**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549




**FORM
      10-KSB**




**ANNUAL
      REPORT**




**PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**




**x**  **ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





OR





**o**  **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from ________________ to ________________





**Commission
      File Number 333-124829**




**DRIFTWOOD
      VENTURES, INC.**


(Exact
      name of registrant as specified in its charter)




**DELAWARE**
            **71-1033391**(State of other jurisdiction of incorporation or
                organization)
            (IRS Employer Identification Number)




**2121
      Avenue of the Stars, Suite 2550**


**Los
      Angeles, CA 90067**


(Address
      of principal executive offices)




**(310)
      601-2500**


(Registrant's
      telephone number, including area code)


Securities
          registered pursuant to Section 12(b) of the Exchange Act: **None**
 
 Securities
          registered pursuant to Section 12(g) of the Exchange Act:
 
 Common
          Stock, Par Value $0.001 Per Share
 (Title
          of
          Class)
  Indicate
          by check mark if the registrant is not required to file reports pursuant
          to
          Section 13 or Section 15(d) of the Exchange Act. o
 
 Indicate
          by check mark whether the registrant (1) has filed all reports required
          to be
          filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
          the
          preceding 12 months (or for such shorter period that the registrant was
          required
          to file such reports), and (2) has been subject to such filing requirements
          for
          the past 90 days. Yes x No o
 
 Indicate
          by check mark if disclosure of delinquent filers pursuant to Item 405 of
          Regulation S-B 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-KSB or any amendment
          to
          this Form 10-KSB.  x
 
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act). Yes x No o
 
 The
          aggregate market value of the voting and non-voting common equity held
          by
          non-affiliates of the registrant, computed by reference to the closing
          sales
          price for the registrant’s common equity, as reported on the OTCBB, was $467,100
          as of March 31, 2008.
  As
          of
          March 31, 2008, the registrant had 5,807,000 shares of common stock outstanding.
 
 DOCUMENTS
          INCORPORATED BY REFERENCE
 
 Transitional
          Small Business Disclosure Format (check one):  Yes o No x





Driftwood
      Ventures, Inc.


ANNUAL
      REPORT ON FORM 10-KSB


FOR
      THE
      YEAR ENDED DECEMBER 31, 2007





**TABLE
      OF CONTENTS**





**PART
                I**ITEM
                1.
            
            DESCRIPTION
                OF BUSINESS
            
            1ITEM
                2.
            
            DESCRIPTION
                OF PROPERTY
            
            2ITEM
                3.
            
            LEGAL
                PROCEEDINGS
            
            2ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            2**PART
                II**ITEM
                5.
            
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER
                PURCHASES OF EQUITY SECURITIES
            
            2ITEM
                6.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            
            3ITEM
                7.
            
            FINANCIAL
                STATEMENTS
            
            6ITEM
                8.
            
            CHANGES
                IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            
            7ITEM
                8A.
            
            CONTROLS
                AND PROCEDURES
            
            7ITEM
                8B.
            
            OTHER
                INFORMATION
            
            8**PART
                III**ITEM
                9.
            
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            
            8ITEM
                10.
            
            EXECUTIVE
                COMPENSATION
            
            10ITEM
                11.
            
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            
            10ITEM
                12.
            
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            
            11ITEM
                13.
            
            EXHIBITS
            
            13ITEM
                14.
            
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            13SIGNATURES
            
            15




i





**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**




Driftwood
      Ventures, Inc. (“we,” “us,” “our,” or the “Company”) was
      incorporated in the State of Nevada on February 13, 2003, with authorized common
      stock (“Common Stock”) of 75,000,000 shares at $0.001 par value per share. The
      Company was engaged in acquiring and exploring mineral properties until
      September 30, 2007, when this activity was abandoned. The Company is
      considered to be in the development stage as defined in Statement of
      Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
      Development Stage Enterprises," and is subject to risks associated with
      activities of development stage companies. At December 31, 2007, the
      Company was inactive.




On
      October 1, 2007, Trinad Capital Master Fund, Ltd. (“TCMF”), an exempted
      Cayman Island Corporation, with an address at 2121 Avenue of the Stars, Suite
      2550, Los Angeles, California 90067, entered into a Securities Purchase
      Agreement (the “Agreement”) with certain stockholders (the “Stockholders”)
      of the Company. Pursuant to the terms of the Agreement, the Stockholders
      sold 5,461,000 shares (the “Shares”) of Common Stock, representing approximately
      94% of the issued and outstanding Common Stock as of October 1, 2007 (the
“Closing”), to TCMF. In consideration of the purchase of the Shares, TCMF
      paid at Closing the total sum of $750,000, pursuant to and in accordance with
      the terms of the Agreement. The source of such capital was TCMF’s working
      capital. The sale of the shares to TCMF, an accredited investor, was made
      pursuant to the exemptions from registration afforded by Sections 4(1) of the
      Securities Act of 1933, as amended.




On
      November 19, 2007, written consents from stockholders representing a majority
      of
      our outstanding shares of Common Stock approved (1) the reincorporation (the
      “Reincorporation”) of Driftwood Ventures, Inc., a Nevada corporation
      (“Driftwood-Nevada”), in Delaware by a merger with and into its wholly-owned,
      newly formed Delaware subsidiary, Driftwood Ventures, Inc.
      (“Driftwood-Delaware”), and (2) the adoption of the Company’s 2007 Employee,
      Director and Consultant Stock Plan (the “2007 Plan”).




The
      reincorporation was effective on December 20, 2007 and resulted in the
      following: (a) the Company becoming governed by the laws of the State of
      Delaware and by a new Certificate of Incorporation and new Bylaws (see
      Exhibits 3.1 and 3.2 to this Annual Report); (b) the Company’s authorized
      capital stock changing from 75,000,000 shares of authorized capital stock,
      all
      of which were common stock, par value $0.001 per share, to 80,000,000 shares
      of
      authorized capital stock, consisting of 75,000,000 shares of common stock,
      par
      value $0.001 per share, and 5,000,000 shares of “blank check” preferred stock,
      par value $0.001 per share, with the right conferred upon the Company's Board
      of
      Directors (the “Board of Directors”) to set the dividend, voting, conversion,
      liquidation and other rights, as well as the qualifications, limitations and
      restrictions with respect to the preferred stock as the Board of Directors
      may
      determine from time to time; (c) the persons currently serving as officers
      and
      directors of the Company continuing to serve in their respective capacities
      after the Reincorporation; and (d) Driftwood-Delaware: (i) acceding to all
      of
      the rights, privileges, immunities and powers of the Company; (ii) acquiring
      and
      possessing all of the property of the Company, whether real, personal or mixed;
      and (iii) assuming all of the debts, liabilities, obligations and duties of
      the
      Company. Driftwood-Delaware is the surviving corporation and operates under
      the
      name “Driftwood Ventures, Inc.”




As
      a
      result of the merger: (1) each outstanding share of Driftwood-Nevada common
      stock, par value $0.001 per share ("Nevada Common Stock”), converted into one
      share of Driftwood-Delaware common stock, par value $0.001 per share (“Delaware
      Common Stock”); (2) each outstanding share of Delaware Common Stock held by
      Driftwood-Nevada was retired and canceled and resumed the status of authorized
      and unissued Delaware Common Stock; (3) each share of Nevada Common Stock was
      canceled and retired; and (4) Driftwood-Nevada ceased to exist.




The
      executive office of the Company is located at 2121 Avenue of the Stars, Suite
      2550, Los Angeles, California 90067. Our telephone number is (310) 601-2500.
      Robert S. Ellin is the Company's President and Chief Executive Officer, Jay
      A.
      Wolf is the Secretary and Charles Bentz is the Company’s Chief Financial
      Officer. Robert S. Ellin, Barry I. Regenstein and Jay Wolf are members of the
      Company’s Board of Directors.





**TCMF
      and Management’s Plan of Operation**





TCMF,
      a
      hedge fund dedicated to investing in micro-cap companies, is seeking to raise
      additional capital with a view to making the Company an attractive vehicle
      with
      which to acquire a business. TCMF intends to then seek a suitable acquisition
      candidate for the Company (a “Business Combination”). To date, no such Business
      Combination has been identified and the Company is therefore subject to a number
      of risks, including: any Business Combination consummated by the Company may
      turn out to be unsuccessful; the Company’s investors will not know what
      operating business, if any, will be acquired, including the particular industry
      in which the business operates and whether financing that could have a dilutive
      effect on the Company’s present stockholders will be required in connection
      therewith; the historical operations of a specific business opportunity may
      not
      necessarily be indicative of the potential for the future; the Company may
      acquire a company in the early stages of development, causing it to incur
      further risks; the Company may be dependent upon the management of an acquired
      business which has not proven its abilities or effectiveness; the Company will
      be controlled by a small number of stockholders and such control could prevent
      the taking of certain actions that may be beneficial to other stockholders;
      and
      the Company’s common stock will likely be thinly traded, and the public market
      may provide little or no liquidity for holders of the Company’s common
      stock.





**Company
      is a Blank Check Company**





At
      present, the Company has no sources of revenue and has no specific business
      plan
      or purpose. The Company’s business plan is to seek a Business Combination. As a
      result, the Company is a “blank check” or “shell” company. Many states have
      enacted statutes, rules and regulations limiting the sale of securities of
      shell
      companies in their respective jurisdictions. Management does not intend to
      undertake any efforts to cause a market to develop in the Company's securities
      or undertake any offering of the Company's securities, either debt or equity,
      until such time as the Company has successfully implemented its business plan
      and closed on a suitable Business Combination.




1




The
      Company’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 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 the Company is subject to
      the penny stock rules, it may be more difficult to sell the Company’s Common
      Stock.





**Competition**




Our
      primary goal is the acquisition of a target company or business seeking the
      perceived advantages of being a publicly held corporation. The Company faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.




