of quasi reorganization and restatement of accounts to eliminate the accumulated
deficit and related capital accounts on the Company's balance sheet. The Company
concluded its period of reorganization after reaching a settlement agreement
with all of its significant creditors. The Company, as approved by its Board of
Directors, elected to state its October 1, 2005, balance sheet as a "quasi
reorganization", pursuant to ARB 43. These rules require the revaluation of all
assets and liabilities to their current values through a current charge to
earnings and the elimination of any deficit in retained earnings by charging
paid-in capital. From October 1, 2005 forward, the Company has recorded net
income (and net losses) to retained earnings and (and net losses) to retained
earnings and (accumulated deficit).

         Our current activities are related to seeking new business
opportunities. We will use our limited personnel and financial resources in
connection with such activities. It may be expected that pursuing a new business
opportunity will involve the issuance of restricted shares of common stock. At
December 31, 2008 we had a cash balance of $18,288. At December 31, 2008 the
Company had current liabilities of $23,168, $21,508 of which was due to related
parties.

         We have had no revenues in either the quarter end December 31, 2008 or
2007. Our operating expenses for the quarter end December 31, 2007 were $3,300
and for the quarter end December 31, 2008 were $6,650, comprised of general and
administrative expenses. Accordingly, we had a net loss of $3,300 and a net loss
per share of $Nil for the quarter end December 31, 2007 and a net loss of $6,650
and a net loss per share of $Nil for the quarter end December 31, 2008.


CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

         We have received a total of $36,608.00 from management related parties
as capital investments in exchange for 44,000,000 (880,000 post split) shares of
common stock and 1,000,000 shares of Series B Preferred Stock. On November 20,
2008, Corporate Services International Profit Sharing Plan converted the Series
B Preferred Stock into 10,000,000 shares of common stock. While we are dependent
upon interim funding provided by management to pay professional fees and
expenses, we have no written finance agreement with management to provide any
continued funding. As of December 31, 2008 the Company had current liabilities
of $23,168, of which $21,508 are owed to related parties. Although we believe


                                       14
<PAGE>

management will continue to fund the Company on an as needed basis, we do not
have a written agreement requiring such funding. In addition, future management
funding, will more than likely be in the form of loans, for which the Company
will be liable to pay back.

         Management provided, without cost to the Company, his services, valued
at $1,800 per month through December 31, 2008, which totaled $5,400 for the
quarter then ended. The principal stockholder also provided, without cost to the
Company, office space valued at $200 per month, which totaled $600 for the
quarter ended December 31, 2008. The total of these expenses was $6,000 and was
reflected in the statement of operations as general and administrative expenses
with a corresponding contribution of paid-in capital. The company was inactive
in 2007.

         The Board of Directors of the Company has determined that the best
course of action for the Company is to complete a business combination with an
existing business. The Company has limited liquidity or capital resources. As of
December 31, 2008, the Company had a cash balance of $18,288. In the event that
the Company cannot complete a merger or acquisition and cannot obtain capital
needs for ongoing expenses, including expenses related to maintaining compliance
with the securities laws and filing requirements of the Securities Exchange Act
of 1934, the Company could be forced to cease operations.

         Highland Ridge currently plans to satisfy its cash requirements for the
next 12 months though it's current cash and by borrowing from its officer and
director or companies affiliated with its officer and director and believes it
can satisfy its cash requirements so long as it is able to obtain financing from
these affiliated entities. Highland Ridge currently expects that money borrowed
will be used during the next 12 months to satisfy the Company's operating costs,
professional fees and for general corporate purposes. The Company may explore
alternative financing sources, although it currently has not done so.

         Highland Ridge will use its limited personnel and financial resources
in connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.

         In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

         There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.


                                       15
<PAGE>

         The Company currently has no plans to conduct any research and
development or to purchase or sell any significant equipment. The Company does
not expect to hire any employees during the next 12 months.

OFF BALANCE SHEET ARRANGEMENTS

         None.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable to Highland Ridge, Inc. as a smaller reporting company.


ITEM 4T. CONTROLS AND PROCEDURES

         It is the responsibility of the chief executive officer and chief
financial officer of Highland Ridge, Inc. to establish and maintain a system for
internal controls over financial reporting such that Highland Ridge, Inc.
properly reports and files all matters required to be disclosed by the
Securities Exchange Act of 1934 (the "Exchange Act"). Michael Anthony is the
Company's chief executive officer and chief financial officer. The Company's
system is designed so that information is retained by the Company and relayed to
counsel as and when it becomes available. As the Company is a shell company with
no or nominal business operations, Mr. Anthony immediately becomes aware of
matters that would require disclosure under the Exchange Act. After conducting
an evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of December 31, 2008, he has concluded
that the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed by it in its reports filed or
submitted under the Exchange Act is recorded, processed summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission (the "SEC").

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

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
that evaluation, and there were no significant deficiencies or material
weaknesses in such controls requiring corrective actions.

