UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K/A  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2008  o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to _____   TRANQUILITY, INC. (Exact name of registrant as specified in its charter)


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|Delaware                                                           | 0-51413                  | 52-2175900                          
|(State or other jurisdiction of incorporation)                     | (Commission File Number) | (IRS Employer Identification Number)
|P.O. Box 110310,
Naples, Florida 34108-0106                       
|(Address of principal executive offices)                          
|Registrants telephone number, including area code: (239) 598-2300

Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act [  ] Yes [ X ] No  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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.


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|Large accelerated filer [ ] | Accelerated filer [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     [ X ] Yes   [ ] No  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrants most recently completed second fiscal quarter. $0.00  As of December 31, 2008, the Company had 5,105,740 shares issued and outstanding.                                        2     EXPLANATORY NOTE:  Tranquility, Inc., a Delaware corporation, (hereinafter referred to as we, us, our, Tranquility, or the Company)  is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on February 10, 2009 (the "Original Filing") to amend the Financial Statements in the Original Filing to include the audit report dated March 19, 2007 issued by Gruber & Company, and to update the Section 302 certifications to comply with the language required by Item 601(31) of Regulation S-K.  Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 on Form 10-K/A does not amend, update or change any other information in the financial statements or any other items or disclosures in the Original Filing. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including any exhibits to the Original Filing affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing.  Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.  PART I   ITEM 1. BUSINESS  Background  Tranquility, Inc. (hereinafter referred to as we, us, our, Tranquility, or the Company) was incorporated under the laws of the State of Delaware on August 20, 1997. To date, the Company's only activities have been organizational ones, directed at developing its business plan and raising its initial capital. The Company has not commenced any commercial operations. The Company has no full-time employees and owns no real estate.  The Company is a development stage company, whose business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.  At the present time, the Company has not identified any business opportunity that it plans to pursue, nor has the Company reached any agreement or understanding with any person concerning an acquisition.  It is anticipated that the Company's officers, directors, and non-management principal shareholders named herein will contact broker-dealers and other persons with whom they are acquainted who are involved in corporate finance matters to advise them of the Company's existence and to determine if any companies or businesses they represent have a general interest in considering a merger or acquisition with a development stage company. No assurance can be given that the Company will be successful in finding   3     or acquiring a desirable business opportunity, given the limited funds that are expected to be available for acquisitions, or that any acquisition that occurs will be on terms that are favorable to the Company or its stockholders.  The Company's search will be directed toward small and medium-sized enterprises which have a desire to become public corporations and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum asset requirements in order to qualify shares for trading on NASDAQ or on an exchange such as the American Stock Exchange. (See "Investigation and Selection of Business Opportunities").  The Company anticipates that the business opportunities presented to it will (i) either be in the process of formation, or be recently organized with limited operating history, or a history of losses attributable to under-capitalization or other factors; (ii) be experiencing financial or operating difficulties; (iii) be in need of funds to develop a new product or service or to expand into a new market; (iv) be relying upon an untested product or marketing concept; or (v) have a combination of the characteristics mentioned in (i) through (iv). The Company intends to concentrate its acquisition efforts on properties or businesses that it believes to be undervalued or that it believes may realize a substantial benefit from being publicly owned. Given the above factors, investors should expect that any acquisition candidate may have little or no operating history, or a history of losses or low profitability.  The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others. The Company's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.  Any entity which has an interest in being acquired by, or merging into the Company, is expected to be an entity that desires to become a public company and establish a public trading market for its securities. In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company would either be issued by the Company or be purchased from the current principal shareholders of the Company by the acquiring entity or its affiliates. If stock is purchased from the current shareholders, the transaction is very likely to be a private transaction rather than a public distribution of securities. The sale of a controlling interest by certain principal shareholders of the Company could occur at a time when the other shareholders of the Company remain subject to restrictions on the transfer of their shares.  Depending upon the nature of the transaction, the current officers and directors of the Company may resign their management positions with the Company in connection with a change in control of the Company or its acquisition of a business opportunity. In the event of such a resignation, the Company's current management would not have any control over the conduct of the Company's business following the change in control or the Company's combination with a business opportunity.  It is anticipated that business opportunities will come to the Company's attention from various sources, including its officers and directors, its other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company has no plans, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities for the Company.    4     Investigation and Selection of Business Opportunities  To a large extent, a decision to participate in a specific business opportunity may be made upon management's analysis of the quality of the other company's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological innovations, the perceived benefit the business opportunity will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the owners of the business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because the Company may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, the Company will incur further risks, because management in many instances will not have proven its abilities or effectiveness, the eventual market for the products or services of the business opportunity will likely not be established, and the business opportunity may not be profitable when acquired.  It is anticipated that the Company will not be able to diversify, but will essentially be limited to one such venture because of the Company's limited financing. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase the Company's securities.  It is emphasized that management of the Company may effect transactions having a potentially adverse impact upon the Company's shareholders pursuant to the authority and discretion of the Company's management to complete acquisitions without submitting any proposal to the stockholders for their consideration.  Holders of the Company's securities should not anticipate that the Company necessarily will furnish such holders, prior to any merger or acquisition, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by such directors to seek the stockholders' advice and consent or because state law so requires.  The analysis of business opportunities will be undertaken by or under the supervision of the Company's officers and directors, none of whom are professional business analysts. Although there are no current plans to do so, Company management might hire an outside consultant to assist in the investigation and selection of business opportunities, and might pay a finder's fee. Since Company management has no current plans to use any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash. Otherwise, the Company anticipates that it will consider, among other things, the following factors:  (1) Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;    5     (2) The Company's perception of how any particular business opportunity will be received by the investment community and by the Company's stockholders;  (3) Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficient to enable the securities of the Company to qualify for listing on an exchange or on a national automated securities quotation system;  (4) Capital requirements and anticipated availability of required funds to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;  (5) The extent to which the business opportunity can be advanced;  (6) Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;  (7) Strength and diversity of existing management, or management prospects that are scheduled for recruitment;  (8) The cost of participation by the Company as compared to the perceived tangible and intangible values and potential; and   (9) The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.  