**Employees**




Other
      than Robert S. Ellin, our President and Chief Executive Officer, Jay A. Wolf,
      our Secretary, and Charles Bentz, our Chief Financial Officer, the Company
      currently has no employees who are salaried and has no compensated
      directors.




**ITEM
      2. DESCRIPTION OF PROPERTY**





Currently,
      we are utilizing the office space of TCMF, located
      at 2121 Avenue of the Stars, Suite 2550, Los Angeles, California
      90067, at no cost to us until an acquisition is consummated or a
      business is established. The amount of office space currently utilized by us
      is
      insignificant.




**ITEM
      3. LEGAL PROCEEDINGS**




None.




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




As
        reported in our Information Statement on Schedule 14C, filed with the Securities
        and Exchange Commission (the “Commission”) on November 30, 2007 and our Current
        Report on Form 8-K filed with the Commission on December 21, 2007, on November
        19, 2007, the Company received, in lieu of a meeting, written consents from
        the
        holders of 5,461,000 shares of our Common Stock, representing approximately
        94%
        of the 5,807,000 shares of Common Stock then outstanding, approving (1) the
        reincorporation of the Company from Nevada into Delaware, pursuant
        to a merger with and into its wholly-owned, newly formed Delaware
        subsidiary, and (2) the adoption of the Company’s 2007 Employee, Director and
        Consultant Stock Plan. As a result of the merger on December 20, 2007, Driftwood
        Ventures, Inc. became a corporation existing under, and governed by, the
        laws of the State of Delaware.




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER PURCHASES OF EQUITY SECURITIES**





**Common
      Stock**




Our
      authorized capital stock consists of 80,000,000 shares of capital stock, of
      which 75,000,000 are shares of Common Stock, $0.001 par value per share.
Our
      Common Stock trades under the symbol “DFTW.OB” on the Over-the-Counter Bulletin
      Board.There has been no trading activity of our Common Stock since our
      inception. The holders of our Common Stock:




*
            have
                equal ratable rights to dividends from funds legally available if
                and when
                declared by our board of directors;*
            are
                entitled to share ratably in all of our assets available for distribution
                to holders of Common Stock upon liquidation, dissolution or winding
                up of
                our affairs;*
            do
                not have preemptive, subscription or conversion rights and there
                are no
                redemption or sinking fund provisions or rights; and*
            are
                entitled to one non-cumulative vote per share on all matters on which
                stockholders may vote.




All
      shares of Common Stock now outstanding are fully paid for and non-assessable.
      We
      refer you to our Certificate of Incorporation, and Bylaws (filed
      herewith as Exhibits 3.1 and 3.2) and the Delaware General Corporation Law
      for a more complete description of the rights and liabilities of holders of
      our
      securities.




**Preferred
      Stock**




Our
      Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
      of blank check preferred stock, $0.001 par value per share, or the ("Preferred
      Stock"). There are currently no issued or outstanding shares of preferred
      stock.




2


**Non-cumulative
      voting**




Holders
      of shares of our Common Stock do not have cumulative voting rights, which means
      that the holders of more than 50% of the outstanding shares, voting for the
      election of directors, can elect all of the directors to be elected, if they
      so
      choose, and, in that event, the holders of the remaining shares will not be
      able
      to elect any of our directors.




**Cash
      dividends**




Since
      our
      inception, we have not declared or paid any cash dividends to stockholders.
      The
      declaration of any future cash dividend will be at the discretion of our board
      of directors and will depend upon our earnings, if any, our capital requirements
      and financial position, our general economic conditions, and other pertinent
      conditions. It is our present intention not to pay any cash dividends in the
      foreseeable future, but rather to reinvest earnings, if any, in our business
      operations.




**Holders**




As
      of
      March 31, 2008, there were 10 holders of record of our common
      stock.




**Stock
      Transfer Agent**




The
      stock
      transfer agent for our securities is Empire Stock Transfer, 2470 St. Rose Pkwy,
      Suite 304, Henderson, NV  89074.


**Equity
        Compensation Plan Information**
  On
          November 19, 2007, we received written consent from the stockholder holding
          a
          majority of our outstanding shares of common stock that approved the adoption
          of
          the 2007 Plan.
  Under
          the
          2007 Plan, employees,
          directors and consultants of the Company (the “Eligible Participants”)may be issued stock awards as compensation for their services to
          the
          Company. The 2007 Plan authorizes and entitles the Company to issue to
          Eligible
          Participants awards to purchase up to 1,000,000 shares of Common Stock.
          The 2007
          Plan became effective as of December 20, 2007, and will continue in effect
          until
          November 19, 2017.
  The
          Company’s 2007 Plan provides that no participant may receive awards for more
          than 250,000 shares of Common Stock in any fiscal year. Shares of Common
          Stock
          reserved for awards under the 2007 Plan that are forfeited or are canceled
          will
          be added back to the share reserve available for future awards. However,
          shares
          of Common Stock tendered in payment for an award or shares of Common Stock
          withheld for taxes will not be available again for grant. No shares have
          been
          granted under this plan as of December 31, 2007.
  **ITEM
          6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION**





In
      this
      section, references to "we," "us," "our," and "ours" refer to Driftwood
      Ventures, Inc.





The
      following discussion should be read in conjunction with, and is qualified in
      its
      entirety by, the Financial Statements and the Notes thereto included in this
      report. This discussion contains certain forward-looking statements that involve
      substantial risks and uncertainties. When used in this report, the words
      "anticipate," "believe," "estimate," "expect” and similar expressions as they
      relate to our management or us are intended to identify such forward-looking
      statements. Our actual results, performance or achievements could differ
      materially from those expressed in, or implied by, these forward-looking
      statements. Historical operating results are not necessarily indicative of
      the
      trends in operating results for any future period.


This
        Form
        10-KSB for the year ended December 31, 2007 includes a number of forward-looking
        statements that reflect our current views with respect to future events and
        financial performance. Forward-looking statements are often identified by
        words
        like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and
        similar expressions, or words which, by their nature, refer to future events.
        You should not place undue certainty on these forward-looking statements,
        which
        apply only as of the date of this report. These forward-looking statements
        are
        subject to certain risks and uncertainties that could cause actual results
        to
        differ materially from historical results or our predictions.




We
      are a
      developmental stage company and are inactive as of the date of this report.
      Our objective is to identify an operating company to purchase or merge with
      and
      to raise capital to make the Company a more attractive merger candidate. No
      assurance can be given that we will be successful in meeting our
      objective.




Most
      of
      the activity from February 13, 2003 (date of inception) to December 31,
      2007 relates to the Company's formation, and the maintenance of its public
      filing requirements described below.




**Year
      Ended December 31, 2007**





For
      the
      year ended December 31, 2007, we did not earn any revenues and do not anticipate
      earning any foreseeable revenues in the future. We incurred operating losses
      in
      the amount of $55,120 which was primarily from professional fees of $37,416
      and
      a write-off of prepaid expenses of $10,000.




**Year
      Ended December 31, 2006**





For
      the
      year ended December 31, 2006, we incurred operating losses in the amount of
      $35,212, which were primarily from professional fees of $15,626, mineral
      property costs of $7,500 and donated services of $8,400.




Liquidity
      and Capital Resources




As
      of the
      date of this report, we have yet to generate any revenues from our business
      activities.




On
      October 24, 2007, the Company executed a loan
      agreement, as subsequently amended on November 21, 2007 (the "Loan
      Agreement") with TCMF, whereby TCMF agreed to loan the Company up to a
      principal amount of $250,000 (the “Loan”), upon the Company's consummation of a
      Next Financing (as defined below). TCMF shall make advances to the Company
      in
      such amounts as the Company shall request from time to time. The Loan bears
      interest at the rate of 10% per annum. The entire outstanding principal amount
      of the Loan and any accrued interest thereon shall be due and payable by the
      Company upon, and not prior to, the consummation of a sale of securities (other
      than a sale of shares of the Company’s common stock, $0.001 par value per share,
      to officers, directors or employees of, or consultants to, the Company in
      connection with their provision of services to the registrant) to a third party
      or parties with proceeds to the Company of not less than $500,000 (a “Next
      Financing”). The business purpose of the Loan is to provide working capital to
      the Company.





**MANAGEMENT’S
      PLAN OF OPERATION**




At
      present, the Company has no sources of revenue and has no specific business
      plan
      or purpose. The Company’s business plan is to seek a Business Combination. As a
      result, the Company is a “blank check” or “shell” company. Many states have
      enacted statutes, rules and regulations limiting the sale of securities of
      shell
      companies in their respective jurisdictions. Management does not intend to
      undertake any efforts to cause a market to develop in the Company's securities
      until such time as the Company has successfully implemented its business plan
      and closed on a suitable Business Combination.





The
      Company’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 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 the Company is subject to
      the
      penny stock rules, it may be more difficult to sell the Company’s Common
      Stock.




3







We
      may
      enter into a definitive agreement with a wide variety of private businesses
      without limitation as to their industry or revenues. It is not possible at
      this
      time to predict when, if ever, we will enter into a business combination with
      any such private company or the industry or the operating history, revenues,
      future prospects or other characteristics of any such company. TCMF intends
      to raise capital to make us a more attractive acquisition vehicle and then
      seek
      a suitable merger candidate. TCMF has not identified anyone for acquisition
      at
      this time.




**LOAN
      PAYABLE**




On
      October 24, 2007, the Company executed the Loan Agreement with TCMF,
      whereby TCMF agreed to loan the Company up to a principal amount of $250,000
      (the “Loan”), upon the Company's consummation of a Next Financing. TCMF shall
      make advances to the Company in such amounts as the Company shall request from
      time to time. The Loan bears interest at the rate of 10% per annum. The entire
      outstanding principal amount of the Loan and any accrued interest thereon shall
      be due and payable by the Company upon, and not prior to, the consummation
      of a
      sale of securities (other than a sale of shares of the Company’s common stock,
      $0.001 par value per share, to officers, directors or employees of, or
      consultants to, the Company in connection with their provision of services
      to
      the registrant) to a third party or parties with proceeds to the Company of
      not less than $500,000. The business purpose of the Loan is to provide working
      capital to the Company.