Evaluation of and Report on Internal Control over Financial Reporting
---------------------------------------------------------------------

         The management of the Registrant is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:


                                       16
<PAGE>

         -        Pertain to the maintenance of records that in reasonable
                  detail accurately and fairly reflect the transactions and
                  dispositions of the assets of the company;

         -        Provide reasonable assurance that transactions are recorded as
                  necessary to permit preparation of financial statements in
                  accordance with accounting principles generally accepted in
                  the United States of America and that receipts and
                  expenditures of the company are being made only in accordance
                  with authorizations of management and directors of the
                  company; and

         -        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.

         Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

         Management assessed the effectiveness of the Company's internal control
over financial reporting as of December 31, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.

         Based on its assessment, management concluded that, as of December 31,
2008, the Company's internal control over financial reporting is effective based
on those criteria.

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

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

         There was no change in our internal controls over financial reporting
identified in connection with the requisite evaluation that occurred during our
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.


                                       17
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         On September 14, 2007, in its Court Order, the Circuit Court for the
11th Judicial Circuit in and for Miami Dade County, Florida granted the
application of Century Capital Partners, LLC to appoint a receiver. The Court
appointed Brian T. Scher, Esquire as receiver of the Company. The Court Order
appointing Receiver empowered Mr. Scher to evaluate our financial status, to
determine whether there are any options for corporate viability that could
benefit our shareholders, to reinstate our corporation with the Florida
Secretary of State, and to obtain copies of our shareholder records from our
transfer agent.

         Highland Ridge's officers and directors are not aware of any threatened
or pending litigation to which the Company is a party or which any of its
property is the subject and which would have any material, adverse effect on the
Company.

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

         The following is a list of unregistered securities sold by the Company
within the last three years including the date sold, the title of the
securities, the amount sold, the identity of the person who purchased the
securities, the price or other consideration paid for the securities, and the
section of the Securities Act of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.

         From May, 2007 through August, 2008 Century Capital Partners invested
$6,608.00 into our Company as paid in capital which funds were used to pay
ongoing administrative expenses, including but not limited to, outstanding
transfer agent fees, state reinstatement and filing fees and all costs
associated with conducting the shareholders meeting.

         In exchange for the capital investment by Century Capital Partners, on
December 6, 2007, we issued forty four million (44,000,000) shares of restricted
$.001 par value common stock (880,000 shares post reverse).

         On or near August 12, 2008, Corporate Services International Profit
Sharing Plan contributed $30,000 as paid in capital to Highland Ridge in
exchange for 1,000,000 shares of our Series B Preferred Stock. Corporate
Services International Profit Sharing Plan is a private profit sharing plan for
which our director, Michael Anthony, is the sole beneficiary. Highland Ridge has
used and shall continue to use these funds to pay the costs and expenses
necessary to revive the Company's business and implement the Company's business
plan. Such expenses include, without limitation, fees to redomicile the Company
to the state of Delaware; payment of state filing fees; transfer agent fees;
accounting and legal fees; and costs associated with preparing and filing this
Registration Statement, etc. On November 20, 2008, Corporate Services
International Profit Sharing Plan converted the Series B Preferred Stock into
10,000,000 shares of common stock.

         The Company believes that the issuance and sale of the restricted
shares was exempt from registration pursuant to Section 4(2) of the Act as
privately negotiated, isolated, non-recurring transactions not involving any
public solicitation. An appropriate restrictive legend is affixed to the stock
certificates issued in such transactions.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.


                                       18
<PAGE>

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

         On January 30, 2008 after proper notice to all shareholders, the
Company held an annual meeting for the purposes of the election of directors. At
the meeting, Michael Anthony was elected the sole Director. Immediately
following the shareholder meeting, Michael Anthony was appointed President,
Secretary and Treasurer. The total votes, in pre-split numbers in favor of Mr.
Anthony's election were 44,022,100; those against were 0; and those abstaining
were 5,334,127.


ITEM 5.  OTHER INFORMATION

         None.


ITEM 6.  EXHIBITS

NUMBER                         DESCRIPTION
------                         -----------

3.1.1    Original Articles of Incorporation dated July 22, 1988*

3.1.2    Articles of Amendment dated May 5, 1998*

3.1.3    Articles of Amendment dated June 3, 1998*

3.1.4    Articles of Amendment dated July 10, 1998*

3.1.5    Articles of Incorporation - Delaware - dated January 31, 2008*

3.1.6    Certificate of Amendment to Articles of Incorporation dated August 1,
         2008*

2.1.1    Agreement of Merger dated February 6, 2008*

2.1.2    Certificate of Merger - Delaware - dated February 6, 2008*

2.1.3    Article of Merger - Florida - dated February 15, 2008*

3.2      Amended and Restated By-Laws*

31.1     Certification of the Chief Executive Officer and Chief Financial
         Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of the Chief Executive Officer and Chief Financial
         Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002


   *     Previously filed with the Company Form 10 filed on September 22, 2008


REPORTS ON 8-K

         None


                                       19
<PAGE>

                                   SIGNATURES

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


Date:  February 6, 2009                           HIGHLAND RIDGE, INC.


                                              By: /s/ Michael Anthony
                                                  ------------------------------
                                                  Name: Michael Anthony
                                                  Title: Chief Executive Officer



                                       20