No one of the factors described above will be controlling in the selection of a business opportunity, and management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Potential investors must recognize that, because of the Company's limited capital available for investigation and management's limited experience in business analysis, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.  The Company is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.  Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or services marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital   6     requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced within a reasonable period of time not to exceed 60 days following completion of a merger transaction; and other information deemed relevant.  As part of the Company's investigation, the Company's executive officers and directors may meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise.  Company management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process.  Acquisition candidates which have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.  At the present time, the Company has not identified any business opportunity that it plans to pursue, nor has the Company reached any agreement or understanding with any person concerning an acquisition.  Form of Acquisition  It is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization. In addition, the present management and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company following a merger or reorganization transaction. As part of such a transaction, the Company's existing directors may resign and new directors may be appointed without any vote by stockholders.  The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms.    7     As a general matter, the Company anticipates that it, and/or its principal shareholders will enter into a letter of intent with the management, principals or owners of a prospective business opportunity prior to signing a binding agreement. Such a letter of intent will set forth the terms of the proposed acquisition but will not bind any of the parties to consummate the transaction.  Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable. Neither the Company nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until a definitive agreement concerning the acquisition as described in the preceding paragraph is executed. Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right provided in the agreement to terminate it on specified grounds.  It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure goods and services.  Competition  The Company expects to encounter substantial competition in its efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities may have significantly greater experience, resources and managerial capabilities than the Company and in that event, will be in a better position than the Company to obtain access to attractive business opportunities.  Administrative Offices  The Company currently maintains a mailing address at P.O. Box 110310, Naples, Florida 34108-0106. The Company's telephone number is (239) 598-2300. Other than this mailing address, the Company does not currently maintain any other office facilities, and does not anticipate the need for maintaining office facilities at any time in the foreseeable future. The Company pays no rent or other fees for the use of this mailing address.  Employees  The Company is in the development stage and currently has no employees. Management of the Company expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.  Reports to Security Holders   8     We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-QSB and Form 10-Q, annual reports on Form 10-KSB and Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.  ITEM 2. PROPERTIES  The Company currently maintains a mailing address at P.O. Box 110310, Naples, Florida 34108-0106. The Company pays no rent for the use of this mailing address. The Company does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations described herein. The Company's telephone number is (239) 598-2300.   ITEM 3. LEGAL PROCEEDINGS  Neither Tranquility nor its property is the subject of any pending legal proceedings, and no such proceeding is known to be contemplated by any governmental authority. We are not aware of any legal proceedings in which any director, officer or affiliate of Tranquility, any owner of record or beneficially of more than 5% of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder of Tranquility, is a party adverse to Tranquility or any of its subsidiaries or has a material interest adverse to Tranquility or any of its subsidiaries.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  No matters were submitted to a vote of the security holders of the Company during the fourth quarter of the fiscal year which ended December 31, 2008.   PART II   ITEM 5. MARKET FOR  REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  No public trading market exists for the Company's securities. As of December 31, 2008, there are approximately 32holders of record of the Company's common stock. No dividends have been paid to date and the Company's Board of Directors does not anticipate paying dividends in the foreseeable future.   ITEM 6. SELECTED FINANCIAL DATA.  Not applicable.     9     ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Plan of Operation  Tranquility, Inc. was incorporated under the laws of the State of Delaware on August 20, 1997. To date, the Company's only activities have been organizational ones, directed at developing its business plan and raising its initial capital. The Company has not commenced any commercial operations. The Company has no full-time employees and owns no real estate.  For the fiscal year ending December 31, 2009, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination.  During the next 12 months, the Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934 as amended.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Companys needs for additional financing are likely to increase substantially.   10      No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities.  The majority shareholders are under no obligation to pay such expenses.  If the Company is unable to raise additional funds, it will not be able to pursue its business plan.  In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.  Liquidity and Capital Resources  As of December 31, 2008, the Company remains in the development stage.  As of December 31, 2008, the Companys balance sheet reflects total assets of $nil, and total current liabilities of $40,831.  The Company has cash on hand of $nil and a deficit accumulated in the development stage of $57,815  The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.  The majority shareholders are under no obligation to pay such expenses.   Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not Applicable.   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.   11         TRANQUILITY, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2008    INDEX   PageReport of Independent Registered Public Accounting Firm13Report of Independent Registered Public Accounting Firm14Balance sheets15Statements of operations16Statements of stockholders (deficit)/ equity17-18Statements of cash flows19Notes to financial statements20-24      12     [tranquility_200810kafinal002.gif]  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and
Stockholders of Tranquility, Inc.  We have audited the accompanying balance sheet of Tranquility, Inc. (a development stage enterprise)(the Company) as of December 31, 2008 and 2007 and related statements of operations, stockholders deficit, and cash flows for the years ended December 31, 2008 and 2007 and the period August 20, 1997 (inception) thru December 31, 2008. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements as of December 31, 2006 and for the year ended December 31, 2006 were audited by other auditors whose report dated March 19, 2007 expressed an unqualified opinion on those statements.  Our opinion on the statements of operations, cash flows and stockholders' deficit for the period since August 20, 1997 (Date of Inception) to December 31, 2008 insofar as it relates to amounts for the prior periods through December 31, 2006 is based on the report of the other auditors  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tranquility, Inc. (a Delaware corporation) as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 and for the period August 20, 1997 (inception) thru December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed further in Note 3, the Company has been in the development stage since its inception (August 20, 1997) and continues to incur significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ Lake & Associates CPAs LLC Lake & Associates, CPAs LLC Schaumburg, Illinois January 30, 2009     13 1905 Wright Blvd. Schaumburg IL 60193 847-524-0800 Fax 847-524-1655    Gruber & Company, LLC  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF TRANQUILITY, INC.  We have audited the accompanying balance sheets of Tranquility, Inc. (a development stage company) as of December 31, 2006 and 2005 and the related statement of operations,   stockholders equity (deficit), and cash flows for the years then ended.  These financial statements are the responsibility of the Companys management.   Our responsibility is to express an opinion on these  financial statements based on our audit.  We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the  financial position of Tranquility, Inc. as of December 31, 2006 and 2005 and the results of its operations and cash flows for the years then ended  in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As described in Note 3 to the financial statements conditions exist which raise substantial doubt about the Companys ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations.  Those conditions raise substantial doubt about its ability to continue as a going concern.  Managements plans regarding those matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.    Gruber & Company, LLC Lake Saint Louis, Missouri March 19, 2007    Member:  American Institute of Certified Public Accountants                                                                                Registered:  Public Company Accounting Oversight Board  (PCAOB)  14