**MANAGEMENT
      AGREEMENT**





On
      October 24, 2007, the Company entered into a Management Agreement (the
“Management Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of
      TCMF. The Management Agreement has a term of five years and Trinad
      will provide certain management services, including, without limitation, the
      sourcing, and structuring of a potential business combination transaction
      involving the Company. The Company has agreed to pay Trinad a management fee
      of
      $90,000 per quarter, plus reimbursement of all expenses reasonably incurred
      by
      Trinad in connection with the provision of management services. Either party
      may
      terminate with prior notice. However, in the event that the Company terminates
      the Management Agreement, it shall pay to Trinad a termination fee of
      $1,000,000. Management
      fees have been waived for 2007 by Trinad.




**DELAWARE
      REINCORPORATION**




On
      November 19, 2007, written consents were obtained from stockholders representing
      a majority of our outstanding shares of common stock approving the
      reincorporation in Delaware of the Company from Nevada by merger with and into
      its wholly-owned, newly formed Delaware subsidiary.




The
      reincorporation was effective on December 20,
      2007 and resulted in the following: (a) the Company becoming governed by the
      laws of the State of Delaware and by a new Certificate of Incorporation and
      new
      Bylaws (see Exhibits 3.1 and 3.2 to this Annual Report); (b) the Company’s
      authorized capital stock changing from 75,000,000 shares of authorized capital
      stock, all of which were common stock, par value $0.001 per share, to 80,000,000
      shares of authorized capital stock, consisting of 75,000,000 shares of common
      stock, par value $0.001 per share, and 5,000,000 shares of “blank check”
preferred stock, par value $0.001 per share, with the right conferred upon
      the
      Board of Directors to set the dividend, voting, conversion, liquidation and
      other rights, as well as the qualifications, limitations and restrictions with
      respect to the preferred stock as the Board of Directors may determine from
      time
      to time; (c) the persons currently serving as officers and directors of the
      Company continuing to serve in their respective capacities after the
      Reincorporation; and (d) Driftwood-Delaware: (i) acceding to all of the rights,
      privileges, immunities and powers of the Company; (ii) acquiring and possessing
      all of the property of the Company, whether real, personal or mixed; and (iii)
      assuming all of the debts, liabilities, obligations and duties of the Company.
      Driftwood-Delaware is the surviving corporation and operates under the name
      “Driftwood Ventures, Inc.”




**THE
      2007 PLAN**




On
      November 19, 2007, we received written consent from the stockholder holding
      a
      majority of our outstanding shares of common stock that approved the adoption
      of
      the 2007 Plan.




Under
      the
      2007 Plan, employees,
      directors and consultants of the Company (the “Eligible Participants”)may be issued stock awards as compensation for their services to the
      Company. The 2007 Plan authorizes and entitles the Company to issue to Eligible
      Participants awards to purchase up to 1,000,000 shares of Common Stock. The
      2007
      Plan became effective as of December 20, 2007, and will continue in effect
      until
      November 19, 2017.




The
      Company’s 2007 Plan provides that no participant may receive awards for more
      than 250,000 shares of Common Stock in any fiscal year. Shares of Common Stock
      reserved for awards under the 2007 Plan that are forfeited or are canceled
      will
      be added back to the share reserve available for future awards. However, shares
      of Common Stock tendered in payment for an award or shares of Common Stock
      withheld for taxes will not be available again for grant. No shares have been
      granted under this plan as of December 31, 2007.




**CRITICAL
      ACCOUNTING POLICIES**





Management's
      discussion and analysis of our financial condition and results of operations
      are
      based upon our financial statements included elsewhere in this Annual Report,
      which have been prepared in accordance with accounting principles generally
      accepted in the United States of America.





**Estimates**  ****





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the dates
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.




4




**Income
      Taxes**




The
      Company provides for deferred income taxes using the liability method. Deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and the tax
      effect of net operating loss carry-forwards. A valuation allowance has been
      provided as it is more likely than not that the deferred tax assets will not
      be
      realized.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**


Effective
        January 1, 2007, the Company adopted the provisions of Financial Accounting
        Standards Board (FASB) Interpretation No. 48, *Accounting for Uncertainty in
        Income Taxes, an Interpretation of FASB Statement No. 109* (FIN 48). FIN 48
        clarifies the accounting for uncertainty in income taxes recognized in the
        Company’s financial statements in accordance with FASB statement 109
*Accounting for Income Taxes*. Management has evaluated and concluded
        that there are no significant uncertain tax positions requiring recognition
        in
        the Company’s financial statements as of December 31, 2007.




The
      Financial Accounting Standards Board has issued FASB 157, *Fair
      Value Measurements,* which
      defines fair value, establishes guidelines for measuring fair value, and expands
      disclosures, effective for the Company starting January 1, 2008. The
      Company is currently evaluating the impact of
      FASB 157 but does not expect that it will have a material impact on its
      financial statements.




In
      February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities*. This Statement permits entities
      to choose to measure many financial assets and financial liabilities at fair
      value. Unrealized gains and losses on items for which the fair value option
      has
      been elected are reported in earnings. SFAS No. 159 is effective for fiscal
      years beginning after November 15, 2007 which for the Company would be the
      fiscal year beginning January 1, 2008. The Company is currently assessing the
      impact of SFAS No. 159, but does not expect it will have a material impact
      on
      its financial statements.




On
        December 21, 2007, the Securities and Exchange Commission issued Staff
        Accounting Bulletin No. 110, (“SAB 110). SAB 110 provides guidance to issuers on
        the method allowed in developing estimates of expected term of “plain vanilla”
share options in accordance with SFAS No. 123(R), “Share-Based Payment”. The
        staff will continue to accept, under certain circumstances, the use of a
        simplified method beyond December 31, 2007 which amends question 6 of
        Section D.2 as included in SAB 107, “Valuation of Share-Based Payment
        Arrangements for Public Companies”, which stated that the simplified method
        could not be used beyond December 31, 2007. SAB 110 is effective January
        1,
        2008. The Company is currently evaluating the potential impact, if any, that
        the
        adoption of SAB 110 will have on its financial statements.
 
 In
        December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). This statement
        replaces SFAS No. 141 “Business Combinations” (“SFAS 141”). This statement
        retains the fundamental requirements in SFAS 141 that the acquisition method
        of
        accounting (which SFAS 141 called the purchase method) be used for all business
        combinations and for an acquirer to be identified for each business combination.
        This statement defines the acquirer as the entity that obtains control of
        one or
        more businesses in the business combination and establishes the acquisition
        date
        as the date that the acquirer achieves control. This statement requires an
        acquirer to recognize the assets acquired, the liabilities assumed, and any
        noncontrolling interest in the acquiree at the acquisition date, measured
        at
        their fair values as of that date, with limited exemptions specified in the
        statement. 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. The Company is
        currently evaluating the expected effect, if any, SFAS 141(R) will have on
        its
        financial statements.
 
 In
        December 2007, the FASB issued SFAS No. 160, “Non-controlling Interest in
        Consolidated Financial Statements” (“SFAS 160”), an amendment of Accounting
        Research Bulletin No. 51, “Consolidated Financial Statements (“ARB 51”). FAS 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. Minority interest
        will be recharacterized as noncontrolling interests and will be reported
        as a
        component of equity separate from the parent’s equity, and purchases or sales of
        equity interest that do not result in a change in control will be accounted
        for
        as equity transactions.
 
 In
        addition, net income attributable to the noncontrolling interest will be
        included in net income on the face of the income statement and upon a loss
        of
        control, the interest sold, as well as any interest retained, will be recorded
        at fair value with any gain or loss recognized in earnings. This pronouncement
        is effective for fiscal years beginning after December 15, 2008. The Company
        is
        currently evaluating the potential impact, if any, of the adoption of FAS
        160 on
        its financial position, results of operations and cash flows.




**Off-Balance
      Sheet Arrangements**


We
        do not
        have any relationships with unconsolidated entities or financial partners,
        such
        as entities often referred to as structured finance or special purpose entities,
        which would have been established for the purpose of facilitating off-balance
        sheet arrangements or other contractually narrow or limited purposes. In
        addition, we do not have any undisclosed borrowings or debt, and we have
        not
        entered into any synthetic leases. We are, therefore, not materially exposed
        to
        any financing, liquidity, market or credit risk that could arise if we had
        engaged in such relationships.


Management
        does not believe that any other recently issued, but not yet effective,
        accounting pronouncements, if adopted, would have a material effect on the
        accompanying financial statements.




**QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





We
      currently have no floating rate indebtedness, hold no derivative instruments,
      and do not earn foreign-sourced income. Accordingly, changes in interest rates
      or currency exchange rates do not generally have a direct effect on our
      financial position. Changes in interest rates may affect the amount of interest
      we earn on available cash balances as well as the amount of interest we pay
      on
      borrowings. To the extent that changes in interest rates and currency exchange
      rates affect general economic conditions, we may also be affected by such
      changes.




5




**ITEM
      7. FINANCIAL STATEMENTS**




Driftwood
      Ventures, Inc.