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|TRANQUILITY, INC.                                         
|(A DEVELOPMENT STAGE COMPANY)                             
|FISCAL YEAR ENDED DECEMBER 31, 2008                       
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|ASSETS                                                     |                                                                |              |          |             
|                                                           |                                                                |              |          |             
|CURRENT ASSETS                                             |                                                                |              |          |             
|                                                           | Cash and cash equivalents                                      | $            | ---      | $            | ---     
|                                                           |                                                                |              |          |             
|                                                           | Total current assets                                           |              | ---      |              | ---     
|                                                           |                                                                |              |          |             
|PROPERTY AND EQUIPMENT, net of accumulated depreciation of |                                                                |              |          |             
|                                                           |                                                                |              |          |             
|                                                           |                                                                |              |          |             
|TOTAL ASSETS                                               |                                                                | ---          |          | ---         
|                                                           |                                                                |              |          |             
|LIABILITIES AND STOCKHOLDERS' DEFICIT                      |                                                                |              |          |             
|                                                           |                                                                |              |          |             
|CURRENT LIABILITIES                                        |                                                                |              |          |             
|                                                           | Accrued liabilities                                            |              | 3,000    |              | 5,335   
|                                                           | Payable to stockholder                                         |              | 37,831   |              | 24,780  
|                                                           |                                                                |              |          |             
|TOTAL CURRENT LIABILITIES                                  |                                                                | 40,831       |          | 30,115      
|                                                           |                                                                |              |          |             
|COMMITMENTS AND CONTINGENCIES                              |                                                                | ---          |          | ---         
|                                                           |                                                                |              |          |             
|STOCKHOLDERS' DEFICIT                                      |                                                                |              |          |             
|                                                           | Preferred stock:  par value $.01; 5,000,000 shares authorized; |              |          |              |         
|                                                           | no shares issued and outstanding                               |              | ---      |              | ---     
|                                                           | Common stock: par value $.001; 25,000,000 shares authorized;   |              |          |              |         
|                                                           | 5,105,740 shares issued and outstanding                        |              | 5,106    |              | 5,106   
|                                                           | Additional paid-in capital                                     |              | 11,878   |              | 11,878  
|                                                           | Deficit accumulated during the development stage               |              | (57,815) |              | (47,099)
|                                                           |                                                                |              |          |              |          |  |  |  | 
|TOTAL STOCKHOLDERS' DEFICIT                                |                                                                | (40,831)     |          | (30,115)    
|                                                           |                                                                |              |          |              |          |  |  |  | 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                | $                                                              | ---          | $        | ---         
|                                                           |                                                                |              |          |             
|                                                           |                                                                |              |          |             
|                                                           |                                                                |             
|See Accompanying Notes to Financial Statements            

15


|                                               |                                     |          |                    |          |                 |          |                  
|---------------------------------------------- | ----------------------------------- | -------- | ------------------ | -------- | --------------- | -------- | -----------------
|TRANQUILITY, INC.                             
|(A DEVELOPMENT STAGE COMPANY)                 
|FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
|STATEMENT OF OPERATIONS                       
|                                               |                                     |          |                    |          |                 |          | Cumulative from  
|                                               |                                     |          | For the Year Ended |          | August 20, 1997
|                                               |                                     |          | December 31,       |          | December 31,    |          | (inception) to   
|                                               |                                     |          | 2008               |          | 2007            |          | December 31, 2008
|                                               |                                     |          |                    |          |                 |          |                  
|REVENUES                                       |                                     |          |                    |          |                 |         
|                                               | Sales Revenues                      | $        | --                 | $        | --              | $        | --               
|                                               | Cost of sales                       |          | --                 |          | --              |          | --               
|                                               |                                     |          |                    |          |                 |          |                  
|                                               | Gross profit                        |          | --                 |          | --              |          | --               
|                                               |                                     |          |                    |          |                 |          |                  
|OPERATING EXPENSES                             |                                     |          |                    |          |                 |         
|                                               | General and administrative expenses |          | 10,716             |          | 15,335          |          | 57,815           
|                                               |                                     |          |                    |          |                 |          |                  
|                                               | Total operating expenses            |          | 10,716             |          | 15,335          |          | 57,815           
|                                               |                                     |          |                    |          |                 |          |                  
|LOSS FROM OPERATIONS                           |                                     | (10,716) |                    | (15,335) |                 | (57,815)
|                                               |                                     |          |                    |          |                 |          |                  
|OTHER INCOME                                   |                                     |          |                    |          |                 |         
|                                               | Interest income                     |          | --                 |          | --              |          | --               
|                                               |                                     |          |                    |          |                 |          |                  
|                                               | Total other income                  |          | --                 |          | --              |          | --               
|                                               |                                     |          |                    |          |                 |          |                  
|NET LOSS BEFORE INCOME TAX                     |                                     | (10,716) |                    | (15,335) |                 | (57,815)
|                                               |                                     |          |                    |          |                 |          |                  
|PROVISION FOR INCOME TAXES                     |                                     | --       |                    | --       |                 | --      
|                                               |                                     |          |                    |          |                 |          |                  
|NET LOSS                                       | $                                   | (10,716) | $                  | (15,335) | $               | (57,815)
|                                               |                                     |          |                    |          |                 |          |                  
|BASIC AND DILUTED NET LOSS PER SHARE           | $                                   | (0.00)   | $                  | (0.00)   |                 |         
|                                               |                                     |          |                    |          |                 |          |                  
|WEIGHTED AVERAGE SHARES OUTSTANDING:           |                                     |          |                    |          |                 |         
|                                               | BASIC AND DILUTED                   | $        | 5,105,740          | $        | 5,105,740       |          |                  
|                                               |                                     |          |                    |          |                 |          |                  
|See Accompanying Notes to Financial Statements