Index
      to
      Financial Statements





**Page**Report
                of Independent Registered Public Accounting Firm as of December 31,
                2007
            F-1Report
              of Independent Registered Public Accounting Firm as of December 31,
              2006
            F-2Balance
                Sheets as of December 31, 2007 and 2006
            F-3Statements
                of Operations for the Years Ended December 31, 2007 and December
                31, 2006
                and
                period from February 13, 2003 (inception) to December 31,
                2007
            F-4Statements
                of changes in Stockholders’ Equity (Deficit) for the Years Ended
                December 31, 2007 and December 31, 2006 and period from February
                13, 2003
                (inception) to December 31, 2007
            F-5Statements
                of Cash Flows for the Years Ended December 31, 2007 and December
                31, 2006
                and period from February 13, 2003 (inception) to December 31,
                2007
            F-6Notes
                to the Financial Statements
            F-7
                - F-10




6







F-1







F-2




**Driftwood
        Ventures, Inc.**
 **(A
        Developmental Stage Company)**
 **Balance
        Sheets**





**December
                31,**
              **2007**
            
            **December
                31,**
              **2006****ASSETS**Current
                AssetsCash
            
            $
            -
            
            $
            1,764Prepaid
                expenses
            
            
            -
            
            
            10,000Total
                Assets
            
            $
            -
            
            $
            11,764**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)**Current
                LiabilitiesAccounts
                payable and accrued liabilities
            
            $
            78,542
            
            $
            11,320Due
                to related party
            
            
            -
            
            
            30,166Total
                Liabilities
            
            
            78,542
            
            
            41,486Stockholders'
                Equity (Deficit)Preferred
                stock - $0.001 par value, 5,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -
            
            
            -Common
                stock - $0.001 par value, 75,000,000 sharesauthorized,
                5,807,000 shares issued and outstanding
            
            
            5,807
            
            
            5,807Additional
                paid-in and donated capital
            
            
            46,793
            
            
            40,493Deficit
                accumulated during the development stage
            
            
            (131,142
            )
            
            (76,022
            )Total
                Stockholders' Equity (Deficit)
            
            
            (78,542
            )
            
            (29,722
            )Total
                Liabilities and Stockholders' Equity (Deficit)
            
            $
            -
            
            $
            11,764





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


F-3




**Driftwood
      Ventures, Inc.**


**(A
      Developmental Stage Company)**


**Statements
      of Operations**




**For the Period****February 13, 2003****Years
                Ended December 31,**
            
            **(inception) to****2007**
            
            **2006**
            
            **December 31, 2007**ExpensesDonated
                services and rent
            
            $
            6,300
            
            $
            8,400
            
            $
            24,500Mineral
                property costs
            
            
            -
            
            
            7,500
            
            
            17,900Organization
                costs
            
            
            280
            
            
            -
            
            
            700General
                and administrative
            
            
            48,540
            
            
            19,312
            
            
            88,042Net
                Loss
            
            $
            (55,120
            )
            $
            (35,212
            )
            $
            (131,142
            )Basic
                and Diluted Net Loss Per Common Share
            
            $
            (0.009
            )
            $
            (0.006
            )
            $
            (0.023
            )Weighted
                Average Number of Common Shares Outstanding
            
            
            5,807,000
            
            
            5,807,000
            
            
            5,807,000-Basic
                and Diluted




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




F-4





**Driftwood
      Ventures, Inc.**


**(A
      Developmental Stage Company)**


**Statements
      of Changes in Stockholders’ Equity (Deficit)**


**Period
        from February 13, 2003 (Inception) to December 31,
        2007**




Common
                  SharesNumber
              
              Par
                  Value
              
              Additional
                  Paid-inCapital
              
              Common
                    Shares SubscriptionReceivable
              
              Additional
                  DonatedCapital
              
              Deficit
                    Accumulated Duringthe
                    DevelopmentStage
              
              Total
                  Stockholders'
                    Equity (Deficit)Balance,
                  February 13, 2003 (Inception)
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (420
              )
              
              (420
              )Balance,
                  December 31, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (420
              )
              
              (420
              )Shares
                  issued for cash-
                  November, 2004 at $0.001
              
              
              4,900,000
              
              
              4,900
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,900-
                  December, 2004 at $0.01
              
              
              750,000
              
              
              750
              
              
              6,750
              
              
              -
              
              
              -
              
              
              -
              
              
              7,500-
                  December, 2004 at $0.10
              
              
              157,000
              
              
              157
              
              
              15,543
              
              
              -
              
              
              -
              
              
              -
              
              
              15,700Share
                  subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000
              )
              
              -
              
              
              -
              
              
              (1,000
              )Donated
                  management services and rent
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,400
              
              
              -
              
              
              1,400Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,462
              )
              
              (12,462
              )Balance,
                  December 31, 2004
              
              
              5,807,000
              
              
              5,807
              
              
              22,293
              
              
              (1,000
              )
              
              1,400
              
              
              (12,882
              )
              
              15,618Share
                  subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              1,000
              
              
              -
              
              
              -
              
              
              1,000Donated
                  management services and rent
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,400
              
              
              -
              
              
              8,400Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (27,928
              )
              
              (27,928
              )Balance,
                  December 31, 2005
              
              
              5,807,000
              
              
              5,807
              
              
              22,293
              
              
              -
              
              
              9,800
              
              
              (40,810
              )
              
              (2,910
              )Donated
                  management services and rent
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,400
              
              
              -
              
              
              8,400Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (35,212
              )
              
              (35,212
              )Balance,
                  December 31, 2006
              
              
              5,807,000
              
              
              5,807
              
              
              22,293
              
              
              -
              
              
              18,200
              
              
              (76,022
              )
              
              (29,722
              )Donated
                management services and rent
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,300
              
              
              -
              
              
              6,300Net
                loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (55,120
              )
              
              (55,120
              )Balance,
                December 31, 2007
              
              
              5,807,000
              
              $
              5,807
              
              $
              22,293
              
              $
              -
              
              $
              24,500
              
              $
              (131,142
              )
              $
              (78,542
              )




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




F-5





**Driftwood
      Ventures, Inc.**


**(A
      Developmental Stage Company)**


**Statements
      of Cash Flows**





**For** **the** **Period****February** **13,** **2003****Years****Ended** **December** **31**
            
            **(inception)** **to****2007**
            
            **2006**
            
            **December** **31,** **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                Loss
            
            $
            (55,120
            )
            $
            (35,212
            )
            $
            (131,142
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Donated
                management services and rent
            
            
            6,300
            
            
            8,400
            
            
            24,500Write
                off due to related party
            
            
            (50,267
            )
            
            -
            
            
            (50,267
            )Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            10,000
            
            
            (10,000
            )
            
            -Accounts
                payable and accrued liabilities
            
            
            67,222
            
            
            5,933
            
            
            78,542Net
                Cash Used In Operating Activities
            
            
            (21,865
            )
            
            (30,879
            )
            
            (78,367
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Common
                shares issued
            
            
            -
            
            
            -
            
            
            28,100Due
                to related party
            
            
            20,101
            
            
            30,066
            
            
            50,267Net
                Cash Provided By Financing Activities
            
            
            20,101
            
            
            30,066
            
            
            78,367Decrease
                in Cash
            
            
            (1,764
            )
            
            (813
            )
            
            -Cash
                at beginning of period
            
            
            1,764
            
            
            2,577
            
            
            -Cash
                at end of period
            
            $
            -
            
            $
            1,764
            
            $
            -Supplemental disclosure ofnon-cash
                financing activities:
              Donated services, at fair value
            
            $
            6,300
            
            $
            8400
            
            $
            24,500




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




F-6


**Driftwood
        Ventures, Inc.**
 **(A
        Developmental Stage Company)**


**Notes
        to Financial Statements**


**December
      31, 2007**




**1.
      DESCRIPTION
      OFORGANIZATION**




The
      Company was incorporated under the laws of the State of Nevada on February
      13,
      2003 with authorized common stock of 75,000,000 shares at $.001 par value per
      share.





On
      December 20, 2007, the Company reincorporated into a Delaware corporation and
      is
      now governed by the laws of the State of Delaware and by a new Certificate
      of
      Incorporation and new Bylaws prepared in accordance with Delaware law. The
      Company’s authorized capital stock changed from 75,000,000 shares of authorized
      capital stock, all of which are common stock, par value $0.001 per share, to
      80,000,000 shares of authorized capital stock, consisting of 75,000,000 shares
      of common stock, par value $0.001 per share, and 5,000,000 shares of “blank
      check” preferred stock, par value $0.001 per share. No terms have been
      established for the preferred stock.




The
      Company was engaged in acquiring and exploring mineral properties until
      September 30, 2007, when this activity was abandoned. The Company is
      considered to be in the development stage as defined in Statement of
      Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
      Development Stage Enterprises," and is subject to risks associated with
      activities of development stage companies. As of December 31, 2007, the
      Company is inactive.




Since
      its
      inception, the Company has completed a private placement offering of 5,807,000
      shares of its common capital stock for $28,100.




The
      Company has elected December 31 as its fiscal year end.




**2.
      GOING CONCERN**




These
      financial statements have been prepared assuming
      the Company will continue as a going concern. The Company has incurred
      losses since inception, resulting in an accumulated deficit of $131,142,and working capital deficiency of $78,542 at December 31, 2007 and
      negative cash flows from operations, and further losses are anticipated
      in the development of its business raising substantial doubt about the Company's
      ability to continue as a going concern. Its ability to continue as a going
      concern is dependent upon the ability of the Company to generate profitable
      operations in the future and/or to obtain the necessary financing to meet its
      obligation and repay its liabilities arising from normal business operations
      when they come due. Management has plans to seek additional financing through
      private placements of its common stock and/or loans from directors. These
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the Company
      cannot continue.




**3.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**


Basis
        of Presentation
 
 The
        accompanying financial statements are presented in U.S. dollars and have
        been
        prepared in accordance with accounting principles generally accepted in the
        United States of America (“U.S. GAAP”) and pursuant to the accounting rules and
        regulations of the Securities and Exchange Commission (the “SEC”).
 