16


|                                              |  |                 |   |            |   |             |   |               |   |          
|--------------------------------------------- |  | --------------- | - | ---------- | - | ----------- | - | ------------- | - | ---------
|TRANQUILITY, INC.                            
|(A DEVELOPMENT STAGE COMPANY)                
|FISCAL YEAR ENDED DECEMBER 31, 2008          
|STATEMENT OF SHAREHOLDERS EQUITY            
|                                             
|                                              |  |                 |   |            |   |             |   | Deficit       |   |          
|                                              |  |                 |   |            |   | accumulated |   | Total        
|                                              |  | Common stock    |   | Additional |   | during the  |   | stockholders'
|                                              |  | $.001 Par Value |   | paid-in    |   | development |   | equity       
|                                              |  | Shares          |   | Amount     |   | capital     |   | stage         |   | (deficit)
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance at inception (August 20, 1997)        |  | -               | $ | -          | $ | -           | $ | -             | $ | -        
|                                              |  |                 |   |            |   |             |   |               |   |          
|Issuance of shares for services rendered      |  | 681,110         |   | 681        |   | -           |   | -             |   | 681      
|                                              |  |                 |   |            |   |             |   | (681)         |   | (681)    
|Net loss for the period                       |  | -               |   | -          |   | -           |   | -             |   | -        
|Balance, December 31, 1997                    |  | 681,110         |   | 681        |   | -           |   | (681)         |   | -        
|                                              |  |                 |   |            |   |             |   |               |   |          
|Net loss for the year ended December 31, 1997 |  | -               |   | -          |   | -           |   | -             |   | -        
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 1998                    |  | 681,110         |   | 681        |   | -           |   | (681)         |   | -        
|                                              |  |                 |   |            |   |             |   |               |   |          
|Common stock issued for cash                  |  | 1,825,980       |   | 1,826      |   | 1,832       |   | -             |   | 3,658    
|Net loss for the year ended December 31, 1998 |  | -               |   | -          |   | -           |   | (1,628)       |   | (1,628)  
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 1999                    |  | 2,507,090       |   | 2,507      |   | 1,832       |   | (2,309)       |   | 2,030    
|                                              |  |                 |   |            |   |             |   |               |   |          
|Common stock issued for cash                  |  | 144,250         |   | 144        |   | 3,231       |   | -             |   | 3,375    
|Net loss for the year ended December 31, 1999 |  | -               |   | -          |   | -           |   | (4,898)       |   | (4,898)  
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 2000                    |  | 2,651,340       |   | 2,651      |   | 5,063       |   | (7,207)       |   | 507      
|                                              |  |                 |   |            |   |             |   |               |   |          
|Common stock issued for cash                  |  | 295,000         |   | 295        |   | 2,495       |   | -             |   | 2,790    
|Net loss for the year ended December 31, 2000 |  | -               |   | -          |   | -           |   | (3,297)       |   | (3,297)  
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 2001                    |  | 2,946,340       |   | 2,946      |   | 7,558       |   | (10,504)      |   | -        
|                                              |  |                 |   |            |   |             |   |               |   |          
|Common stock issued for cash                  |  | 2,153,400       |   | 2,154      |   | 1,326       |   | -             |   | 3,480    
|Net loss for the year ended December 31, 2001 |  | -               |   | -          |   | -           |   | (3,740)       |   | (3,740)  
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 2002                    |  | 5,099,740       |   | 5,100      |   | 8,884       |   | (14,244)      |   | (260)    
|                                              |  |                 |   |            |   |             |   |               |   |          
|Common stock issued for cash                  |  | 6,000           |   | 6          |   | 2,994       |   | -             |   | 3,000    
|Net loss for the year ended December 31, 2002 |  | -               |   | -          |   | -           |   | (640)         |   | (640)    
|                                              |  |                 |   |            |   |             |   |               |   |          
|Balance, December 31, 2003                    |  | 5,105,740       |   | 5,106      |   | 11,878      |   | (14,884)      |   | 2,100    

17


|                                               |  |           |   |       |   |        |   |          |   |         
|---------------------------------------------- |  | --------- | - | ----- | - | ------ | - | -------- | - | --------
|                                               |  |           |   |       |   |        |   |          |   |         
|Net loss for the year ended December 31, 2003  |  | -         |   | -     |   | -      |   | (6,500)  |   | (6,500) 
|                                               |  |           |   |       |   |        |   |          |   |         
|Balance, December 31, 2004                     |  | 5,105,740 |   | 5,106 |   | 11,878 |   | (21,384) |   | (4,400) 
|                                               |  |           |   |       |   |        |   |          |   |         
|Net loss for the period                        |  | -         |   | -     |   | -      |   | (6,500)  |   | (6,500) 
|                                               |  |           |   |       |   |        |   |          |   |         
|Balance, December 31, 2005                     |  | 5,105,740 | $ | 5,106 | $ | 11,878 | $ | (27,884) | $ | (10,900)
|                                               |  |           |   |       |   |        |   |          |   |         
|Net loss for the period                        |  | -         |   | -     |   | -      |   | (3,880)  |   | (3,880) 
|                                               |  |           |   |       |   |        |   |          |   |         
|Balance, December 31, 2006                     |  | 5,105,740 | $ | 5,106 | $ | 11,878 | $ | (31,764) | $ | (14,780)
|                                               |  |           |   |       |   |        |   |          |   |         
|Net loss for the period                        |  | -         |   | -     |   | -      |   | (15,335) |   | (15,335)
|                                               |  |           |   |       |   |        |   |          |   |         
|Balance, December 31, 2007                     |  | 5,105,740 | $ | 5,106 | $ | 11,878 | $ | (47,099) | $ | (30,115)
|                                               |  |           |   |       |   |        |   |          |   |         
|Net loss for the period                        |  | -         |   | -     |   | -      |   | (10,716) |   | (10,716)
|                                               |  |           |   |       |   |        |   |          |   |         
|Balance, December 31, 2008                     |  | 5,105,740 | $ | 5,106 | $ | 11,878 | $ | (57,815) | $ | (40,831)
|                                               |  |           |   |       |   |        |   |          |   |         
|                                               |  |           |   |       |   |        |   |          |   |         
|                                               |  |           |   |       |   |        |   |          |   |         
|See Accompanying Notes to Financial Statements

18


|                                                                 |                                             |                    |          |                |          |                 |         
|---------------------------------------------------------------- | ------------------------------------------- | ------------------ | -------- | -------------- | -------- | --------------- | --------
|TRANQUILITY, INC.                                               
|(A DEVELOPMENT STAGE COMPANY)                                   
|FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007                  
|STATEMENT OF CASH FLOWS                                         
|                                                                 |                                             | Cumulative from   
|                                                                 |                                             |                    |          |                |          | August 20, 1997
|                                                                 |                                             | For the Year Ended |          | (inception) to
|                                                                 |                                             | December 31,       |          | December 31,   |          | December 31,   
|                                                                 |                                             | 2008               |          | 2007           |          | 2008           
|                                                                 |                                             |                    |          |                |          |                
|CASH FLOWS FROM OPERATING ACTIVITIES:                            |                                             |                    |          |                |          |                
|                                                                 | Net loss                                    | $                  | (10,716) | $              | (15,335) | $               | (57,815)
|Adjustment to reconcile net loss to net cash used in operations: |                                             |                    |          |                |          |                
|                                                                 | Common stock issued for services            |                    | --       |                | --       |                 | --      
|                                                                 | Change in operating liabilities and assets: |                    |          |                |          |                 |         
|                                                                 | Accrued liabilities                         |                    | (2,335)  |                | 5,335    |                 | 3,000   
|                                                                 |                                             |                    |          |                |          |                
|Net cash used in operating activities                            |                                             | (13,051)           |          | (10,000)       |          | (54,815)       
|                                                                 |                                             |                    |          |                |          |                
|CASH FLOWS FROM FINANCING ACTIVITIES                             |                                             |                    |          |                |          |                
|                                                                 | Increase in payable to stockholder          |                    | 13,051   |                | 10,000   |                 | 37,831  
|                                                                 | Issuance of common stock                    |                    | --       |                | --       |                 | 16,984  
|                                                                 |                                             |                    |          |                |          |                
|Net cash provided by financing activities                        |                                             | 13,051             |          | 10,000         |          | 54,815         
|                                                                 |                                             |                    |          |                |          |                
|Increase in cash and cash equivalents                            |                                             |                    |          |                |          | --             
|Cash and cash equivalents, beginning of period                   |                                             | --                 |          | --             |          | --             
|Cash and cash equivalents, end of period                         |                                             | --                 |          | --             |          | --             
|                                                                 |                                             |                    |          |                |          |                
|Supplemental disclosures of cash flow information:               |                                             |                    |          |                |          |                
|                                                                 | Cash paid for interest                      |                    | --       |                | --       |                 |         
|                                                                 |                                             |                    |          |                |          |                
|                                                                 | Cash paid for income taxes                  | $                  | --       | $              | --       |                 |         
|                                                                 |                                             |                    |          |                |          |                
|                                                                 |                                             |                    |          |                |          |                
|                                                                
|See Accompanying Notes to Financial Statements                  