 Development
        Stage Company
 
 The
        Company complies with the reporting requirements of SFAS No. 7, “Accounting and
        Reporting by Development Stage Enterprises.”  Use
          of
          Estimates and Assumptions
  The
          Company uses estimates and assumptions in preparing its financial statements
          in
          accordance with accounting principles generally accepted in the United
          States of
          America. Those estimates and assumptions affect the reported amounts of
          the
          assets and liabilities, the disclosure of contingent assets and liabilities,
          and
          the reported revenues and expenses. Actual results could vary from these
          estimates.  Financial
            Instruments
  The
              Company complies with the accounting and disclosure requirements of
              SFAS No.
              107, "Disclosures about Fair Value of Financial Instruments". The
              carrying amounts of financial instruments are considered by management
              to be
              their estimated fair values due to their short-term
              maturities.
  Foreign
            Currency Translation
  The
            Company complies with the accounting and reporting requirements of SFAS
            No. 52,
            "Foreign Currency Translation". Part of the transactions of the Company
            were
            completed in Canadian dollars, and have been translated to U.S. dollars
            as
            incurred, at the exchange rate in effect at the time, and therefore,
            no gain or
            loss from the foreign currency translation is recognized. The functional
            currency is considered to be the U.S. dollar.  The Company no longer
            conducts transactions in Canadian dollars as operations have moved to
            the United
            States.




F-7




Income
      Taxes





The
      Company complies with the accounting and reporting requirements of SFAS No.
      109,
      "Accounting for Income Taxes". The Company utilizes the liability method of
      accounting for income taxes. Under the liability method, deferred tax assets
      and
      liabilities are determined based on the differences between financial reporting
      and the tax bases of the assets and liabilities and are measured using the
      enacted tax rates and laws that will be in effect when the differences are
      expected to reverse. An allowance against deferred tax assets is recorded when
      it is more likely than not that such tax benefits will not be
      realized.




Effective
      on January 1, 2007, the Company adopted the provisions of Financial
      Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (FIN
      48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in the Company’s financial statements in accordance
      with SFAS No. 109 “Accounting for Income Taxes.” Management has
      evaluated and concluded that there are no significant uncertain tax positions
      requiring recognition in the Company’s financial statements.




The
      Company’s policy is to classify assessments, if any, for income tax related
      interest as interest expense and penalties as general and administrative
      expenses.


On
        December 31, 2007, the Company had a net operating loss carry forward
        of $104,633, $420 of which expires in 2024, $5,940 of which expires in 2025,
        $25,426 of which expires in 2026, $29,190 of which expires in 2027 and $43,657
        of which expires in 2028. The related income tax benefit has been fully
        offset by a valuation allowance because the use of the future tax benefit
        is uncertain since the Company has no operations.


Loss
      Per Common Share





The
      Company complies with the accounting and reporting requirements of SFAS No.
      128,
      "Earnings Per Share". Basic and
      dilutednet income (loss) per common share amounts are computed based on
      the weighted average number of common shares actually outstanding.




Recent
      Accounting Pronouncements




In
      September 2006, the Financial
      Accounting Standards Board (FASB)issued SFAS No. 157, "Fair Value
      Measurements". This Statement defines fair value, establishes a framework for
      measuring fair value, expands disclosures for fair value measurements, and
      applies under other accounting pronouncements that require or permit fair value
      measurements. SFAS No. 157 does not require any new fair value measurements.
      However the FASB anticipates that for some entities, the application of SFAS
      No.
      157 will change current practice. SFAS No. 157 is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, which
      for
      the Company would be the fiscal year beginning January 1, 2008. The Company
      is
      currently evaluating the impact of SFAS No. 157 but does not expect that it
      will
      have a material impact on its financial statements.




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities". This Statement permits entities
      to
      choose to measure many financial assets and financial liabilities at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected are reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007, which for the Company would be the fiscal
      year beginning January 1, 2008. The Company is currently assessing the impact
      of
      SFAS No. 159, but does not expect it will have a material impact on its
      financial statements.




On
        December 21, 2007, the Securities and Exchange Commission issued Staff
        Accounting Bulletin No. 110, (“SAB 110). SAB 110 provides guidance to issuers on
        the method allowed in developing estimates of expected term of “plain vanilla”
share options in accordance with SFAS No. 123(R), “Share-Based Payment”. The
        staff will continue to accept, under certain circumstances, the use of a
        simplified method beyond December 31, 2007 which amends question 6 of
        Section D.2 as included in SAB 107, “Valuation of Share-Based Payment
        Arrangements for Public Companies”, which stated that the simplified method
        could not be used beyond December 31, 2007. SAB 110 is effective January
        1,
        2008. The Company is currently evaluating the potential impact, if any, that
        the
        adoption of SAB 110 will have on its financial statements.
 
 In
        December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”). This statement
        replaces SFAS No. 141 “Business Combinations” (“SFAS 141”). This statement
        retains the fundamental requirements in SFAS 141 that the acquisition method
        of
        accounting (which SFAS 141 called the purchase method) be used for all business
        combinations and for an acquirer to be identified for each business combination.
        This statement defines the acquirer as the entity that obtains control of
        one or
        more businesses in the business combination and establishes the acquisition
        date
        as the date that the acquirer achieves control. This statement requires an
        acquirer to recognize the assets acquired, the liabilities assumed, and any
        noncontrolling interest in the acquiree at the acquisition date, measured
        at
        their fair values as of that date, with limited exemptions specified in the
        statement. 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. The Company is
        currently evaluating the expected effect, if any, SFAS 141(R) will have on
        its
        financial statements.
 
 In
        December 2007, the FASB issued SFAS No. 160, “Non-controlling Interest in
        Consolidated Financial Statements” (“SFAS 160”), an amendment of Accounting
        Research Bulletin No. 51, “Consolidated Financial Statements (“ARB 51”). FAS 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. Minority interest
        will be recharacterized as noncontrolling interests and will be reported
        as a
        component of equity separate from the parent’s equity, and purchases or sales of
        equity interest that do not result in a change in control will be accounted
        for
        as equity transactions.
 
 In
        addition, net income attributable to the noncontrolling interest will be
        included in net income on the face of the income statement and upon a loss
        of
        control, the interest sold, as well as any interest retained, will be recorded
        at fair value with any gain or loss recognized in earnings. This pronouncement
        is effective for fiscal years beginning after December 15, 2008. The Company
        is
        currently evaluating the potential impact, if any, of the adoption of FAS
        160 on
        its financial position, results of operations and cash flows.




Management
        does not believe that any other recently issued, but not yet effective,
        accounting pronouncements, if adopted, would have a material effect on the
        accompanying financial statements.


F-8
  **4.
      MINERAL CLAIMS**




The
      Company owns a mineral claim, known as the Hope Claim, located southwest of
      the
      town of Hope in British Columbia. The claim has not been proven to have a
      commercially minable ore reserve and therefore all costs of acquisition,
      exploration and retaining the property of $17,900 have been charged to
      expense in prior fiscal periods. The mineral claim can be renewed by a
      yearly payment of $200. On October 1, 2007, the Company abandoned its plans
      to
      pursue the unproven mineral claims.




**5.
      RELATED  PARTY TRANSACTIONS**




Certain
      former officers and directors who held 25% of the Company’s outstanding common
      stock made non-interest bearing loans, due on demand to the Company. All
      outstanding loans in the amount of $50,267 were forgiven on October 1, 2007.
      The
      former president of the Company donated management services and office premises
      to the Company. The services were valued at $500 per month and the office
      premises were valued at $200 per month. During the year ended December 31,
      2007, donated services of $4,500, and donated rent expense of $1,800, were
      charged to operations. During the year ended December 31, 2006, donated
      services of $6,000, and donated rent expense of $2,400, were charged to
      operations. The former president no longer provides these services effective
      October 1, 2007.


On
        October 24, 2007, the Company executed a loan agreement, as subsequently
        amended
        on November 21, 2007 (the "Loan Agreement") with the Company's majority
        stockholder, Trinad Capital Master Fund, Ltd. ("TCMF"), an exempted Cayman
        Island Corporation, whereby TCMF agreed to loan the Company up to a principal
        amount of $250,000 (the “Loan”) upon the Company's consummation of a
        Next Financing (as defined below). TCMF shall make advances to the Company
        in
        such amounts as the Company shall request from time to time. The Loan bears
        interest at the rate of 10% per annum. Accrued but unpaid interest is added
        to
        the outstanding principal balance of the loan. The entire outstanding principal
        amount of the Loan and any accrued interest thereon shall be due and payable
        by
        the Company on the consummation of a sale of shares (other than a sale of
        shares of the Company’s common stock, $0.001 par value per share, to officers,
        directors or employees of, or consultants to, the Company in connection
        with services provided to the Company), to a third party or parties with
        proceeds to the Company of not less than $500,000 (a “Next Financing”). As
        of December 31, 2007, no amounts were borrowed under the loan
        agreement.


On
      October 24, 2007, the Company entered into a Management Agreement (the
“Management Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of
      TCMF. Pursuant to the terms of the Management Agreement, which is for a term
      of five years, Trinad will provide certain management services, including,
      without limitation the sourcing, structuring and negotiation of a potential
      business combination transaction involving the Company. The Company has agreed
      to pay Trinad a management fee of $90,000 per quarter, plus reimbursement of
      all
      expenses reasonably incurred by Trinad in connection with the provision of
      management services. Either party may terminate the Management Agreement with
      prior written notice. However, in the event the Company terminates the
      Management Agreement, it shall pay to Trinad a termination fee of $1,000,000.
      Management
      fees have been waived for 2007 by Trinad.




**6.
      CHANGE IN MANAGEMENT**





On
      October 1, 2007, TCMF entered into a Securities Purchase Agreement (the
“Agreement”) with certain stockholders (the “Stockholders”) of the Company.
      Pursuant to the terms of the Agreement, the Stockholders sold 5,461,000 shares
      (the “Shares”) of the Company’s common stock, $0.001 par value per share,
      representing approximately 94% of the Company’s issued and outstanding common
      stock as of October 1, 2007 (the “Closing”), to TCMF. In consideration of the
      purchase of the Shares, TCMF paid $750,000 at Closing, pursuant to and in
      accordance with the terms of the Agreement. The source of such capital was
      TCMF's working capital. The sale of the shares to TCMF, an accredited investor,
      was made pursuant to the exemptions from registration afforded by Section 4(1)
      of the Securities Act of 1933 of
      the
      Securities and Exchange Commission, as amended. On October 1, 2007,
      Steven Chan resigned as President and CEO and Kevin Smith resigned as Treasurer,
      and on October 11, 2007, Steven Chan and Kevin Smith resigned as Directors
      of
      the Company. Robert S. Ellin was appointed the Company's President, CEO and
      Director, Barry Regenstein was appointed Director, Jay A. Wolf was appointed
      Secretary, and Charles Bentz was appointed CFO on October 1, 2007. Jay A. Wolf
      was appointed to the Board on October 11, 2007.


**7.
        CAPITALSTOCK**
  **Common
          Stock**
 
 Our
          authorized capital stock consists of 80,000,000 shares of common stock,
          of which
          75,000,000 are shares of Common Stock, $0.001 par value per share. Our
          Common
          Stock trades under the symbol "DFTW.OB" on the Over-the-Counter Bulletin
          Board.
          There has been no trading activity of our Common Stock since our inception.
          The
          holders of our Common Stock:
  *
                  have
                      equal ratable rights to dividends from funds legally available
                      if and when
                      declared by our Board of Directors;
 
 *
                  are
                      entitled to share ratably in all of our assets available for
                      distribution
                      to holders of Common Stock upon liquidation, dissolution or
                      winding up of
                      our affairs;
 
 *
                  do
                      not have preemptive, subscription or conversion rights and
                      there are no
                      redemption or sinking fund provisions or rights;
                      and
  *
                  are
                      entitled to one non-cumulative vote per share on all matters
                      on which
                      stockholders may vote.
 All
          shares of Common Stock now outstanding are fully paid for and non-assessable.
          We
          refer you to our Certificate of Incorporation, and Bylaws (filed herewith
          as
          Exhibits 3.1 and 3.2) and the Delaware General Corporate Law for a more
          complete
          description of the rights and liabilities of holders of our
          securities.
 F-9
 **Preferred
            Stock**
 
 The
            Company is authorized to issue 5,000,000 shares of preferred stock, with
            such
            designations, voting and other rights and preferences as may be determined
            from
            time to time by the Board of Directors.
 **Non-cumulative
            voting**
 
 Holders
            of shares of our Common Stock do not have cumulative voting rights, which
            means
            that the holders of more than 50% of the outstanding shares, voting for
            the
            election of directors, can elect all of the directors to be elected,
            if they so
            choose, and, in that event, the holders of the remaining shares will
            not be able
            to elect any of our directors.
 
 **Cash
            dividends**
 
 Since
            our
            inception, we have not declared or paid any cash dividends to stockholders.
            The
            declaration of any future cash dividend will be at the discretion of
            our Board
            of Directors and will depend on our earnings, if any, our capital requirements
            and financial position, our general economic conditions, and other pertinent
            conditions. It is our present intention not to pay any cash dividends
            in the
            foreseeable future, but rather to reinvest earnings, if any, in our business
            operations.


**8.
      **STOCK-OPTION
      PLAN****




On
      November 19, 2007, written consents from stockholders holding a majority of
      our
      outstanding shares of common stock approved the adoption of the Company’s 2007
      Employee, Director and Consultant Stock Plan (the “2007 Plan”).




Under
      the
      2007 Plan, employees, directors and consultants of the Company (the “Eligible
      Participants”) may be issued stock awards as compensation for their services to
      the Company. The 2007 Plan authorizes and entitles the Company to issue to
      Eligible Participants awards to purchase up to 1,000,000 shares of Common Stock.
      The 2007 Plan became effective as of December 20, 2007, and will continue in
      effect until November 19, 2017.




The
      Company’s 2007 Plan provides that no participant may receive awards for more
      than 250,000 shares of Common Stock in any fiscal year. Shares of Common Stock
      reserved for awards under the 2007 Plan that are forfeited or are canceled
      will
      be added back to the share reserve available for future awards. However, shares
      of Common Stock tendered in payment for an award or shares of Common Stock
      withheld for taxes will not be available again for grant. As of December 31,
      2007, no awards had been made under the 2007 plan.


**9.
        SUBSEQUENT EVENTS**
 
 On
        January 10, 2008, the Company borrowed $120,000 from TCMF under the terms
        of the
        Loan Agreement discussed in Note 5.




F-10





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




On
      October 29, 2007, we dismissed our independent accountant, Dale Matheson
      Carr-Hilton Labonte, LLP (“DMCL”), which had been serving as our principal
      accountant up to such date and appointed the firm Rothstein Kass & Company,
      P. C. (“Rothstein Kass”) as our new independent registered accountant. The
      decision to change accountants was approved by the Company’s Board of
      Directors.




Other
        than as described herein, no reports issued by DMCL during our two most recent
        fiscal years and any subsequent interim period contained an adverse opinion
        or
        disclaimer of opinion, nor were any reports issued by DMCL qualified or modified
        as to uncertainty, audit scope, or accounting principles. During our most
        recent
        full fiscal years ended December 31, 2007 and 2006, there were no disagreements
        with DMCL on any matters of accounting principles or practices, financial
        statement disclosure, or auditing scope or procedures, which disagreements,
        if
        not resolved to the satisfaction of DMCL, would have caused DMCL to make
        references to the subject matter of such disagreements in connection with
        its
        reports on the Company’s financial statements during such periods. DMCL issued
        going concern opinions in connection with its audit of each of the fiscal
        years
        ended December 31, 2006 and 2005, stating that because the Company had
        accumulated a deficit, had a working capital deficiency, and further losses
        were
        anticipated in the development of the Company’s business, in DMCL’s judgment,
        there was substantial doubt about the Company’s ability to continue as a going
        concern




**ITEM
      8A(T). CONTROLS AND PROCEDURES**




(a)
              Evaluation
                  of Disclosure Controls and Procedures. Our chief executive officer
                  (principal executive officer) and chief financial officer (principal
                  financial officer) have reviewed and evaluated the effectiveness
                  of our
                  disclosure controls and procedures (as defined in Exchange Act
                  Rules 13a-15(e) and 15d-15(e)) as of the end of the period
                  covered by this Annual Report. Based on that evaluation, our Chief
                  Executive Officer and Chief Financial Officer, concluded that our
                  disclosure controls and procedures as of December 31, 2007 had
                  not been
                  strictly adhered to and that caused our controls and procedures
                  to 
                  be ineffective. These deficiencies consisted of inadequate adherence
                  to
                  our policy of substantive review by senior accounting personnel.
                  This
                  deficiency could lead to the untimely identification and resolution
                  of
                  accounting and disclosure matters. Management will ensure that
                  the
                  controls and policies related to substantive review by senior accounting
                  personal will be adhered to. In order to remediate this deficiency
                  in our
                  system of internal control over financial reporting, management
                  will
                  insure that sufficient and timely review is provided to enhance
                  controls
                  in the correct preparation, review, presentation and disclosures
                  of the
                  Company's financial statements.
                
                There
                  have been no significant changes to our internal controls or other
                  factors
                  that could significantly affect internal controls subsequent to
                  the period
                  covered by this Annual Report.
 
 (b)
              Changes
                  in Internal Controls. There were no changes in our internal controls
                  over
                  financial reporting, identified in connection with the evaluation
                  of such
                  internal controls that occurred during our last fiscal year that have
                  materially affected, or are reasonably likely to materially affect,
                  our
                  internal controls over financial
                  reporting.  (c)
              Management’s Report on Internal Control
                  over Financial Reporting*.*The
                  management of the Company is responsible for establishing and maintaining
                  adequate internal control over financial reporting. Internal control
                  over
                  financial reporting is defined in Rules 13a-15(f) and 15d-15(f)
                  under the
                  Exchange Act 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 generally accepted accounting
                  principles. The Company’s internal control over financial reporting
                  includes those policies and procedures
                  that:
  ·
            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 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; 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.
 
 The
        Company’s management assessed the effectiveness of the Company’s internal
        control over financial reporting as of December 31, 2007. In making this
        assessment, management used the criteria set forth by the Committee of
        Sponsoring Organizations of the Treadway Commission (COSO) in Internal
        Control-Integrated Framework. Based on the assessment, management believes
        that, as of December 31, 2007, the Company’s internal control over financial
        reporting was not effective based on those criteria. Management has concluded
        that our disclosure controls and procedures as of December 31, 2007 had not
        been
        strictly adhered to and that caused our controls and procedures to be
        ineffective. These deficiencies consisted of inadequate adherence to our
        policy
        of substantive review by senior accounting personnel. This deficiency could
        lead
        to the untimely identification and resolution of accounting and disclosure
        matters. Management will ensure that the controls and policies related
        to substantive review by senior accounting personnel will be adhered to.
        In
        order to remediate this deficiency in our system of internal control over
        financial reporting, management will insure that sufficient and timely review
        is
        provided to enhance controls in the correct preparation, review, presentation
        and disclosures of the Company's financial statements.
 
 This
        Annual Report on Form 10-KSB 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
        SEC that permit the Company to provide only a management’s report in this Annual
        Report on Form 10-KSB.




7


**ITEM
      8B. OTHER INFORMATION.**




None.





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT.**




The
      following table contains certain information with respect to our current
      directors and executive officers.