19     TRANQUILITY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS FROM INCEPTION (August 20, 1997) THROUGH DECEMBER 31, 2008  NOTE 1 ORGANIZATION  Tranquility, Inc. (the "Company") is currently a development stage company under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the State of Delaware on August 20, 1997.  The Company has a December 31 year-end.  NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation - Development Stage Company  The Company has not earned any revenue from operations.  Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.  Accounting Method  The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.  Income Taxes  The Company accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes" "Statement 109"). Under Statement 109, 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended December 31, 2008.  Cash Equivalents  The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.  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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial  20     statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.  Basic Loss Per Common Share  Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2008 for purposes of computing fully diluted earnings per share.  Share-Based Payments  The Company adopted Statement of Financial Accounting standards (SFAS) No. 123 (Revised December 2004), Share-Based Payment (SFAS No. 123R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options, employee stock purchases related to an employee stock purchase plan and restricted stock units based on estimated fair values of the awards over the requisite employee service period.   SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees, which the company previously followed in accounting for stock-base awards.  In March 2005, the SEC issued Staff Bulletin No. 107(SAB No. 107), to provide guidance on SFAS 123R.  The Company has applied SAB No. 107 in its adoption of SFAS No. 123R.  Under SFAS No. 123R, stock-base compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees  requisite service period.  The Company adopted the provisions of SFAS 123R in its fiscal year ended December 31, 2006, using the modified prospective application method.  The valuation provisions of SFAS 123R apply to new awards and to awards that are outstanding on the effective date (or date of adoption) and subsequently modified or cancelled; prior periods are not revised for comparative purposes.  Estimated compensation expense for awards outstanding on the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure under FASB Statement No. 123, Accounting for Stock-Based Compensation.  Fair value of Financial Instruments  Financial instruments consist principally of cash, trade and related party payables, accrued liabilities, short-term obligations and notes payable.  The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.  It is managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.  Related Parties  Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.  Impact of New Accounting Standards  In December 2007, the Financial Accounting Standards Board ("FASB") issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements.  The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its financial statements.  21      (a.)  SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.  (b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parents equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parents ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.  In February 2008, the FASB issued Financial Staff Positions (FSP) FAS 157-2, Effective Date of FASB Statement No. 157(FSP FAS 157-2), which delays the effective date of SFAS No. 157, Fair Value Measurement(SFAS 157), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP FAS 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. FSP FAS 157-2 is effective for us beginning January 1, 2009. The Company is currently evaluating the potential impact of the adoption of those provisions of SFAS 157, for which the effectiveness was delayed by FSP SFAS 157-2, on the Companys financial position and results of operations.  In March 2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of FASB Statement No. 133 ("SFAS No. 161"). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its consolidated financial statements. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations. In May 2008, the FASB released SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.   SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SECs approval of the PCAOB amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  The FASB has stated that it does not expect SFAS No. 162 will result in a change in current practice. The Company does not believe the application of SFAS 162 will have a significant impact, if any, on the Companys financial statements.  May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS No. 163 is effective for financial  22     statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS No. 163 on its financial statements but does not expect it to have an effect on the Company's financial position, results of operations or cash flows.  In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)"("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years after December 15, 2008, and must be applied on a retrospective basis. Early adoption is not permitted. The Company is assessing the potential impact of this FSP on the convertible debt issuances.  In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities"("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and all prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. The Company is assessing the potential impact of this FSP on the earnings per share calculation.  In June 2008, the FASB ratified EITF No. 07-5,"Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF 07-5"). EITF 07-5 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early application is not permitted. The Company is assessing the potential impact of this EITF 07-5 on the financial condition and results of operations.  NOTE 3 GOING CONCERN  The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.  NOTE 4 INCOME TAXES  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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The  23     effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.  There is no provision for income taxes due to continuing losses. At December 31, 2008, the Company has net operating loss carryforwards for tax purposes of approximately $57,800, which expire through 2028. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.  NOTE 5 RELATED PARTY TRANSACTIONS  A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at December 31, 2008 and 2007 were $37,831 and $24,780, respectively.  The Company does not lease or rent any property.  Office space and services are provided without charge by a shareholder.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.  NOTE 6 STOCK BASED COMPENSATION  2001 COMPENSATORY STOCK OPTION PLAN  On February 14, 2001, the Company adopted its 2001 Compensatory Stock Option Plan.  Pursuant to the 2001 plan, the Company may grant nonstatutory (nonqualified) stock options to employees of the Company.  A total of 2,000,000 shares of common stock have been reserved for issuance under the Plan. The maximum term of options granted under the 2001 Compensatory Stock Option Plan is five years. Options granted are nontransferable and generally expire within six months after termination of the grantees employment.  The exercise price of compensatory stock options must not be less than fair value of the common stock on the date of the grant.  The authority to grant new options under the Plan will terminate on February 13, 2011, unless the Plan is terminated prior to that time by the board of directors.  To date, no compensatory stock options have been granted pursuant to the Plan.             24     ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND FINANCIAL DISCLOSURE  As reported on Form 8-K/A filed with the SEC on February 6, 2008, the Company changed its auditors.  There have been no disagreements with our accountants on accounting and financial disclosure.   ITEM 9A(T). CONTROLS AND PROCEDURES  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) 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 issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance  25     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.  Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2008 based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of December 31, 2008, the Company's internal control over financial reporting was effective.  This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.  There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   ITEM 9B. OTHER INFORMATION  None.   PART III    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  The directors and executive officers currently serving the Company are as follows:


|              |     |                                                                                 
|------------- | --- | --------------------------------------------------------------------------------
|Name          | Age | Position                                                                        
|Dominick Pope | 72  | Chief Executive Officer,
Chief Financial Officer,
President, Treasurer, Director
|Jose Acevedo  | 50  | Secretary, Director                                                             

The directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to  26     the Company's board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs.  The directors and officers will devote their time to the Company's affairs on an "as needed" basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will fall within the range of five to ten hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.  Biographical Information  Dominick Pope  Dominick Pope is the Chief Executive Officer, Chief Financial Officer, President, Treasurer and a Director of the Company. In addition to his work with the Company, Mr. Pope is currently the President of L.J. Loeffler Systems, Inc.  Mr. Pope has also been the Secretary and a Director of Arrow Capital Group, Inc. since May 1997. Mr. Pope is also Secretary and a Director of F-Pack International Inc.  Additionally, Mr. Pope served as President, Treasurer and Chairman of the Board of Directors of Intercom Technologies Corp. until 1999.  Mr. Pope attended the Baruch School of Business at the City University of New York. In addition to serving as a director of the Company, Mr. Pope is a director of the following publicly-reporting company: Goldeneye Capital Group, Inc.  Jose Acevedo  Jose Acevedo, Secretary, is 50 years old and holds a Bachelor's degree in finance from Trinity University.  Mr. Acevedo was employed by Manufacturers Hanover Trust Company from 1977 through 1999.  During that period, Manufacturers Hanover Trust merged with Chemical Bank, and subsequently Chase Manhattan Bank, to become the nation's largest bank.  At Chase Manhattan, Mr. Acevedo held a management position where he managed portfolios valued at $34 million dollars.  From 1999 to 2005 Mr. Acevedo was a free-lance corporations consultant.  He is currently a Supervisor in a State run detention facility.  Family Relationships  There are no family relationships between any of the current directors or officers of the Company.  Involvement in Certain Legal Proceedings  None of our officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:  (1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  (2) Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  (3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or   27     (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.  Directorships  In addition to serving as a director of the Company, Jose Acevedo serves as a director of Merci, Inc., and Our Glass, Inc.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based upon a review of all filings regarding the Company which have been filed with the Securities and Exchange Commission, the Company believes that Form 3 Initial Statements of Beneficial Ownership for Dominick Pope, Jose Acevedo, Mid-Continental Securities Corp., Glen Little, and Equity Investors have not been filed as required.  Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.   ITEM 11. EXECUTIVE COMPENSATION  No officer or director received any remuneration from the Company during the fiscal year.  Until the Company acquires additional capital, it is not intended that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.  The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but the Board of Directors may recommend adoption of one or more such programs in the future.   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT AND RELATED STOCKHOLDERS MATTERS  Security Ownership of Certain Beneficial Owners  The following table sets forth, as of December 31, 2008, the ownership of each person known by the Company to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.  28