**Name**
            
            **Age**
            
            **Principal Occupation**Robert
                S. Ellin
            
            41
            
            Director
                and Chief Executive Officer and PresidentJay
                A. Wolf
            
            34
            
            Director
                and SecretaryCharles
                Bentz
            
            44
            
            Chief
                Financial OfficerBarry
                I. Regenstein
            
            50
            
            Director




**Board
      of Directors and Executive Officers**




***Robert
      S. Ellin*** 41, has
      served as a director and our Chief Executive Officer since October 1, 2007
      and
      is one of the Managing Members of Trinad Management, LLC. Mr.
      Ellin
      is also a Managing Member of Trinad Capital Master Fund, Ltd., our principal
      stockholder and a hedge fund dedicated to investing in micro-cap public
      companies. Mr. Ellin currently sits on the boards of Command Security
      Corporation (CMMD), ProLink Holdings Corporation (PLKH), MPLC, Inc. (MPNC)
      and
      U.S. Wireless Data, Inc. (USWD). Prior to joining Trinad Capital Master Fund
      Ltd., Mr. Ellin was the founder and President of Atlantis Equities, Inc., a
      personal investment company. Founded in 1990, Atlantis has actively managed
      an
      investment portfolio of small capitalization public company as well as select
      private company investments. Mr. Ellin frequently played an active role in
      Atlantis investee companies including board representation, management
      selection, corporate finance and other advisory services. Through Atlantis
      and
      related companies, Mr. Ellin spearheaded investments into ThQ, Inc. (OTC:THQI),
      Grand Toys (OTC: GRIN), Forward Industries, Inc. (OTC: FORD) and completed
      a
      leveraged buyout of S&S Industries, Inc. where he also served as President
      from 1996 to 1998. Prior to founding Atlantis Equities, Mr. Ellin worked in
      Institutional Sales at LF Rothschild and prior to that he was the Manager of
      Retail Operations at Lombard Securities. Mr. Ellin received his B.A. from Pace
      University.




8




***Jay
      A. Wolf*** 34, has
      served as a director since October 1, 2007 and
      is one of the Managing Members of Trinad Management,
      LLC. Mr.
      Wolf
      is also a Managing Director of Trinad Capital Master Fund Ltd. Mr. Wolf
      currently sits on the boards of Shells Seafood Restaurants (SHLL), ProLink
      Holdings Corporation (PLKH), U.S. Wireless Data, Inc. (USWD) and Optio
      Software, Inc. Mr. Wolf has ten years of investment and operations
      experience in a broad range of industries. Mr. Wolf is a co-founder of Trinad
      Capital, L.P., where he served as a managing director since its inception in
      2003. Prior to founding Trinad, Mr. Wolf served as the Executive Vice-President
      of Corporate Development for Wolf Group Integrated Communications where he
      was
      responsible for the company’s acquisition program. Prior to Wolf Group
      Integrated Communications, Mr. Wolf worked at Canadian Corporate Funding, a
      Toronto-based merchant bank, in the senior debt department, and subsequently
      for
      Trillium Growth, the Canadian Corporate Funding’s venture capital fund. Mr. Wolf
      received his B.A from Dalhousie University.




***Charles
      Bentz*** 44, has
      served as our Chief Financial Officer since October 1, 2007 and has 20
      years of accounting and administrative experience in the asset management
      industry and is a Certified Public Accountant.  Prior to joining to joining
      Trinad Management, LLC, Mr. Bentz was a Vice President and the Controller of
      Fletcher Asset Management; Vice President, Controller and Head of Fund
      Administration & Compliance of the Reserve Funds; Vice President and head of
      fund administration & compliance of BlackRock Inc.; Vice president and
      Controller of HHF Acquisition Corp.; and Associate Vice President of Prudential
      Mutual Fund Management. Mr. Bentz is the Chief Financial Officer of Zane
      Acquisition I and Zane Acquisition II. Mr. Bentz began his career
      at Deloitte & Touche, and holds a Bachelor of Science in Accounting from
      Villanova University.





***Barry
      I. Regenstein*** 50, has
      served as a director since October 1, 2007 and is the President and Chief
      Financial Officer of Command Security Corporation. TCMF is a significant
      shareholder of Command Security Corporation. Trinad
      Capital Master Fund, Ltd. is a significant shareholder of Command Security
      Corporation and Mr. Regenstein has formerly served as a consultant for Trinad
      Capital Master Fund, Ltd. Mr. Regenstein has over 28 years of experience with
      23
      years of such experience in the aviation services industry. Mr. Regenstein
      was
      formerly Senior Vice President and Chief Financial Officer of Globe Ground
      North
      America (previously Hudson General Corporation), and previously served as the
      company’s Controller and as a Vice President. Prior to joining Hudson General
      Corporation in 1982, he had been with Coopers & Lybrand in Washington, D.C.
      since 1978. Mr. Regenstein currently sits of the boards of GTJ Co., Inc.,
      ProLink Holdings Corporation (PLKH) and MPLC, Inc. (MPNC).  Mr. Regenstein
      is a Certified Public Accountant and received his Bachelor of Science in
      Accounting from the University of Maryland and an M.S. in Taxation from Long
      Island University.




**Audit
      Committee**




We
      do not
      currently have an Audit Committee because we are not an operating company.
      If
      and when we find a suitable merger candidate and we successfully enter into
      a
      merger transaction whereby a company with assets and operations survives, we
      intend to establish an Audit Committee that fulfills the independent and other
      requirements promulgated by the SEC.




**Section
      16(A) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act requires our officers, directors, and persons owning
      more than ten percent of a registered class of our equity securities (“ten
      percent stockholders”) to file reports of ownership and changes of ownership
      with the SEC. Officers, directors, and ten-percent stockholders are required
      by
      SEC regulations to furnish us with copies of all Section 16(a) reports they
      file
      with the SEC. To the best of our knowledge, based solely on review of the copies
      of such reports and amendments thereto furnished to us, we believe that during
      our fiscal year ended December 31, 2007, all Section 16(a) filing requirements
      applicable to our officers, directors, and ten percent stockholders were
      met.




9







**Code
      of Ethics**




We
      do not
      currently have a code of ethics because we are not an operating company. If
      and
      when we find a suitable merger candidate and we successfully enter into a merger
      transaction whereby a company with assets and operations survives, we intend
      to
      establish a code of ethics.




**ITEM
      10. EXECUTIVE COMPENSATION**




On
      October 24, 2007, we entered into a Management Agreement (the “Management
      Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF.
      Pursuant to the terms of the Management Agreement, which is for a term
      of five years, Trinad will provide certain management services, including,
      without limitation the sourcing, structuring and negotiation of a potential
      business combination transaction involving the Company has agreed to pay Trinad
      a management fee of $90,000 per quarter, plus reimbursement of all expenses
      reasonably incurred by Trinad in connection with the provision of management
      services. Either party may terminate with prior written notice. However, in
      the
      event the registrant terminates the Management Agreement, it shall pay to Trinad
      a termination fee of $1,000,000.




Other
      than as described above, there are no management agreements with our directors
      or executive officers and we do not anticipate that written agreements will
      be
      put in place in the foreseeable future.




We
      have
      no plans or arrangements with respect to remuneration received or that may
      be
      received by our executive officers to compensate such officers in the event
      of
      termination of employment (as a result of resignation, retirement, change of
      control) or a change of responsibilities following a change of
      control.




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




On
      November 19, 2007, we received written consents from stockholders representing
      a
      majority of our outstanding shares of common stock approving the adoption of
      the
      Company’s 2007 Employee, Director and Consultant Stock Plan (the “2007
      Plan”).




Under
      the
      2007 Plan, employees, directors and consultants of the Company (the “Eligible
      Participants”) may be issued stock awards as compensation for their services to
      the Company. The 2007 Plan authorizes and entitles the Company to issue to
      Eligible Participants awards to purchase up to 1,000,000 shares of Common Stock.
      The 2007 Plan became effective as of December 20, 2007, and will continue in
      effect until November 19, 2017.




The
      Company’s 2007 Plan provides that no participant may receive awards for more
      than 250,000 shares of Common Stock in any fiscal year. Shares of Common Stock
      reserved for awards under the 2007 Plan that are forfeited or are canceled
      will
      be added back to the share reserve available for future awards. However, shares
      of Common Stock tendered in payment for an award or shares of Common Stock
      withheld for taxes will not be available again for grant.  As
      of
      December 31, 2007, no awards had been made under the 2007 Plan.




The
      following tables set forth certain information regarding the beneficial
      ownership of our common stock as of March 31, 2008, by the (i) named executive
      officers, (ii) all persons, including groups, known to us to own beneficially
      more than five percent (5%) of the outstanding common stock, and (iii) all
      current executive officers and directors as a group. A person (or group) is
      deemed to be a beneficial owner of common stock if it can be acquired
      by such person or group within 60 days from March 31, 2008, upon the exercise
      of
      warrants, options or other rights exercisable for, or convertible into, common
      stock. As of March 31, 2008, there were a total of 5,807,000 shares of common
      stock outstanding.




**CERTAIN
      HOLDERS OF COMMON STOCK**




**Beneficially Owned as of**
              **December 31, 2007 (2)****Number of**
            
            **Percent of****Name
                and Address of Owner (1)**
            
            **Shares**
            
            **Class**Trinad
                Capital Master Fund Ltd (TCMF).
            
            
            5,461,000
            
            
            94.04
            %Current
                directors or officers:Robert
                S. Ellin
            
            
            5,461,000
            (2)
            
            94.04Jay
                A. Wolf
            
            
            5,461,000
            (2)
            
            94.04All
                current directors and named executive officers asa
                group (four persons)
            
            
            5,461,000
            
            
            94.04
            %







(1)
Except
      as
      otherwise indicated, the address of each of the following persons is c/o
      Driftwood ventures, Inc., 2121 Avenue of the Stars, Suite 2550, Los Angeles,
      Ca
      90067.




(2)
        TCMF
        owns approximately 94% of our outstanding common stock. Robert Ellin and
        Jay
        Wolf, two of our directors and executive officers, are the managing members
        of
        Trinad Management, LLC which serves as the investment advisor to TCMF. As
        a
        result, each of Robert Ellin and Jay Wolf beneficially own an aggregate of
        5,461,000 shares of Common Stock. Each of Robert Ellin and Jay Wolf disclaims
        beneficial ownership of these securities except to the extent of their pecuniary
        interest therein.






10




**Changes
      in Control**





We
      are
      unaware of any contract or other arrangement which may at a subsequent date
      result in a change in control of our Company.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**




Certain
      former officers and directors who held 25% of the Company’s outstanding common
      stock made non-interest bearing loans, due on demand to the Company. All
      outstanding loans in the amount of $50,267 were forgiven on October 1, 2007.
      The
      former president of the Company donated management services and office premises
      to the Company. The services were valued at $500 per month and the office
      premises were valued at $200 per month. During the year ended December 31,
      2007, donated services of $4,500, and donated rent expense of $1,800, were
      charged to operations. During the year ended December 31, 2006,
      donated services of $6,000 and donated rent expense of $2,400 were charged
      to
      operations. The former president no longer provides these services effective
      October 1, 2007.





On
      October 24, 2007, the Company executed a loan agreement, as subsequently amended
      on November 21, 2007 (the "Loan Agreement") with TCMF, whereby TCMF agreed
      to loan to the Company up to a principal amount of $250,000 (the “Loan”) upon
      the Company's consummation of a Next Financing (as defined below). TCMF shall
      make advances to the Company in such amounts as the Company shall request from
      time to time. The Loan bears interest at the rate of 10% per annum. Accrued
      but unpaid interest is added to the outstanding principle balance of the
      loan. The entire outstanding principal amount of the Loan and any accrued
      interest thereon shall be due and payable by the Company on the
      consummation of a sale of shares (other than a sale of shares of the Company’s
      common stock, $0.001 par value per share, to officers, directors or employees
      of, or consultants to, the Company in connection with services provided to
      the Company) to a third party or parties with proceeds to the Company of
      not less than $500,000 (a “Next Financing”). No amounts were borrowed against
      this loan at December 31, 2007.




11


On
      October 24, 2007, the Company entered into a Management Agreement (the
“Management Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of
      TCMF. Pursuant to the terms of the Management Agreement, which is for a term
      of five years, Trinad will provide certain management services, including,
      without limitation, the sourcing, structuring and negotiation of a potential
      business combination transaction involving the Company. The Company has agreed
      to pay Trinad a management fee of $90,000 per quarter, plus reimbursement of
      all
      expenses reasonably incurred by Trinad in connection with the provision of
      management services. Either party may terminate the Management Agreement with
      prior written notice. However, in the event the Company terminates the
      Management Agreement, it shall pay to Trinad a termination fee of
      $1,000,000.




On
      November 19, 2007, written consents were obtained from stockholders holding
      a
      majority of our outstanding shares of common stock approving the reincorporation
      (the “Reincorporation”) of Driftwood Ventures, Inc., a Nevada corporation
      (“Driftwood-Nevada”), in Delaware by merger with and into its wholly-owned,
      newly formed Delaware subsidiary, Driftwood Ventures, Inc.
      (“Driftwood-Delaware”).




The
      reincorporation was effective on December 20, 2007 and resulted in the
      following: (a) the Company becoming governed by the laws of the State of
      Delaware and by a new Certificate of Incorporation and new Bylaws (see
      Exhibits 3.1 and 3.2 to this Annual Report); (b) the Company’s authorized
      capital stock changing from 75,000,000 shares of authorized capital stock,
      all
      of which were common stock, par value $0.001 per share, to 80,000,000 shares
      of
      authorized capital stock, consisting of 75,000,000 shares of common stock,
      par
      value $0.001 per share, and 5,000,000 shares of “blank check” preferred stock,
      par value $0.001 per share, with the right conferred upon the Board of Directors
      to set the dividend, voting, conversion, liquidation and other rights, as well
      as the qualifications, limitations and restrictions with respect to the
      preferred stock as the Board of Directors may determine from time to time;
      (c)
      the persons currently serving as officers and directors of the Company
      continuing to serve in their respective capacities after the Reincorporation;
      and (d) Driftwood-Delaware: (i) acceding to all of the rights, privileges,
      immunities and powers of the Company; (ii) acquiring and possessing all of
      the
      property of the Company, whether real, personal or mixed; and (iii) assuming
      all
      of the debts, liabilities, obligations and duties of the Company.
      Driftwood-Delaware is the surviving corporation and operates under the name
      “Driftwood Ventures, Inc.”




Our
      board
      of directors currently consists of three members. They are Robert Ellin, Jay
      Wolf and Barry Regenstein. Mr. Regenstein is an independent director. We have
      determined his independence using the definition of independence set forth
      in
      NASD Rule 4200.




12





**ITEM
      13. EXHIBITS**




EXHIBIT
              NUMBER
            
            DESCRIPTION OF EXHIBIT2.1
            
            Plan
                and Agreement of Merger dated November 19, 2007 between the Company
                and Driftwood Ventures, Inc., a Nevada
                Corporation (1)3.1
            
            Certificate
                of Incorporation (3)3.2
            
            Bylaws
                (3)10.1
            
            Loan
                Agreement with Trinad Capital Master Fund, Ltd., dated October 24,
                2007
                and amended agreement dated November 21, 2007 (2)10.2
            
            Management
                Agreement dated October 24, 2007 between the Company and Trinad
                Management, LLC (1)10.3
            
            2007
                Employee, Director and Consultant Stock Plan *31.1
            
            Certification
                of Chief Executive Officer *31.2
            
            Certification
                of Chief Financial Officer *32.1
            
            Certification
                of Principal Executive Officer pursuant to U.S.C. Section 1350
                *32.2
            
            Certification
                of Principal Financial Officer pursuant to U.S.C. Section 1350
                *







*
      Filed
      herewith.





(1)
      Incorporated by reference to the Registrant's DEF 14C Information Statement
      and
      filed with the SEC on November 30, 2007.


(2)
      Incorporated by reference to the Registrant’s Current Report on Form 8-K dated
      October 25, 2007 and November 21, 2007, respectively.


(3)
      Incorporated by reference to the Registrant’s
      Current Report on Form 8-K dated December 21, 2007.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      following table presents fees for professional services related
      to the
      audits and reviews of our interim
      andannual financial statements and other audit related services for the
      years ended December 31, 2007 and 2006:




**2007**
            
            **2006**Audit
                fees:(1)
            
            $
            35,565
            
            $
            9,600Audit
                related fees:(2)
            
            
            0
            
            
            0Tax
                fees:(3)
            
            
            0
            
            
            0All
                other fees:(4)
            
            
            0
            
            
            0Total
            
            $
            35,565
            
            $
            9,600




13




**Policy
      on Pre-Approval of Audit and Permissible Non-audit Services of Independent
      Auditors**




Consistent
      with SEC policies regarding auditor independence, the Board of Directors has
      responsibility for appointing, setting compensation and overseeing the work
      of
      the independent auditor. In recognition of this responsibility, the Board of
      Directors has established a policy to pre-approve all audit and permissible
      non-audit services provided by the independent auditor.




Prior
      to
      engagement of the independent auditor for the next year’s audit, management will
      submit an aggregate of services expected to be rendered during that year for
      each of the following four categories of services to the Board of Directors
      for
      approval.




1. **Audit** services
      include audit work performed in the preparation of financial statements, as
      well
      as work that generally only the independent auditor can reasonably be expected
      to provide, including comfort letters, statutory audits, and attest services
      and
      consultation regarding financial accounting and/or reporting
      standards.




2. **Audit-Related** services
      are for assurance and related services that are traditionally performed by
      the
      independent auditor, including due diligence related to mergers and
      acquisitions, employee benefit plan audits, and special procedures required
      to
      meet certain regulatory requirements.




3. **Tax** services
      include all services performed by the independent auditor’s tax personnel except
      those services specifically related to the audit of the financial statements,
      and includes fees in the areas of tax compliance, tax planning, and tax
      advice.




4. **Other
      Fees** are
      those associated with services not captured in the other
      categories.




Prior
      to
      engagement, the Board of Directors pre-approves these services by category
      of
      service. The fees are budgeted and the Board of Directors requires the
      independent auditor and management to report actual fees versus the budget
      periodically throughout the year by category of service. During the year,
      circumstances may arise when it may become necessary to engage the independent
      auditor for additional services not contemplated in the original pre-approval.
      In those instances, the Board of Directors requires specific pre-approval before
      engaging the independent auditor.




The
      Board
      of Directors may delegate pre-approval authority to one or more of its members.
      The member to whom such authority is delegated must report, for informational
      purposes only, any pre-approval decisions to the Board of Directors at its
      next
      scheduled meeting.




Our
      Board
      of Directors pre-approved the retention of Rothstein,
      Kass & Company, P.C . for all
      audit and audit-related services during fiscal year 2007.




14





**SIGNATURES**




In
      accordance with Section 13 or 15 of the Exchange Act, the Registrant caused
      this
      Report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Driftwood
                Ventures, Inc.Dated:
                April
                8, 2008
            By:
            /s/
                Robert S. EllinRobert
                S. Ellin
              Chairman
                of the Board,
              Chief
                Executive Officer




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





**Signatures**
            
            **Title**
            
            **Date**/s/
                Robert S. Ellin
            
            Director
                and Chief Executive
            
            April
                  8, 2008Robert
                S. Ellin
            
            Officer/s/
                Jay A. Wolf
            
            Director
                and Secretary
            
            April
                  8, 2008Jay
                A. Wolf/s/
                Charles Bentz
            
            Chief
                Financial Officer
            
            April
                  8, 2008Charles
                Bentz




15