|                                                                            |                                     |                       
|--------------------------------------------------------------------------- | ----------------------------------- | ----------------------
|Name and Address                                                            | Number of Shares Owned Beneficially | Percent of Class Owned
|Mid-Continental Securities Corp.
P.O. Box 110310
Naples, Florida 34108-0106 | 2,031,990                           | 39.79%                
|Glenn Little
211 West Wall
Midland, TX 79701                                | 1,000,000                           | 19.59%                
|Equity Investors
P.O. Box 110310
Naples, FL 34108-0106                      | 1,500,000                           | 29.38%                

Security Ownership of Management  The following table sets forth, as of December 31, 2008, the ownership of each executive officer and director of the Company, and of all executive officers and directors of the Company as a group. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares.  No person listed below has any options, warrants or other right to acquire additional securities of the Company except as may be otherwise noted.


|                                                               |                                     |                       
|-------------------------------------------------------------- | ----------------------------------- | ----------------------
|Name and Address                                               | Number of Shares Owned Beneficially | Percent of Class Owned
|Dominick Pope (1)
P.O. Box 110310
Naples, Florida 34108-0106   | 110,000                             | 2.15%                 
|Jose Acevedo (1)
312 East 206th Street
Apt. H
Bronx, NY  10467 | 0                                   | 0%                    
|All Officers and Directors (2 in number)                       | 110,000                             | 2.15%                 

(1) The person listed is an officer, a director, or both, of the Company.   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  The Company does not maintain an office, but it does maintain a mailing address at P.O. Box 110310, Naples, Florida 34108-0106, for which it pays no rent, and for which it does not anticipate paying rent in the future. It is likely that the Company will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.  Aside from the foregoing, there were no material transactions, or series of similar transactions, during our Companys last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuers total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is  29     known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.  Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;  2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or  6. is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Dominick Pope is not an independent director under these rules because he also serves as the Companys as CEO, CFO, President and Treasurer.   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit Fees (1) The aggregate fees billed by Lake and Associates CPAs LLC for the audit of the Company's annual financial statements was $5,000 for the fiscal year ended December 31, 2008. The aggregate fees  30     billed by Lake and Associates CPAs LLC for the audit of the Company's annual financial statements was $5,000 for the fiscal year ended December 31, 2007. Audit Related Fees (2) Lake and Associates CPAs LLC did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Companys financial statements during the fiscal years ended 2008 and 2007. Tax Fees  (3) The aggregate fees billed by Lake and Associates CPAs LLC for tax compliance, advice and planning were $0.00 for the fiscal year ended December 31, 2008 and $0.00 for the fiscal year ended December 31, 2007.  All Other Fees  (4) Lake and Associates CPAs LLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2008 and 2007.  Audit Committee=s Pre-approval Policies and Procedures  (5) Tranquility, Inc., a blind pool reporting company which is not yet publicly traded, does not have an audit committee per se. The current board of directors functions as the audit committee.  PART IV   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES  3.1 Articles of Incorporation incorporated by reference to the filing on Form 10-SB dated July 5, 2005.  3.2 Bylaws incorporated by reference to the filing on Form 10-SB dated July 5, 2005  31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*  32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  *filed herewith      31     SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  TRANQUILITY, INC.  By:  /S/ Dominick Pope Dominick Pope, Chief Executive Officer  Date: June 29, 2009  In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:  By:  /S/ Dominick Pope Dominick Pope, Chief Executive Officer  Date: June 29, 2009  By:  /S/ Dominick Pope Dominick Pope, Chief Financial Officer  Date: June 29, 2009  By:  /S/ Dominick Pope Dominick Pope, Principal Accounting Officer  Date: June 29, 2009  By:  /S/ Dominick Pope Dominick Pope, Director  Date: June 29, 2009   By:  /S/ Jose Acevedo Jose Acevedo, Director  Date: June 29, 2009  32